Intended Offer to Mannesmann Shareholders

Vodafone AirTouch PLC
19 November 1999

Part I
                               
                       VODAFONE AIRTOUCH
   ANNOUNCEMENT OF INTENDED OFFER TO MANNESMANN SHAREHOLDERS

On  16  November 1999 Vodafone AirTouch issued an announcement
which  set  out the strategic and commercial rationale  for  a
merger  between  Vodafone AirTouch and Mannesmann.   Yesterday
afternoon  Vodafone AirTouch received a letter from Mannesmann
urging Vodafone AirTouch to withdraw its proposals.

Vodafone  AirTouch  continues to believe that  a  merger  with
Mannesmann  has compelling logic and is in the best  interests
of  the shareholders of both Mannesmann and Vodafone AirTouch.
Following receipt of yesterday's letter, the Board of Vodafone
AirTouch   has   decided  to  approach  the  shareholders   of
Mannesmann directly with an increased and final offer, so that
they  can  decide  on  the  merits  of  the  combination   for
themselves.  The terms of Vodafone AirTouch's  intended  offer
have  been sent this morning to Mannesmann's Supervisory Board
in advance of their planned meeting.

This  announcement  contains the  principal  elements  of  the
intended Offer.

*The  Offer  will  be 53.7 Vodafone AirTouch Shares  for  each
   Mannesmann  Share.  This values each  Mannesmann  Share  at
   EUR240  based on Vodafone AirTouch's Closing  Price  on  18
   November   1999  of  285  pence.  The  Offer   values   the
   Mannesmann  Share  Capital  (assuming  full  acceptance  of
   Mannesmann's  offer  for  Orange) at  EUR124  billion  (£79
   billion).

*Following  the Offer and assuming full acceptance, Mannesmann
   Shareholders will hold approximately 47.2% of the  Combined
   Group.

*The  merger  of Vodafone AirTouch and Mannesmann will  create
   Europe's  global telecommunications leader and  will  offer
   shareholders   of   both  companies  the   opportunity   to
   participate in the Combined Group's future growth.

*The  Combined Group will be the world's leading international
   mobile  telecommunications operator with  over  42  million
   proportionate  customers worldwide with  the  potential  to
   serve 510 million proportionate POPs.

*The  transaction is expected to generate proportionate  after
   tax  cash flow synergies of at least £500 million  in  2003
   and £600 million in 2004.

*No   redundancies  will  result  from  the  transaction   and
   employees  will benefit from participating in the  enhanced
   growth prospects of the Combined Group.

*Vodafone  AirTouch believes it has a compelling strategy  for
   the  creation of long term shareholder value, driven by its
   focus   on   wireless,  global  reach   and   technological
   leadership.


Chris Gent, Chief Executive of Vodafone AirTouch, commented:

'We  made a friendly approach to Mannesmann last Sunday.  That
proposal  was rejected and we have now received a letter  from
Dr  Esser making it clear he has no interest in a constructive
negotiation.  As  a result we have decided to  make  an  offer
directly to Mannesmann's shareholders. This is the only way we
can  present  Mannesmann  shareholders  with  the  option   of
investing   in  the  world's  leading,  international   mobile
telecommunications company. I am convinced that a  combination
of  Mannesmann  and  Vodafone AirTouch will  produce  enhanced
growth  prospects and superior value for the  shareholders  of
both  companies.  I hope that the shareholders  of  Mannesmann
will accept our all share offer which we believe to be in  the
best  interests  of  the shareholders of both  Mannesmann  and
Vodafone AirTouch.'

This  summary should be read in conjunction with the full text
of the following announcement.
All  Vodafone AirTouch corporate news releases can be accessed
at Vodafone AirTouch's web site: http://www.vodafone-airtouch-
plc.com.

Analyst and press briefings
An  analyst  conference will be held at The  Gibson  Hall,  13
Bishopsgate,  London EC2 on Friday 19 November  1999  at  9.30
a.m.  (London time) to be followed by a press presentation  at
11.30 a.m. (London time) at the same location.

Enquiries:

Vodafone AirTouch

Terry Barwick, Director of Corporate Affairs+44 (0)1635 33 251
Tim Brown, Investor Relations Director+44 (0)1635 33 251
Melissa Stimpson, Senior Investor Relations Manager+44 (0)1635
33 251

Goldman Sachs

Scott Mead                           [phone]
Simon Dingemans                      [phone]

Warburg Dillon Read

Warren Finegold                      [phone]
Mark Lewisohn                        [phone]

Tavistock Communications

Lulu Bridges                         [phone]




Part II
                       VODAFONE AIRTOUCH
   ANNOUNCEMENT OF INTENDED OFFER TO MANNESMANN SHAREHOLDERS
1.  The Offer

The Board of Vodafone AirTouch announces its intention to make
an  Offer for the share capital of Mannesmann.  The Offer will
be final and will comprise:

    53.7 Vodafone AirTouch Shares for each Mannesmann Share

The  Offer values each Mannesmann Share at EUR240 based on the
Vodafone  AirTouch Closing Price on 18 November  1999  of  285
pence. The Offer values the Mannesmann Share Capital at EUR124
billion (£79 billion).

