Pricing & Allocation

Carphone Warehouse Group PLC
14 July 2000



Not for release, publication or distribution in,
or into, the United States, Canada, Australia or Japan


CARPHONE WAREHOUSE SHARE OFFER

Pricing and Allocation

Following completion of the global bookbuilding exercise on 13
July 2000, The Carphone Warehouse Group PLC today announces:

Pricing and valuation

-    Offer price has been set at 200p per ordinary share

-    Net proceeds of approximately £185 million (before any
     exercise of the over-allotment option)

-    The total number of issued ordinary shares after the global
     offering will be approximately 819 million (assuming no
     exercise of the over-allotment option)

-    Market capitalisation of the company is approximately £1.64
     billion at the offer price (assuming no exercise of the over-
     allotment option)

-    Over 11,500 retail applicants applied for shares in the
     retail offer

-    Over 10,300 retail applicants agreed not to sell shares for 3
     months, gaining priority in allocation as a result


Global offering and allocation

-    Retail investors who agree not to sell their shares for 3
     months will receive the full amount of shares

-    Retail investors who did not agree to any restrictions on the
     disposal of shares will receive 60 % of shares applied for

Charles Dunstone, Chairman and Chief Executive Officer, said:

'We are delighted at the level of investor interest and the
success of both the institutional book-build - where significant
orders were received from institutions in the UK, continental
Europe and the US - and the retail offer. We have been able to
achieve our aim of delivering meaningful allocations to long-term
retail investors. We welcome all our new shareholders and look
forward to delivering value to them and our customers alike.'


Dealings

-    Conditional dealings in shares
     expected to commence at 8am
     (London time) on the
     London Stock Exchange                       14 July 2000
-    Admission and unconditional dealings
     in shares expected to
     commence at 8 am (London time) on
     the London Stock Exchange                   21 July 2000
-    Shares credited to CREST accounts and
     despatch of definitive share certificates
     (where applicable) expected                 21 July 2000


Over-allotment

-    In connection with the global offering, an over-allotment
     option (greenshoe) has been granted by the Company and
     certain selling shareholders to Credit Suisse First Boston,
     on behalf of the underwriters, which requires the Company and
     such selling shareholders to make available an aggregate of
     approximately 24.58 million additional ordinary shares to the
     underwriters.  If the over-allotment option is exercised in
     full, net proceeds will increase to £215 million.



Enquiries:

The Carphone Warehouse Group PLC
020 8896 5000
Charles Dunstone
David Ross

Credit  Suisse First Boston
020 7888 8888
George Maddison
James Leigh Pemberton

Citigate Dewe Rogerson
020 7638 9571
Anthony Carlisle (0973 611 888)
Chris Barrie
Georgina Peiser
Andrew Robinson (broadcast enquiries)





Notes to Editors:
1.  Carphone Warehouse was founded in 1989 and has experienced
rapid growth in the 1990s under the leadership of Charles Dunstone
and David Ross. The company has three business segments:
-    Distribution - principally comprising retail, on-line and
     insurance
-    Telecoms - comprising on-going revenues and Value Telecom
-    Wireless Internet Services - comprising Mviva and certain
     strategic investments.

2.  Distribution
The Carphone Warehouse is the only pan-European retailer of mobile
telephony products and services. It is the leading independent
mobile phone retailer in the UK, France, Spain, Sweden and Ireland
and is one of the leading such retailers in Belgium and the
Netherlands, in each case in terms of market share.  The Group
expects to develop a strong presence in the German market
following its recent agreement to acquire up to a further 97
retail locations.

The Group provides a growing distribution platform in Europe for
the mobile network operators and equipment manufacturers.  The
Carphone Warehouse is developing its Telecoms division including
its own mobile virtual network operator (MVNO), branded Value
Telecom, and further through its recent acquisition of the UK
business of Cellcom Limited, a cellular services provider, which
will enable it to increase the Group's involvement in after sales
services offered to customers.

The Carphone Warehouse connected approximately 2.3 million
customers to mobile phone networks in the year to 25 March 2000,
compared to approximately 1.1 million connections in the previous
financial year.  48% of connections were for subscription
packages; 52% for pre-pay phones.

As well as its network of shops, The Carphone Warehouse sells
directly to customers via its UK based telephone call centre, a
pan-European website and its site on Open interactive TV.

Approximately 35% of The Carphone Warehouse's customers in the UK
take out insurance policies with Carphone Warehouse Insurance.  As
at 25 March 2000, Carphone Warehouse Insurance had a customer base
of approximately 511,000.  It generated £27.4 million revenues in
the year to 25 March 2000.

