Director Shareholding

Vodafone Group PLC
6 July 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 notified on 5 July 2001 by Orbis Pension Trustees
Limited, trustee of the Vodafone Group Employee Trust, that on 5 July 2001 the
following directors acquired an interest in the following number of ordinary
shares of US$0.10 each in the Company at a price of 151p per share pursuant to
the rules of Vodafone Group Short Term Incentive Plan ('STIP'):


Director                                               STIP shares
Sir Christopher Gent                                   777,814
Julian Michael Horn-Smith                              423,475
Kenneth John Hydon                                     423,475

The STIP shares are subject to performance criteria and, subject to the
satisfaction of those criteria, will be released to participants in the Plan
in 2003.



S R Scott

Company Secretary