Final Results - Year Ended 31 March 2000, Part 1

Vodafone AirTouch PLC
30 May 2000



PART 1

VODAFONE AIRTOUCH PLC
PRELIMINARY ANNOUNCEMENT OF RESULTS - YEAR ENDED 31 MARCH 2000


FINANCIAL HIGHLIGHTS (1)           Year ended  Year ended     Percentage
                                     31 March    31 March       increase
                                         2000        1999              %
PRO FORMA BASIS (2) (3)                                          
                                                   
Proportionate customers at                                              
  year end                         39,139,000  25,421,000             54
                                                           
Proportionate turnover               £12,569m     £9,185m             37
                                                                        
Proportionate EBITDA                                                    
- before exceptional items (4)        £3,948m     £3,046m             30
                                                           
Proportionate total Group                                  
  operating profit
- before goodwill and                                                   
    exceptional items (4)             £2,708m     £2,055m             32
                                                                        
Non-proportionate profit on                                             
  ordinary activities before                                            
  taxation (5)                                                          
- before goodwill and                                                   
    exceptional items (4)             £2,474m     £1,800m             37
                                                           
                                                                        
STATUTORY BASIS (2)
  (Details on page 16)
                                                                        
Total Group operating profit                                            
- before goodwill and                                                   
   exceptional items (4)              £2,538m       £972m            161
                                                                        
Profit on ordinary activities                                           
before taxation                                                         
- before goodwill and                                                   
    exceptional items (4)             £2,154m       £878m            145
                                                                        
Basic earnings per share (6)                                            
- before goodwill and                                                   
   exceptional items (4)                4.71p       3.77p             25
- after goodwill and                                       
    exceptional items                   1.80p       4.12p
                                                           
Dividends per share (6)                1.335p      1.272p              5



The acquisition of Mannesmann AG received clearance from the
European Commission on 12 April 2000.  Accordingly, the results
of Mannesmann AG are not included in either the pro forma or
statutory profit and loss accounts, or customer information, for
the year ended 31 March 2000.
(1) The unaudited pro forma profit and loss accounts and
    customer information are calculated on the basis that the merger
    with AirTouch Communications, Inc. took place on 1 April in each
    year presented, which is further described in Note 2 to the
    preliminary announcement.  The audited statutory financial
    information is calculated on the basis required by accounting
    standards and includes the results of AirTouch Communications,
    Inc. from 30 June 1999, the date of closure of the merger.
(2) Pro forma proportionate customer and financial information
    excludes E-Plus Mobilfunk GmbH.
(3) Exceptional items comprise the profit on disposal of fixed
    asset investments, reorganisation costs following the merger with
    AirTouch Communications, Inc. and exceptional finance costs
    incurred in restructuring the Group's borrowing facilities as a
    result of the Mannesmann acquisition.
(4) Non-proportionate pro forma profit on ordinary activities
    before taxation, goodwill and exceptional items is analysed in
    Note 3.
(5) Prior year earnings and dividends per share have been
    adjusted to give effect to the capitalisation issue on 30
    September 1999.


Chris Gent, Chief Executive of Vodafone AirTouch Plc, commented:

'By  any  standard,  the  year  ended  31  March  2000  has  seen
exceptional progress for Vodafone AirTouch.  In the course of the
year,  we  saw  the  closure  of  the  AirTouch  transaction  and
agreements   with  both  Bell  Atlantic  and  Mannesmann,   which
completed in April 2000.  The effect of all of these transactions
collectively  is to more than quadruple the size of the  business
in  a year when we achieved outstanding underlying growth on  all
measures.

With  regard  to  the successful implementation  of  the  Group's
strategy,  the  last  financial year saw major  advances  on  all
fronts.   Our  strategy  is  aimed at pursuing  growth  in  three
different ways; accelerated customer growth, geographic expansion
and the provision of new services to customers.

We  expect  to see mobile substitute for fixed in both voice  and
data  services for the consumer and then be extended and enriched
to  provide  services that have never before  been  available  to
users, increasing usage in every market.  This will give enormous
growth  potential for Vodafone AirTouch, to the  benefit  of  our
customers and shareholders.'


Group highlights:

* Strong  progress  following  completion  of  the  merger   with
  AirTouch  Communications, Inc. on 30 June  1999,  reflected  in
  record  improvements in turnover, operating profit, EBITDA  and
  customer numbers.

* Worldwide  customer  base  at  31 March  2000  of  39.1  million
  proportionate  customers,  up 54%.  86.1  million  customers  in
  ventures the Group invests in or controls.

* Pro  forma  proportionate EBITDA, before exceptional  items,  up
  30% on the comparable period to £3,948m.

* Earnings  per  share  growth of 25%,  before  goodwill  and
  exceptional items.

* Creation  of  Verizon Wireless on 3 April 2000, a new  US  joint
  venture  business with a national footprint, in which the  Group
  will have a 45% interest.

* Mannesmann acquisition completed on 12 April 2000.

* VIZZAVI  launched as the brand name for the Group's  multi-
  access  Global  Internet Portal in May 2000; based  on  a  single
  global   technology  platform,  VIZZAVI  will  maintain  existing
  relationships with customers and capture new revenue  streams  in
  the emerging market for Internet services.


Regional highlights:


Europe, Middle East & Africa

* Pro  forma proportionate customers increased by 71% in  the
  year to 15.6 million.

* Pro   forma  total  Group  operating  profit   from   EMEA
  operations, before goodwill, increased by 34% to £1,321m.

* Group interest in E-Plus disposed of at a profit of £939m.

