Sale of France Telecom Shares

Vodafone Group PLC
28 February 2001



                 Sale of France Telecom shares
                               
Vodafone  Group  Plc announces today that agreement  has  been
reached  with France Telecom on terms for the sale  to  France
Telecom  of  113.85  million France Telecom  shares  (the  'FT
Shares')  held  by its subsidiary Vodafone Jersey  Investments
Limited ('Vodafone').

The  transaction represents a comprehensive settlement of  the
put  and call option arrangements entered into by Vodafone and
France  Telecom at the time of the Orange transaction, whereby
France  Telecom  has  agreed to repurchase  Vodafone's  entire
France Telecom shareholding.

The  transaction  values the FT Shares at  approximately  EURO
11.63  billion  (£7.34 billion) which will be paid  by  France
Telecom to Vodafone in tranches as follows:

* a first cash payment of EURO 6.06 billion (£3.83 billion) on
  5 March 2001
* a  second  cash payment of EURO 0.59 billion (£0.37 billion)
  on 26 March 2001
* a  third  cash payment of  EURO 4.97 billion (£3.14 billion)
  on 25 March 2002

The  third cash payment of EURO 4.97 billion on 25 March  2002
is  subject  to  an upward adjustment in the  event  that  the
France Telecom share price is above the euro equivalent of £60
at  that time, and is capped at the euro equivalent of £79 per
share.

In addition, the France Telecom loan note of EURO 2.15 billion
(£1.36  billion) owned by Vodafone Group Plc will be redeemed,
including  interest, for EURO 2.22 billion (£1.40 billion)  on
13 March 2001.

The  transaction will deliver total proceeds to  the  Vodafone
group of at least EURO 13.84 billion (£8.76 billion), of which
EURO 8.87 billion (£5.62 billion) will be received by 31 March
2001.

Vodafone's holding in France Telecom represents 9.87%  of  the
France Telecom outstanding share capital.

The  Vodafone group will use the cash proceeds of the disposal
of  the  FT  Shares and redemption of the loan note to  reduce
existing group debt.

Vodafone Group Plc was advised by UBS Warburg.


Notes to editors:

The  exchange  rate  used to convert euro  ('EURO')  to  pound
sterling ('£') is 0.6312


For further information:
Vodafone Group Plc
Tim Brown, Group Corporate Affairs Director
Melissa Stimpson, Head of Group Investor Relations
Jon Earl, Investor Relations Manager
Tel:  [phone]

Tavistock Communications
Lulu Bridges
Tel:  [phone]

UBS Warburg
Warren Finegold
Andre Sokol
Tel:  [phone]

This   announcement  has  been  issued  by  and  is  the  sole
responsibility  of Vodafone Group Plc.  UBS  Warburg  Ltd.,  a
subsidiary of UBS AG, which is regulated in the United Kingdom
by the Securities and Futures Authority Limited, is acting for
Vodafone Group Plc and for no one else in connection with  the
proposed  transaction  and will not be responsible  to  anyone
other  than  Vodafone Group Plc for providing the  protections
afforded  to  customers of UBS Warburg Ltd., or for  providing
advice in relation to the transaction.