Director Shareholding

Vodafone Group Plc
23 December 2003



DIRECTOR SHAREHOLDING

Vodafone Group Plc ('the Company')


In accordance with Section 329 of the Companies Act 1985, I have to inform you
that on 22 December 2003 Julian Horn-Smith, a director of the Company, exercised
an option granted to him in July 1997 under the terms of the Vodafone Group Plc
Share Option Scheme (a share scheme not approved by the Inland Revenue) over
1,254,500 ordinary shares of US$0.10 each in the capital of the Company at an
exercise price of 58.7p per share.  Subsequently, all the shares were sold at a
price of 135.75p per share. The option was scheduled to lapse, if not exercised,
in July 2004.


Mr Horn-Smith has an interest, excluding unexercised share options and incentive
shares, of 1,730,653 shares in the Company.


Stephen Scott
Group General Counsel and Company Secretary




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