Agreement on Terms for a Merger with Mannesmann

Vodafone AirTouch PLC
4 February 2000



                                               3 February 2000
                               

               VODAFONE AIRTOUCH AND MANNESMANN
          AGREEMENT ON TERMS FOR A RECOMMENDED MERGER

The Board of Vodafone AirTouch Plc is pleased to announce that
it   has  reached  agreement  with  the  Management  Board  of
Mannesmann AG on the terms of a merger to be effected by means
of  a revised Offer (the 'Revised Offer') by Vodafone AirTouch
for  Mannesmann.  The Revised Offer is unanimously recommended
to   Mannesmann  Shareholders  by  the  Management   Board  of
Mannesmann.

The   merger  of  Vodafone  AirTouch  and  Mannesmann   is   a
combination of two highly successful companies and  management
teams   that   will   create  one  of  the   world's   leading
telecommunications groups.  The merger will be  based  on  the
principles  of mutual respect and cooperation.  The successful
integration  of the two companies' complementary strengths  in
mobile,  fixed  and  data and Internet services  will  be  the
highest priority.

Terms of the Merger

 The key terms of the merger are as follows:

*  A Revised Offer of 58.9646 Vodafone AirTouch Shares for  each
   Mannesmann Share.

*  The  Revised Offer values each Mannesmann Share at EUR  350.5
   and  Mannesmann's Share Capital at EUR 181.4 billion, based
   on  Vodafone AirTouch's Closing Price of 368.5 pence  on  3
   February 2000.

*  Following  the  Revised Offer, and assuming full  acceptance,
   Mannesmann  Shareholders will hold 49.5%  of  the  Combined
   Group.

*  Dr.  Klaus Esser will join the Vodafone AirTouch Board as  an
   executive director.

*  Four  members  of  Mannesmann's  Supervisory  Board  will  be
   invited to join the Board of Vodafone AirTouch.


Management and Integration

The  Vodafone  AirTouch  Board and the  Mannesmann  Management
Board led by Dr. Klaus Esser have agreed that integrating  the
culture  and  skills  of Mannesmann will be  one  of  Vodafone
AirTouch's  highest  priorities  following  the  merger.    To
achieve  this,  Vodafone  AirTouch has  already  committed  to
respect  the  principle  of  codetermination  in  Mannesmann's
governance structure.  Mannesmann's Management Board will  use
best  efforts to procure sufficient representation of Vodafone
AirTouch  on the Supervisory Board of Mannesmann in  order  to
achieve  the  successful  and prompt integration  of  the  two
companies.

An    Integration   Committee   will   be   established   with
representatives  from both Vodafone AirTouch  and  Mannesmann.
The  Committee will be jointly led by Chris Gent and Dr. Klaus
Esser.

Mannesmann will have 5 representatives (1 executive and 4 non-
executive)  out of a total of 19 on the new Vodafone  AirTouch
Board.   Dr.  Klaus  Esser has agreed to  join  the  Board  of
Vodafone AirTouch as an executive director and to continue  as
Chief   Executive   Officer  of  Mannesmann.    He   will   be
instrumental  in  the  integration  process,  and  will   have
particular responsibility for the successful separation of the
industrial businesses under the terms of Mannesmann's existing
proposals.   Following  the  successful  separation   of   the
industrial  businesses, Dr. Esser will give up  his  executive
responsibilities  at Mannesmann and will become  non-executive
Deputy Chairman of Vodafone AirTouch.

Mannesmann  will  be assured of participation  in  the  senior
management  of  the  Combined Group - with  senior  executives
being   appointed  to  positions  comparable  to  those   they
currently  hold  within  Mannesmann.  All  the  current  Chief
Executives of the major Mannesmann operating subsidiaries will
be confirmed in their respective roles.

Mannesmann's Businesses within the Combined Group

*  Vodafone  AirTouch  will  continue  to  develop  Mannesmann's
   wireless,   wireline  and  internet  strategy  within   the
   Combined   Group.   Specifically,  Vodafone  AirTouch   has
   agreed  not  to dispose of the wireline activities  of  the
   Combined   Group   and  to  review  alternatives   to   its
   previously  announced  intention  to  undertake  a   public
   offering   of   a   minority  interest  in   the   wireline
   businesses.