* Commercial  service  launched  in  Hungary  and  increased
  ownership interests in the Group's investments in Italy, 
  Poland and Romania.

* EMEA's  pro forma proportionate mobile customers  increased
  by  13.3  million  to  over 28.9   million  customers  (excluding
  Orange)  through  the Mannesmann acquisition,  based  on  venture
  customers at 31 March 2000.

* New multi-access Internet portal company for Europe created
  on  17  May  2000  under  a  50/50 joint venture  agreement  with
  VivendiNet (a joint venture between Vivendi and Canal+). The  new
  venture,  operating  under the VIZZAVI global  brand  name,  will
  become  the  default  home  page for  Vodafone's,  Vivendi's  and
  Canal+'s  national  operating companies, giving  access  to  more
  than 70 million customers.


United Kingdom

* Market  leader with 8.8 million customers and market  share
  of 32%. 3.2 million net new customers connected in  the  year,
  1.5 times the number achieved in the comparable period.

* UK  Group  operating  profit before goodwill  increased  to
  £706m, up 10% on last year.

* Substantial  growth  in  value  added  services.  Nine-fold
  increase  from  March  1999 in the use of Short Message Service
  (SMS) to 141 million messages in March 2000.

* Successful launch of wireless portal in December 1999, with
  over  60,000  registered  customers at  the  year  end.  Largest
  available UK 3G licence acquired in April 2000.


United States & Asia Pacific

* Proportionate customers at year end of 14.7 million, a  pro
  forma increase of 38%.

* Pro forma total Group operating profit of £915m from United
  States  and  Asia  Pacific  operations,  before goodwill and
  exceptional reorganisation costs of £30m, an increase of 45%.

* Verizon Wireless created on 3 April 2000. This new US joint
  venture will serve  more  than 23 million  customers  following
  anticipated completion of Bell Atlantic - GTE merger.

* Ownership interests increased to over 20% in each  of  nine
  regional cellular networks  operating in Japanese market.


EUROPE, MIDDLE EAST & AFRICA

At  31  March  2000,  the EMEA region had network  operations  in
sixteen  countries,  operating through seven  subsidiary  network
companies  and  nine associated undertakings. Pro forma  customer
and  profit growth during the year, which exclude any impact from
the  acquisition  of Mannesmann AG, for which  EC  clearance  was
received on 12 April 2000, were strong across the region.

EMEA's  proportionate customers increased  to  15,662,000  at  31
March  2000,  which represents pro forma growth for the  year  of
6,492,000  customers  (71%).   Pro forma  proportionate  turnover
increased  by  38%  to  £4,437m for the year,  whilst  pro  forma
proportionate   EBITDA  increased  from   £1,127m   to   £1,492m,
representing growth of 32%.

Pro  forma  consolidated turnover for the year to 31  March  2000
grew by 26% from £1,617m to £2,030m, with EMEA's contribution  to
pro   forma   total  Group  operating  profit,  before  goodwill,
increasing by 34% to £1,321m.

During the year, the Group increased its shareholdings in several
of its associates.  In August 1999, the Group exercised an option
to  increase  its stake in Omnitel Pronto Italia, Italy's  second
GSM network, from 17.8% to 21.6% and, in November 1999, the Group
increased  its  stake in MobiFon, Romania's third  GSM  operator,
from  10.0%  to  20.1%.   In  December  and  January,  the  Group
exercised its pre-emption rights to increase its shareholding  in
Polkomtel, Poland's second GSM operator, from 19.25% to 19.61%.

With  the  further consolidation of the distribution chain  in  a
number  of EMEA markets, certain subsidiaries also made strategic
acquisitions during the year.  In Greece, Panafon acquired a  25%
shareholding   in  a  service  provider,  Mobitel,   subject   to
regulatory  approvals  and,  in Sweden,  Europolitan  acquired  a
dealer chain, Ocom.

Growth  in prepaid services has continued and, at 31 March  2000,
over  54%  of the region's proportionate customers were connected
to prepaid tariffs, compared with 30% a year earlier. As a result
of  the  change in mix towards prepaid, and the general trend  of
lower  tariffs  across  the region, ARPU  (at  constant  exchange
rates)  declined from £354 last year to £318 in the  year  to  31
March  2000.   Average network churn in the region  remained  low
during the year at 20.5%, calculated on a pro forma basis.

Following the AirTouch merger on 30 June 1999, the Group's listed
subsidiaries  include  Telecel and  Europolitan.   These  are  in
addition to Panafon and Libertel, the latter being listed on  the
Amsterdam Stock Exchange in June 1999.  The market capitalisation
of these companies at the end of the year was as follows:

                         Listed in             Market capitalisation
                                               31 March 2000
                                               
    Europolitan          Stockholm                    £5.5bn
    Libertel             Amsterdam                    £4.2bn
    Panafon              Athens                       £4.7bn
    Telecel              Lisbon                       £2.6bn


On  4  February 2000, the Group completed the sale of its  17.24%
interest  in  E-Plus  Mobilfunk  GmbH  in  accordance   with   an
undertaking  provided to the European Commission as part  of  the
AirTouch merger, giving a profit on disposal of £939m.

On  30  November  1999,  the Group's 50.1%  subsidiary,  Vodafone
Hungary,  commenced  commercial service  as  the  third  cellular
network operator in that country.

On 13 March 2000, Airtel Movil in Spain was the first EMEA mobile
operator  to  be awarded a third generation (UMTS) licence.   The
company  is  expected to build out its network during 2001,  with
service   launch   anticipated   in   late   2001,   subject   to
infrastructure and handset availability.


