Director Shareholding-Amend

Vodafone Group PLC
16 July 2002



Vodafone Group Plc ('the Company')

The Company advises that the following replaces the Director Shareholding
announcement released 1 July 2002 at 17:12 under RNS number 0332Y.

It has come to our attention that the number of shares sold by Sir Christopher
Gent, Mr J M Horn-Smith and Mr K J Hydon was understated by one share in each
case and that, consequently, the number of shares transferred to those directors
was overstated by one share in each case.

The full corrected announcement appears below:

In accordance with Section 329 of the Companies Act 1985, I have to inform you,
further to the Company's announcement made on 19 June 2002 relating to the
vesting of long term incentive award shares, short term incentive award shares
and special bonus shares held on behalf of Sir Christopher Gent, Peter Bamford,
Julian Horn-Smith and Kenneth Hydon, all directors of the Company, that solely
in order for the purpose of satisfying the tax liability arising on the release
of shares comprised in the awards, the Trustees of the Vodafone Group Employee
Trust have today sold the following ordinary shares of US$0.10 each in the
capital of the Company at 90.67p per share on behalf of the following directors:

                                                             No. of shares sold

Sir Christopher Gent                                         705,448
Julian Michael Horn-Smith                                    291,224
Kenneth John Hydon                                           289,699


Peter Bamford discharged the tax liability on his share award from his own
resources and accordingly, the following number of shares have today been
transferred from the Trustees to the following directors in satisfaction of the
awards of shares:

                                                       No. of shares transferred
Sir Christopher Gent                                   1,058,170
Peter Richard Bamford                                  32,844
Julian Michael Horn-Smith                              436,834
Kenneth John Hydon                                     434,547


Philip Howie
Deputy Company Secretary





                      This information is provided by RNS
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