Director Shareholding

Vodafone Group PLC
25 April 2002



Vodafone Group Plc ('the Company')

In accordance with the provisions of Section 329 of the Companies Act 1985, I
hereby inform you that Mr Vittorio Colao, who was appointed an Executive
Director of the Company on 1 April 2002, is interested in 100,146 ordinary
shares of US$0.10 each in the Company by virtue of an award of Global
Market-Related Remuneration (GMR) share options on 2 July 2001 under the
Vodafone Group Plc 1999 Long Term Stock Incentive Plan at a price of 164.49
pence.

The vesting of these GMR options is conditional on the achievement of
performance targets, which have been set by the Remuneration Committee of Board.
The vesting period for GMR options is five years but exercise is permitted to
the extent that targets have been achieved within the fourth and fifth
performance year.




S R Scott
Company Secretary




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