Director Shareholding

Vodafone Group PLC
17 April 2001

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 12 April 2001 by William M Mercer Limited that
on 11 April 2001 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 220p
per share pursuant to the rules of the Vodafone Group Profit Sharing Scheme:


                                             No. of shares
Mr P R Bamford                               604
Mr C C Gent                                  546
Mr J M Horn-Smith                            604
Mr K J Hydon                                 604



S R Scott

Company Secretary