Exchange of Shares

Banco Santander Central Hispano SA
17 July 2000


MATERIAL EVENT

Banco Santander Central Hispano SA informs that it has accepted today, in
conjunction with four other Spanish financial entities, an offer by Vodafone
Airtouch Plc to exchange its shareholding of 30.46% in Airtel Movil S.A. for
shares in Vodafone Airtouch Plc.  This acceptance is irrevocable and its
implementation is subject to a series of conditions that include the approval of
the relevant Spanish and European authorities.  It is expected that the exchange
of shares will take place in the last quarter of this year.

The exact number of shares to be received by Grupo Santander Central Hispano
will be calculated on the basis of the average share price of Vodafone during a
period prior to the exchange, as follows:

a)  if the average share price is equal to or superior to 292.5 pennies,
    Grupo Santander Central Hispano will receive a total of 1.712 billion 
    shares

b)  if the average share price is equal or inferior to 225 pennies, Grupo
    Santander Central Hispano will receive 2.226 billion shares

c)  if the average share price is between 292.5 and 225 pennies, the number
    of shares that will be received by Grupo Santander Hispano will be set
    between a minimum of 1.712 billion shares and a maximum of 2.226 billion
    shares, in order to preserve the market valuation of the final number
    of shares received in the exchange.

Madrid, July 17, 2000