Accepted offer to acquire

Vodafone AirTouch PLC
15 July 2000

                               

      VODAFONE OFFER TO ACQUIRE FURTHER 43.5% OF SPANISH
                 OPERATOR, AIRTEL, IS ACCEPTED



Vodafone AirTouch Plc ('Vodafone') announces that its offer to
a  group  of shareholders of Airtel Movil, S.A. ('Airtel')  to
acquire  their shares in Airtel representing 43.5%  of  Airtel
has  been  accepted.  The  shareholders  are  Banco  Santander
Central  Hispano, S.A. ('BSCH') and Cantabra  de  Inversiones,
S.A.  ('Cadinsa', a wholly owned subsidiary of BSCH),  Kartera
1,  S.L., CK Corporacion Kutxa - Kutxa Korporazioa, S.A., Caja
de  Ahorros de Asturias, and Monte de Piedad y Caja de Ahorros
de Ronda, Cadiz, Almeria, Malaga y Antequera, Unicaja.

Vodafone currently has a 21.7% stake in Airtel.

This offer forms part of a series of arrangements designed  to
increase  Vodafone's stake in Airtel. In January 2000 Vodafone
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 Airtel shareholdings representing,
in  the  aggregate, 16.9% of Airtel. Vodafone  also  signed  a
cooperation  agreement  with British Telecommunications  plc,
which currently holds 17.8% of Airtel, in June 2000.

Vodafone  will enter into an agreement to acquire the relevant
Airtel   shares,   subject   to   regulatory   approval,    in
consideration of the issue of between approximately 2.4bn  and
3.2bn new Vodafone shares for the 43.5% stake in Airtel.   The
final  number  of  shares to be issued as  consideration  will
depend  upon the average Vodafone closing share price  on  the
thirty  days  prior to the date Vodafone gives the  notice  to
complete  the  transaction.  If  the  average  Vodafone  share
closing  price over these thirty days is greater than  292.5p,
the number of shares will be calculated based on 292.5p and if
the  average  is less than 225p, the number of  shares  issued
will be based on 225p.

The  agreement  also  contains provisions  making  appropriate
adjustments for changes in the issued share capital of Airtel.

The offer contains conditions whereby the selling shareholders
agree  not to sell any of the Vodafone shares received for  at
least   6  months  after  closing,  except  that  the  selling
shareholders  may engage in certain hedging transactions  with
respect  to  a maximum of 40% of the Vodafone shares  received
provided  that  such transactions do not significantly  affect
the daily trading volume of Vodafone shares.

Airtel  is  Spain's second largest mobile phone  operator  and
currently has over 6m subscribers. Airtel was recently awarded
one  of  the  4  UMTS  licenses  in  Spain.  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.

Through  this  transaction,  Vodafone  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 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.

Vodafone was advised by Goldman Sachs and UBS Warburg.

Commenting on the transaction, Chris Gent, Chief Executive  of
Vodafone,  said: 'The opportunity to increase our  holding  in
Airtel  represents an important step in our  global  strategy,
and this transaction will bring us closer to consolidating our
position in the rapidly growing Spanish mobile market.'
                               

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
Tel:  [phone]