Indicative Proposal to C&W

Vodafone Group PLC
8 February 2001


VODAFONE SUBMITS INDICATIVE PROPOSAL TO CABLE & WIRELESS OPTUS

          Proposed combination of mobile businesses 
               of Vodafone Pacific and CWO

Vodafone  Group  Plc  ('Vodafone') announces  today  that  its
subsidiary  Vodafone Pacific Limited ('Vodafone Pacific')  has
submitted  an indicative proposal to acquire Cable &  Wireless
Optus  Limited  ('CWO'), in order to combine  its  own  mobile
business  with that of CWO.  CWO, which operates in Australia,
comprises  three  core businesses: mobile; data  and  business
services; and consumer and multimedia.

As  a  key part of Vodafone Pacific's proposal it has  entered
into  a  detailed memorandum of understanding  with  Hutchison
Telecommunications  (Australia)  Limited  ('Hutchison')  which
could  facilitate the emergence of Hutchison as a  significant
third  national  mobile  operator in  Australia.   A  detailed
submission regarding the proposed arrangements with  Hutchison
is  being  made  to  the Australian Competition  and  Consumer
Commission ('ACCC').

Vodafone Pacific's proposal involves the merger of its  mobile
operations  with  those  of  CWO  to  create  a  new  enlarged
Australian listed mobile group.  The proposal will not involve
the  issue  of any shares in Vodafone Group Plc  and  will  be
funded primarily by the issue of Vodafone Pacific shares.

Vodafone  Pacific's  proposal  is  subject  to  a  number   of
conditions  including  completion  of  due  diligence  and   a
satisfactory   conclusion  to  discussions  with   the   ACCC.
Implementation of Vodafone Pacific's proposal will require the
simultaneous disposal of the other business units  of  CWO  to
third parties.

Vodafone Pacific's proposal has been submitted to CWO as  part
of  CWO's  previously  announced process to  review  strategic
options for the company.  Discussions between Vodafone Pacific
and CWO remain at an early stage and there can be no assurance
that  any agreement will be reached.  No further announcements
should be expected for a number of weeks.
                               
                          

FOR FURTHER INFORMATION CONTACT:

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]