Director Shareholding

Carphone Warehouse Group PLC
19 February 2004

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

AVS NO



All relevant boxes should be completed in block capital letters.

1.    Name of company                                2.   Name of director


      THE CARPHONE WAREHOUSE GROUP PLC                    GEOFFROY ROUX DE BEZIEUX



3.    Please state whether notification indicates    4.   Name of the registered holder(s) and, if more
      that it is in respect of holding of the             than one holder, the number of shares held by
      shareholder named in 2 above or in respect of       each of them (if notified)
      a non-beneficial interest or in the case of an
      individual holder if it is a holding of that
      person's spouse or children under the age of
      18 or in respect of an non-beneficial interest


      GEOFFROY ROUX DE BEZIEUX                            GEOFFROY ROUX DE BEZIEUX



5.    Please state whether notification relates to a 6.   Please state the nature of the transaction. For
      person(s) connected with the director named in      PEP transactions please indicate whether
      2 above and identify the connected person(s)        general/single
                                                          co PEP and if discretionary/non discretionary /
                                                          non discretionary


      NO                                                  SALE



7.    Number of shares/    8.   Percentage of issued 9.   Number of shares/   10.  Percentage of issued
      amount of stock           class (any treasury       amount of stock          class (any treasury
      acquired                  shares held by            disposed                 shares held by company
                                company should not                                 should not be taken
                                be taken into                                      into account when
                                account when                                       calculating
                                calculating                                        percentage)
                                percentage)


                                                          500,000                  0.057%



  11. Class of security    12.  Price per share      13.   Date of            14.  Date company informed
                                                           transaction


      ORDINARY                  135 PENCE                  18 FEBRUARY 2004        18 FEBRUARY 2004
                                                           


15.   Total holding following this notification      16.   Total percentage holding of issued class
                                                           following this notification (any treasury
                                                           shares held by company should not be taken
                                                           into account when calculating percentage)
      12,038,670


                                                           1.38%


If a director  has been granted options by the company please complete the following boxes.


17.   Date of grant                                  18.  Period during which or date on which
                                                          exercisable



19.   Total amount paid (if any) for grant of the    20.  Description of shares or debentures involved:
      option                                              class, number




21.   Exercise price (if fixed at time of grant) or  22.  Total number of shares or debentures over which
      indication that price is to be fixed at time        options held following this notification
      of exercise


23.   Any additional information                     24.  Name of contact and telephone number for
                                                          queries





25.   Name and signature of authorised company official responsible for making this notification



      TIM MORRIS - COMPANY SECRETARY (Tel -07970 677 445)


Date of notification      19th February 2004




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