*  Dusseldorf  will  be  retained as one of  two  dual  European
   Headquarters,   with   responsibility   for    Mannesmann's
   existing   Continental  European  mobile  and  fixed   line
   businesses and other assets to be determined.

*  A key  strategic objective of the Combined Group will  be  to
   integrate    and    develop   Mannesmann's    tele-commerce
   activities.

*  Vodafone  AirTouch  will retain all current ongoing  existing
   facilities and activities in the Dusseldorf area and   will
   expand   Dusseldorf-based   activities,   with   particular
   emphasis  on data products and services. Vodafone  AirTouch
   reaffirms  its public statement of commitment to Mannesmann
   employees.

*  Vodafone  AirTouch  confirms its commitment to undertake  the
   initial  public offerings of the Engineering and Automotive
   businesses  along  the  lines  of  Mannesmann's  previously
   announced  plans.  Vodafone AirTouch will also  pursue  the
   repositioning of Mannesmann's tubes businesses.

*  In  order to accelerate the successful integration of the two
   businesses,   Mannesmann   has   agreed   to   convene   an
   extraordinary  shareholders'  meeting  to  remove  the   5%
   voting  restriction in its articles of association as  soon
   as  reasonably practicable after the Revised Offer  becomes
   or  is  declared unconditional.  Mannesmann will  cooperate
   fully  with  Vodafone AirTouch in the demerger  of  Orange.
   The  parties have also agreed to cooperate in obtaining all
   necessary regulatory approvals.


Further Details of the Revised Offer

The terms of the Revised Offer are available to all Mannesmann
Shareholders  including  those who  have  previously  tendered
their  Mannesmann Shares.  The Revised Offer will be open  for
acceptance  until 24.00 CET on 17 February 2000.  Due  to  the
nature  of  the  German  depository  banking  system  and  the
significant lead times to book acceptances into DBC,  Vodafone
AirTouch  does  not know the approximate number of  Mannesmann
shares tendered to date.

Immediately  after  the  Revised Offer becomes  unconditional,
Vodafone  AirTouch will issue new Vodafone AirTouch Shares  in
respect of all those Mannesmann Shares that have been tendered
up  until  close  of  business on the day  the  Revised  Offer
becomes unconditional.  Settlement in respect of tenders after
this date will not occur until the day after the Revised Offer
finally  closes  pursuant to any extension after  17  February
2000.

Chris Gent, Chief Executive of Vodafone AirTouch, commented:

'We  are  delighted that the Management Board  has  agreed  to
recommend our revised offer to Mannesmann Shareholders.'

'We have the greatest respect for the management and employees
of  Mannesmann  and  their achievements  in  building  one  of
Europe's   leading  telecommunications  businesses.   We   are
confident that the combination of our two great companies will
enable us to move forward rapidly to create one of the world's
leading  mobile  multimedia communications  companies  and  to
generate superior growth and enhanced returns for shareholders
of both companies.'

'I  am  particularly pleased that Klaus Esser will be  joining
the  Vodafone AirTouch Board.  I am also very happy  that  all
the  members of the Mannesmann Management Board will  continue
to play important roles within the Combined Group.'

Dr.  Klaus  Esser,  Chief  Executive  Officer  of  Mannesmann,
commented:

'Our  excellent  teams  will continue  to  create  outstanding
success   and   value.   They  will  make   an   extraordinary
contribution  to the growth of the enlarged Vodafone  AirTouch
group. I am proud and happy about this.'


Copies  of  this press release and the documentation published
in  connection with the Vodafone AirTouch Offer for Mannesmann
(the  'Offer')  can  be  obtained from the  Vodafone  AirTouch
website, www.vodafone-update.com.

Enquiries:

Vodafone AirTouch
Terry Barwick, Director of Corporate Affairs
Tim Brown, Investor Relations Director
Melissa Stimpson, Senior Investor Relations Manager
Mike Caldwell, Corporate Communications Director
Tel:  [phone]

Advisers to Vodafone AirTouch
Goldman Sachs
Scott Mead
Simon Dingemans
Tel:  [phone]

Warburg Dillon Read
Warren Finegold
Mark Lewisohn
Tel:  [phone]

Tavistock Communications
Lulu Bridges
Tel:  [phone]

Terms defined in the press release dated 18 January 2000, have
the same meaning in this press release.

This press release does not constitute an offer to exchange or
sell or an offer to exchange or buy any securities.

