Intended Offer to Mannesmann Shareholders

Vodafone AirTouch PLC
30 November 1999

                               
           Intended Offer to Mannesmann Shareholders

Vodafone   AirTouch   has   considered   the   comments    and
presentations made by Mannesmann yesterday, in  which  it  set
out  its  European  strategy and argued the  case  for  strong
future  growth in voice, data and internet telecoms  services.
Vodafone AirTouch shares Mannesmann's confidence in the growth
prospects  for  these services from which both companies  will
benefit.

Chris  Gent,  the Chief Executive of Vodafone  AirTouch,  said
this  morning;  'We  share Mannesmann's excitement  about  the
growth opportunities facing our industry.  Mannesmann has  not
advanced  any argument that contradicts our view that  we  can
capture more of this growth together.  Vodafone AirTouch is at
the forefront of the wireless revolution.  With Mannesmann  we
will  strengthen our global leadership.  We continue  to  hope
that  Mannesmann  will discuss our proposal  with  us  in  the
interests of all of our shareholders.'

Vodafone AirTouch's proposal for a merger of the two companies
is  not driven by a difference in commercial strategy, but  by
its  belief  that shareholders will benefit from  implementing
this  strategy  globally rather than only  in  Europe,  in  25
countries  rather  than  in  Mannesmann's  7  and   across   a
subscriber base of 42 million proportionate customers,  rather
than  Mannesmann's 14 million. Vodafone AirTouch continues  to
believe  that  a merger of the two companies has  overwhelming
strategic and commercial logic.

The  intended  Offer,  which is final, currently  values  each
Mannesmann  Share  at approximately EUR252 based  on  Vodafone
AirTouch's  closing price on the London Stock Exchange  on  29
November  1999  of  295.25 pence. The Offer represents  a  76%
premium  to  Mannesmann's  Closing Price  of  EUR143.5  on  21
October   1999   (the  day  following  the   announcement   of
Mannesmann's  formal  offer  for  Orange)  and  would  entitle
Mannesmann  Shareholders to approximately 47% of the  Combined
Group.

Vodafone  AirTouch  will  post the formal  offer  document  to
Mannesmann Shareholders as soon as practicable.

Words  defined  in  the press release dated 19  November  1999
shall  have  the same meaning in this announcement unless  the
context requires otherwise.

Enquiries:


Vodafone AirTouch

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

Goldman Sachs

Scott Mead
Simon Dingemans
Tel:  [phone]

Warburg Dillon Read

Warren Finegold
Mark Lewisohn
Tel:  [phone]

Tavistock Communications

Lulu Bridges
William Cooper
Tel:  [phone]


The  Offer has not yet commenced.  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 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  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  Offer  and will not be responsible to anyone  other  than
Vodafone  AirTouch for providing the protections  afforded  to
customers  of  Goldman Sachs or Warburg  Dillon  Read  or  for
giving advice in relation to the Offer.

Any  Offer  in the United States will only be 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 when and if it is declared effective by
the  U.S. Securities and Exchange Commission because  it  will
contain important information relating to the Offer.  You will
be  able  to  inspect  and  copy  any  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, Vodafone
AirTouch   will  make  the  effective  registration  statement
available  for free to Mannesmann Shareholders in  the  United
States.

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.

The   EUR:£  exchange  rate  used  in  this  announcement   is
EUR1.5872:£1.

The proportions of the Combined Group owned by the
shareholders of Mannesmann and Vodafone AirTouch respectively
are calculated on the basis of Mannesmann Share Capital of
517.8 million shares and 31.1 billion Vodafone AirTouch Shares
in issue at 18 November 1999.