Acquisition

Vodafone Group PLC
29 December 2000


             VODAFONE COMPLETES AIRTEL TRANSACTION
                               
                               
   Vodafone   Group  Plc  ('Vodafone')  announces  today   the
   completion  of  its  acquisition of a  total  of  4,061,948
   shares   in  Airtel  Movil  S.A.  ('Airtel'),  representing
   approximately 52.1% of the issued share capital of  Airtel.
   Vodafone   will   receive  2,376,253  shares   from   Banco
   Santander  Central Hispano S.A. ('BSCH'), and  Cantabra  de
   Inversiones,  S.A. ('Cadinsa'), a wholly  owned  subsidiary
   of  BSCH, 170,169 shares from Unicaja, 312,654 shares  from
   CK  Corporacion Kutxa Korporazioa S.A., 371,275 shares from
   Kartera  1,S.L.,  170,169 shares from Caja  De  Ahorros  De
   Asturias, 424,273 shares from Acciona S.A., 213,612  shares
   from  Corporacion  Financiera Alba S.A. and  23,543  shares
   from Torreal S.A
   
   Vodafone   will  issue  today  3,097,446,624   new   listed
   Vodafone  shares  to  be delivered to  transferring  Airtel
   shareholders.  Following settlement  of  this  transaction,
   there  will be approximately 64.5 billion Vodafone ordinary
   shares outstanding.
   
   The   transferring  Airtel  shareholders  are  subject   to
   certain  restrictions  on  their Vodafone  shares,  whereby
   they  have  agreed not to sell any of the  Vodafone  shares
   received  for  at  least  six months,  except  for  certain
   limited hedging transactions.
   
   Vodafone,  with  the completion of this  transaction,  will
   achieve  majority ownership of Airtel increasing its  stake
   from 21.7% to 73.8%.
   
   Commenting  on  the transaction, Julian Horn  Smith,  Chief
   Executive  of Vodafone Europe, said: 'The increase  of  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.'
   
   Airtel  is  the  second largest mobile  phone  operator  in
   Spain  with currently over 6.9 million subscribers.  Airtel
   was  awarded  in March 2000, one of the four UMTS  licences
   in  Spain.  The company has introduced fixed line telephone
   and  internet offerings as part of its strategy to use  its
   wireless   customer   base  to  become   a   full   service
   telecommunications company.
   
   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.
                                  
                               
   Following   the   completion  of   the   transaction,   the
   shareholding  of  Airtel  will  be  as  follows:  Vodafone:
   73.8%,   British  Telecommunications  plc:  17.8%,  Acciona
   S.A.: 5.4% and Torreal S.A.: 3.0%.
   
   For further information
   
   Tim Brown, Group Corporate Affairs Director
   Melissa Stimpson, Senior Investor Relations Manager
   Vodafone Group Plc
   Telephone: [phone]
   
   
   John West
   Stuart Carson
   Tavistock Communications
   Telephone: [phone]