Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rules 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Dated February 1, 2008

VODAFONE GROUP

PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

VODAFONE HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN, ENGLAND

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

This Report on Form 6-K contains a news release issued by Vodafone Group Plc on, January 31 2008, entitled “INTERIM MANAGEMENT STATEMENT FOR THE QUARTER ENDED 31 DECEMBER 2007”.

31 January 2008

INTERIM MANAGEMENT STATEMENT FOR THE QUARTER ENDED 31 DECEMBER 2007

Key highlights of the three month period ended 31 December 2007:

·                     Group revenue of £9.2 billion, an increase of 15.8%, with organic growth of 4.4%:

—                   Europe: service revenue growth of 2.0% for Europe, business segment service revenue growth of 4.8%, messaging revenue up 8.1% and data revenue up 35.5%, all on an organic basis

—                   EMAPA: service revenue growth of 48.1%, reflecting acquisitions of India and Turkey. Organic growth of 13.7%

—                   Group data revenue up 51.6% with organic growth of 41.5%

—                   Total Communications products contribute around 13% of Group revenue

·                     Proportionate mobile customer base of 252.3 million at 31 December 2007, up 10.8 million

·                     Strong growth in net customer additions of 2.0 million at Verizon Wireless and service revenue growth of 14.4%

·                     3.1 million DSL customers across 11 markets following the acquisition of Tele2’s operations in Italy and Spain

·                     Site-sharing agreement in Italy and IT outsourcing agreement in India demonstrate ongoing drive for efficiency

·                     Creation of an independent tower company in India to accelerate roll-out and to reduce overall cost

·                     Vodafone reiterates the increased current year outlook which it announced with its half-yearly results

·                     Additionally the current year outlook, particularly for revenue, may benefit from exchange rate movements

Arun Sarin, Chief Executive, commented:

“We have sustained our recent momentum in the third quarter, executing on our strategic objectives in competitive markets, with over 250 million proportionate customers driving strong growth in voice usage and data revenue. We are also maintaining our rigorous focus on costs across the Group, positioning us well to sustain our progress. We are reiterating our current year outlook.”

KEY PERFORMANCE INDICATORS - MOBILE TELECOMMUNICATIONS BUSINESSES

GROUP REVIEW

Operating review

Group revenue increased by 15.8% to £9.2 billion and by 4.4% on an organic basis.  The net impact of acquisitions and disposals, principally India and Turkey, contributed 6.6 percentage points to revenue growth and exchange rate movements contributed a further 4.8 percentage points. Organic total revenue growth was 2.2% in the Europe region, whilst the EMAPA region delivered 13.8% on an organic basis.

Organic voice revenue growth of 0.7% reflects sustained growth in outgoing voice minutes offset by effective price declines, as well as the expected impact of the Group’s European roaming price reductions, roaming regulation and the cancellation of top up fees in Italy.  Organic data revenue growth remains strong at 41.5%, driven by the take-up of handheld business devices and Vodafone Mobile Connect cards.

Group mobile customers in subsidiaries and joint ventures increased to 221.2 million at the end of the quarter from 210.4 million at 30 September 2007.  On a proportionate basis the closing customer base reached 252.3 million, with 10.8 million proportionate mobile net additions in the quarter.   The Group has 24.7 million 3G devices, which includes 20% of the European customer base.

Review of strategic objectives

The Group continues to focus on executing against its strategic objectives.

Revenue stimulation and cost reduction in Europe

The Group’s focus in Europe is to drive additional usage and revenue from core voice and messaging services and to reduce the cost base.

On an organic basis,  voice revenue for the quarter in Europe declined 2.2%, with outgoing voice revenue declining 1.7%. This was primarily due to the cancellation of top up fees in Italy.  Across Europe a 17.7% fall in effective outgoing price per minute has been offset by initiatives to stimulate additional usage with 19.4% growth in total outgoing voice usage, including 7.7% growth on a per customer basis.  Organic messaging revenue growth for the quarter was 8.1%, principally due to strong growth in messaging usage in Italy and the UK where the total number of SMS messages sent in the quarter grew over 30% year on year, achieved through the success of bundled offers.