ACQUISITION OF MANNESMANN

Following  the European Commission's approval of the  acquisition
of Mannesmann AG on 12 April 2000, the Group's effective interest
in  Mannesmann Mobilfunk and Omnitel Pronto Italia  increased  to
approximately 99.1% and 76.0%, respectively. This resulted in  an
approximate 13.3 million increase in the region's total pro forma
proportionate   customers   to  over  28.9   million   (excluding
Mannesmann's   interest  in  Orange),  based  on  total   venture
customers of 51.1 million at 31 March 2000.

Discussions are underway to achieve the rapid integration of  the
former  Mannesmann businesses into the existing Vodafone AirTouch
portfolio.   This  will ensure that initiatives  to  realise  the
significant  potential synergy benefits, both on cost  (in  areas
such  as  infrastructure  and handset procurement)  and  revenues
(through  improved product offerings across the enlarged European
footprint), will start immediately.

In  addition to the increased shareholdings in mobile operations,
the  Group  also acquired Mannesmann's interests in the following
fixed  line businesses - Arcor in Germany, Infostrada  in  Italy,
Cegetel in France and tele.ring in Austria.  tele.ring also plans
to launch a mobile service in Austria in June 2000, following its
successful  bid for a new licence, and will be the fourth  mobile
operator in the Austrian market.


VIZZAVI joint venture

On 17 May 2000, the Group and VivendiNet (a joint venture between
Vivendi  and Canal+) announced that an agreement had been  signed
for  the  creation  of a new joint venture company,  VIZZAVI,  to
establish  a multi-access Internet portal for Europe.  The  Group
and  VivendiNet will both have a 50% shareholding in VIZZAVI  and
anticipate making an Initial Public Offering within two years.

The  new venture, operating under the VIZZAVI global brand  name,
will  become the default home page for Vodafone's, Vivendi's  and
Canal+'s  national  operating companies throughout  Europe,  with
access  to  more  than  70  million customers.  The  multi-access
Internet  portal  will  provide  services  to  customers   in   a
consistent  format across different platforms,  including  mobile
handsets,  personal computers, televisions and  personal  digital
assistants. VIZZAVI will have its own technology team to  develop
the  multi-access interfaces, working in close co-operation  with
the  Group's global mobile platform technology team to  ensure  a
seamless global service.

Vivendi  has  indicated  its interest in purchasing  the  Group's
entire 15% shareholding in Cegetel's capital stock.


UNITED KINGDOM

The  year  saw  continued rapid expansion in the UK mobile  phone
market,  which  grew by 12.4 million new customers compared  with
5.8  million  the previous year.  There are now over  27  million
mobile  phone customers in the UK and market penetration  is  46%
compared with 26% at the beginning of the financial year.

Vodafone  has  maintained  its clear leadership  in  this  highly
competitive  market  place  with  a  record  3,216,000  net   new
customers, closing the year with a customer base of 8,791,000 and
a  market share of 32%, 5% or 1.4 million customers ahead of  its
nearest competitor.

Turnover  in  the  UK increased by 39% from £2,088m  to  £2,901m.
Operating  profit,  before goodwill, grew by £62m  to  £706m,  an
increase  of 10%, whilst EBITDA increased by 14% to £934m.   This
growth  in  profits is after connection costs on record  customer
growth and continued tariff cuts.


Network business

Pre-paid products have driven the growth in the UK mobile  market
during the year.   Vodafone's Pay As You Talk (PAYT) product  has
operated  very  successfully in this market, achieving  3,233,000
net  connections in the year ended 31 March 2000,  compared  with
1,648,000  net  connections last year.  PAYT  customers  totalled
5,079,000  at  31  March  2000  and  represented  almost  58%  of
Vodafone's UK customer base.

The  success  of  PAYT  is reflected in the average  revenue  per
customer (ARPU) for the twelve months ended 31 March 2000  which,
at  £175  (£199 before trade discounts), was up by 10% from  £159
(£178  before  trade discounts) at 31 March 1999.  PAYT  cost  to
connect for the twelve months ended 31 March 2000 was held at £50
in  a  highly competitive marketplace, compared with £43  in  the
twelve months to 31 March 1999.

Following a 55,000 reduction in the contract customer base in the
first  half  of  the year, revised tariffs and other  changes  to
commercial  policy  resulted in a net  second  half  increase  of
38,000,  giving  a closing contract customer base  of  3,712,000.
Cost to connect rose to £94 for the 12 months ended 31 March 2000
from  £88  for  the  comparable  period,  reflecting  competitive
pressures.  ARPU was stable at £421 (£554 before trade discounts)
for  the twelve months ended 31 March 2000 compared to £423 (£553
before  trade  discounts) at 31 March 1999. This reflects  tariff
reductions being balanced by increased usage.

Overall average revenue per customer (both contract and PAYT) has
declined from £378 last year to £305 this year due to the  effect
of the increase in the PAYT base.

Network churn has fallen in the six months ended 31 March 2000 to
28.3%   from   33.2%  in  the  previous  six  months,  reflecting
management actions taken in the second half of the year.  Overall
churn  in  the 12 months ended 31 March 2000 rose to  29.8%  from
26.0 % the previous year.

Vodafone continues to have the widest roaming capability  of  the
UK  operators,  with agreements in 107 countries and  across  234
networks,  giving  over  170  million  customers  access  to  its
network.   Roaming revenues, both from Vodafone  customers  using
their   phones  overseas  and  visitors  using  the  UK  network,
represented 24% of contract digital outgoing airtime  and  access
revenues, compared with 23% last year.