The  Offer  represents a premium of 54%  over  the  Mannesmann
Closing  Price  of  EUR155.5  on 18  October  1999,  the  last
business   day  prior  to  speculation  regarding  a  possible
transaction  between Mannesmann and Orange, and a  premium  of
67%  over  the  Mannesmann Closing Price  of  EUR143.5  on  21
October   1999,   the  day  following  the   announcement   of
Mannesmann's formal offer for Orange.

Following  the Offer and assuming full acceptance,  Mannesmann
and  Vodafone  AirTouch shareholders will  hold  approximately
47.2% and 52.8% of the Combined Group respectively.

Vodafone  AirTouch intends to list the shares of the  Combined
Group  on  the  Frankfurt Stock Exchange  in  due  course.  An
application  will  be made to list the New  Vodafone  AirTouch
Shares on the London Stock Exchange.

Documents   containing  the  Offer  will  be   despatched   to
shareholders as soon as practicable.

2.  Background to and Reasons for the Offer

Vodafone   AirTouch   believes  that  this   transaction   has
compelling  logic  and  is  in  the  best  interests  of   the
shareholders of both Mannesmann and Vodafone AirTouch.  It has
therefore   decided  to  put  this  Offer  directly   to   the
shareholders  of  Mannesmann to give them the  opportunity  to
decide on the merits of Vodafone AirTouch's proposal.

Under  the  Offer,  Mannesmann  Shareholders  will  obtain   a
significant  shareholding in the world's leading international
mobile telecommunications operator.  Through a share for share
exchange, all shareholders will benefit from the value created
by the merger of these two successful companies.

Strategic and Commercial Rationale

Vodafone  AirTouch's announcement of 16 November set  out  the
strategic  and  commercial rationale for  Vodafone  AirTouch's
merger  proposal.   This  merger will create  Europe's  global
telecommunications  leader  and  offer  shareholders  of  both
companies  the  opportunity  to participate  in  the  Combined
Group's future growth.

The rationale for the merger is as follows:
*The  Combined Group will be the world's leading international
   mobile  telecommunications operator with  over  42  million
   proportionate  customers worldwide and with  the  potential
   to serve 510 million proportionate POPs.
*Together  Vodafone  AirTouch  and  Mannesmann  will  have  an
   unmatched European footprint with:
   -control  of four of Europe's largest non-incumbent  mobile
       operators - D2, Omnitel, Libertel and Vodafone  in  the
       UK
   -  30 million controlled European customers
   -  the largest established pan-European presence.
*The   merger  will  create  a  superior  platform   for   the
   development  of  mobile data and internet  services,  which
   are poised to become significant drivers of growth.
*The  global  reach of the Combined Group, together  with  its
   global  brand,  will  make it the  partner  of  choice  for
   suppliers  and other providers as well as the  operator  of
   choice for multinational companies and consumers.
*Significant synergies are expected to arise from the  ability
   to   leverage  management  best  practices  and  purchasing
   economies,  as well as the creation of a global  brand  and
   the   introduction  of  new  internet  and   data   related
   products.   Management  estimates proportionate  after  tax
   cash  flow synergies of at least £500 million in  2003  and
   £600 million in 2004.
*Vodafone  AirTouch  intends to undertake  an  initial  public
   offering   of   Mannesmann's  engineering  and   automotive
   businesses  as  soon  as practicable,  in  accordance  with
   Mannesmann's  announced strategy.   These  businesses  will
   retain the Mannesmann name.
*Vodafone   AirTouch  intends  to  demerge   Orange   to   the
   shareholder base of the Combined Group.
*No redundancies will result from the proposed transaction and
   employees  will benefit from participating in the  enhanced
   growth prospects of the Combined Group.
*The  Offer includes a continuing commitment to Dusseldorf  in
   both the telecom and industrial businesses.

3.  Vodafone AirTouch's Telecom Strategy
Vodafone  AirTouch believes it has a compelling  strategy  for
the  creation of long term shareholder value, for the  reasons
set out below.

Focus on Wireless

Vodafone  AirTouch's  strategy has always  been  to  focus  on
wireless.   It  believes  the growth  opportunities  are  much
greater  in wireless than in wireline. Nevertheless,  Vodafone
AirTouch  believes that it is necessary to be  able  to  offer
integrated  services  to  certain  market  segments.  Vodafone
AirTouch  achieves this either through third party  commercial
agreements, such as with Cable & Wireless and Energis  in  the
UK,  or through ownership of wireline assets where market  and
regulatory conditions make this attractive.

Vodafone   AirTouch   believes  that   Mannesmann's   wireline
businesses  are  competing effectively  with  local  incumbent
operators.  Accordingly, Vodafone AirTouch intends  to  retain
control  of  Mannesmann's wireline businesses,  continuing  to
operate  them  separately under their current management.   In
due  course,  Vodafone AirTouch intends to  undertake  initial
public   offerings  of  minority  interests   in   Arcor   and
Infostrada,  both to realise value and to motivate  management
in these businesses.