Organic service revenue growth in the business segment, which represents 28% of European service revenue, was 4.8%, helped by the strong growth in sales of handheld business devices and Vodafone Mobile Connect cards, as the Group continues to benefit from its market leading position.

The Group’s cost reduction programmes are well on track. The Group announced a six year site-sharing agreement with Telecom Italia; IT Application Development and Maintenance outsourcing has now been implemented in 11 markets; consolidation of the Group’s European data centres into two central hubs is largely complete and; the transformation of the supply chain management process is on schedule, with over £300 million cumulative savings to date. In the quarter Vodafone Essar also announced a five year agreement with IBM India to outsource the management of its entire back office IT operations in a deal designed to boost efficiency and to further enhance its service to customers.

For the 2008 financial year, the Group continues to expect mobile capital expenditure to be 10% of mobile revenue for the total of the Europe region and common functions and mobile operating expenses to be broadly stable when compared with the 2006 financial year.

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Innovate and deliver on our customers’ total communications needs

The Group expects its Total Communications initiatives to represent approximately 20% of Group revenue by March 2010, an increase from around 10% in the 2007 financial year.  In the third quarter, these areas contributed around 13% of revenue, up from around 11% in the prior year.

The Group continues to experience strong growth in sales of handheld business devices and Vodafone Mobile Connect cards. The latter has been particularly enhanced by the success of the Vodafone Mobile Connect USB modem offering into the consumer segment. Vodafone now has over 4.9 million customers taking these services across the Group, an increase of 107% compared to 31 December 2006.

Fixed location pricing plans are now available in 12 markets for both consumer and business customers.  The Group now has 4.2 million Vodafone At Home customers on fixed location tariffs and 2.9 million Vodafone Office customers.

In December 2007, the Group completed the acquisition of Tele2’s operations in Italy and Spain, delivering Vodafone the infrastructure and expertise necessary for a competitive broadband offering in two of its key European markets.  Vodafone is now offering fixed consumer broadband services to 3.1 million customers across 11 markets. Of these, Germany remains the most significant with Arcor having 2.4 million DSL lines at 31 December 2007, up 29.8% compared with December last year.

Deliver strong growth in emerging markets

Further strong performances have been delivered during the quarter in the Group’s emerging markets, primarily driven by growth in customers. Organic service revenue growth, excluding India and Turkey, grew 13.7% in the EMAPA region, with growth at constant exchange rates of 18.7% in Romania, 30.7% in Egypt and 14.7% at Vodacom, the Group’s 50% joint venture with principal operations in South Africa.

The Group’s more recent acquisitions in India and Turkey have delivered strong year on year total revenue growth of 56% and 26% respectively at constant exchange rates, calculated by assuming the Group owned the businesses for the whole of both quarters. Vodafone Essar had nearly 40 million customers at the end of December 2007.

Actively manage our portfolio to maximise returns

In December 2007, Vodafone Essar Limited, Bharti Infratel Limited and Idea Cellular Limited announced the formation of an independent tower company, Indus Towers Limited, to provide passive infrastructure services. Vodafone Essar will own 42% of the company which will operate in 16 circles in India. This is expected to accelerate the expansion of coverage, particularly into rural areas, and improve network coverage to the benefit of the Indian consumer, and enable the shareholders and other telecom operators to drive economies of scale.

Vodafone was part of a consortium that won the auction in December 2007 for the second mobile licence in Qatar. Vodafone will contribute up to US$400 million of cash in a mix of equity and debt, as well as its brand, international expertise and a range of world-class products and services. It is intended that operations will be launched later in the year.

Net debt was broadly unchanged since 30 September 2007, with the contribution from free cash flow generated in the quarter offset by the increase in net debt resulting from the acquisition of Tele2’s operations in Italy and Spain and exchange rate movements, particularly the Euro.

