Director Shareholding

Vodafone Group Plc
02 July 2004

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

                         A               B                C                D                E
                   Vesting of     Vesting of       No. of shares    No. of shares    Short term
                                                   sold             transferred      incentive new
                   long term      short term                                         awards
                                                   (4)              (5)              (6)
                   incentive      incentive                                          
                   award shares   award shares
                   (1) (3)        (2) (3)

Arun Sarin                      -                -                -                -        1,520,600

Peter Richard             110,139        1,073,724          485,384          698,479          901,981
Bamford

Thomas Geitner             85,276          311,064                -          396,340                -

Julian Michael            134,864                -           55,295           79,569                -
Horn-Smith

Kenneth John              110,139                -           45,157           64,982                -
Hydon





(1)        The Trustees of the Vodafone Group Employee Trust have resolved to
release these shares to directors following assessment of the performance, time
and employment conditions to which the awards were subject.  Based on the
performance achieved, 36.9% of the shares comprised in the original award have
vested and the remainder of the award has lapsed.  The awards were granted on 20
June 2001 in accordance with the Vodafone Group Long Term Incentive Plan.

(2)        The Trustees of the Vodafone Group Employee Trust have resolved to
release these shares to directors following assessment of the performance, time
and employment conditions to which the awards were subject.  Based on the
performance achieved, 100% of the shares comprised in the original award have
vested. The awards were granted on 19 June 2002 in accordance with the Vodafone
Group Short Term Incentive Plan.

(3)        The figures in columns A and B are the number of shares comprised in
the vested percentage of the original award plus the number of shares that
represent the value of dividends declared and paid or payable in respect of such
shares since the date of award.

(4)        The figures in column C are the number of shares out of those listed
in columns A and B that the Company has been advised by Mourant & Co were sold
by the Trustees of the Vodafone Group Employee Trust on 1 July 2004 at 120.0118
pence per share on behalf of the directors.  These share sales were made to
satisfy the tax liabilities arising on the release of the shares to directors.

(5)        The figures in column D are the net number of shares that the Company
has been advised by Mourant & Co were on 1 July 2004 transferred from the
Trustees to the directors in satisfaction of the vesting of the long term and
short term awards of shares disclosed in columns A and B.

(6)        The Company was advised by Mourant & Co on 1 July 2004 that, further
to conditional awards made by the Trustees of the Vodafone Group Employee Trust
in accordance with the Vodafone Group Short Term Incentive Plan, the number of
shares in column E were on 1 July 2004 awarded at a price per share of 120.0118
pence.  The cash equivalent values of two thirds of these awards were outlined
in the Annual Report and Accounts and Form 20-F for the year ended 31 March
2004.  The shares will normally be transferred to participants on or shortly
after the second anniversary of the date of grant of the award, subject to the
continued employment of the participants.  The vesting of one third of the
shares in each award is additionally conditional on the achievement of a
performance target approved by the Remuneration Committee.  The condition is
dependent on growth in adjusted earnings per share over the two year performance
period.  Seventy-five percent of the award subject to the performance condition
will be released for the achievement of EPS growth of eleven percent over the
two year period, rising on a straight line basis to one hundred percent vesting
for growth of sixteen percent over the two-year period.



In accordance with Section 329 of the Companies Act 1985, I have to inform you
that on 1 July 2004 Peter Bamford, a director of the Company, exercised an
option granted to him in July 1997 under the terms of the Vodafone Group Plc
Share Option Scheme (a share scheme not approved by the Inland Revenue under
which the option exercise period expires seven year after the grant) over
150,500 ordinary shares of US$0.10 each in the capital of the Company at an
exercise price of 58.7p per share.  Subsequently, 104,454 of the shares were
sold at a price of 120.56p per share to cover the cost of the option and the tax
liability arising on the exercise of the option.



As a result of the above, the interests in shares (excluding share options and
unvested incentive shares) of the following Directors have increased to the
following:



Mr A Sarin                 4,844,000

Mr P R Bamford             1,035,613

Mr T Geitner                 408,690

Sir Julian Horn-Smith      1,814,973

Mr K J Hydon               2,390,752



S R Scott

Company Secretary


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