Director Shareholding

Vodafone Group PLC
14 January 2002

Vodafone Group Plc ('the Company')

In accordance with Section 329 of the Companies Act 1985, I have to inform you
that the Company was advised on 14 January by Mourant ECS Trustees Limited
that on 11 January 2002 the following directors acquired an interest in the
following number of ordinary shares of US$0.10 each in the Company at the
price of 168p per share pursuant to the rules of the Vodafone Group Profit
Sharing Scheme:

                                                No. of shares
Mr P R Bamford                                  792
Sir Christopher Gent                            716
Mr J M Horn-Smith                               792
Mr K J Hydon                                    792

S R Scott
Company Secretary