Directors' Notification of Dealing in Shares

Vodafone Group PLC
28 July 2000


Vodafone Group Plc ('the Company')

In  accordance with Section 329 of the Companies Act 1985, I  have
to  inform  you  that today the Company has made awards  of  share
options  in accordance with the Vodafone Group Plc 1999 Long  Term
Stock  Incentive Plan and the Company's new Global  Market-Related
Remuneration  (GMR) Policy at a price of 291.5 pence per  ordinary
share of US$0.10 each to the following directors:

Christopher Charles Gent          5,434,264
Peter Richard Bamford             2,592,355
Thomas Geitner                    2,592,355
Julian Michael Horn-Smith         2,592,355
Kenneth John Hydon                2,592,355

The vesting of these GMR options is conditional on the achievement
of  performance  targets which have been set by  the  Remuneration
Committee of the Board. The targets are equally related  to  Total
Shareholder  Return (TSR) performance against  a  Peer  Group  and
compound  EBITDA targets over the performance period. 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.

These awards are also conditional on the Directors being compliant
with  the Company's Share Ownership Guidelines, which provide that
they  will  have and maintain minimum levels of shareholding.  The
levels  are  four times salary for Mr Gent and three times  salary
for the other directors.



S R Scott
Company Secretary