Global Reach

Investors in the Combined Group will participate in the growth
in   mobile  communications  across  the  globe  and  in   the
opportunity to implement a global brand strategy.

In Europe, the combination of Vodafone AirTouch and Mannesmann
will  have  controlling  stakes in ten European  markets.  The
proposal   benefits  both  companies  by  creating  the   most
extensive controlled European wireless footprint.

In  addition,  there are significant benefits of the  proposed
merger  which  will be derived from Vodafone  AirTouch's  non-
European  platform.  For example, through its  proposed  joint
venture  with  Bell  Atlantic, Vodafone  AirTouch  will  be  a
partner in the largest wireless operator in the key US market.
Vodafone  AirTouch's  position in the US provides  significant
benefits for its mobile internet strategy, as well as being  a
further engine for growth.

Vodafone AirTouch's Asian presence gives it the opportunity to
benefit  from  growth in this region, as well as  providing  a
window  on  some  of the leading mobile internet  applications
currently available.

Vodafone  AirTouch's global reach also facilitates the  spread
of  best  practice  and  technology for  the  benefit  of  its
customers.

Technological Leadership

Both  Vodafone  AirTouch  and Mannesmann  are  developing  new
technologies to create new revenue opportunities for data  and
internet services. Vodafone AirTouch has been a leader in  the
development of new technologies, including the design  of  the
radio  link  protocol and the inter-working function  for  GSM
data.

In  the  UK, Vodafone AirTouch has developed a wide  range  of
data applications and is one of the leaders in short messaging
services. Europolitan, a Vodafone AirTouch-controlled company,
is  recognised  as  a world leader in data  services  for  the
corporate market. Additionally, Vodafone AirTouch has provided
substantial assistance to all of its international associates,
including providing the Chief Technical Officers for  both  D2
and OPI at their inception.

4.  Employees and Management
There will be no redundancies as a result of the merger.

The  existing employment rights, including pension rights,  of
the  management  and  employees of Mannesmann  will  be  fully
safeguarded.

Mannesmann's  current management team will be  offered  senior
positions  in the Combined Group.  Vodafone AirTouch  believes
that  Mannesmann's operational management and  employees  will
benefit from the Combined Group's enhanced growth prospects.


5.  Mannesmann's Industrial Businesses

Vodafone  AirTouch  intends  to undertake  an  initial  public
offering of Mannesmann's engineering and automotive businesses
as   soon  as  practicable  in  accordance  with  Mannesmann's
recently announced strategy.  They will continue to be run  by
the  existing  management.   The  industrial  businesses  will
retain the Mannesmann name.

6.  Demerger of Orange

On  20  October 1999 Mannesmann announced a recommended  offer
for  Orange.  Following the completion of Vodafone  AirTouch's
Offer  for  Mannesmann, Vodafone AirTouch intends  to  demerge
Orange to the enlarged shareholder base.  Pending the demerger
of  Orange,  Vodafone AirTouch intends to establish  an  arm's
length  arrangement to hold Orange. During this period, Orange
will  be  operated by its existing management on arm's  length
terms.   Vodafone AirTouch will play no part in the management
of Orange. Following the demerger of Orange, Vodafone AirTouch
intends   to  implement  a  share  consolidation  to  maintain
consistency with its historical financial statements.

7.  Credit Rating
Vodafone  AirTouch  is  committed to maintaining  a  single  A
credit profile.

8.  Further Terms of the Offer
The  Offer will be made in accordance with the German Takeover
Code.

The  Offer will be subject to the conditions and further terms
set  out below, in Appendix I to this announcement, and  those
to be set out in the Offer Document.

The  Mannesmann Shares to be acquired under the Offer will  be
fully  paid and free from all liens, charges and encumbrances,
rights  of  pre-emption  and  other  third  party  rights  and
interests  and  together  with all rights  attaching  thereto,
including  the  right  to  receive and  retain  all  dividends
declared but not paid.

The  New  Vodafone AirTouch Shares to be issued in  connection
with  the Offer will be issued and credited as fully paid  and
will  rank  pari  passu  in  all respects  with  the  existing
Vodafone AirTouch Shares, including the right to all dividends
and  other distributions declared, made or paid in respect  of
Vodafone  AirTouch Shares after the date of the issue  of  the
New  Vodafone  AirTouch  Shares.  The  New  Vodafone  AirTouch
Shares  will be issued free from all liens, charges, equitable
interests, encumbrances and other interests.

Fractions of New Vodafone AirTouch Shares will not be allotted
or  issued  to  persons  accepting  the  Offer,  but  will  be
aggregated and sold in the market for the benefit of  Vodafone
AirTouch.
9.  Information on Vodafone AirTouch
Vodafone  AirTouch  is  a leading global  provider  of  mobile
telecommunications services.  Vodafone AirTouch has  interests
in  mobile  operations in 24 countries across five continents,
providing   a   full   range  of  wireless  telecommunications
services,     including    cellular,    broadband     personal
communications (PCS), paging and data communication.  Vodafone
AirTouch   ventures  served  over  31  million   proportionate
customers at 30 September 1999.

