Interim Results - Part 2

Vodafone Group PLC
13 November 2001

PART 2

MIDDLE EAST AND AFRICA

Financial highlights                        Six months to               
                                             30 September      Increase/
                                          2001        2000    (decrease)
                                            £m          £m            %
                                                                        
Statutory turnover                         168         147            14
                                                                        
Statutory total Group                                                   
  operating profit (note 1)                 83          99          (16)
                                                                        
Proportionate turnover                     252         213            18
                                                                        
Proportionate EBITDA                       108         100             8
  (before exceptional items)                                            
                                                                        
Proportionate EBITDA margin                43%         47%              

Note 1 - before goodwill amortisation and exceptional items


Statutory turnover in the Middle East and Africa segment, which
relates  to  the  Group's subsidiary in Egypt, Click  Vodafone,
showed  an  increase of 14% on the comparable period to  £168m.
Statutory   total  Group  operating  profit,  before   goodwill
amortisation and exceptional items, decreased by 16%  to  £83m.
This reduction is primarily as a result of new prepaid products
being  launched in the Egyptian market leading to  increasingly
competitive conditions which have caused high levels  of  churn
and increased customer acquisition and retention costs.

In South Africa, Vodacom continued to perform well, with improved
EBITDA  margins compared to the six months ended  30  September
2000,  and an increase in its customer base of 11% to 5,657,000
registered customers at 30 September 2001.

Other Operations

The Group's other operations mainly comprise interests in fixed
line telecommunications businesses, including Arcor in Germany,
Japan Telecom, Cegetel in France and Vodafone Telecommerce,  an
IT  and data services business based in Germany, as well as the
Group's  50%  interest in Vizzavi Europe,  the  Group's  multi-
access consumer portal joint venture with Vivendi Universal Net
(see 'Internet and Mobile Data' on page 14).

Proportionate turnover for the Group's other operations for the
six  months to 30 September 2001 increased to £834m, from £372m
in the comparable period, primarily due to the inclusion of the
Group's  interest in Japan Telecom, which was  acquired  during
the  period.  Proportionate EBITDA, before  exceptional  items,
fell  from £6m in the six months ended 30 September 2000  to  a
loss of £1m.

Arcor
Arcor provides fixed network services in Germany and has retained
its  position  as  the leading private operator  and  strongest
competitor  to  Deutsche Telekom.  Compared to September  2000,
total  traffic volumes increased by 24% and the contract  voice
customer base increased by 27% to 2.4 million customers. During
the  six month period ended 30 September 2001, Arcor progressed
two  significant  initiatives. In July  2001,  Arcor  signed  a
Memorandum of Understanding with Deutsche Bahn AG, covering the
key  elements  of  a transaction which will carve  out  Arcor's
railway-specific telecommunications business  into  a  separate
entity. Arcor has also chosen to change its dual-brand strategy
and  plans  to  integrate the business of o.tel.o  into  Arcor,
focusing  on  the  Arcor  brand.  This change  is  expected  to
produce significant cost synergies.

Japan Telecom
The fixed line operations of Japan Telecom face an increasingly
competitive  environment, following the lifting of restrictions
on  market  entry.  The start of new telecom services  and  the
participation    of   foreign   capital   in    the    Japanese
telecommunications  market has put increased  pressure  on  the
company's  financial performance. In particular, with  the  new
carrier  designation service 'My-Line', which enables customers
to pre-select their local or long-distance carrier, having been
introduced  in  May  2001,  maintaining  market  share  in  the
consumer  voice  segment has been particularly challenging.  In
response,  Japan Telecom has been actively working to  maximise
growth   opportunities  as  telecommunication  services   shift
increasingly  towards  mobile and  Internet  and  data  related
services,  positioning  Japan  Telecom  as  a  stronger,   more
diversified  competitor  in  the  Japanese  market.   Following
completion of the Group's recent tender offer in October  2001,
which increased the Group's interest in Japan Telecom to 66.7%,
the Group has conducted an initial review of the business which
has  resulted  in  Japan Telecom issuing revised  forecasts  in
November. The Group has also agreed with Japan Telecom that  it
will make further appointments in key management positions.

