Director Shareholding

Vodafone Group Plc
17 February 2004

                 Vodafone Group Plc ('the Company')



In accordance with Section 329 of the Companies Act 1985, I have to inform you
that:



1.   the Company was advised on 9 February 2004 by Computershare Investor
Services Plc that on 6 February 2004, Mr P R Bamford, a director of the Company,
acquired 1808 ordinary shares of US$0.10 each and that Sir Alec Broers, a
non-executive director of the Company, acquired 137 ordinary shares of US$0.10
each through their participation in the Company's Dividend Reinvestment Plan,
for which each share was valued at 132.833p; and



2.   the Company was advised on 9 February 2004 by Mourant ECS Trustees Limited
that on 6 February 2004 the following directors acquired an interest in the
following number of ordinary shares of US$0.10 each in the Company at the price
of 135p per share through reinvestment of dividend income pursuant to the rules
of the Vodafone Group Profit Sharing Scheme:


                                                    No. of shares
          Mr P R Bamford                            192
          Mr K J Hydon                              1,633



3.   the Company was advised on 9 February 2004 by Mourant ECS Trustees Limited
that on 6 February 2004 the following directors acquired an interest in the
following number of ordinary shares of US$0.10 each in the Company at the price
of 135p per share through reinvestment of dividend income pursuant to the rules
of the Vodafone Group Share Incentive Plan:


                                                    No. of shares
          Mr P R Bamford                            29
          Mr J M Horn-Smith                         31
          Mr K J Hydon                              31



4.   the Company was advised on 12 February 2004 by Mourant ECS Trustees Limited
('Mourant') that on 6 February 2004 the following directors acquired an interest
in the following number of ordinary shares of US$0.10 each in the Company at the
price of 134.161p per share through their participation in Incentive Plans
operated by Mourant.


         Director                         Long Term Incentive Plans          Short Term Incentive Plans
         Mr P R Bamford                   9,481                              7,577
         Mr T Geitner                     7,276                              2,195
         Mr J M Horn-Smith                12,212
         Mr K J Hydon                     9,481
         Mr A Sarin                       4,969



5.   In accordance with Section 329 of the Companies Act 1985, I have to inform
you that the Company was advised on 11 February 2004 by Barclays Private Banking
Limited that on 6 February 2004, Mr K J Hydon, a director of the Company,
acquired 12,984 ordinary shares of US$0.10 each through his participation in the
Company's Dividend Reinvestment Plan, for which each share was valued at
132.83p.

6.   In accordance with Section 329 of the Companies Act 1985, I have to inform
you that the Company was advised on 12 February 2004 by Natwest Pep and Isa that
on 11 February 2004, Mr J M Horn-Smith, a director of the Company, acquired 15
ordinary shares of US$0.10 each through his participation in a Dividend
Reinvestment Plan, for which each share was valued at 131.94p.



Stephen Scott

Group General Counsel and Company Secretary


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