Acquisition of Eircell

Vodafone Group PLC
21 December 2000


Not for distribution in or into Australia, New Zealand or
South Africa

21 December 2000


                   Vodafone Group Plc
                 Acquisition of Eircell

Vodafone Group Plc ('Vodafone') and eircom plc ('eircom')
have reached agreement on the terms of the acquisition by
Vodafone of the business of Eircell ('Eircell'), eircom's
mobile  operator.   The  acquisition  values  Eircell  at
approximately   EUR4.5  billion,   which   includes   the
assumption of EUR250 million of net debt.

The  acquisition  will be effected  by  the  demerger  of
Eircell to a newly incorporated company, Eircell 2000 plc
('Eircell  2000'),  followed by a recommended  offer  for
Eircell  2000,  to be made by UBS Warburg  on  behalf  of
Vodafone (the 'Offer').  eircom shareholders will receive
one Eircell 2000 share for every eircom share held at the
time of the demerger.

The  Offer  will be 0.9478 Vodafone shares for every  two
Eircell  2000  shares, valuing Eircell 2000's  shares  at
approximately  EUR4.2 billion, based on Vodafone's  share
price  of  £2.45 at the close of business on 20  December
2000.   Vodafone  expects  to issue  approximately  1.046
billion new Vodafone shares to Eircell 2000 shareholders.

The  demerger  and the Offer will be recommended  by  the
eircom  board,  and the Offer will be conditional,  inter
alia, on the following:

  * more   than  50  per  cent.  of  eircom  shareholders
     voting  in favour of the demerger of Eircell  at  an
     eircom EGM;
     
  * more  than  50  per cent. acceptances in relation  to
     the Offer; and
     
  * regulatory  approvals  from the  European  Commission
     and Irish regulatory authorities.

     
Irrevocable undertakings to vote in favour of  the  Offer
have  been received from Comsource (owned by KPN  Telecom
B.V.  and  Telia AB) and those eircom directors who  will
hold  Eircell 2000 shares, representing approximately  35
per  cent.  of  the  Eircell 2000 shares  to  be  issued.
Comsource  has agreed not to sell the Vodafone shares  it
receives  as  a result of the Offer in the market  for  a
period of 30 days after the receipt of such shares.

The  Offer is expected to complete in the first  half  of
2001.

Julian  Horn-Smith, Chief Executive of  Vodafone  Europe,
commented:

'Vodafone is acquiring the market leader in the  Republic
of Ireland, adding more than 1.2 million customers to its
base,  in  an  attractive  mobile  market  with  a   high
proportion of young people and a fast growing population.
Eircell  complements  Vodafone's  existing  presence   in
Northern Ireland and enhances its European footprint.  In
addition, we are able to offer Eircell the opportunity to
participate  in  the  substantial advantages  offered  by
Vodafone's global reach.'

Alfie Kane, Chief Executive of eircom, commented:

'This transaction will result in a substantial release of
value to our shareholders who are now benefiting from the
development  of  Eircell  into Ireland's  leading  mobile
communications company.  The combination of Eircell  with
Vodafone's   global  footprint  will  enhance   Eircell's
ability to meet its longer-term strategic challenges.'

Eircell has an estimated 60 per cent. market share in the
Republic of Ireland with over 1.2 million subscribers and
is  the  clear market leader in both the residential  and
corporate  segments.  For the year ended 31  March  2000,
Eircell recorded revenues of EUR484 million and EBITDA of
EUR129  million.  For the six months ended  30  September
2000,  revenues  grew by 49 per cent. to  EUR327  million
(EUR219  million) and EBITDA grew 37 per cent.  to  EUR82
million (EUR60 million).

Vodafone was advised by UBS Warburg.


Notes to editors:
The exchange rate used to convert pound sterling ('£') to
euro ('EUR') is 1.6422

ENQUIRIES:

Vodafone Group Plc
Tim Brown, Group Corporate Affairs Director
Melissa Stimpson, Senior Investor Relations Manager
Jon Earl, Investor Relations Manager
Tel: [phone]

Tavistock Communications
Lulu Bridges
Tel: [phone]

UBS Warburg
Warren Finegold
Andre Sokol
Tel: [phone]

This  announcement has been issued by  and  is  the  sole
responsibility of Vodafone Group Plc.  UBS Warburg  Ltd.,
a  subsidiary of UBS AG, which is regulated in the United
Kingdom  by the Securities and Futures Authority Limited,
is  acting for Vodafone Group Plc and for no one else  in
connection with the proposed transaction and will not  be
responsible to anyone other than Vodafone Group  Plc  for
providing  the protections afforded to customers  of  UBS
Warburg Ltd., or for providing advice in relation to  the
transaction.

This  announcement does not constitute, or form part  of,
an  offer  or any solicitation of an offer for securities
in any jurisdiction.