Others
Cegetel is the second largest fixed line operator in France. The
company  offers broadband services in addition  to  fixed  line
services. Vodafone Telecommerce provides a range of services to
external  customers as well as other Group companies, including
billing and IT solutions, m-commerce products and solutions and
mobile business services.

OTHER BUSINESS DEVELOPMENTS

Vision and Values

As  the  Group  becomes increasingly integrated it  has  become
important  to achieve employee behaviour that reflects  a  'one
company'  attitude  and supports the values behind  our  single
global  brand.  The Group has therefore launched a major Vision
and  Values  programme which aims to develop a  single  culture
based  around common values.  This programme, led by the  Chief
Executive and the Chief Operating Officer, has been rolled  out
to all subsidiary companies in the Group, involving over 50,000
employees, and has been enthusiastically received.

Corporate Social Responsibility

During the period the Group made significant progress with  its
Corporate Social Responsibility (CSR) initiatives. The  Group's
first  CSR  report,  which was published  in  June  2001,  made
commitments   to  implement  a  Group-wide  Code  of   Business
Principles,  together with new guidance for the Group's  social
investment and a CSR policy. Achievement of these objectives is
well  on  track  and the Group has already been  recognised  as
taking a leading position on environmental and community issues
through its recent inclusion in both the FTSE4Good and the  Dow
Jones Sustainability indices.

Global Products and Services

Established in April 2001, the Global Products and Services team is
generating benefits from the Group's global presence  across  a
wide  range  of  functions: Product management and  innovation;
Global  account  management;  Brand  management;  Supply  chain
management; and IT and technology, and ensuring the realisation
of the Group's cost and revenue synergies.

Product management and innovation
The  Group  has  enjoyed  considerable  success  following  the
introduction of new voice services including Eurocall,  Virtual
Home  Environment, Prepaid roaming and Assisted roaming.  These
services are helping the Group both gain new customers  in  key
market  segments  and achieve incremental revenue  growth  from
existing  customers. Eurocall has achieved a customer  base  of
almost  4  million customers since its introduction in  January
and  is  up and running in eleven Vodafone countries.  Progress
with  Virtual Home Environment is ahead of expectations  having
generated more than 6 million minutes of traffic since  launch.
Prepaid  roaming  is having a similar effect and  in  the  five
networks  where Vodafone has prepaid roaming it  has  generated
more  than  11  million minutes of traffic and  5  million  SMS
messages since its launch in June. Assisted roaming is  offered
by  sixteen  Vodafone operators and is increasing  the  inbound
roaming capture rate.

Global account management
Vodafone's global account management team forms relationships with
customers who have a significant requirement for multi-national
business.   With  the  Group's  new  global  account  strategy,
Vodafone  is  providing a range of voice and data  services  to
large numbers of high value corporate customers.  The Group has
secured  multi-national business with a broad base of customers
including  KPMG, Deloitte & Touche, Unilever, Sun  Microsystems
and  Reuters.  The  global  account  strategy  is  enhanced  by
Vodafone's  commitment  to use systems integrators  to  develop
corporate solutions.

Brand management
Following the development earlier in the year of a comprehensive
brand  strategy  framework and the introduction  of  the  dual-
branding  process,  the past six months has  seen  considerable
implementation  progress.   All  of  the  Group's  non-Vodafone
branded  subsidiaries in Europe and Africa have  implemented  a
dual-branded  programme  of advertising  to  explain  to  their
customers  the  benefits  of adopting the  Vodafone  brand.  In
parallel,  the  Group  is running a strong  Vodafone  awareness
campaign, particularly at major airports, targeting high  value
business  roaming customers.  Commencing with the 2002  Formula
One  motor  racing  season, Vodafone will  become  a  principal
sponsor  of Ferrari, further promoting awareness of  the  brand
globally.  In  September  2001, the Group  launched  the  brand
globally  through the 'How are you?' campaign,  reflecting  the
Group's   passion   for  understanding   its   customers,   and
communicating its core brand values of dependability,  empathy,
'can-do'  attitude, innovation and joie de vivre. The  campaign
is being rolled out across most of the Group's European markets
over the remainder of 2001, paving the way for the move to  the
single  Vodafone  brand. Following the  successful  dual  brand
approach in Spain and Portugal, both markets successfully moved
to the single Vodafone brand ahead of expectations.

