Investment in Japan Telecom

Vodafone Group PLC
20 December 2000


Vodafone to acquire 15% equity stake in JAPAN TELECOM for Y249
billion

Vodafone Group Plc ('Vodafone') announces that it will acquire
a  15%  equity  stake  in  JAPAN  TELECOM  CO.,  LTD.  ('JAPAN
TELECOM')  from two existing shareholders, West Japan  Railway
Company  ('JR  West') and Central Japan Railway  Company  ('JR
Central') for a consideration of Y249 billion (£1.5 billion).
JAPAN  TELECOM  is  one of Japan's leading  telecommunications
companies  and parent of the fast-growing mobile  network,  J-
Phone  Communications  Co., Ltd., and  its  regional  wireless
operating companies (collectively referred to as 'the  J-Phone
Group').

Vodafone, which is already a shareholder in the J-Phone Group,
will acquire an 8.6% stake in JAPAN TELECOM from JR West and a
6.4%  stake  from  JR  Central. Following completion  of  this
transaction, JR West and JR Central, will hold 1.6%  and  1.2%
of  JAPAN  TELECOM,  respectively.  Vodafone's  resulting  15%
interest will match the stakes in JAPAN TELECOM presently held
by  AT&T  and  BT. JR East will remain the largest shareholder
with a 15.1% stake.

The consideration for the 15% stake in JAPAN TELECOM implies a
total  equity value of Y1,662 billion (£10.1 billion),  and  a
total enterprise value of Y2,414 billion (£14.6 billion)  with
net  debt,  at  30  September  2000,  of  Y753  billion  (£4.6
billion). The consideration of Y249 billion represents a price
per  JAPAN TELECOM share of Y2,600,000, which will be paid  in
cash, from Vodafone's existing resources. The payment will  be
made  in  two  equal  tranches and it is  expected  the  first
payment will be made on 31 January 2001 and the second by  the
end  of  April 2001. The transaction is subject to  regulatory
approval.

Chris   Gent,   Chief  Executive  of  Vodafone,  said,   'This
transaction demonstrates Vodafone's confidence in  the  future
of  the  Japanese telecoms market and the future prospects  of
JAPAN TELECOM and J-Phone, which we believe will be a powerful
force  in  an  increasingly competitive Japanese  marketplace.
JAPAN TELECOM and J-Phone have a well-deserved reputation  for
technical  innovation  and quality  of  service,  and  we  are
delighted  to be involved as a partner in their future  growth
and  development.  We  look forward to working  together  with
existing  JAPAN  TELECOM partners, BT  and  AT&T  and  the  JR
companies, to achieve this end.'

Commenting  on  the addition of Vodafone as  a  JAPAN  TELECOM
shareholder,  Koichi Sakata, Chairman of JAPAN TELECOM,  said,
'Vodafone, through AirTouch International (note 2), has been a valuable
partner  for  10  years.  Vodafone brings  to  us  its  global
leadership in mobile communications. The strengthening of  our
relationship with Vodafone through this transaction will  give
JAPAN  TELECOM  new access to global technology,  content  and
expertise  that will increase our ability to provide customers
with  quality  and innovation, and strengthen our  competitive
position  in  Japan.  This transaction  also  brings  improved
access  to a global network, providing opportunities to expand
the presence of Japanese technology, content and quality, such
as  data  communication services, which we can  provide  as  a
result of the synergy of our mobile and fixed line businesses,
around the world.'

Vodafone, through AirTouch International, first partnered with
JAPAN  TELECOM  in  1990  to offer national  wireless  telecom
services. These services are now under the national brand of J-
Phone.  Vodafone has since maintained a strong  commitment  to
the company by providing technical and business support to the
development of the J-Phone Group business. Vodafone  currently
has   over   20   professional  staff  seconded   to   J-Phone
Communications and its three regional operating companies.  As
with  its  other business partners, Vodafone is  committed  to
offering  support and assistance to JAPAN TELECOM  across  its
broad-based  range  of  businesses,  including  domestic   and
international fixed line, mobile and data services.

In  1999,  Vodafone  reinforced its  commitment  by  investing
additional  funds  in  J-Phone Communications  to  become  its
second  largest  shareholder after JAPAN  TELECOM.  Vodafone's
current equity ownership in J-Phone Communications is 26%.  In
addition  Vodafone  has direct holdings in the  three  J-Phone
regional companies of between 10% and 14%.

UBS  Warburg was the sole financial adviser in connection with
this transaction.



About Vodafone

Vodafone  Group  Plc is the largest wireless operator  in  the
world  by  subscribers,  and has a presence  in  25  countries
across five continents. At the end of September 2000, Vodafone
had  approximately 65.5 million proportionate subscribers(note 3) and
approximately 117 million venture customers (note 4).

For  further information on Vodafone Group Plc, please  visit
the website at www.vodafone.com

About Japan Telecom

JAPAN  TELECOM  leads  the  next generation  telecommunication
infrastructure  services in Japan, with  innovations  such  as
PRISM  (nationwide  IP-based backbone network),  IMT-2000  (W-
CDMA)   mobile  communications,  and  advanced  local   access
networks (Fixed Wireless Access and ADSL). Striving to provide
the  best  IP  network  solutions,  JAPAN  TELECOM  constantly
improves and upgrades its service quality to satisfy the needs
of its customers in IT business promotion.

Through  the  J-Phone Group, JAPAN TELECOM  has  been  at  the
leading  edge  of technology, with innovations  such  as:  the
launch  of  the  first short messaging service in  Japan,  the
launch  of  melody downloads to use as the ringing  tone,  the
launch  of colour screens on mobile phones, the launch of  web
access and the launch of camera phones.

For  further  information  on JAPAN TELECOM  and  the  J-Phone
Group, please visit the website at www.japan-telecom.co.jp

About the Japanese telecommunications market

*   Japan  is  the world's second largest market  for  telecom
services in terms of total industry revenues.

*   There are currently some 55.7 million cellular subscribers
in  the market out of a total population of 127 million.  This
implies a total cellular penetration of 43.9%.

*  Japan has the third largest cellular subscriber base in the
world, falling behind only the US and China.

*   There  are  currently 3 2G operators in Japan,  and  3  3G
licences have been granted (via a beauty contest).

*  Japan has seen an extremely quick uptake of mobile internet
services,  with over 16 million subscribers signing  on  since
launch in 1998.

Notes

1 For purposes of translation, an exchange rate of 165 JPY/GBP
has been used throughout this release.
2 The original relationship with JAPAN TELECOM was established
through Pacific Telesis International  which  became  AirTouch
International in 1994.
3  On  a  proportionate basis i.e. based upon  the  percentage
shareholding of Vodafone in each company.
4  Venture customers - represents the total subscriber base of
each company in which Vodafone has an investment.


For further information:

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

Tavistock Communications
Lulu Bridges
Tel: [phone]

UBS Warburg
Mark Lewisohn, Managing Director
Joint Global Head of Telecoms
Tel:  [phone]