Form 5
Form 5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

ANNUAL STATEMENT OF CHANGES
BENEFICIAL OWNERSHIP

 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
1. Name and Address of Reporting Person*
Wharton, Peter		 2. Issuer Name and Ticker or Trading Symbol
VI Group, PLC AMEX: GVI - LSE: VIG   

6. Relationship of Reporting Person(s) to Issuer
                  (Check all applicable)
_X_ Director                            ___ 10% Owner
_X_ Officer (give title below)   ___ Other (specify below)

Finance Director (through February 22, 2003)
(Last)             (First)            (Middle)

Wayfarers Cottage
37 Regent Street 		3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Year

12/31/2002
(Street)

Stonehouse Gloucestershire UK GL 10 2AA		 5. If Amendment, Date of Original (Month/Year)

  		7. Individual or Joint/Group Filing
           (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)             (State)             (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3) 		2. Transaction
Date
(Month/
Day/
Year) 		2A. Deemed
Execution
Date, if any
(Month/
Day/
Year) 		3. Transaction
Code
(Instr. 8)		 4. Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of
Securities
Beneficially
Owned at end
of Issuer's
Fiscal Year
(Instr. 3 and 4) 		6. Ownership Form:
Direct (D) or
Indirect (I)
(Instr. 4)		 7. Nature of Indirect
Beneficial Ownership
(Instr. 4)
Code V Amount (A)
or
(D)		 Price
None                    
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 (Over)
SEC 2270 (9-02)
FORM 5 (continued)
 Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)		  
1.
Title of Derivative Security
(Instr.3)		 2.
Conversion or
Exercise
Price of
Derivative
Security		 3.
Transaction
Date
(Month/
Day/
Year)		 3A.
Deemed Execution Date, if any
(Month/
Day/
Year)		 4.
Transaction
Code
(Instr. 8)		 5.
Number of Derivative
Securities
Acquired (A) or Disposed of(D)
(Instr. 3, 4 and 5)
 6.
Date Exercisable
and Expiration Date
(Month/Day/Year)		 7.
Title and Amount of
Underlying Securities
(Instr. 3 and 4)		 8.
Price of
Derivative
Security
(Instr. 5)		 9.
Number of
Derivative
Securities
Beneficially
Owned at
End of
Year
(Instr. 4)		 10.
Ownership
Form of
Derivative
Security:
Direct (D) or Indirect (I)
(Instr. 4)		 11.
Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable		 Expiration
Date		 Title Amount
or
Number
of Shares
Option to Buy 21p   N/A   N/A     N/A N/A 10/21/2001 10/21/2008 Ordinary Shares of 0.5p 142,857 N/A Options to D N/A
Explanation of Responses:
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/ Peter Wharton
**Signature of Reporting Person 		03/21/2003 
Date
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