Outlook

The Group’s underlying financial performance for the quarter is consistent with its expectations and the Group is therefore reiterating its outlook statement for the year ending 31 March 2008¹. There have been significant recent movements in exchange rates, notably a strengthening of the Euro. Should these persist, this would have a favourable impact on the Group’s financial performance, particularly with respect to revenue, relative to the outlook statement issued in the Group’s half-yearly report in November 2007.  The components of this outlook statement were:

¹ The Group’s outlook reflects average foreign exchange rates for the 2008 financial year of approximately Euro 1.45:£1 and US$2.04:£1, which are unchanged from the Group’s Half-Yearly Financial Report. A substantial majority of the Group’s revenue, adjusted operating profit, capitalised fixed asset additions and free cash flow is denominated in currencies other than sterling, the Group’s reporting currency.

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The outlook for free cash flow is stated before payment for the second mobile licence in Qatar.

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REGIONAL RESULTS

Europe

Mobile customers

The Europe region recorded 3.1 million net customer additions in the quarter, in line with the same quarter last year. The total customer base reached 109.1 million at the end of the quarter, up 10.3 million since the same quarter last year.

Mobile usage

Total voice usage increased by 16.5% compared with the same quarter last year.  Outgoing call volumes increased by 19.4% resulting from a 10.9% growth in average customers and a 7.7% growth in outgoing usage per customer.

Germany was particularly strong with 31.3% growth in total outgoing usage, driven by the take-up of bigger minute bundles and flat tariffs, with 19.1% growth in usage per customer, mitigating the 27.1% decline in effective price per minute. In Italy, total outgoing minute growth accelerated to 22.4% year on year from 14.7% in the previous quarter through the success of a promotion targeting unlimited calls to other Vodafone numbers and other contract minute bundles.

Revenue

Reported revenue growth of 7.3% included 0.7 percentage points benefit from the inclusion of Tele2 in Italy and Spain, and 4.4 percentage points from exchange rate movements due to strengthening of the Euro in the quarter. Organic service revenue growth for the quarter was 2.0%, consistent with the underlying trend in the previous quarter, demonstrating continued robust performance in markets that continue to be challenging.

¹  Organic growth figures for Italy, Spain and the Europe region are stated excluding the contribution from Tele2.

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Voice revenue

Voice revenue declined by 2.2% on an organic basis compared with the same quarter last year, in line with the previous quarter when adjusted for the VAT refund in the UK.  Outgoing voice revenue declined 1.7% on an organic basis as effective price per minute fell 17.7%, consistent with the previous quarter, mitigated by strong usage growth, notably in Germany.  Incoming voice revenue declined by 3.9% on an organic basis with an 11.9% reduction in effective revenue per minute, principally due to ongoing termination rate cuts, offset by 9.0% growth in incoming volumes.  Roaming and international visitor revenues declined 9.9% year on year on an organic basis from the impact of the Group’s initiatives on retail and wholesale roaming and the recent European roaming regulation. Usage across these categories grew 14.1% year on year demonstrating that the Group’s lower pricing is gaining traction with customers.

Messaging revenue

The Europe region recorded 8.1% organic growth in messaging revenue compared with the same quarter last year, in line with the previous quarter, but with divergent trends across the region. Vodafone’s Infinity proposition in Italy and bundled offers in the UK contributed to constant exchange rate growth in messaging revenue of 16.9% and 21.2% respectively. In Germany, messaging revenue fell 8.6% at constant exchange rates, consistent with trends in the prior quarter, as the new voice tariffs with inclusive on-net SMS led to an 18.7% fall in effective price per message.

Data revenue

Data revenue growth remained strong, increasing by 35.5% on an organic basis and continued to benefit from growth in business services and the increasing penetration of 3G devices, which now number 22.1 million and represent 20% of the European customer base.  Handheld business devices increased by 128% since December last year to 2.4 million, with Vodafone Mobile Connect cards up 69% to 1.9 million.