Supply chain management
The globalisation of the Group's network infrastructure purchasing
relationships,  including more than twenty operating  companies
in  which  the  Group has an interest, is well  advanced.  This
process is yielding significant purchasing synergy benefits and
provides  for  a  co-ordinated approach to the roll-out  of  3G
networks.

IT and technology
The  work  the  Group is undertaking to create a seamless  GPRS
environment  for  its  customers  across  Europe  requires  the
implementation of standardised platforms across  the  networks.
As   Vodafone  harmonises  technologies,  it  will  unlock  the
potential of its networks to deliver data products and services
that  will  enrich customers' lives wherever they may  be.  The
Group has developed a European-wide technology roadmap which is
setting guidelines for the successful design and European roll-
out  of  data  services and the harmonisation  of  the  Group's
approach to 3G technology.

Internet and Mobile Data

Vodafone Global Platform
The  platform offers the presentation of a unique Vodafone user
experience and provides operators with the ability to integrate
multiple  and new services with existing systems and processes,
address  multiple  customer segments and  extend  the  Vodafone
brand.  Vodafone  has also positioned the  global  platform  to
support  other  major Group initiatives within Global  Products
and Services and the roll-out of GPRS and 3G networks.

Development of the Group's global Internet platform strategy is the
responsibility  of  the Vodafone Global Platform  and  Internet
Services  organisation,  located  in  California.   During  the
period, the Group reached several key milestones in its  global
Internet platform strategy.  In June, the platform was deployed
in  Australia, followed by Romania in July. The Romanian launch
was   the   first  non-English  language  platform  deployment.
Vodafone continues to enhance and support the platform  in  New
Zealand  that has experienced wide acceptance amongst  targeted
customer  segments.  The platform has also  been  delivered  to
Egypt and was launched commercially in October 2001.

The architectural design of the next major release of the platform
was  completed  in  the  period, which  will  be  available  to
Vodafone affiliates by the end of this calendar year. Over  the
remainder  of the current financial year the Group  expects  to
implement  the platform, or key components of the platform,  to
affiliates in the Group's Asia Pacific segment, Europe,  Africa
and the United States.

Vizzavi Europe
In the last six months Vizzavi has significantly expanded both its
customer proposition and geographic reach.  In addition to  the
UK,  France  and the Netherlands, the portal is now operational
in  Germany, Italy, Spain, Portugal and Greece.  Over  the  six
month  period, the registered customer base has grown from  0.7
million  to  4.5  million at 30 September 2001,  generating  33
million WAP page views during September 2001 and an average  of
over  820,000  SMS  messages  per  day  being  sent  throughout
September 2001.

Vizzavi  aims to be the leading multi-access portal  in  Europe
through   leadership   in  mobile  and  entertainment   related
services.  In  the  last six months it has  launched  many  new
mobile  facilities  including advanced SMS  services,  location
based  services  and a PDA portal, in addition to  providing  a
competitive  web  offering enhanced through  the  launch  of  a
virtual  ISP  and  an  online shopping  mall.   Future  product
development  will  be  focused  on  working  with  Vodafone  to
introduce services such as unified messaging, instant messaging
and  multi-access  chat and the continued enhancement  of  core
offerings.

GPRS and 3G

GPRS  services  are now available in all of the  Group's  major
networks  and  the Group's first 3G services  are  expected  to
become  available  in  the  second half  of  2002,  subject  to
availability of dual-mode handsets.  Both services represent  a
major  element  of  the Group's strategy and  are  expected  to
accelerate  the take up and usage of data services,  generating
significant  revenue.  Vodafone will  be  marketing  a  greater
choice  of  GPRS devices in larger numbers during the Christmas
quarter.   The combination of supply and diversity of  devices,
tied  with  the  introduction  of  some  of  Vodafone's  global
services,  will  make Vodafone's GPRS offering an  increasingly
attractive  proposition for customers.  The work undertaken  in
developing GPRS based customer applications will pave  the  way
for the launch of Vodafone's 3G services.

