Further stake in Airtel

Vodafone Group PLC
19 September 2000

      VODAFONE ACQUIRES FURTHER 8.48% IN AIRTEL

Vodafone  Group Plc ('Vodafone') announces  that  it
has  agreed to acquire an additional 8.48% stake  in
Airtel   Movil,   S.A.  ('Airtel')   following   its
agreement  to amend certain conditions  relating  to
put  agreements  with shareholders  of  Airtel.  The
completion  of  the acquisition  of  this  stake  is
subject to a number of conditions.

The put agreements which were signed in January this
year,  granted  Acciona, S.A. ('Acciona'),  Torreal,
S.A.  ('Torreal')  and Corporacion Financiera  Alba,
S.A.  ('Alba') a series of three sets of conditional
put   options  in  respect  of  their  shareholdings
representing, in aggregate, 16.91% of Airtel.

The amendments are intended to take into account new
factual   circumstances  that  have   arisen   since
January. The effect of the amendments is to  trigger
the  exercise of the first set of put options  which
has  been  amended, to account for the  disposal  of
Alba's  entire stake in Airtel. This results in  the
increase  of  the  number of  shares  to  be  issued
subject  to  the  first set of  put  options,  while
reducing  the number of shares to be issued  subject
to the second set of put options.

The terms of the put options remain as announced  on
22  January  2000,  subject to the  points  set  out
below:

*    The  first  set  of  put options  (as  amended)
     relates   to   8.48%   of   Airtel   and    the
     consideration (if in shares) will be the  issue
     of  a maximum of 569.7 million Vodafone shares,
     subject to adjustment in certain circumstances.
     Although  the  amendments  have  triggered  the
     exercise  of  this first set  of  put  options,
     completion  remains  subject  to  a  number  of
     conditions.

*    The  second  set  of put options  (as  amended)
     relates  to all or part of the remaining  8.43%
     of  Airtel  held  by Acciona and  Torreal.  The
     consideration (if in shares) would result in  a
     maximum of 613.8 million Vodafone shares  being
     issued. The maximum number of shares issued  as
     consideration has been calculated  based  on  a
     pound/euro exchange rate of 1.59 and will  vary
     based on movements in the exchange rate between
     the two currencies.

The conditional put options form part of a series of
arrangements  designed to increase Vodafone's  stake
in  Airtel.  In  June  2000 Vodafone  signed  a  co-
operation  agreement with British Telecommunications
plc,  which  currently holds  17.8%  of  Airtel,  to
acquire additional shareholdings in Airtel. In July,
Vodafone's  offer  to  a group  of  shareholders  to
acquire  their shares representing 43.5% of  Airtel,
was  accepted. Vodafone currently has a 21.7%  stake
in Airtel.

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


                          
                 
For further information
Terry Barwick, Director of Corporate Affairs
Tim Brown, Investor Relations Director
Melissa Stimpson, Senior Investor Relations Manager
Mike Caldwell, Corporate Communications Director
At Vodafone Group Plc
Telephone: [phone]

Lulu Bridges
Tavistock Communications
Telephone: [phone]