Acquisitions, etc

VODAPHONE AIRTOUCH PLC
7 October 1999


           VODAFONE AIRTOUCH INCREASES OWNERSHIP IN JAPAN

Vodafone AirTouch Plc (Vodafone AirTouch) today announces a series of
transactions  that will give it an equity interest of  more  than  20
percent  in  each  of Japan's nine regional mobile telecommunications
companies.  By  increasing  its existing stake  in  those  companies,
Vodafone AirTouch will become a major national participant in Japan's
rapidly expanding wireless market.

On  22  September 1999, Vodafone AirTouch acquired the entire  equity
stake  owned by Cable and Wireless Plc (Cable and Wireless) in  Tokyo
Digital  Phone  Co., Ltd., Kansai Digital Phone Co., Ltd.  and  Tokai
Digital  Phone  Co.,  Ltd.  On 30 September 1999,  Vodafone  AirTouch
acquired from Japan Telecom additional shares in the six Digital  Tu-
Ka  Group  companies,  which cover the regions  of  Kyushu,  Chugoku,
Tohoku, Hokkaido, Hokuriku and Shikoku.

Effective  1  October  1999,  the Digital  Phone  and  Digital  Tu-Ka
companies began operating under the 'J-Phone' name.

Vodafone  AirTouch  has  also completed a definitive  agreement  with
Cable and Wireless to acquire its entire equity stake in each of  the
former Digital Tu-Ka Group companies.  The transaction is subject  to
board approvals from each of the six operating companies.

Further building its stake in Japan, Vodafone AirTouch's wholly owned
subsidiary,  AirTouch International, on 16 July  1999  completed  its
acquisition   of   Metrophone  Service  Co.,   Ltd.   from   Distacom
Communications  Ltd.  of  Hong  Kong and  Tiger  Spirit  Developments
Limited.   Metrophone, a Japanese company, owns  12%  of  the  issued
share capital of J-Phone Tokyo Co., Ltd.

The total consideration relating to the increase of ownership in
Japan is approximately $550m.

With  the  completion of these transactions, Vodafone  AirTouch  will
become  the  second largest shareholder behind Japan Telecom  in  the
carriers  that  serve each of Japan's nine mobile  telecommunications
regions.  Working  closely as partners, Japan  Telecom  and  Vodafone
AirTouch are now introducing the Digital Phone Group's J-Phone  brand
in  each of the six former Digital Tu-Ka Group companies, rolling out
the  well  recognised and respected brand on a nationwide basis.   By
combining the operating experience and market knowledge of two of the
world's leading telecommunications companies - Vodafone AirTouch  and
Japan Telecom - together with a prominent national brand, the J-Phone
companies  will  significantly  increase  their  ability  to  compete
successfully  in  the fast-growing Japanese mobile telecommunications
market.

Total  wireless penetration in Japan grew from 32.3% in June 1998  to
39.4%  in  June  1999.  The total number of customers in  these  nine
regional  companies rose in the same period from 4.6 million  to  6.8
million, a 47.8% increase.

In addition to the acquisitions announced today, Vodafone AirTouch is
pursuing  new  opportunities  for delivering  next-generation  ('3G')
wireless  services  in  Japan. On 30 August 1999,  Vodafone  AirTouch
entered  into a Shareholders Agreement with Japan Telecom and British
Telecommunications Plc in connection with the recent establishment of
the  IMT-2000 Planning Co., Ltd.  The IMT-2000 Planning  Company  was
founded on 30 November 1998 by Japan Telecom, Nissan Motor Co.,  Ltd.
and  AirTouch  International to pursue 3G business  opportunities  in
Japan.   Vodafone   AirTouch,  through   its   subsidiary,   AirTouch
International, has an equity interest of 26% in the new company,  and
will  be  the second largest shareholder behind Japan Telecom,  which
currently has an equity interest of 45.5%.

Upon completion of the announced acquisitions, Vodafone AirTouch will
have  the  following  ownership  interests  in  the  Japanese  mobile
telecommunications companies:

                                 Vodafone    Ownership at          Pro Forma
Japanese Mobile                  AirTouch      Completion       Proportional
Telecommunications           Ownership at    of Announced     Subscribers at
Operating Company  (a)       30 June 1999    Transactions    30 June 1999 (b)
                                    
                                        %               %             ('000)
                                                                            
J-Phone Tokyo Co., Ltd.  (c)         15.0            28.8                555
J-Phone Kansai Co., Ltd.             13.0            20.2                223
J-Phone Tokai Co., Ltd.              13.0            20.2                284
J-Phone Kyushu Co., Ltd.              4.5            22.2                161
J-Phone Chugoku Co., Ltd.             4.5            21.7                105
J-Phone Tohoku Co., Ltd.              4.5            23.5                136
J-Phone Hokkaido Co., Ltd.            4.5            23.3                 52
J-Phone Hokuriku Co., Ltd.            4.5            23.9                 49
J-Phone Shikoku Co., Ltd.             4.5            21.4                 36
                                                                            
Total                                                                  1,601
                                                                      ======

Notes:

(a) Effective 1 October 1999, the Digital Phone Group and Digital
    Tu-Ka Group companies have been consolidated under the J-Phone
    brand name.

(b) Adjusted on a pro forma basis giving effect to the completion
    of all transactions.

(c) Includes 12.0% of J-Phone Tokyo Co., Ltd. owned by Metrophone
    Service Co., Ltd., a wholly owned subsidiary of Vodafone AirTouch
    Plc.


For further information contact:
Tim Brown, Investor Relations Director, or
Melissa Stimpson, Senior Investor Relations Manager, or
at Vodafone AirTouch Plc
Telephone [phone]

or

Lulu Bridges
Tavistock Communications Ltd
Telephone [phone]