FINANCIAL UPDATE

Profit and loss account

Total Group operating profit/loss

Total Group operating profit, before goodwill amortisation  and
exceptional  items,  increased 40%  from  £2,420m  to  £3,392m,
comprising  £3,270m  from continuing operations  and  £122m  in
respect  of the acquisitions made during the period.  Excluding
the growth arising from acquisitions in the twelve months to 30
September  2001, the growth from continuing operations  on  the
comparable period was 21%.

Total  Group operating loss increased to £7,820m (30  September
2000:  £3,306m),  primarily  as a  result  of  the  charge  for
amortisation  of  goodwill  of  £6,697m  (30  September   2000:
£5,589m)  and  exceptional  operating  items  of  £4,515m   (30
September  2000:  £137m). Total Group operating  loss  for  the
comparable  period  to  30 September 2000  has  been  restated,
following  the adoption of FRS 19, resulting in a £4m reduction
to the charge for goodwill amortisation.

Amortisation of goodwill
The increase in the goodwill amortisation charge to £6,697m  is
primarily  due to the amortisation of goodwill arising  on  the
acquisition  of  Airtel  and  to a  full  period's  charge  for
amortisation   of  goodwill  in  respect  of   the   Mannesmann
acquisition.  These  charges for goodwill amortisation  do  not
affect the cash flows of the Group or the ability of the  Group
to pay dividends.

Exceptional items
Exceptional operating items of £4,515m comprise impairment charges
of  £4,450m,  primarily in relation to the  carrying  value  of
goodwill  for  Arcor and Grupo Iusacell, and £65m  representing
the  Group's  share  of  exceptional items  of  its  associated
undertakings, comprising £35m of asset write-downs  in  J-Phone
and £30m of reorganisation costs in Verizon Wireless.

Exceptional non-operating items of £248m comprise an impairment
charge  of £300m in respect of the Group's investment in  China
Mobile  (Hong Kong) Limited, offset by a profit on the disposal
of   fixed   assets  and  fixed  asset  investments  of   £52m,
principally  relating to the reduction in the Group's  interest
in  Panafon Vodafone from 55% to 52.8% and the disposal of  the
Group's  interest  in  the  Korean  mobile  operator,  Shinsegi
Telecom, Inc.

During  the  six month period to 30 September 2001,  the  Group
undertook a detailed review of the carrying value of its  fixed
assets,  including  the Group's goodwill and  intangible  asset
balances.  This review assessed whether the carrying  value  of
assets  was  supported by the net present value of future  cash
flows  to  be  derived from assets using five  year  cash  flow
projections  for each asset. The discount rates used  were  all
derived within a Capital Asset Pricing Model framework, using a
risk  free  rate  obtained using long-dated  government  bonds,
equity  market risk premia taking into consideration trends  in
long-term  data, and an appropriate measure of risk to  reflect
both  local  market indices and the risks of similar  projects.
Long-term  growth rates were based on long-term  projected  GDP
and  inflation for each of the countries in which the  entities
operate,  plus  a  premium to reflect  expectations  of  future
growth  from  voice  and data services. In accordance  with  UK
accounting standards, Vodafone regularly monitors the  carrying
value of its fixed assets.

