Director Shareholding

Vodafone Group PLC
7 September 2001

Vodafone Group Plc ('the Company')

In accordance with Section 329 of the Companies Act 1985, I have to inform you
that today Mr Julian Horn-Smith, a director of the Company, exercised an
option granted to him under the Company's Savings-Related Share Option Scheme
in July 1996 at an option price of 38.6p per share in respect of 8,935
ordinary shares of US$0.10 each. As a result of this transaction Mr Horn-Smith
has an interest, excluding unexercised share options, in 854,477 ordinary
shares of US$0.10 each in the Company.

Further, Peter Bamford, a director of the Company, has exercised an option
granted to him under the Company's 1998 Sharesave Scheme in July 1998 at an
option price of 127.1p per share in respect of 7,670 ordinary shares of
US$0.10 each. As a result, Mr Bamford has an interest, excluding unexercised
share options, in 212,262 ordinary shares of US$0.10 each in the Company.

S R Scott
Company Secretary