Director Shareholding

Vodafone Group PLC
24 June 2002



Vodafone Group Plc ('the Company')


In accordance with Section 329 of the Companies Act 1985, I have to inform you
that the Company has today been advised by Mourant & Co that, further to
conditional awards made on 19 June 2002 by the Trustees of the Vodafone Group
Employee Trust in accordance with the Vodafone Group Short Term Incentive Plan,
1,050,913 and 304,457 ordinary shares of US$0.10 each in the capital of the
Company were purchased at a price per share of 91.97 pence on behalf of Peter
Bamford and Thomas Geitner, directors of the Company, respectively, the cash
benefits of which were outlined in the Annual Report and Accounts for the year
ended 31 March 2002. The shares were purchased by the Trustees at a price per
share of 91.97 pence. 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 performance
condition is that the growth in adjusted earnings per share over the two-year
performance period must be at least six percentage points above the rate of
growth of the UK Retail Prices Index over the same period.


S R Scott
Company Secretary




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