Vodafone  continues to invest to improve network quality.   £523m
was  spent  on  capital  expenditure in the  year,  enabling  the
company to sustain, and in certain areas improve, overall network
quality  through  a  period of significantly  increasing  demand.
During  the  year  over 1,600 base stations were installed,  with
6,700 in operation at 31 March 2000.


Distribution business

The   Group's  distribution  companies  continued  to  drive  the
majority  of  Vodafone's growth, achieving net growth,  excluding
service provider acquisitions, of 198,000 contract customers  and
two  thirds of the growth in PAYT.  By the end of March 2000, the
Group's  distribution companies accounted for 63% of the Vodafone
contract customer base, up from 48% at the end of March 1999.

The  share  of the contract customer base connected  through  the
Group's distribution businesses was boosted by the acquisition of
MC   Mobile   Services,  UniqueAir,  Scottish  Telecommunications
(Services) and 3@ Telecom during the year, for an aggregate  cost
of £84m.

Market  leadership on PAYT has been sustained  by  continuing  to
increase   availability  through  a  wide  range  of   retailers.
Throughout  the  period,  Vodafone has  continued  to  work  with
traditional independent service providers and dealers to  balance
growth  through these channels with that coming from new channels
on PAYT.

Vodafone  Retail  has shown continued success  and  grew  to  272
shops,  with  average connections per shop up by  57%.   Vodafone
Corporate  increased  its market share in the  overall  corporate
market.

An  option  to dispose of the Group's 20% interest in the  Martin
Dawes  service  provider  business was  exercised  in  the  year,
resulting  in  a profit on disposal of £11m. The  high  level  of
churn  through this service provider, following the  disposal  of
our  shareholding, was adequately compensated for by  the  strong
performance of the wholly-owned distribution businesses.

During the year, Vodafone Paging improved its share of the highly
competitive  subscription paging market through securing  several
major  corporate  contracts.  The new  paging  services  recently
launched  have  positioned the company to take the  lead  in  the
introduction  of two-way messaging services into the  traditional
paging market.


Value Added and Data Service business

Vodafone Value Added and Data Services saw strong growth  in  the
Short  Message Service (SMS) and continued to lead the UK  market
in  the  commercial development of data and value added services.
At the end of March, 43% of Vodafone's customers made use of SMS,
compared with 15% at the same time last year. The average  number
of  messages sent by each customer also increased with a total of
141  million short messages being carried on the network in March
2000, compared with 15 million in March 1999.


Future Services

The UK's multi-media portal was launched in December 1999 and, by
the  end  of  the  financial  year, had  over  60,000  registered
customers.  Additional services are being progressively  launched
and,  by  the end of May, the UK portal is expected to have  over
90,000  customers.  Migration to the new global service  delivery
platform and Internet brand is anticipated to take place in  July
2000.

In  April, Vodafone was successful in acquiring the largest UK 3G
licence  available to an existing operator, for  £5.964  billion.
This  gives  the  maximum spectrum available to enable  the  full
development  of  video, picture messaging, e-commerce  and  other
data  and  mobile  multi-media  services.  For  the  first  time,
Vodafone  will have more capacity for its products  and  services
than any of its UK competitors.  In parallel with the development
of  the  3G  network, Vodafone is testing and rolling  out  GPRS,
which  is  expected to be in commercial service during  the  last
quarter of the year ending March 2001.


UNITED STATES & ASIA PACIFIC

Proportionate  customers  for  the United States and Asia 
Pacific region increased by 38%, on a  pro forma  basis, 
during the year ended 31 March 2000, to 14,686,000.
Pro  forma proportionate turnover increased from £3,807m for  the
year ended 31 March 1999 to £5,187m, an increase of 36%, and  pro
forma  proportionate EBITDA, before exceptional items,  increased
by 38% to £1,522m.

Pro  forma  turnover  in  the twelve  months  to  31  March  2000
increased by 19% to £3,956m, with pro forma total Group operating
profit   increasing  by  45%  to  £915m,  before   goodwill   and
exceptional  reorganisation costs of  £30m  incurred  in  the  US
following  the  merger with AirTouch. The Group is  seeing  clear
benefits from this expenditure, which is generating synergies  in
line with the plan developed before merger completion.


US Cellular & PCS Operations

The   Group's  mobile  operations  in  the  US  increased   total
proportionate  customers on a pro forma  basis  by  1,873,000  to
10,553,000  at  the year end, an increase of 22%.  This  increase
includes over 402,000 customers added through the acquisition  of
CommNet  and 214,000 net customers connected by the CMT  and  PCS
PrimeCo joint ventures.

Strong  growth  in the number of digital customers resulted  from
the  continued  rollout  of  the US digital  network.   4,196,000
proportionate customers were connected to the digital network  at
31  March 2000, representing 40% of the customer base at the  end
of the year, compared with 22% at 31 March 1999. The migration of
customers  from analogue to digital networks has been  stimulated
by  incentives, an extensive advertising campaign and a new range
of  tariffs.  On  average,  customers connected  to  the  digital
network generate higher revenues and a lower level of churn  than
those connected to the analogue network.

In  the  twelve months to 31 March 2000, average cost to  connect
decreased to £141 from £145 (at constant exchange rates) for  the
comparable  period. The decline in the average  cost  to  connect
during  the  year  has been achieved despite the  growth  in  the
digital  customer  base,  where handset prices  are  considerably
higher than those for analogue customers. This, together with the
costs  incurred in migrating existing customers from analogue  to
digital, has affected the level of profitability.

