Put Agreements Signed with Shareholders of Airtel

Vodafone AirTouch PLC
22 January 2000


     VODAFONE AIRTOUCH SIGNS PUT AGREEMENTS WITH
               SHAREHOLDERS OF AIRTEL

-  Vodafone AirTouch Plc ('Vodafone AirTouch') today
announces that it has agreed arrangements whereby it
has   granted  to  Acciona,  S.A.  ('Acciona'),  and
affiliates   of   Torreal,  S.A.   ('Torreal')   and
Corporacion Financiera Alba, S.A. ('Alba') a  series
of  conditional  put  options in  respect  of  their
shareholdings representing, in aggregate, 16.91%  of
Airtel  Movil,  S.A. ('Airtel').  Vodafone  AirTouch
currently has a 21.7% stake in Airtel.

Should  any  or all of the put options be  exercised
and  completed,  Vodafone  AirTouch  and  /  or  its
affiliates would acquire an additional holding of up
to 16.91% in Airtel. Consideration will be issued in
Vodafone    AirTouch   shares   or,    in    certain
circumstances, cash and will vary according to which
put  is  exercised.  The first set  of  put  options
contains  provisions  whereby Acciona,  Torreal  and
Alba  commit  up to 31 May 2001 not  to  sell  their
participations  in  Airtel other  than  to  Vodafone
AirTouch.   Three  sets  of put  options  have  been
granted,  all of which are subject to  a  number  of
conditions:

*  The  first set of put options relates  to  up  to
   6.85%  of  Airtel  and the consideration  (if  in
   shares)  will  be  the  issue  of  a  maximum  of
   335,342,322 Vodafone AirTouch shares, subject  to
   adjustment in certain circumstances.

*  The  second  set of puts, which may be  exercised
   by   each  shareholder  only  if  the  first  put
   relating  to such shareholder has been  exercised
   and  completed,  relates to all or  part  of  the
   remaining  10.06%  in  Airtel  held  by  Acciona,
   Torreal  and  Alba.  The consideration  (assuming
   payment  in shares) will be based on the  average
   of   the   30  day  closing  price  for  Vodafone
   AirTouch  shares prior to exercise with a  collar
   of  between  £2.50  and £4.50 per  share  and  is
   subject to an annual price accrual, resulting  in
   a  maximum  of  718,393,440 shares being  issued.
   The   maximum   number  of   shares   issued   as
   consideration  has  been calculated  based  on  a
   pound/euro exchange rate of 1.6207 and will  vary
   based  on movements in the exchange rate  between
   the two currencies.

*  The  third  set of puts may only be exercised  by
   each  shareholder if the first  put  relating  to
   such shareholder has not been exercised and /  or
   completed, and relates to the exchange of  up  to
   16.91%  of  Airtel for a maximum  of  796,270,268
   shares in Vodafone AirTouch (assuming payment  in
   shares).

The consideration will be payable in cash (i) in the
case of all of the put options, in certain specified
circumstances,  (ii) in the case of the  second  and
third  sets  of  puts,  at the  option  of  Vodafone
AirTouch, and (iii) in the case of the second set of
puts,  if  the transfer takes place on  or  after  1
January  2002,  in which case the consideration  for
the  full 10.06% would be Euro 2.9bn  subject to  an
annual  price accrual. In the other cases where  the
consideration  is  in  cash, it  will  be  the  cash
equivalent  of the price of the relevant  number  of
Vodafone AirTouch shares for each put (based on  the
average  of  the  30  day  closing  price  for  such
shares). Such cash consideration will not be payable
until  1  January 2002, subject to an  annual  price
accrual.

The first and third sets of put options also contain
provisions   making  appropriate   adjustments   for
changes  in the issued share capital of Airtel.  The
Airtel  shares may be subject to pre-emption  rights
in favour of third parties in certain circumstances.

Airtel  is  Spain's  second  largest  mobile   phone
operator and currently has over 5m subscribers.  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  transaction  forms
part  of Vodafone AirTouch's strategy to consolidate
its  position  in the markets in which it  operates.
Through this transaction, Vodafone AirTouch aims  to
increase its presence in the Spanish market and take
a  greater  role  in  the long term  development  of
Airtel.

In   the  year  ending  December  1998,  Airtel  had
revenues   of   approximately   £738m,   EBITDA   of
approximately  £164m  and  profits  after   tax   of
approximately £10m. The net asset value of Airtel as
of December 1998 was approximately £343m.

Commenting  on  the  transaction Julian  Horn-Smith,
Executive Director of Vodafone AirTouch,  said:  'We
are extremely pleased to reaffirm our commitment  to
increasing  our  holding  in  Airtel  as   well   as
enhancing our relationship with Acciona, Torreal and
Alba.  We  see  the Spanish market as a  key  growth
market  for wireless telecommunications.  Airtel  is
well  positioned and we are eager to play a  greater
role in using the strengths of Vodafone AirTouch  to
develop its potential further.'


For further information

Vodafone AirTouch
Terry Barwick, Director of Corporate Affairs
Tim Brown, Investor Relations Director
Melissa Stimpson, Senior Investor Relations Manager
Tel:  [phone]


Tavistock Communications
Lulu Bridges/William Cooper
Tel:  [phone]