Director Shareholding

Vodafone Group Plc
17 December 2004


Vodafone Group Plc ('the Company')



In accordance with Section 329 of the Companies Act 1985 I have to inform you
that (further to the announcement on 15 December 2004), on 16 December 2004 Arun
Sarin (the Chief Executive of the Company), exercised an option, granted to him
in April 1998 under the terms of the AirTouch Communications Inc. 1993 Long-Term
Stock Incentive Plan, over 211,000 ADSs in the capital of the Company at an
exercise price of $16.125 per ADS.  Subsequently, the shares were sold at an
average price of $27.002 per ADS.  The option was scheduled to lapse, if not
exercised, in April 2005.


As a result of this transaction Mr Sarin has an interest, excluding unexercised
share options and incentive shares, of 4,844,000 shares in the Company.


Stephen Scott
Group General Counsel and Company Secretary



Note:    American Depositary Shares ('ADSs'), each representing ten ordinary
shares of Vodafone Group Plc, are traded on the New York Stock Exchange under
the symbol 'VOD'.




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