Vodafone   AirTouch's  operations  are  divided   into   three
geographical areas: (i) the UK, (ii) Europe, Middle  East  and
Africa; and (iii) the US and Asia Pacific.
United Kingdom
*Introduced cellular service on the analogue network into  the
   UK on 1 January 1985.
*UK market leader since 1986 in terms of number of customers.
*Over 6.8 million UK customers as at 30 September 1999.
*The UK's first network operator to introduce a GSM network.
*One of the world's first operators to introduce international
   roaming, with agreements covering over 100 countries.
*Successful implementation of Pay-as-You-Talk pre-pay service,
   which  represented 46% of Vodafone AirTouch's  UK  customer
   base at 30 September 1999.
Europe, Middle East and Africa
*Vodafone AirTouch's operations cover the vast majority of the
   European  continent, covering areas of future  growth  such
   as Eastern Europe, Africa and the Middle East.
*In  Europe, Vodafone AirTouch has interests in operations  in
   Germany,  France, Italy, Spain, Portugal, Sweden,  Belgium,
   Greece,  the  Netherlands, Romania, Poland  and  Malta.  In
   addition,  Vodafone  AirTouch is  currently  preparing  the
   launch of its mobile service in Hungary.
*Over  12  million proportionate customers as at 30  September
   1999.
*Vodafone  AirTouch  has controlling stakes  in  key  wireless
   operators:  Panafon in Greece (55.0%); Telecel in  Portugal
   (50.9%);  Europolitan in Sweden (71.1%);  and  Libertel  in
   the Netherlands (70.0%).
*Vodafone  AirTouch  has strategic stakes in Airtel  in  Spain
   (21.7%)  and  Proximus  in  Belgium  (25.0%),  as  well  as
   longstanding  relationships  with  Mannesmann  in   D2   in
   Germany  (34.8%),  Omnitel  in Italy  (21.6%)  and  SFR  in
   France (20%).
*Vodafone AirTouch is developing its operations in the rapidly
   growing    Eastern   European   markets,   having   already
   established a presence in Poland, Romania and Hungary.
*In  the Middle East and Africa, Vodafone AirTouch operates  a
   network  in  Egypt, and has interests in South African  and
   Ugandan operators.
US and Asia Pacific
United States
*In  September 1999, Vodafone AirTouch announced the intention
   to  form  a  joint  venture with Bell  Atlantic's  wireless
   operations   thereby  creating  a  US   national   wireless
   operator   with   approximately  23  million  proportionate
   customers  (including 3.5 million paging customers).   Upon
   consummation  of this transaction, Vodafone  AirTouch  will
   hold a 45% interest in the joint venture.
*With  more  than  90%  coverage  of  the  US  population  and
   approximately  20  million wireless  customers,  the  joint
   venture will be the largest wireless operator in the US.
*The  joint venture will cover 49 of the top 50 markets in the
   country.
Asia Pacific
*Vodafone  AirTouch  operates networks in  Australia  and  New
   Zealand  and  has interests in operations in  Fiji,  India,
   Japan and South Korea.
*Over  3  million  proportionate customers as at 30  September
   1999.
*Vodafone  AirTouch is considering an initial public  offering
   of  its  Australasian business during  the  first  half  of
   2000.  It  intends  to maintain a controlling  shareholding
   after any such offering.
For  the  year ended 31 March 1999, on an unaudited pro  forma
basis  giving effect to the merger of Vodafone Group  Plc  and
AirTouch, Vodafone AirTouch reported consolidated revenues  of
£7.0   billion   and  consolidated  profit   before   goodwill
amortisation,  investment disposals and tax of  £1.8  billion.
For  the six months ended 30 September 1999, Vodafone AirTouch
reported,  on  an  unaudited  pro  forma  basis,  consolidated
revenues  of  £4.2  billion  and  consolidated  profit  before
goodwill  amortisation, investment disposals and tax  of  £1.2
billion.  At 30 September 1999 Vodafone AirTouch had unaudited
consolidated  net assets of £41.0 billion.  Vodafone  AirTouch
had  approximately 31,000 employees worldwide at 30  September
1999.
10.  Information on Mannesmann

Mannesmann is an international, German-domiciled group  mainly
active in telecommunications, engineering and automotive.

Mannesmann   Telecommunications  -  with  D2  Mannesmann   and
Mannesmann Arcor in Germany, Omnitel and Infostrada in  Italy,
Cegetel in France and tele.ring in Austria, Mannesmann is  one
of Europe's largest telecommunications providers.

*D2 Mannesmann (65.2% owned) - is the largest player in mobile
   communications  in  Germany with more  than  8  million  D2
   Mannesmann  network subscribers.  In 1998, readers  of  the
   trade  magazine  Connect elected the D2 Mannesmann  network
   'Network of the Year' for the third time.

