Final Results - Year Ended 31 March 2000, Part 3

Vodafone AirTouch PLC
30 May 2000

PART 3


APPENDIX 1: SUMMARY OF WORLDWIDE CELLULAR AND PCS OPERATIONS

                                           Venture     Venture   Proportionate
                           Percentage     customers    customer      customers
              Service        ownership     31 March      growth       31 March
Country       name                             2000    (percent)          2000
                                 (1)    (thousands)                (thousands)
                                                                  
                                          
EUROPE, MIDDLE EAST AND AFRICA
                                                                
Belgium       Proximus          25.0         2,307          64            576
Egypt         Click GSM         60.0           405         314            243
France (2)    SFR               20.0         7,910          71          1,582
Germany (2)   D2                34.8        11,107          70          3,862
Greece        Panafon           55.0         1,773          49            975
Hungary       Vodafone          50.1            47         n/a             24
Italy (2)     Omnitel           21.6        11,222          60          2,426
Malta         Vodafone          80.0            45          88             36
Netherlands   Libertel          70.0         2,450          71          1,715
Poland        Plus GSM          19.6         1,692          79            332
Portugal      Telecel           50.9         1,795          24            913
Romania       Connex GSM        20.1           765         112            154
South Africa  Vodacom           31.5         3,069          53            967
Spain         Airtel            21.7         5,624         113          1,220
Sweden        Europolitan       71.1           885          33            629
Uganda        Celtel            36.8            23          44              8
                                                                             
Total                                       51,119          68         15,662
                                                  

                                                                             
                           Percentage    Proportion      Market         Market
              Service       ownership        prepay  penetration    population
Country       name               (1)     (percent)   (percent)      (millions)
                             
                                          
EUROPE, MIDDLE EAST AND AFRICA
                                                                             
Belgium       Proximus          25.0            32          36           10.2
Egypt         Click GSM         60.0            87           2           67.3
France (2)    SFR               20.0            37          39           59.0
Germany (2)   D2                34.8            32          33           82.1
Greece        Panafon           55.0            62          40           10.7
Hungary       Vodafone          50.1            70          16           10.2
Italy (2)     Omnitel           21.6            87          58           56.7
Malta         Vodafone          80.0            58          12            0.3
Netherlands   Libertel          70.0            66          49           15.8
Poland        Plus GSM          19.6            26          11           38.6
Portugal      Telecel           50.9            72          52            9.9
Romania       Connex GSM        20.1            33           7           22.3
South Africa  Vodacom           31.5            68          11           43.4
Spain         Airtel            21.7            59          45           39.2
Sweden        Europolitan       71.1            19          61            8.9
Uganda        Celtel            36.8            87         0.3           22.8
                                                                             
Total                                           54                      497.4




                                           Venture     Venture   Proportionate
                           Percentage     customers    customer     customers 
              Service                     31 March      growth       31 March
Country         name       ownership           2000   (percent)          2000
                                 (1)    (thousands)                (thousands)
     
                                                                  
UNITED KINGDOM                                                  
                                                                
UK (3)        Vodafone         100.0         8,791          58          8,791

                                                                             
                           Percentage    Proportion      Market         Market
                                            prepay  penetration     population
Country       Service      ownership     (percent)   (percent)     (millions)
              name               (1)

UNITED KINGDOM                                                  
                                                                
UK (3)        Vodafone         100.0            58          46           59.1


                                           Venture     Venture   Proportionate
                           Percentage    customers    customer              
              Service                     31 March      growth      customers
Country       name         ownership          2000   (percent)       31 March
                                 (1)   (thousands)                       2000
                                                                  (thousands)

UNITED STATES AND ASIA PACIFIC                                  
                                                                
US (4)    AirTouch                                                           
          Cellular           Various        10,082          21          9,354
          CMT                   46.9           936         (3)            440
          PrimeCo               49.8         1,526          43            759
                                                                             
Australia  Vodafone              91.0         1,440          48          1,310
Fiji      Vodafone               49.0            24         200             12
India     RPG Cellular         20.6 -            45          15             13
                                 49.0
Japan     J-Phone              20.2 -         8,107          31          1,907
(5)                              28.8
New                                                                          
Zealand   Vodafone              100.0           473         161            473
South                                                                        
Korea     Shinsegi               11.7         3,579          40            418
                                                                             
Total                                        26,212          30         14,686


                                                                             
                           Percentage   Proportion      Market         Market
                                            prepay penetration     population
Country       Service      ownership     (percent)   (percent)     (millions)
              name               (1)