Fixed line revenue

Fixed line revenue grew 23.9%, boosted by the first time inclusion of Tele2 in Italy and Spain, and by 5.5% on an organic basis.  In Germany, Arcor generated 9.5% service revenue growth at constant exchange rates, driven by a 29.8% year on year increase in DSL customers to 2.4 million.  At the end of December 2007, Italy and Spain had 0.4 million and 0.2 million DSL customers respectively following the acquisition of Tele2’s operations in those markets.

Associates and investments

SFR recorded 0.3 million proportionate net additions in the quarter, bringing the proportionate mobile customer base to 8.3 million. Vivendi is expected to report further financial information for SFR on 29 February 2008.

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EMAPA

The EMAPA region recorded 7.7 million customer net additions in the quarter compared with 4.5 million in the same quarter last year. India accounted for most of the increase, with Vodafone Essar generating a 71% increase in customers year on year, adding 4.2 million customers in the quarter.

The total customer base reached 112.0 million, surpassing Europe for the first time, and included 39.9 million customers in Vodafone Essar in India, making it the largest operator by customers within the Vodafone Group.

Total revenue grew 13.8% on an organic basis, with reported revenue growth of 46.8%, including a 26.8 percentage points benefit from acquisitions and disposals, primarily relating to the timing of the acquisition in India, and 6.2 percentage points from exchange rate movements, notably from Turkey.  On a proforma basis, including India and Turkey in the prior year period, total revenue grew 22%.

Organic growth in service revenue in the quarter of 13.7% compares with 13.1% in the previous quarter. Customer growth remains the key driver of the organic increase in service revenue, with average customers up 26.3% on an organic basis.

Eastern Europe

Organic growth in service revenue was 9.9% in Eastern Europe¹, slightly higher than the 9.0% growth in the previous quarter.

Romania continues to be the principal driver of organic growth in Eastern Europe, where the customer base has reached 8.8 million. Despite an increasingly competitive environment, service revenue growth in Romania at constant exchange rates was 18.7%², similar to growth in the previous quarter, with 17.5% growth in average customers enhanced by a 1.1% increase in ARPU.

In Turkey, year on year total revenue growth for the quarter was 25.7%, notwithstanding a very competitive environment. Customer growth continues to be strong at 0.4 million in the quarter, but lower than the 0.8 million in the previous quarter following measures taken to improve the quality of customers acquired.

¹ EMAPA, Eastern Europe and Middle East, Africa & Asia organic growth where relevant exclude Turkey and India as these were not part of the Group for all of the year to 31 March 2007.

² On 1 October 2007, Romania rebased all of its tariffs and changed its functional currency from US dollars to Euros.  In calculating all constant exchange rate and organic metrics including Romania, previous US dollar amounts have been translated into Euros at the 1 October 2007 opening exchange rate.

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Middle East, Africa and Asia

Organic service revenue growth in Middle East, Africa and Asia was 20.9%, similar to growth in the previous quarter, driven by 37.5% organic growth in average customers.

At constant exchange rates, Egypt delivered growth in service revenue of 30.7%, compared with 26.4% growth in the previous quarter.  Customer net additions were 1.1 million. With a customer base of 13.3 million at 31 December 2007, average customers have increased by 55.7% compared with the same quarter last year.

Vodacom had service revenue growth of 14.7% at constant exchange rates, lower than the previous quarter reflecting lower average customer growth as market penetration rises.  The Group’s share of net additions was 0.7 million, bringing the Group’s share of the closing customer base to 16.5 million.  Messaging and data revenue growth remain very strong, with a combined increase of 44.3% compared to the prior year at constant exchange rates.