*Mannesmann  Arcor (70.0% owned) - provides fixed network  and
   fixed  network  services in Germany.   Arcor's  network  is
   also  linked  to  that  of  the  French  telecommunications
   company  Cegetel and the Austrian network telephone company
   tele.ring.   With  o.tel.o,  100%  owned  by  Arcor,  Arcor
   follows  a  two-brand  strategy in  the  German  fixed-line
   market.   Together with germany.net, 100% owned  by  Arcor,
   Arcor offers internet access and online services.

*Omnitel  (55.2% owned) - is the second-largest Italian mobile
   operator  with more than 9 million subscribers.  Infostrada
   provides  fixed  network services in  Italy.   With  Italia
   Online,   the   100%   owned  Internet  Service   Provider,
   Infostrada  offers internet access and also  offers  online
   services in Italy.

*Mannesmann  Eurokom  -  is  the strategic  telecommunications
   holding  company  which manages Mannesmann's  international
   assets  and extends Mannesmann's reach through acquisitions
   and  applications  for new licences.  International  assets
   include  a  15%  stake  in  the  French  telecommunications
   operator  Cegetel,  which  also  provides  mobile  services
   through     SFR,     and    tele.ring,     the     Austrian
   telecommunications   provider  (53.8%   owned)   which   is
   currently preparing the launch of its mobile service.

*Other  interests  include  Ipulsys, which  develops  Internet
   Protocol-based  international  voice  and   data   services
   throughout  Europe by using its partners' existing  network
   capacities, and Mannesmann Passo, which provides a  traffic
   information service under the brand name Passo that can  be
   accessed via mobile telephone.

Mannesmann Engineering - is a leading global supplier  in  the
fields   of   hydraulics,  materials  handling  and   plastics
technology  with  three  main  divisions:  Mannesmann  Rexroth
(drives  and controls), Mannesmann Dematic (material flow  and
logistics)   and  Mannesmann  Demag  Krauss-Maffei   (plastics
machinery, compressors, process and laser technology).

Mannesmann Automotive - is a systems developer and partner  to
the  global  automotive  industry, with  two  main  divisions:
Mannesmann VDO (information systems, cockpit systems and audio
and  navigations systems) and Mannesmann Sachs (components and
systems primarily for chassis and powertrain).

Mannesmann Tubes - is one of the world's largest producers  of
steel tubes.

On  23 September 1999, Mannesmann announced that it intends to
create two separate corporations with their own identities for
Mannesmann  Engineering and Automotive on  the  one  hand  and
Mannesmann Telecommunications (including Mannesmann Tubes)  on
the   other.   The  separate  flotation  of  Engineering   and
Automotive is scheduled to take place by 2001.

For  the  year  ended  31 December 1998,  Mannesmann  reported
audited   consolidated   EBITDA  of   EUR3,125   million   and
consolidated profit on ordinary activities before taxation  of
EUR1,385  million  on turnover of EUR19,065 million  (EUR4,643
million  in  telecom) and had net assets as at  that  date  of
EUR6,360  million.   For the nine months  ended  30  September
1999,  Mannesmann reported, on an unaudited basis, a  turnover
of   EUR16,138   million   (EUR5,761   million   in   telecom,
consolidating for the first time Omnitel and Infostrada).
11.  Information on Orange
Orange  provides a range of communication services,  its  core
activity  being  the operation of the Orange digital  wireless
network  in  the  UK  and  the sale and  marketing  of  Orange
products and services both in the UK and internationally.
For the year ended 31 December 1998, Orange reported EBITDA of
£146.0  million  (on  the basis normally reported  by  Orange,
after   subscriber   acquisition  costs   and   adjusted   for
restatement of the results by Orange to reflect new  reporting
standards)  and  a  consolidated loss on  ordinary  activities
before  taxation of £105.7 million (restated  to  reflect  new
reporting standards) on turnover of £1,212.7 million  and  had
negative net assets as at that date of £357.9 million. For the
six  months  ended  30  June  1999,  Orange  reported,  on  an
unaudited  basis,  EBITDA of £103.2 million (after  subscriber
acquisition  costs)  and  a  consolidated  loss  on   ordinary
activities  before taxation of £17.1 million  on  turnover  of
£812.9 million; Orange had negative net assets as at that date
of £377.0 million.
12.  General
Shareholder approval
In  view  of the size of Mannesmann and in order to  implement
the   Offer  it  will  be  necessary  for  Vodafone   AirTouch
Shareholders to approve the Offer and to authorise an increase
in the share capital of Vodafone AirTouch and the allotment of
the  New Vodafone AirTouch Shares.  Accordingly, the necessary
resolutions will be put to an extraordinary general meeting of
Vodafone  AirTouch.  Further details of this meeting  will  be
sent to Vodafone AirTouch Shareholders in due course.
Offer Document
Vodafone  AirTouch  will  post the formal  Offer  Document  to
Mannesmann Shareholders as soon as practicable.
Mannesmann Convertible Bonds 1999
Appropriate  proposals  will  be  made  to  holders   of   the
Mannesmann Convertible Bonds issued on 13 October 1999.
Advisers
Vodafone  AirTouch  is  being advised  by  Goldman  Sachs  and
Warburg Dillon Read.
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.
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).
For  additional  information regarding risks, see  the  Annual
Report  on  Form  20-F  and Reports on Form  6-K  of  Vodafone
AirTouch  on  file  with  the  U.S.  Securities  and  Exchange
Commission. Copies of these filings are available  on  request
from Vodafone AirTouch Investor Relations, Tim Brown (tel: +44
(0)1635 33251).
                          Appendix I
                    Conditions to the Offer
The principal conditions to the Offer are expected to include:
1.Valid acceptances being received or Vodafone AirTouch having
   acquired more than 50% of the Mannesmann Shares;
2.The passing of all resolutions necessary to effect the Offer
   and  the  merger  at  an extraordinary general  meeting  of
   Vodafone AirTouch Shareholders;
3.The  London Stock Exchange agreeing to admit to the Official
   List   the  New  Vodafone  AirTouch  Shares  to  be  issued
   pursuant to the Offer;
4.The  European Commission: (i) not imposing any conditions or
   obligations  that are on terms not reasonably  satisfactory
   to  Vodafone  AirTouch  under Article  6(1)(c)  of  Council
   Regulation (EEC) 4064/89 as amended (the 'Regulation');  or
   (ii) having referred the whole or part of the Offer to  the
   competent  authorities of one or more member  states  under
   Article  9(3) of the Regulation, such authority granting  a
   clearance  without imposing any conditions  or  obligations
   that  are  not on terms satisfactory to Vodafone  AirTouch;
   or  (iii) not initiating proceedings under Article  6(1)(c)
   of the Regulation in respect of the Offer;
5.Expiration  or  earlier termination of  the  waiting  period
   under  the Hart-Scott-Rodino Antitrust Improvements Act  of
   1986, as amended; and
6.The entitlement of relevant members of the Vodafone AirTouch
   and  Orange  Groups to pre-qualify for, and, if successful,
   be  granted a licence, on terms reasonably satisfactory  to
   Vodafone  AirTouch  in  the  auction  of  third  generation
   spectrum   to   be  conducted  pursuant  to  the   Wireless
   Telegraphy (Third Generation Licences) Regulations 1999.
                          Appendix II
 Vodafone AirTouch's and Mannesmann's Combined Global Presence