ARPU  for  the  twelve months to 31 March 2000 on  subsidiary  US
networks was £293, a decrease of 7% on the same period last year.
However,  in  recent  months,  the average  monthly  revenue  per
customer  has  improved with some markets  beginning  to  see  an
increase  in ARPU, as higher usage, and the benefits of  customer
migration  to the digital network, offset the effects  of  tariff
reductions.  Average monthly usage per customer increased  during
the  year  to  141  minutes, compared with 122  minutes  for  the
comparable period.

Churn  on wholly owned US networks during the year ended 31 March
2000 was 29% compared with 27% in the prior year.  The effects of
new retention initiatives, together with the increased number  of
customers  on  the digital network, are beginning to  reduce  the
level of churn in US operations.

Positive  measures  have also been taken to  reduce  reliance  on
independent retailers to support customer growth. The opening  of
new  retail  shops has continued, improving the  distribution  of
cellular  services in the US market. During the year,  the  total
number  of  retail outlets increased by 222 stores to 316  at  31
March  2000.   Customers connected through  wholly  owned  retail
operations  are  less expensive to connect and,  at  the  present
time, churn is at a significantly lower rate.

On  6 January 2000, the outstanding share capital of CommNet  was
acquired.  CommNet operates wireless services in the mid-west  of
the United States and had over 402,000 customers at acquisition.

On  15  March  2000,  AirTouch pre-launched  the  Group's  global
platform for mobile data and Internet services in Michigan, Ohio,
Oregon  and  Washington.   By  mid-May,  81,000  customers   were
connected  to the service, with new activations being made  at  a
rate of between 800 and 1,200 per day.

The US paging business had 3.5 million customers at 31 March 2000
and continued to trade profitably during the year.


Bell Atlantic Joint Venture

On  3 April 2000, Verizon Wireless was created by the combination
of  Vodafone AirTouch's and Bell Atlantic's US cellular, PCS  and
paging  assets.   Further businesses will be contributed  to  the
joint  venture following the anticipated completion of the merger
between  Bell Atlantic Corp. and GTE Corp., when Verizon Wireless
will  rank  as  the  market leader in the  US  wireless  industry
serving,  more than 23 million customers and covering 96  of  the
top  100  US markets.  The Group will have a 45% shareholding  in
this  new  venture  and has nominated three of  the  seven  board
members and one executive officer.

Verizon  Wireless  will  have the national  scale  and  scope  to
realise   revenue   enhancements,  cost   savings   and   capital
efficiencies.   The  company will achieve  cost  savings  through
reduced  roaming  costs  and  increased  economies  of  scale  in
transport,  billing volumes, handset purchases  and  advertising.
Combining  common  CDMA  technology  platforms  will  also  yield
capital efficiencies, simplified integration and superior network
quality.

Vodafone AirTouch and Bell Atlantic have announced that they  are
planning an Initial Public Offering for Verizon Wireless.


Australia/New Zealand/Fiji

The   Group's  interests  in  Australia,  New  Zealand  and  Fiji
increased  their proportionate customers by 726,000 to  1,795,000
at 31 March 2000, an increase of 68%.  This increase in customers
has driven strong growth in revenue and operating profit.

Vodafone Australia increased its customer base by 48% in the year
ended  31  March 2000 to 1,440,000 customers, 18%  of  the  total
Australian digital market.  From April 2000, Australian customers
were  among the first in the world to access an early release  of
the   Group's  global  platform  for  mobile  data  and  Internet
services.

Strong growth continued in New Zealand and its customer base  was
473,000  at  31  March  2000, an increase of  more  than  290,000
customers  in  the  year. Since acquiring this  operation  on  30
October  1998,  the customer base has grown by  more  than  263%.
Vodafone  Fiji,  in  which  the Group  has  a  49%  shareholding,
increased  its  customer base by 200% during the year  to  24,000
customers at 31 March 2000.

The  Group  is making necessary preparations to proceed  with  an
Initial  Public  Offering  of  these interests  through  Vodafone
Pacific  and will continue to monitor market conditions in  order
to assess the optimal timing for the Offering.


Japan
During the year, the Group increased its equity interests to more
than    20%   in   each   of   Japan's   nine   regional   mobile
telecommunications   companies,  becoming  the   second   largest
shareholder,  behind Japan Telecom, in each venture.   The  total
consideration paid for the increased ownership interests  in  the
three  Digital Phone and six Digital Tu-Ka companies  was  £342m.
At 31 March 2000, the Group's proportionate customers amounted to
1,907,000, with overall customer growth in ventures in which  the
Group has an interest being 31% in the year.

The  nationwide  roll-out of the Digital Phone Group's  'J-Phone'
brand to each of the six former Digital Tu-Ka companies has  been
very successful. This will increase the ability of the renamed 'J-
Phone'    companies   to   compete   in   the   Japanese   mobile
telecommunications market.

'Sky Walker', the J-Phone short message service (SMS), is proving
to  be very popular and is currently used by as many as 80% of J-
Phone  customers  in the Tokyo area. 'J-Sky', J-Phone's  Internet
service,   was  introduced  in  December  1999  and   there   are
approximately one million customers currently connected  to  this
service across the J-Phone companies.

On  30  March 2000, the Group announced that, together  with  its
partners,  Japan Telecom and British Telecom, it  had  agreed  to
restructure its interests in Japan ahead of the third  generation
licence   application  in  April  2000.   The  Group's  ownership
interests are substantially unchanged by the restructuring.