The review indicated that no impairment charge was required  in
respect of the carrying values of the Group's controlled mobile
businesses.  However,  an  impairment  charge  totalling  £4.75
billion was necessary in respect of the following interests:

                                               £m
Arcor                                       4,000
Grupo Iusacell                                450
China Mobile (Hong Kong) Limited              300
                                          -------
                                            4,750
                                          =======

Interest

Group interest, excluding the Group's share of the net interest
expense  of joint ventures and associated undertakings, reduced
by £268m from the comparable period to £188m. This reflects the
reduction  in  average  net  debt, primarily  due  to  proceeds
received  from  the disposal of assets held for resale  in  the
second half of the year ended 31 March 2001. Group interest  is
covered  17.8 times by Group EBITDA (before exceptional  items)
plus  dividends  received  from joint ventures  and  associated
undertakings, compared to 5.1 times for the six  months  to  30
September  2000.  Interest cover is expected  to  fall  in  the
second  half  of the year following completion of  the  Group's
recent tender offer in respect of Japan Telecom.

The Group's share of the net interest expense of joint ventures
and  associated undertakings increased from £141m to £193m, due
to  the  Group's  share of the interest costs of  its  recently
acquired  interests in Swisscom Mobile and Grupo  Iusacell  and
the Group's share of higher interest costs in Verizon Wireless.

Taxation

Following the adoption of FRS 19 during the period, the effective
rate  of  taxation has been restated on a full provision  basis
for the period ended 30 September 2000 from 34.5% to 40.3%, and
for  the  year  ended 31 March 2001 from 33.9%  to  37.5%.  The
adoption  of FRS 19 has no impact on Group cash flows.  Further
information  on  FRS 19 is provided on page 22.  The  effective
rate  of taxation, before goodwill amortisation and exceptional
items, for the period to 30 September 2001, reduced by 1.0%  to
36.5% as a result of a change in the mix of the Group's profits
across countries with differing corporate tax rates.

Exchange rates

The effect of translating the results of overseas subsidiaries,
joint  ventures and associates at exchange rates prevailing  in
the comparable period to 30 September 2000, would have been  to
reduce   total   Group   operating  profit,   before   goodwill
amortisation  and exceptional items, for the six months  to  30
September 2001 by £21m.

Earnings per share

Following the adoption of FRS 19, basic earnings per share, before
goodwill amortisation and exceptional items, was restated  from
1.70p  to  1.54p per ordinary share for the comparative  period
ended  30  September  2000. Basic earnings  per  share,  before
goodwill amortisation and exceptional items, increased 63% from
1.54p to 2.51p for the period to 30 September 2001.

Basic loss per share, after goodwill amortisation and exceptional
items,  increased from 8.01p to a loss per share of 14.36p  for
the  period to 30 September 2001. The loss per share of  14.36p
includes a charge of 9.88p per share (30 September 2000:  9.42p
per  share) in relation to the amortisation of goodwill  and  a
charge  of 6.99p per share (30 September 2000: 0.13p per share)
in relation to exceptional items.

Dividends

In considering the level of dividend to declare and recommend, the
Board  takes  account  of  the  outlook  for  earnings  growth,
operating    cash   flow   generation,   capital    expenditure
requirements  and  the possibilities for  debt  reductions  and
share   buy-backs.  In  the  current  circumstances  the  Board
believes  a  5% increase in the dividend to be appropriate  and
accordingly  it  has declared a dividend of  0.7224  pence  per
share.

The record date for the interim dividend is 23 November 2001, the
ex-dividend  date  is  21 November 2001  and  the  dividend  is
payable on 8 February 2002. The Company has withdrawn the Scrip
Dividend Scheme and introduced a Dividend Reinvestment Plan  in
its  place.  The  last  date  for elections  or  variations  to
mandates  under the Dividend Reinvestment Plan  is  18  January
2002,  being  fifteen working days before the dividend  payment
date.

Cash flows and funding

Cash generated by operating activities during the six months ended
30  September  2001 increased by 93% from £1,888m  to  £3,640m.
Group  consolidated  free  cash flow  (after  payments  for  3G
licences) was £606m comprising the operating net cash inflow of
£3,640m  plus  dividends from joint ventures and associates  of
£32m,  partially  offset by payments of  £545m  in  respect  of
taxation,  £449m of interest on Group debt, £33m  of  dividends
paid  to  minority shareholders in subsidiary undertakings  and
capital  expenditure of £2,039m in respect  of  intangible  and
tangible fixed assets.