                                                 Proportionate     Controlled
Country          Operator    % Ownership  Rank     Customers        Customers
                                                    ('000)            ('000)
UK               Vodafone       100.0       1       6,865             6,865
Germany          D2             100.0       1       8,195             8,195
Italy            Omnitel        76.8        2       6,857             8,929
France           SFR            32.0        2       1,854                 0
Netherlands      Libertel       70.0        2       1,355             1,935
Spain            Airtel         21.7        2         863                 0
Greece           Panafon        55.0        1         818             1,488
Portugal         Telecel        50.9        2         812             1,595
Sweden           Europolita     71.1        3         561               789
                 n
Belgium          Proximus       25.0        1         451                 0
Poland           Polkomtel      19.3        2         264                 0
Romania          Mobifon        10.0        1          53                 0
Malta            Vodafone       80.0        -          24                30
                 Malta
Austria          tele.ring      53.8        -           0                 0
Hungary          Vodafone       50.1        -           0                 0
                 Hungary
                                                  -------           -------
Total Europe                                       28,972            29,826
Middle                         Various                916               244
East/Africa
US                              45.0               9,0001                 0
Asia Pacific                   Various              3,422             1,482
                                                  -------           -------
Total                                              42,310            31,552
                                                  =======           =======

Source:    Vodafone  AirTouch  and  public   information,   30
September 1999

1  Adjusted to reflect the formation of the US wireless  joint
venture with Bell Atlantic


                         Appendix III
Combined Group Telecommunications Proportionate EBITDA and Net
                             Debt

Combined Group Telecommunications Proportionate EBITDA

                            Full Year                                Half Year
                      £ million    EUR million        £ million    EUR million
                                  
Pro forma Vodafone      
AirTouch (a)             3,046        4,346              1,858           2,831
Mannesmann                 916        1,298                652             971
                        -----         -----              -----           -----
    Combined Group       3,962        5,644              2,510           3,802
                        -----         -----              -----           -----