Vodafone Essar, the Group’s Indian operation, registered 4.2 million customer net additions in the quarter bringing the closing customer base to 39.9 million, up 71% on December last year.  Year on year total revenue growth for the quarter was 56%, assuming the Group owned the business for the whole of both quarters. Earlier this month the Department of Telecommunications in India allocated spectrum to Vodafone Essar in six additional circles. The Group anticipates launching operations in these circles later this calendar year, providing a national footprint and enabling it to benefit from the rapid penetration growth in rural areas.

Pacific

The Pacific area delivered 7.5% organic growth in service revenue, higher than the 5.5% growth in the previous quarter. This has been driven by higher growth in Australia in the postpaid customer base during the quarter, with greater focus on new contract connections and an expansion in retail distribution, combined with strong data and DSL growth in New Zealand.

Associates and investments

Verizon Wireless

In the US, Verizon Wireless continued its strong momentum, with service revenue growth of 14.4% as robust ARPU was sustained by strong growth in messaging and data revenue of 54% at constant exchange rates. Verizon Wireless maintained strong growth in retail customers, with 1.9 million retail net additions compared with 1.8 million in the previous quarter.

Other

The Group’s other investments in EMAPA registered 0.9 million proportionate customer net additions in the quarter, primarily relating to the Group’s 3.3% stake in China Mobile.

-ends-

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Notes to editors:

1.             Vodafone, the Vodafone logos, Vodafone live!, Vodafone At Home, Vodafone Office, Vodacom and Vodafone Mobile Connect are trademarks of the Vodafone Group.

2.             References to ‘the previous quarter’ are to the quarter ended 30 September 2007 unless otherwise stated.

3.             Eliminations within the Europe and EMAPA service revenue tables represent intercompany revenue between the segments within the respective region.

4.             The basis of the calculation for organic growth is included on page 159 of the Group’s Annual Report for the year ended 31 March 2007. For organic revenue growth, the main adjustments within the EMAPA region are for the acquisitions of Vodafone Essar in India and the Group’s subsidiary in Turkey, and the change in status of Vodafone’s interest in Bharti Airtel to an investment, as well as foreign exchange movements. For the Europe region, the principal adjustments are for foreign exchange movements and the acquisition of Tele2 in Italy and Spain.

5.             The Group’s outlook for the year ending 31 March 2008 is contained on page 59 of Vodafone’s Annual Report for the year ended 31 March 2007 and was updated in the Half-Yearly Financial Report for the six months ended 30 September 2007.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements which are subject to risks and uncertainties because they relate to future events.  In particular, such forward-looking statements include statements with respect to Vodafone’s expectations as to expected savings from cost reduction initiatives, including the site-sharing agreement in Italy; expectations as to levels of capital expenditure and operating expenditure; targeted revenue from the Group’s total communications initiatives; the anticipated impact of favourable exchange rate movements on the Group’s results for the current fiscal year; anticipated expansion of coverage in India through Vodafone Essar’s investment in Indus Towers Limited; the anticipated launch of operations in six additional circles in India; the anticipated launch of operations in Qatar; and the Group’s expectations for revenue, adjusted operating profit, capitalised fixed asset additions, depreciation and amortisation charges and free cash flow for the 2008 financial year contained within the outlook statement on page 3 of this document.  Some of the factors which may cause actual results to differ from these forward-looking statements can be found by referring to the information under the headings “Cautionary Statement Regarding Forward-Looking Statements” in the Half-Yearly Financial Report for the six months ended 30 September 2007 and “Risk Factors, Seasonality and Outlook - Risk Factors” in Vodafone Group Plc’s Annual Report for the year ended 31 March 2007.  The Half-Yearly Financial Report and the Annual Report can be found on the Group’s website (www.vodafone.com).

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MOBILE CUSTOMERS⁽¹⁾ – 1 APRIL 2007 TO 31 DECEMBER 2007

Notes:

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MOBILE CUSTOMER CHURN

Notes:

3G DEVICES⁽¹⁾

Notes:

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MOBILE VOICE USAGE VOLUMES