The Group's consolidated net debt position at 30 September 2001
increased  to £9,240m, from £6,722m at 31 March 2001, primarily
as  a  result of merger and acquisition activity undertaken  by
the  Group  in  the  period.  The following  table  presents  a
summary  of the Group's recently completed significant business
transactions, together with their impact on Group net debt.
 
                                                   Impact on
                                                    net debt
                                                   £ billion
Stake increases in Airtel, Japan Telecom 
  and  J-Phone                                          6.4
Second tranche of Swisscom Mobile consideration         1.0
Acquisition of interest in Grupo Iusacell               0.7
France Telecom loan note monetisation                  (2.9)
Ordinary share placing                                 (3.5)

At 30 September 2001, net debt represented approximately 9.0% of
the  Group's  market capitalisation compared with  8.5%  at  30
September 2000 and 5.4% as at 31 March 2001. A further analysis
of net debt can be found in Note 8 on page 25.

As discussed under 'Transactions' on page 17, following receipt of
valid  acceptances, the Group acquired 21.7% of Japan Telecom's
ordinary  shares,  and will consolidate  the  results  and  net
assets  of  Japan Telecom and the J-Phone Group in  the  second
half  of the financial year.  Accordingly, the Group's net debt
will  increase  by approximately £8 billion as Japan  Telecom's
consolidated debt is assumed and the cash consideration paid.

The  Group  remains committed to maintaining a strong financial
position as demonstrated by credit ratings of  P-1/F1/A-1 short-
term  and  A2/A/A  long-term from Moody's,  Fitch  Ratings  and
Standard  and Poor's, respectively.  These credit ratings  were
confirmed  by each of the rating agencies on 20 September  2001
following  the announcement of the tender offer  for  21.7%  of
Japan  Telecom and reflect the Group's financial strength after
taking  into  account  the significant transactions  undertaken
over recent periods.

The Group's credit ratings enable Vodafone to have access to a wide
range  of  debt finance including commercial paper,  bonds  and
committed bank facilities.  The Group currently has dollar  and
euro  denominated commercial paper programmes for US$15 billion
and £2 billion, respectively, which are used to meet short-term
liquidity  requirements.  The commercial paper  facilities  are
backed  by  a  US$13.275 billion (£9.0 billion) committed  bank
facility,  which may be extended for one year from  June  2002.
This  facility  replaced the Group's previous US$14.55  billion
committed bank facility. The Group also has approximately £12.9
billion (pounds sterling equivalent) of capital market debt  in
issue, with maturities from November 2001 to February 2030.  At
30  September  2001, no amounts had been drawn under  the  bank
facility.

Equity shareholders' funds

Total equity shareholders' funds at 30 September 2001 decreased
from  £145,007m  (restated for FRS 19)  at  31  March  2001  to
£138,445m at 30 September 2001. The decrease comprises the loss
for  the  period  of  £9,735m (after goodwill  amortisation  of
£6,697m and impairment charges of £4,750m), dividends of £514m,
net   currency  translation  losses  of  £1,264m  and  a  £978m
reduction  in  shares to be issued for the  acquisition  of  an
interest  in Swisscom Mobile which was subsequently settled  in
cash,  offset  by  the issue of new share capital  of  £5,929m,
primarily  in  relation to the acquisition of Eircell  and  the
£3.5 billion share placing during the period.

TRANSACTIONS

The following significant transactions were undertaken by the Group
in the six months to 30 September 2001:

Acquisitions

Australia - acquisition of minority interest stake in  Vodafone
Pacific
On  22  June 2001, the Group announced that it had acquired  an
interest in 97.8% of the share capital of Mobile Communications
Holdings  (MCH)  and,  in accordance  with  the  terms  of  the
agreement,  has since compulsorily acquired the  remaining  MCH
shares.  As  a result of the transaction the Group's  effective
interest in its Australian operations has increased from 91% to
95.5%.