3.  Telecoms
Ongoing revenue: The Carphone Warehouse has agreements with an
increasing number of European mobile network operators from which
the Group receives a share of air-time revenue derived from
subscribers introduced by the Group.  The share of these revenues
generates significant recurring cash flows with no direct cost to
the Group.

Value Telecom: Launched in December 1999, Value Telecom is a
mobile virtual network operator.  It offers a tariff structure
combining the advantages associated with the traditional
subscription and pre-pay services. Value Telecom's offering has
been designed not to replicate tariff packages offered by existing
mobile network operators.

4. Wireless Internet Services
This division comprises Mviva, the Group's multi-access internet
portal, and strategic investments in wireless technology and
internet-related businesses.
Mviva will be accessible via mobile and fixed line communications
devices such as mobile phones, PDAs, personal computers, laptop
computers and interactive television.  Mviva will be available to
customers regardless of device or mobile network operator.  It
will be launched initially in five European markets (UK, France,
Spain, Sweden and the Netherlands) this summer and in selected
countries across the rest of Europe over the next 12 to 18 months.
Mviva has arrangements with over 50 third party content and
service providers.
On 12 June 2000, The Carphone Warehouse announced it had entered
into a commercial agreement with AOL Europe. AOL Europe has
acquired 15% of Mviva and has an option to acquire a further 4.9%
within the next 12 months. In return, AOL Europe paid US$25
million in cash and agreed to provide functionality, content and
services to Mviva.
The Group makes strategic investments in new mobile internet
technology in order to strengthen The Carphone Warehouse's ability
to capture, influence and take advantage of the rapid advance of
the relevant technology within the emerging wireless market by
leveraging the Group's brand and distribution network.  The pan-
European coverage of the Group's distribution activities, its
significant customer base and well established relationships with
European mobile network operators attract the interest of wireless
technology and internet entrepreneurs, providing The Carphone
Warehouse with access to a large number of strategic investment
opportunities.

5. Credit Suisse First Boston is global co-ordinator, bookrunner,
sponsor and joint lead manager for the global offer.  Morgan
Stanley Dean Witter is also joint lead manager.

6. Notifications of entitlement are expected be posted to those
successful applicants who agreed to the selling restrictions on 21
July 2000. Share certificates will be sent to those individuals
following the expiration of the selling restriction period in
October 2000. Other successful applicants under the Retail Offer
who did not elect to agree to the three month restriction are
expected be posted their share certificates on 21 July 2000.


This announcement has been issued by, and is the sole
responsibility of, The Carphone Warehouse Group PLC ('The Carphone
Warehouse') and has been approved for the purpose of section 57 of
the Financial Services Act 1986 by Credit Suisse First Boston
(Europe) Limited ('Credit Suisse First Boston'), which is
regulated in the United Kingdom by The Securities and Futures
Authority Limited.  Credit Suisse First Boston is advising The
Carphone Warehouse in relation to the proposed flotation and
global offer (together the 'Global Offer') and no one else and
will not be responsible to anyone other than The Carphone
Warehouse for providing the protections afforded to customers of
Credit Suisse First Boston, nor for providing advice in relation
to the Global Offer.

This announcement does not constitute, or form part of, an offer,
or any solicitation of an offer, for securities and any purchase
of, or application for, shares in the Global Offer should only be
made on the basis of information contained in the prospectus and
supplementary prospectus issued in connection with the Global
Offer.  Prices and values of, and income from, shares may go down
as well as up.  Persons needing advice should consult a
professional adviser.  Stabilisation/FSA.

This announcement is not for release, publication or distribution
in, or into, Canada, Australia or Japan.  Furthermore, neither the
announcement, nor any copy of it, may be taken or transmitted into
the United States, or distributed, directly or indirectly, in the
United States or to any US person (as such terms are defined in
Regulation S under the US Securities Act of 1933, as amended (the
'Securities Act')).  Any failure to comply with this restriction
may constitute a violation of United States securities laws.

This announcement is not an offer of securities for sale in the
United States, Canada, Australia or Japan.  In particular, the
shares in The Carphone Warehouse are not being registered under
the Securities Act and may not be offered or sold in the United
States or to or for the account or benefit of US persons (as such
terms are defined in Regulation S under the Securities Act) unless
registered under the Securities Act or pursuant to an exemption
from such registration.  The Carphone Warehouse does not intend to
register its shares under the Securities Act.  Any offer of shares
in The Carphone Warehouse in the United States will only be made
by means of an offering circular that will contain detailed
information about The Carphone Warehouse and its management, as
well as financial statements.