(a)  After exceptional items
Notes
1.Vodafone  AirTouch  has a financial year  ending  31  March.
   Mannesmann  has a financial year ending 31  December.   The
   combined  telecommunications proportionate EBITDA  for  the
   full  year and half year, therefore, combines the pro forma
   proportionate  EBITDA  of Vodafone AirTouch  for  the  year
   ended  31  March  1999 and six months  ended  30  September
   1999,   respectively,  and  the  proportionate  EBITDA   of
   Mannesmann's  telecommunications  business  for  the   year
   ended  31 December 1998 and six months ended 30 June  1999,
   respectively.
2.The  pro forma proportionate EBITDA of Vodafone AirTouch for
   the   year  ended  31  March  1999  and  six  months  ended
   30  September  1999 has been extracted from  the  unaudited
   interim  report  of Vodafone AirTouch for  the  six  months
   ended  30  September 1999 (published on 16  November  1999)
   and  includes  the impact of the merger of  Vodafone  Group
   Plc and AirTouch as if that merger had become effective  on
   1 April 1998 and 1 April 1999 respectively.
3.The  proportionate EBITDA of Mannesmann's telecommunications
   business  for  the  year  ended 31 December  1998  and  six
   months  ended  30  June 1999 has been  extracted  from  the
   annual  financial statements for the year ended 31 December
   1998 and unaudited interim report for the six months to  30
   June 1999, respectively.
4.Mannesmann reports its financial results under German  GAAP.
   No  adjustments  have  been made  to  restate  Mannesmann's
   accounting  policies  to  UK GAAP as  applied  by  Vodafone
   AirTouch.
5.The combined proportionate EBITDA excludes:
-Orange,  since the structure of Vodafone AirTouch's offer for
       Mannesmann  is  such that Vodafone  AirTouch  will  not
       gain operational control of Orange;
-the impact  of  the joint venture to be entered into  between
       Vodafone AirTouch and Bell Atlantic Corp in respect  of
       their  US  mobile  and  paging  assets,  announced   in
       September 1999; and
-the impact  of the acquisition by Mannesmann in June 1999  of
       controlling  interests  in OPI  and  Infostrada,  which
       were previously held as equity investments.
6.The  pro forma proportionate EBITDA of Vodafone AirTouch has
   been  translated at an exchange rate of EUR1.4269 to  £1.00
   for  the year ended 31 March 1999 and EUR1.5237 for the six
   months  ended 30 September 1999, the average exchange  rate
   for each period.
7.The  proportionate EBITDA of Mannesmann's telecommunications
   business  has  been  translated  at  an  exchange  rate  of
   EUR1.4169 to £1.00 for the year ended 31 December 1998  and
   EUR1.4888  to £1.00 for the six months ended 30 June  1999,
   the average exchange rate for each period.

Combined Group Net Debt

                                      £ billion     EUR billion
Vodafone AirTouch                           6.7            10.5
Mannesmann                                    
    Existing group                          7.0            10.9
    From Orange acquisition                 7.8            12.2
                                        -------         -------
Combined Group                             21.5            33.6
                                        =======         =======

Notes
1.The  Combined  Group net debt combines the consolidated  net
   debt  of  Vodafone  AirTouch  at  30  September  1999,  the
   consolidated  net debt of Mannesmann at 30  June  1999  and
   the  maximum  cash consideration payable by  Mannesmann  on
   acquiring Orange.
2.The   consolidated   net  debt  of  Vodafone   AirTouch   at
   30  September 1999, being £6.7 billion, has been  extracted
   from the unaudited interim report of Vodafone AirTouch  for
   the  six  months  ended  30 September  1999,  published  on
   16 November 1999.
3.The  consolidated net debt of Mannesmann of EUR10.9  billion
   at  30  June  1999  has been extracted from  the  unaudited
   interim  report  of  Mannesmann for the  six  months  ended
   30  June  1999.  In addition, the maximum cash  element  of
   the  consideration  being offered for  the  acquisition  of
   Orange,  of £7.8 billion, has been derived from  the  offer
   document  from Mannesmann to Orange shareholders,  dated  1
   November 1999.
4.The Combined Group net debt excludes:
-consolidated net debt of £1.9 billion relating to Orange,  as
       the   structure  of  Vodafone  AirTouch's   offer   for
       Mannesmann  is  such that Vodafone  AirTouch  will  not
       gain  operational control or consolidate  Orange.   The
       net   debt  of  Orange  has  been  extracted  from  the
       unaudited  interim report of Orange for the six  months
       ended 30 June 1999; and
-all other  changes  in the net debt of Vodafone AirTouch  and
       Mannesmann since the respective dates stated above.
                          Appendix IV
               Sources and Bases of Information

1.The  market value of a Vodafone AirTouch Share is  based  on
   the  Closing  Price of 285 pence on 18 November  1999,  the
   last dealing day prior to the date of this announcement.

2.The  value  of  the Mannesmann Share Capital is  based  upon
   517.8 million Mannesmann Shares.

3.The  premia  over the Mannesmann share prices on 18  October
   1999 and 21 October 1999 are calculated using the value  of
   the  Offer per Mannesmann Share and the Closing Price of  a
   Mannesmann Share on the relevant dates.

4.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 and 31.1 billion  Vodafone
   AirTouch Shares in issue at 18 November 1999.

5.Vodafone  AirTouch's non-proportionate financial information
   is  prepared  in  accordance with UK GAAP and  Mannesmann's
   non-proportionate  financial  information  is  prepared  in
   accordance with German GAAP.

6.Unless  otherwise  stated, financial  information  regarding
   Mannesmann,   Vodafone  AirTouch  and   Orange   has   been
   extracted  without material adjustment from  the  published
   annual   report   and  accounts  or  interim   results   of
   Mannesmann   and   Vodafone  AirTouch   respectively,   the
   Mannesmann  results  for the nine months  to  30  September
   1999  and the offer document issued by Mannesmann to Orange
   shareholders dated 1 November 1999.