Satellite Services

All  major  operational  milestones  were  met  for  the  Group's
satellite  services businesses in the US, Canada  and  Mexico  in
1999,  and commercial service has been launched throughout  North
America.   Sales  of  services will  be  accomplished  through  a
network   of  agents  and  resellers,  including  sales  channels
established through Verizon Wireless.

In   March  2000,  the  Group  launched  Vodafone  Globalstar  in
Australia,    the   country's   first   ever   fully   integrated
GSM/satellite mobile service.


FINANCIAL REVIEW

Profit and loss account

Turnover  increased  to  £7,873m from £3,360m  last  year.   This
increase  includes £3,375m in respect of acquisitions and  strong
growth from continuing operations.

Profit  on  ordinary activities before tax increased  to  £1,349m
from  £935m  primarily due to the profit on the sale  of  E-Plus,
organic  growth  from  continuing  operations  and  contributions
arising   from  the  acquired  AirTouch  businesses,  offset   by
goodwill amortisation.

Due   to   the   significance  of  the   merger   with   AirTouch
Communications, Inc., unaudited pro forma consolidated profit and
loss  accounts have been presented for the years ended  31  March
2000  and 31 March 1999, calculated on the basis that the  merger
took  place  on  1  April in each financial year.  The  following
discussion of Group turnover and operating profit is based on the
pro forma consolidated profit and loss accounts, as this provides
a direct comparison of operating performance.

Approval  from  the  European Commission for the  acquisition  of
Mannesmann  AG  was received on 12 April 2000.  In addition,  the
transaction  with Bell Atlantic Corp. to create Verizon  Wireless
was  completed  on 3 April 2000.  Accordingly, the statutory  and
pro  forma profit and loss accounts for the year ended  31  March
2000 do not include any amounts in relation to the acquisition of
Mannesmann  AG  or  the  creation of the Verizon  Wireless  joint
venture.


Pro forma Group turnover

Pro  forma  Group  turnover for the financial year  increased  by
£1,869m to £8,887m, representing pro forma growth of 27%.

Pro  forma  turnover in EMEA increased by 26%  to  £2,030m,  with
strong  turnover growth across the region as pro forma  customers
in  controlled businesses increased by 52% during the year.   The
growth in pre-paid services has been an important feature of this
result, with over 54% of the region's proportionate customers now
being connected to pre-paid products.

Turnover in the UK increased by 39% to £2,901m, reflecting strong
PAYT  customer growth, the success of data services and increased
minutes' usage, offset by the impact of tariff reductions.

Customer numbers in the Group's subsidiaries in the US, Australia
and  New  Zealand increased by 26% to almost 12,000,000 customers
at  31  March  2000, resulting in a £643m (19%) increase  in  pro
forma  turnover  for the United States & Asia Pacific  region  to
£3,956m.

Total  pro  forma  proportionate  turnover,  which  reflects  the
Group's   ownership  interests  in  its  world-wide   operations,
increased during the year by 37% to £12,569m.  The Group's  total
proportionate customers increased to 39,139,000 at 31 March 2000,
representing pro forma growth of 54%.


Total pro forma Group operating profit

Total  pro  forma Group operating profit increased  by  30%  from
£2,260m    to    £2,942m,   before   goodwill   and   exceptional
reorganisation costs.

Pro forma total Group operating profit for EMEA, before goodwill,
and  including  the  Group's  share of  associated  undertakings,
increased by 34% to £1,321m. This growth reflects strong  trading
throughout  the region, in particular by subsidiaries  in  Egypt,
the  Netherlands  and  Sweden and by associated  undertakings  in
Germany,  Italy, South Africa and Spain.  This was  offset  by  a
reduction  in  operating profit in France due to high  connection
costs incurred on customer growth in SFR.

In  the UK, total operating profit before goodwill, increased  by
£62m   to  £706m.  This  growth  in  operating  profit  is  after
connection costs on record customer growth, 50% higher than  last
year, and tariff reductions.

The  United  States & Asia Pacific region reported  a  pro  forma
increase of 45% in total Group operating profit to £915m,  before
goodwill,  and exceptional reorganisation costs of £30m  incurred
in  the  US following the merger with AirTouch.  The increase  in
operating  profit reflects strong organic growth  in  Australasia
and  Japan, the impact of stake increases in Japan and the  first
full  year of results from New Zealand.  These factors are offset
by  the  cost of migrating US customers from analogue to digital,
with 40% of customers now on digital tariffs compared to 22% last
year.

Movements in exchange rates had an adverse impact of £21m on  the
increase in pro forma total Group operating profit.  The  adverse
effect  of exchange rate movements from the strength of  sterling
against  the  Euro was partially offset by compensating  exchange
rate movements against the US Dollar and Yen.

Pro  forma proportionate EBITDA increased by 30% from £3,046m  to
£3,948m.   Proportionate EBITDA is defined  as  operating  profit
before  exceptional reorganisation costs, plus  depreciation  and
amortisation   of   subsidiaries,  joint   ventures,   associated
undertakings and investments, proportionate to equity stakes.


Profit on disposal of fixed asset investments and businesses

The  profit  on  disposal  of fixed asset  investments  of  £954m
primarily  comprises  a profit of £939m on the  disposal  of  the
Group's  17.24% interest in E-plus Mobilfunk GmbH.  This disposal
was  a  condition  to the European Commission's approval  of  the
merger  with AirTouch.  The remaining profit on disposal includes
the  sale  of the Group's 20% interest in the UK service provider
business,  Martin  Dawes, and the disposal  of  the  Group's  50%
shareholding in Comfone AG in Switzerland.


