Director Shareholding

Vodafone Group Plc
31 August 2004

                       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 27 August 2004 by Mourant & Co. Trustees Limited
('Mourant') that, following the payment of its final dividend by the Company, on
27 August 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
118.9109p per share through their participation in Incentive Plans operated by
Mourant.

Director                             Long Term Incentive Plans            Short Term Incentive Plans

Mr P R Bamford                               1,003                                9,733
Mr T Geitner                                   773                                2,819
Sir Julian Horn-Smith                        1,227                                   52
Mr K J Hydon                                 1,003                                   52

Stephen Scott
Group General Counsel and Company Secretary


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