Director Shareholding

Vodafone Group PLC
31 July 2002


31 July 2002 - for immediate release


Vodafone Group Plc ('the Company')


In accordance with Section 329 of the Companies Act 1985, I have to inform you
of the following changes in share interests of directors of the Company:


                                            Number of ordinary shares of US$0.10
                                            in the capital of Vodafone Group Plc


                                  Award of performance shares                 Grant of share options (2)(3)(4)(5)
                                  (1)(3)(4)(5)

Sir Christopher Gent                              2,192,010                                9,294,123

Peter Richard Bamford                             1,022,938                                4,337,257

Vittorio Colao                                      689,237                                2,911,465

Thomas Geitner                                      783,118                                3,507,178

Julian Michael                                    1,336,082                                5,753,505
Horn-Smith

Kenneth John Hydon                                1,022,938                                4,337,257


(1)   Conditional awards of shares will on 1 August 2002 be granted to directors
by the Trustees of the Vodafone Group Employee Trust.  The awards will be
granted in accordance with the Vodafone Group Plc 1999 Long Term Stock Incentive
Plan and with the new policy on long-term incentives approved by shareholders at
the AGM held on 31 July 2002.  The vesting of these awards is conditional on
continued employment with the Vodafone Group and on the satisfaction of a
performance condition approved by the Remuneration Committee.  The performance
measure is comparative total shareholder return (TSR).  The TSR of Vodafone
Group Plc over the three year performance period is compared to that of other
constituent companies of the FTSE Global Telecommunications index and companies
are ranked by reference to their relative TSR performance.  If Vodafone's TSR
performance is such as to position it in the top half of the performance ranking
of the constituent companies, all or some of the shares comprised in the award
will vest.  The vesting schedule provides that 25% of the award will vest for
median performance, rising to full vesting if the Company's performance is
within the top 20% of companies in the index.


(2)   The options will on 1 August 2002 be granted by the Company to the
directors in accordance with the Vodafone Group Plc 1999 Long Term Stock
Incentive Plan and with the new policy on long-term incentives approved by
shareholders at the AGM held on 31 July 2002.  The options will be exercisable
subject to continued employment with the Vodafone Group and the satisfaction of
a performance condition approved by the Remuneration Committee.  The performance
condition is that the compound annual growth in adjusted earnings per share over
the three-year performance period will exceed the compound rate of growth in the
UK Retail Prices Index (RPI) for the same period.  If the compound RPI growth is
exceeded by 5% compound per annum 25% of the option will vest rising to full
vesting if RPI is exceeded by 15% compound per annum.  In the event that full
vesting is not achieved after three years, the measurement may be repeated after
years four and five, measuring performance over four and five years,
respectively.  The options are normally exercisable at any time between 3 and 10
years from the date of grant.


(3)   The options are exercisable at a price per share of 97.00p, which is the
London Stock Exchange closing price per share on 31 July 2002.


(4)   These awards are also conditional on the directors being compliant with
the Company's Share Ownership Guidelines, which provide that they will acquire
and maintain minimum levels of shareholding.  The levels are four times salary
for Sir Christopher Gent and three times salary for the other directors.


(5)   The awards will be granted on 1 August 2002 following the approval by
shareholders at the Company's Annual General Meeting on 31 July 2002 of an
ordinary resolution approving the Company's new remuneration policy.



S R Scott
Company Secretary


                      This information is provided by RNS
            The company news service from the London Stock Exchange