Interest

Net  interest  costs  in  respect of the Group's  net  borrowings
increased by £257m to £333m during the year, before charging £17m
of  exceptional  finance  costs  incurred  in  restructuring  the
Group's  borrowing  facilities as  a  result  of  the  Mannesmann
acquisition.   This increase reflects a £5,135m increase  in  net
borrowings  during  the year, mainly due to the  additional  debt
arising from the merger with AirTouch.  Group interest, excluding
the  Group's  share  of interest payable by  joint  ventures  and
associated  undertakings, is covered 7.3 times  by  Group  EBITDA
(before  exceptional  reorganisation costs).   The  Group's  main
interest  exposures  are sterling, Euro and  US  dollar  interest
rates.


Taxation

The  effective rate of taxation for the year, before goodwill and
disposals,  increased to 32.5% from 28.7% in the  year  ended  31
March  1999.   The  3.8% increase in the effective  tax  rate  is
primarily the result of the higher tax rates attributable to  the
former AirTouch operations, whose results have been included  for
the nine month period following merger completion.


Basic earnings per share

Basic  earnings per share, before goodwill and exceptional items,
increased  by  25%  from  3.77p to  4.71p,  after  adjusting  the
comparative  figure for the capitalisation (bonus)  issue  on  30
September 1999.

Basic  earnings per share, after goodwill and exceptional  items,
fell from 4.12p last year to 1.80p.  This includes a reduction of
6.32p  per  share in relation to the amortisation of  capitalised
goodwill,  arising  primarily from the merger with  AirTouch  and
other acquisitions completed during the year.


Dividends

The  proposed final dividend of 0.680p produces a total  for  the
year  of  1.335p, an increase of 5% over last year, and  reflects
the  Group's  continuing  strong  trading  performance  and  cash
generation.   Dividend   cover,  before  goodwill   amortisation,
increased to 3.5 times compared with 3.3 times in the year  ended
31 March 1999.


Employees

The  Group employed approximately 40,700 people at 31 March 2000,
compared  with  13,300 at last year end.  This increase  includes
approximately 20,700 employees who joined the Group following the
merger with AirTouch and the completion of other acquisitions  in
the  year.   69% of the Group's total employees work outside  the
United Kingdom.


Balance sheet

Fixed assets

Total  fixed  assets have increased in the year from  £2,851m  to
£150,851m at 31 March 2000.

£41,379m  of  this  increase is in relation to goodwill,  net  of
amortisation charges, arising on acquisitions and investments  in
new   businesses  completed  during  the  year,  which  has  been
capitalised   and  amortised  in  accordance  with  the   Group's
accounting policies.  During the year, £21,789m of goodwill  (net
of  amortisation)  has been capitalised within  intangible  fixed
assets  in  relation  to acquired subsidiaries,  with  a  further
£19,590m  being  allocated to investments in joint  ventures  and
associated  undertakings.  Included in these amounts is  goodwill
arising on the merger with AirTouch, provisionally calculated  as
£41.0 billion. This is being amortised primarily by reference  to
the  unexpired licence period and conditions for licence  renewal
of   the   underlying  acquired  network  businesses,  with   the
amortisation periods ranging between 8 and 40 years.

The  Group's  investments, which include equity  investments  and
loans  advanced to associated undertakings and other investments,
increased by £121,966m in the year as shown in the table below.

                                                                 £m
                                                                    
At 1 April 1999                                                  372
Acquisition of Mannesmann                                    101,246
New investments, including goodwill of £19,590m               20,999
Other movements                                                (279)
                                                             -------
At 31 March 2000                                             122,338
                                                             =======



The   investment  of  £101,246m  in  respect  of  Mannesmann   AG
represents  the  ordinary shares issued to the  shareholders  and
convertible bond holders of Mannesmann AG at 31 March 2000.  This
follows   the   receipt   of   valid   acceptances   representing
approximately 98.62% of the issued share capital of  the  company
and  99.72%  of the convertible bond at 27 March 2000,  the  date
that  the  Company's  Offer closed.  The  Mannesmann  acquisition
completed on 12 April 2000, the date that clearance was  received
from the European Commission.

Tangible  fixed  assets  increased by £4,157m  during  the  year,
primarily  relating  to  the merger with AirTouch  and  continued
capital investment in the Group's world-wide network operations.


Equity shareholders' funds

Total  equity shareholders' funds at 31 March 2000 had  increased
to £140,833m, compared with £815m at 31 March 1999.  The increase
includes  the issue of new share capital of £140,037m,  primarily
in  relation  to the merger with AirTouch and the acquisition  of
Mannesmann, unvested option consideration of £1,165m  in  respect
of  the merger with AirTouch, a profit for the financial year  of
£487m  (after  goodwill  amortisation  of  £1,712m),  offset   by
dividends  paid  and  proposed of £620m and an  adverse  currency
translation adjustment in reserves of £1,130m.


Cash flows and net borrowings

Cash generated from operating activities increased by £1,465m  to
£2,510m due primarily to the growth in the Group's operations and
the  inclusion of the operating cash flows of the former AirTouch
businesses  following  the merger.  The principal  cash  outflows
during  the  period related to cash consideration for  investment
purchases of £4,801m, net capital expenditure of £1,739m and  net
interest  and other finance charges of £406m, including dividends
paid  to minority interests of £93m.  Net capital expenditure  of
£1,739m is after deducting £279m of cash receipts in relation  to
the sub-leasing of certain US communications towers.

An analysis of net payments made in respect of investments is set
out in the table below.