UNITED STATES AND ASIA PACIFIC                                  
                                                                
US (4)    AirTouch                                                           
          Cellular           Various            10          32           99.8
          CMT                   46.9             1                           
          PrimeCo               49.8            52                           
                                                                             
Australia Vodafone              91.0            21          42           18.8
Fiji      Vodafone              49.0            67           3            0.8
India     RPG Cellular        20.6 -             -         0.2           79.4
                                49.0
Japan     J-Phone             20.2 -             1          40          126.2
(5)                             28.8
New                                                                          
Zealand   Vodafone             100.0            67          39            3.7
South                                                                        
Korea     Shinsegi              11.7             -          55           46.9
                                                                             
Total                                           10                      375.6

                                           Venture     Venture   Proportionate
                           Percentage     customers    customer              
              Service                    31 March      growth      customers
Country       name         ownership          2000   (percent)       31 March
                                 (1)   (thousands)                       2000
                                                                  (thousands)

                                                                
GROUP TOTAL                                 86,122          53         39,139

                                                                             
                           Percentage   Proportion      Market         Market
                                            prepay penetration     population
Country       Service      ownership     (percent)   (percent)     (millions)
              name               (1)

                                                                
GROUP TOTAL                                     41                      932.1



(1)   All  ownership  percentages are stated as  of  31  March  2000,  and
exclude  options,  warrants  or  other  rights  of  Vodafone  AirTouch  to
increase ownership.  Ownership interests have been rounded to the  nearest
tenth of one percent.

(2)    Following  EC  approval of the acquisition  on  12  April  2000,  a
proportion  of  the Group's ownership interests in these ventures  is  now
held  through  Mannesmann  AG.  The Group owns 98.62%  of  Mannesmann  AG,
based  on  valid acceptances from its shareholders, and this has increased
the  Group's  percentage ownerships in Mannesmann Mobilfunk  (Germany)  to
99.1%  and in Omnitel (Italy) to 76.0%.  Proportionate customers  for  the
EMEA  region have increased to over 28.9 million following these  changes,
based on venture customers at 31 March 2000.

(3)   The Group's interest in Orange, held through Mannesmann AG, has been
excluded on the basis that it will be divested.

(4)   Verizon  Wireless  was created under an  agreement  completed  on  3
April 2000, resulting in the combination of Vodafone AirTouch's  and  Bell
Atlantic's  US cellular, PCS and paging assets.  After the  close  of  the
Bell  Atlantic/GTE Corporation merger, and the contribution  of  GTE's  US
wireless  assets, Bell Atlantic/GTE will own 55% of Verizon  Wireless  and
Vodafone AirTouch will own 45%.

(5)   Following  a  restructuring  in May  2000,  the  Group's  percentage
ownership  in  each  of Japan's nine regional wireless  telecommunications
companies,  which  varies  according  to  region,  has  remained   broadly
unchanged and ranges between 23% and 27%.


APPENDIX 2: FURTHER INFORMATION FOR SUBSIDIARY NETWORK OPERATORS

                                                             
                                           Churn            ARPU
Country             Service name               %          (local
                                                       currency)

EUROPE, MIDDLE EAST AND AFRICA                                   
                                                                 
Egypt (3)           Click GSM                0.1           2,067 EGP
Germany (1)         D2                      14.8           1,092 DEM
Greece              Panafon                    *               * GRD
Hungary             Vodafone                 0.3         105,018 HUF
Italy (1)           Omnitel                 13.1         734,824 ITL
Malta               Vodafone                40.5             479 MTL
Netherlands         Libertel                   *               * NLG
Portugal (3)        Telecel                    *               * PTE
Sweden (3)          Europolitan                *           5,748 SEK

UNITED KINGDOM                                                   
                                                                 
UK (2)              Vodafone                29.8             305 GBP


UNITED STATES AND ASIA PACIFIC                                   
                                                                 
US (3)              AirTouch                29.2             472 USD
                    Cellular
                                                                 
Australia           Vodafone                32.8             731 AUD
New Zealand         Vodafone                19.5           1,047 NZD

(1)  Following EC approval of the acquisition of Mannesmann AG on 12 April
   2000, Mannesmann Mobilfunk (D2) and Omnitel became subsidiaries of the
   Group.

(2)  The Group's interest in Orange, held through Mannesmann AG, has been
   excluded on the basis that it will be divested.

(3)  Click GSM, Telecel, Europolitan and AirTouch Cellular became
   subsidiaries on 30 June 1999 as a result of the merger with AirTouch
   Communications, Inc.

(4)  * Listed subsidiaries still to report.