7.All  currency conversions between pounds sterling and  euros
   have  been made at a rate of EUR1.5671 to £1.00, the London
   closing  rate on 18 November 1999 (unless expressly  stated
   otherwise).

8.All  currency conversions between pounds sterling and United
   States  dollars  have been made at a rate of  US$1.6153  to
   £1.00,  the  New  York  closing rate on  18  November  1999
   (unless expressly stated otherwise).


                          Appendix V
                          Definitions

The  following definitions apply throughout this  announcement
unless the context requires otherwise:

'AirTouch'                        AirTouch Communications, Inc.
'Closing Price'                   i)  in  respect  of Vodafone  AirTouch
                                  Shares,  the  equivalent price  for  a
                                  Vodafone  AirTouch  Share  implied  by
                                  the  closing  price on  the  New  York
                                  Stock  Exchange for Vodafone  AirTouch
                                  American  Depository  Receipts  on  18
                                  November 1999; and
                                  ii)  in  respect of Mannesmann Shares,
                                  the   price  of  the  last  trade   as
                                  published   by   Bloomberg   on    the
                                  relevant date
'Combined Group'                  Vodafone  AirTouch as  enlarged  as  a
                                  result of the merger with Mannesmann
'EBITDA'                          Earnings  before  interest,  taxation,
                                  depreciation and amortisation
'German GAAP'                     Generally      accepted     accounting
                                  principles in the Federal Republic  of
                                  Germany
'German Takeover Code'            The   German  Code  of  the   Exchange
                                  Expert   Commission  at  the   Federal
                                  Ministry of Finance
'Goldman Sachs'                   Goldman Sachs International
'London Stock Exchange'           London Stock Exchange Limited
'Mannesmann'                      Mannesmann Aktiengesellschaft and  its
                                  subsidiary        and       associated
                                  undertakings  and, where  the  context
                                  permits, each of them
'Mannesmann Share Capital'        Entire   issued   share   capital   of
                                  Mannesmann  at  29  October  1999,  as
                                  enlarged    by   the   Orange    offer
                                  (assuming  full  acceptance  of   such
                                  offer)  and, assuming full  conversion
                                  of  all outstanding convertible bonds,
                                  of Mannesmann pursuant to the Offer
'Mannesmann Shareholders'         Holders of Mannesmann Shares
'Mannesmann Shares'               The  existing ordinary shares with  no
                                  par   value  of  Mannesmann  and   any
                                  further such shares
'New Vodafone AirTouch Shares'    The  new  Vodafone AirTouch Shares  to
                                  be issued pursuant to the Offer
'Offer'                           The  offer  of  New Vodafone  AirTouch
                                  Shares  to  acquire Mannesmann  Shares
                                  not    already   owned   by   Vodafone
                                  AirTouch  at  the time  the  Offer  is
                                  made  on the terms and subject to  the
                                  conditions  set  out  in   the   Offer
                                  Document   and,  where   the   context
                                  permits,   any  subsequent   revision,
                                  variation,   extension   or    renewal
                                  thereof
'Offer Document'                  The  document containing the Offer  to
                                  be   made   available  to   Mannesmann
                                  Shareholders,  including  a  form   of
                                  acceptance
'Orange'                          Orange  plc  and  its  subsidiary  and
                                  associated  undertakings  and,   where
                                  the context permits, each of them
'Orange offer'                    The offer by Mannesmann for Orange  as
                                  announced on 20 October 1999
'Proportionate EBITDA'            Proportionate  EBITDA  is  a  pro-rata
                                  consolidation  which  reflects  either
                                  Vodafone  AirTouch's or  Mannesmann's,
                                  as  the  case may be, share of  EBITDA
                                  in    both   its   consolidated    and
                                  unconsolidated               entities.
                                  Proportionate   EBITDA   is   not    a
                                  recognised  presentation under  either
                                  UK or German GAAP
'Vodafone AirTouch'               Vodafone   AirTouch   Plc   and    its
                                  subsidiary        and       associated
                                  undertakings  and, where  the  context
                                  permits, each of them
'Vodafone AirTouch Shareholders'  Holders of Vodafone AirTouch Shares
'Vodafone AirTouch Shares'        Vodafone  AirTouch ordinary shares  of
                                  US$0.10 each
'Warburg Dillon Read'             Warburg  Dillon  Read, the  investment
                                  banking division of UBS AG
'UK GAAP'                         Generally      accepted     accounting
                                  principles in the United Kingdom
For  the  purposes of the above definitions, 'subsidiary'  and
'associated undertaking' have the meanings given by the United
Kingdom  Companies  Act 1985 (but for these purposes  ignoring
paragraph  20(1)(b) of Schedule 4A to the Companies Act  1985)
and given by Sections 15 et seq. German Stock Corporation Act,
and 'substantial interest' means a direct or indirect interest
in 20% or more of the equity share capital of an undertaking.