                                                            £m
   AirTouch Communications, Inc.                         3,534
   CommNet Cellular, Inc.                                  459
   J-Phone Group                                           342
   Omnitel                                                 112
   Other                                                   354
                                                       -------
                                                         4,801
                                                        ======

These  cash  outflows  were offset by cash inflows  of  £236m  in
respect  of dividends from associated undertakings, £1,028m  from
the  disposal of fixed asset investments and loan repayments, and
proceeds of £362m on the exercise of share options by employees.

As  a  result  of these cash flows, and acquired indebtedness  of
£2,133m,  net  debt at the year end was £6,643m, an  increase  of
£5,135m  from 31 March 1999.  A maturity analysis of net debt  at
31 March 2000 is shown below.

  Analysed by repayment year:                                  £m
                                                                 
  Less than 1 year                                            605
  Between 1-2 years                                           481
  Between 2-5 years                                         1,681
  More than 5 years                                         3,876
                                                          -------
                                                            6,643
                                                           ======
                                                                 


Debt  repayable within one year in the above analysis is  net  of
cash  and other liquid investments amounting to £189m at 31 March
2000.   £700m  of  the gross debt maturing within  one  year  was
commercial   paper,  issued  under  the  Group's   US$5   billion
commercial paper programme.  This programme is supported by  bank
facilities with more than one year to maturity.

The  Group  launched a Euro1.5 billion eurobond issue in  October
1999 and a US$5.25 billion bond in February 2000, with maturities
of  between 5 and 30 years, the proceeds from which were used  to
refinance short term borrowings.


Funding and liquidity

The  Group has a strong financial position demonstrated by credit
ratings  of  P-1/F1/A2  short term  and  A/A/A-  long  term  from
Moody's,  Fitch  IBCA  Duff  & Phelps and  Standard  and  Poor's,
respectively,  which  reflect the amended ratings  of  the  Group
following  the  acquisition of Mannesmann and the UK  3G  licence
auction.  This enables the Group to access a wide range  of  debt
finance  including  bonds, commercial paper  and  committed  bank
facilities.

The  maturity of the undrawn committed facility available to  the
Group at 31 March 2000 is shown below:

 Analysed by year of expiry:                      Euro (million)
                                                                
 Within 1 year                                             9,500
 Between 2-5 years                                         7,500
                                                         -------
                                                          17,000
                                                          ======


The  committed  facility  comprises a  syndicated  senior  credit
facility  of  Euro30 billion, which was subsequently  reduced  to
Euro17  billion  on 11 March 2000.  The portion of  the  facility
maturing  within one year may be extended, at the option  of  the
Group, for a further period of between 6 and 12 months.

In  May  2000, the Group issued US$3.75 billion of Floating  Rate
Notes,  of  which US$0.75 billion is due in June 2001 and  US$3.0
billion in December 2001.

On  26 May 2000, the Group signed an additional US$5 billion  364
day  bank  facility, extendable at the option of the Group  by  a
further 9 months.


Subsequent events

On 3 April 2000, a new US joint venture wireless business with  a
national  footprint,  Verizon  Wireless,  was  created   by   the
combination  of  Vodafone  AirTouch's  and  Bell  Atlantic's   US
cellular,  PCS  and  paging  assets.  Following  the  anticipated
completion  of  the merger between Bell Atlantic  Corp.  and  GTE
Corp., the Group will have a 45% shareholding in the new venture.

On  12  April  2000,  the acquisition of Mannesmann  AG  received
clearance  from  the  European Commission.  The  acquisition  has
resulted in increased shareholdings in certain mobile operations,
with  a pro forma increase in the proportionate customer base  of
the  Europe,  Middle East & Africa region to over  28.9  million,
based  on  customer  numbers  at  31  March  2000.   Mannesmann's
interests  also include fixed line businesses in Germany,  Italy,
France  and Austria as well as non-telecommunications businesses,
primarily   Atecs  Mannesmann,  its  engineering  and  automotive
business.

On  17  April  2000, the Group announced that Mannesmann  AG  had
reached an agreement with Siemens AG and Robert Bosch AG  on  the
disposal  of  a  50% plus two shares stake in Atecs  Mannesmannn,
with  an option arrangement over Mannesmann AG's remaining stake.
The transaction values Atecs Mannesmann at approximately Euro 9.6
billion, consisting of a payment of Euro 3.116 billion to be paid
on completion of the sale of the stake of 50% plus two shares, or
on  30 September 2000 if sooner, Euro 3.657 billion to Euro 3.807
billion  to be paid upon the exercise of certain options  between
closing  and 31 December 2003, and Euro 2.827 billion of  pension
and non-trading financial liabilities to be assumed by Siemens AG
and Robert Bosch AG.  The proceeds from the sale will be used  to
reduce Group net debt.

On 27 April 2000, the UK business was successful in acquiring the
largest 3G licence available to an existing operator at a cost of
£5.964 billion.

On 17 May 2000, the Group and VivendiNet (a joint venture between
Vivendi  and Canal+) announced that an agreement had been  signed
for  the  creation  of a new joint venture company,  VIZZAVI,  to
establish  a multi-access Internet portal for Europe.  The  Group
and  VivendiNet  will  both have a 50% shareholding  in  the  new
company.  Vivendi  has indicated its interest in  purchasing  the
Group's entire 15% shareholding in Cegetel's capital stock.


Outlook

Vodafone   AirTouch   is   very  well   positioned   technically,
financially  and managerially not only to enjoy the rapid  growth
still  to  come in mobile telephony but also to lead the  way  in
multi-access Internet service development, in the best markets in
the world.




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