March 3, 2003

George J. Sampas, Esq.
Sullivan & Cromwell LLP
1 New Fetter Lane
London, England EC4A 1AN  

Re: Vodafone Group Plc offer for Vodafone Telecel-Comunicações Pessoais, S.A.
File No. TP 03-47

Dear Mr. Sampas:

This letter responds to your February 28, 2003 letter, as supplemented by conversations with the staff. We have attached a photocopy of your letter to avoid reciting or summarizing the facts set forth therein. Each defined term in this response has the same meaning as in your letter, unless otherwise noted.

Response:

The United States Securities and Exchange Commission (Commission) hereby grants an exemption from Rule 14e-5 under the Securities Exchange Act of 1934 (Exchange Act) on the basis of your representations and the facts presented, but without necessarily concurring in your analysis, particularly in light of the following facts:

• The offer will comply with the requirements of the Portuguese Securities Code;
   
• Vodafone Telecel-Comunicações Pessoais, S.A. (Company), a public company incorporated in Portugal, is a "foreign private issuer," as defined in Rule 3b-4(c) under the Exchange Act;
   
• Any purchases of the shares of the Company (Shares) by Vodafone Group Plc (Offeror), a public limited liability company incorporated in England and Wales, or any broker or other financial institution, in each case acting as agents for Offeror (collectively, the Prospective Purchasers), will be made in accordance with applicable Portuguese law; and
   
• The existence of the Memorandum of Understanding Between the Commission and Comissão do Mercado de Valores Mobiliários CMVM) Concerning Consultation and Cooperation Regarding the Implementation of Securities Laws, dated October 10, 1997.

The Commission grants this exemption from Rule 14e-5 under the Exchange Act to permit the Prospective Purchasers to purchase or arrange to purchase Shares otherwise than pursuant to the Offer, subject to the following conditions:

1. No purchases or arrangements to purchase Shares, otherwise than pursuant to the Offer, shall be made in the United States;
    
2. No purchases or arrangements to purchase Shares, including any purchases on any stock exchange, shall be made at a price higher than the price per Share offered by Vodafone in the Offer;
    
3. The Offer document shall disclose prominently the possibility of, or the intention to make, such purchases of Shares by the Prospective Purchasers during the Offer;
    
4. Vodafone shall disclose promptly in the United States and Portugal, by means of a press release, information regarding such purchases of Shares, shall provide such information to holders or beneficial owners of Shares upon their request without charge to such persons, and shall disclose information regarding such purchases to the CMVM;
    
5. The Prospective Purchasers shall comply with any applicable rules and requirements of Portuguese law and organizations, including the Portuguese Securities Code and the rules of Euronext Lisbon;
    
6. Vodafone shall provide to the Division of Market Regulation (Division), upon request, a daily time-sequenced schedule of all purchases of Shares made during the Offer, on a transaction-by-transaction basis, including:
    
   1. size, broker (if any), time of execution, and price of purchase; and
       
   2. a statement that all purchases have been made on Euronext Lisbon;
       
7. Upon the request of the Division, Vodafone shall transmit the information specified in paragraphs 6.a. and 6.b. to the Division at its offices in Washington, D.C. within 30 days of its request;
    
8. The Prospective Purchasers shall retain all documents and other information required to be maintained pursuant to this exemption for a period of at least two years from the date of the termination of the Offer;
    
9. Representatives of the Prospective Purchasers shall be made available (in person at the offices of the Division in Washington, D.C. or by telephone) to respond to inquiries of the Division relating to their records; and
    
10. Except as otherwise exempted herein, the Prospective Purchasers shall comply with Rule 14e-5.

The foregoing exemption from Rule 14e-5 under the Exchange Act is based solely on your representations and the facts presented and is strictly limited to the application of this rule to the proposed transaction. Such transaction should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the Offer. The Division expresses no view with respect to any other questions that the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transactions.

Incoming Letter

http://www.sec.gov/divisions/marketreg/mr-noaction/vodafone030303.htm