Director Shareholding

Vodafone Group Plc
21 November 2002


Vodafone Group Plc ('the Company')

In accordance with Section 329 of the Companies Act 1985, I have to inform you
that the Company was advised on 20 November 2002 by Mourant & Co. Trustees
Limited, trustee of the Vodafone Group Employee Trust, that as a result of
dividend reinvestments by the trustee on shares held in Trust the following
directors acquired, with effect from the payment date of the dividend paid by
Vodafone Group Plc on 9 August 2002, an interest in the following number of
ordinary shares of US$0.10 each in the Company at the price of 111 pence per
share pursuant to their participation in the Vodafone Group Short Term Incentive
Plan and the Vodafone Group Long Term Incentive Plan:

                                                      No. of Shares

Sir Christopher Gent                                         11,811

Peter Richard Bamford                                         3,137

Julian Michael Horn-Smith                                     6,933

Kenneth John Hydon                                            6,430


These shares will remain in the Vodafone Group Employee Trust and will be
released to the directors only on vesting of the awards under the relative
Incentive Plans.


S R Scott
Company Secretary


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