The  contents  of  this  announcement have  been  approved  by
Goldman  Sachs  International and  Warburg  Dillon  Read,  the
investment banking division of UBS AG, solely for the purposes
of  Section  57  of the Financial Services Act  1986.  Goldman
Sachs International and Warburg Dillon Read, each of which  is
regulated in the United Kingdom by The Securities and  Futures
Authority Limited, are acting for Vodafone AirTouch and for no
one else in connection with the new Company to be created with
Vivendi  and the Offer and will not be responsible  to  anyone
other  than  Vodafone AirTouch for providing  the  protections
afforded  to  customers  of  Goldman  Sachs  International  or
Warburg  Dillon Read or for giving advice in relation  to  the
Company and the Offer.

The  Offer  in  the  United States is  being  made  through  a
prospectus   which  is  part  of  an  effective   registration
statement   filed  with  the  U.S.  Securities  and   Exchange
Commission.  Mannesmann Shareholders who are U.S.  persons  or
are  located  in  the United States are advised  to  read  the
registration   statement   because   it   contains   important
information relating to the Offer.  You can inspect  and  copy
the registration statement relating to the Offer and documents
incorporated  by  reference therein at  the  public  reference
facilities  maintained  by the U.S.  Securities  and  Exchange
Commission  at  450 Fifth Street, N.W., Room 1024,  Washington
D.C.  20549. In addition, copies of the US Offer Document  are
available from The Bank of New York, 101 Barclay Street, Lobby
Window, New York, NY 10286.

For   additional   information  regarding   risks,   see   the
Registration  Statement  on Form  F-4  and  other  reports  of
Vodafone AirTouch Plc on file with the Securities and Exchange
Commission.  Copies of these filings are available on  request
directed  to Vodafone AirTouch, Investor Relations, Tim  Brown
(tel: + 44 1635 682 373).

It  is  the responsibility of any person receiving a  copy  of
this  announcement in any jurisdiction other than  the  United
Kingdom,  Germany and the United States to satisfy  themselves
as   to  the  full  observance  of  the  laws  and  regulatory
requirements  of  the  relevant  jurisdiction,  including  the
obtaining  of any governmental or other consent which  may  be
required  or  observing any other formalities  needing  to  be
observed  in  such jurisdiction.  Receipt of this announcement
will  not constitute an offer in those jurisdictions in  which
it  would  be  illegal  to make such  an  offer  and  in  such
circumstances  it  will  be  deemed  to  have  been  sent  for
information purposes only.

Statements in this press release relating to future status  or
circumstances,    including   statements   regarding    future
performance,   costs,   revenues,   cash   flows,    earnings,
divestments,  growth  and  other  trend  projections  and  the
synergistic   benefits  of  the  merger  are   forward-looking
statements. These statements may generally, but not always, be
identified   by  the  use  of  words  such  as  'anticipates',
'should',  'expects',  'estimates',  'believes',  or   similar
expressions.   By  their  nature,  forward-looking  statements
involve risk and uncertainty because they relate to events and
depend  on circumstances that will occur in the future.  There
can  be  no  assurance  that actual results  will  not  differ
materially  from those expressed or implied by these  forward-
looking  statements due to many factors,  many  of  which  are
outside  Vodafone  AirTouch's control,  including  steps  that
Mannesmann's   management  may  take  to  frustrate   Vodafone
AirTouch's efforts to obtain managerial control of Mannesmann,
increase  the costs or reduce the benefits of the transaction,
the triggering of change of control provisions in Mannesmann's
licences or other agreements, the ability to obtain regulatory
approvals  without onerous conditions, the  impact  of  labour
disputes,  the risk of negative impacts on Vodafone AirTouch's
credit  ratings, the potential costs, including tax costs,  of
divesting   Orange  and  Mannesmann's  industrial  businesses,
limitations   on  Vodafone  AirTouch's  ability   to   control
Mannesmann due to voting restrictions and other provisions  of
Mannesmann's   charter  and  German  law,   general   economic
conditions, competition, technical difficulties and  the  need
for increased capital expenditure (such as that resulting from
increased  demand  for usage, new business  opportunities  and
deployment  of  new  technologies),  the  ability  to  realise
benefits  from entering into partnerships for developing  data
and  internet services, and the inability of Vodafone AirTouch
and Vivendi to agree the detailed terms for the Company.