Co-operation Agreement

Vodafone AirTouch PLC
12 June 2000


     VODAFONE AND BT SIGN CO-OPERATION AGREEMENT
       TO ACQUIRE ADDITIONAL SHAREHOLDINGS IN
           SPANISH MOBILE OPERATOR AIRTEL



Vodafone  AirTouch  Plc  ('Vodafone')  and   British
Telecommunications  Plc ('BT') today  announce  that
they  have signed a co-operation arrangement whereby
they   will  work  together  to  acquire  additional
shareholdings in the Spanish mobile operator  Airtel
Movil, S.A. ('Airtel' or 'the Company').

The  agreement includes commercial terms whereby the
two  parties  will jointly expand  and  develop  the
Company in consultation with one another.

BT  agrees to support Vodafone in acquiring  further
shares  in  Airtel  and  should  Vodafone's  holding
exceed  55%,  then BT has the option to acquire  the
excess.  In the event that Vodafone holds in  excess
of  55%  the  board  will be  restructured  to  give
Vodafone and BT equal representation.

This agreement follows the signing by Vodafone on 22
January  2000 of arrangements whereby it granted  to
Acciona,  S.A. and affiliates of Torreal,  S.A.  and
Corporacion  Financiera  Alba,  S.A.  a  series   of
conditional   put  options  in  respect   of   their
shareholdings representing, in aggregate, 16.91%  of
Airtel.

Airtel  is  Spain's  second  largest  mobile   phone
operator  and at 31 March had over 5.6 m  customers.
The  company has introduced fixed line telephony and
Internet  offerings as part of its strategy  to  use
its  wireless customer base to become a full service
telecommunications company.

Airtel   operates   in  the  fast  growing   Spanish
telecommunications market. This agreement forms part
of  Vodafone's and BT's strategies to increase their
positions  in  the  European markets.  Through  this
agreement,  Vodafone and BT aim  to  increase  their
presence  in the Spanish market and jointly  take  a
greater role in the long-term development of Airtel.

Vodafone  and  BT  have  also  signed  a  commercial
agreement   outlining   how   BT's   wholly    owned
subsidiary,  BT  Tel, would increasingly  work  with
Airtel  to  provide a full range of services  to  BT
Tel's customers in the Spanish corporate market.  BT
Tel  is  Spain's  second largest data communications
and  Internet  company. The agreement also  outlines
how  Vodafone  and  BT will set up  mobile  internet
portals with Airtel.

In   the  year  ending  December  1999,  Airtel  had
revenues of approximately ESP 333.4 billion,  EBITDA
of  approximately ESP 75.4 billion and profits after
tax of approximately ESP 24.6 billion. The net asset
value   of  Airtel  according  to  local  accounting
standards as of December 1999 was approximately  ESP
119.2 billion.

Commenting  on  the transaction, Chris  Gent,  Chief
Executive of Vodafone, said:

'Spain  is  one  of Europe's fastest growing  mobile
markets.   Today's  announcement  that  two  of  the
world's  leading telecommunications  companies  have
reached   an   agreement  will  further   strengthen
Airtel's  position  in the market  and  enhance  the
Company's future growth prospects.'

Commenting  on the transaction, Sir Peter  Bonfield,
Chief Executive of BT, said:

'I  am  delighted that Vodafone and  BT  have  today
reached an agreement on Airtel.  Airtel is a rapidly
growing  company and a major force  in  the  Spanish
mobile  market.  This agreement also strengthens  BT
Tel's  position  in the Spanish fixed  and  Internet
markets.'

For further information contact:

Terry Barwick, Director of Corporate Affairs
Tim Brown, Investor Relations Director
Melissa Stimpson, Senior Investor Relations Manager
Mike Caldwell, Corporate Communications Director
At Vodafone AirTouch Plc
Telephone: [phone]

Lulu Bridges
Tavistock Communications
Telephone:  [phone]