Greece - acquisition of Unifon by Panafon Vodafone
On  11 May 2001, Panafon Vodafone increased its shareholding in
Unifon  SA,  one of Panafon Vodafone's service providers,  from
19.6% to 100%. The acquisition was funded through the issue  of
new  Panafon shares, as a result of which the Group's ownership
interest in Panafon Vodafone was reduced from 55% to 52.8%.

Ireland - acquisition of 100% shareholding in Eircell
The offer for Eircell was declared unconditional on 14 May 2001
following   the  receipt  of  valid  acceptances   representing
approximately 79.6% of the total shareholding in  Eircell.  The
offer  remained open for acceptance until 27 May 2001  and,  in
accordance  with the Articles of Association, all of  Eircell's
shareholders  were deemed to have accepted the  offer  at  that
date.  Vodafone issued approximately 1,046 million new ordinary
shares  to  shareholders in consideration for  their  ownership
interests.

Japan - increased stakes in Japan Telecom and J-Phone Group
On  12  April 2001, following the second payment of  Yen  125.1
billion (£0.7 billion), the acquisition of a 15% stake in Japan
Telecom  from  West  Japan Railway Company  and  Central  Japan
Railway Company was completed. The initial payment of Yen 124.6
billion  (£0.7  billion) was made on 31 January  2001.   On  26
April  2001, the Group completed the acquisition of  a  further
10%  stake  in Japan Telecom from AT&T for a cash consideration
of $1.35 billion (£0.9 billion).

On 2 May 2001, Vodafone announced that it had agreed to acquire
BT's ownership interests in Japan Telecom and the J-Phone Group
for a total cash consideration of £3.7 billion. The acquisition
of  BT's  interests in Japan Telecom and J-Phone Communications
Co.  Ltd  was completed on 1 June 2001, and the acquisition  of
BT's   interests  in  the  operating  subsidiaries  of  J-Phone
Communications was completed on 12 July 2001.

On 20 September 2001, the Group announced an agreed tender offer
to  acquire  up  to  693,368  Japan  Telecom  ordinary  shares,
representing 21.7% of the ordinary shares of Japan Telecom, for
a  total  cash  consideration of up to Yen  312  billion  (£1.8
billion).  The offer successfully completed in October 2001.

As  a result of these transactions, Vodafone's shareholding  in
Japan Telecom has increased to 66.7%, and the Group's effective
interest in the J-Phone Group is now approximately 70%.

Mexico - acquisition of an interest in Grupo Iusacell
On 4 April 2001, the Group completed its acquisition of a 34.5%
stake  in  Grupo  Iusacell, S.A. de C.V.,  the  second  largest
mobile  operator in Mexico, for a cash consideration  of  $973m
(£0.7 billion).

Spain - increased stake in Airtel Movil S.A.
The  Group increased its interest in Airtel Movil S.A. to 91.6%
with  the  acquisition of BT's 17.8% shareholding  for  a  cash
consideration of £1.1 billion. The transaction completed on  29
June 2001 following the receipt of regulatory approval.

Disposals

Austria - disposal of tele.ring
On 8 May 2001, the Group announced that agreement had been reached
to    sell    its   100%   equity   stake   in   the   Austrian
telecommunications  company, tele.ring  Telekom  Service  GmbH.
The transaction completed on 29 June 2001, following receipt of
regulatory approval.

Germany - disposal of 50% plus 2 shares stake in Atecs Mannesmann
On  17  April 2001, the Group announced the completion  of  the
disposal  of  a  50%  plus 2 shares stake in Atecs  Mannesmann,
following approval from the relevant European and US regulatory
authorities.  The  Group may also realise further  proceeds  of
between  Eur 3.7 billion and Eur 3.8 billion upon the  exercise
of  certain  put  options  over its remaining  stake  in  Atecs
Mannesmann between 17 April 2001 and 31 December 2003.

Korea - disposal of Shinsegi Telecom, Inc.
On  24 August 2001, the Group announced that agreement had been
reached  to  sell  its 11.7% equity stake in Shinsegi  Telecom,
Inc. for an undisclosed amount to SK Telecom, Ltd. The value of
net assets disposed represented less than 1% of the Group's net
assets.

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