Internet and Telecoms Alliance with Vivendi

Vodafone AirTouch PLC
30 January 2000


PART I
         Vodafone AirTouch and Vivendi to Establish
               Internet and Telecoms Alliance
                              
*  Vodafone AirTouch and Vivendi have agreed to establish  a
   new  50/50  Internet company (the 'Company')  to  develop
   and operate a branded Multi Access Portal in Europe.

*  The  European  Multi Access Portal will have  a  seamless
   interface   with  Vodafone  AirTouch's  global   Internet
   platform.

*  It  is intended that the Company will also become an  80%
   investor  in an early stage 'wireless Internet'  fund  to
   be  established together with SoftBank, which  will  hold
   the remaining 20% of the fund.

*  Vodafone  AirTouch  and  Vivendi  will  explore  ways  of
   extending  cooperation  between their  respective  mobile
   operations.

*  Vodafone  AirTouch  and Vivendi have agreed  on  a  joint
   initiative  to consider the development of a single  pan-
   European  fixed-line  network  business  by  pooling  the
   fixed  network  interests  of  Vivendi  and  those   that
   Vodafone AirTouch will acquire through Mannesmann.

*  Vodafone AirTouch has agreed that if it is successful  in
   acquiring  control  of Mannesmann, it  will  procure  the
   sale   to  Vivendi,  for  fair  value  in  cash,  of   an
   additional 7.5% economic interest in Cegetel.

*  The  letter  of  intent is subject to  Vodafone  AirTouch
   acquiring more than 50% of Mannesmann.

Jean Marie Messier, Chief Executive of Vivendi, commented:

'I am extremely happy with this agreement, which will enable
us  to  accelerate  dramatically the emergence  of  Europe's
first company of the Second Generation Internet Age.'

'It  is  an ideal alliance between two partners with  highly
complimentary  profiles,  and it comes  at  just  the  right
moment.  The Internet world is about to experience  a  high-
speed technology revolution that will eventually allow  even
the  most sophisticated content to be transmitted to devices
of every type. '

'The Internet is going to become the major mass media of the
years  to  come.  This alliance, which creates  the  largest
customer  base  in Europe and brings together  the  best  in
Internet  skills, is the greatest partnership we could  ever
imagine to enter this new era.'

Chris Gent, Chief Executive of Vodafone AirTouch, commented:

'This  alliance positions Vodafone AirTouch and  Vivendi  to
develop one of Europe's leading Internet businesses. The new
Internet Company will largely complete the European coverage
for our global Internet platform in addition to providing us
with exclusive access to additional high quality content and
services.  It  also creates the opportunity to  establish  a
broader  fixed-line  group  in  three  of  Europe's  leading
markets.

'This  is  another important step in achieving our objective
to become the world's leading mobile multimedia operator.'

Enquiries:

Vivendi
Alain Delrieu, Press Relations
Antoine Lefort, Press Relations
Ariane de Lamaze
Tel:  [phone]

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]

Goldman Sachs International
Scott Mead
Simon Dingemans
Tel:  [phone]

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

Tavistock Communications
Lulu Bridges
William Cooper
Tel:  [phone]



Part II
                                                            
         Vodafone AirTouch and Vivendi to Establish
               Internet and Telecoms Alliance
                              

Internet Joint Venture - Multi Access Portal

Vodafone AirTouch and Vivendi have agreed to create a  50/50
Company  to establish a Multi Access Portal for the European
markets.  To that effect they have signed a letter of intent
in which they undertake to negotiate a detailed contract, on
an  exclusive basis, to be signed before 30 June 2000.  This
letter  of  intent is subject to Vodafone AirTouch acquiring
more  than  50% of Mannesmann through its current offer  for
Mannesmann.

Vodafone  AirTouch  believes that mobile data  and  Internet
services  represent the biggest growth opportunity  of  this
decade.   In  order  to  exploit this  opportunity,  it  has
recently  announced the launch of its single global platform
for  mobile data and Internet, which will provide  a  world-
class mobile data and Internet capability.

The  agreement with Vivendi being announced today will allow
Vodafone  AirTouch  to enhance its overall  global  Internet
offering while significantly accelerating the development of
its   European  Internet  business.   It  will  also  enable
Vodafone  AirTouch  to  expand  its  participation  in   the
important French telecom market.

Vivendi  is  one  of  Europe's leading  Internet  and  media
players,  with  the potential to provide both  Internet  and
multimedia  content as well as access to SFR's  7.3  million
subscribers  and  Canal+'s  14  million  subscribers  around
Europe.   Vivendi's  strategy has long been  on  convergence
between content and access to customers.  The alliance  with
Vodafone AirTouch allows Vivendi to extend significantly the
reach  of  its Internet content and services to  a  combined
potential of almost 70 million subscribers in Europe.

The   Multi  Access  Portal will provide  customers  with  a
seamless   environment  across  different  platforms   (e.g.
television,  personal computers, mobile and fixed  handsets,
and   personal  data  appliances)  for  web-based   personal
communication   services,  e-commerce   and   entertainment.
Vodafone  AirTouch's  global  Internet  platform  will  also
benefit   from  Vodafone  AirTouch's  existing   partnership
services  and  content  agreements.  In  addition,  it  will
provide  its customers with exclusive access to high quality
content and services from Vivendi companies including  VNet,
Canal+ and Havas.

The  new  Internet  Company  is  expected  to  provide  both
Vodafone AirTouch and Vivendi with significant advantages in
developing   their  respective  Internet   businesses.    In
particular the new Company will benefit from:

*  a  large  and diverse customer base of almost 70  million
   subscribers,  the  majority of whom are  expected  to  be
   active  users  of  the Internet through  interactive  TV,
   mobile or PC based access devices

*  a  broad  range of existing partnerships and  proprietary
   content  will  enable  the new Company  to  offer  highly
   attractive and superior services

*  strong  technical  expertise and  experience  across  the
   major  access  technologies: mobile (GPRS,  UMTS),  fixed
   (ADSL, Cable) and satellite

*  proven expertise in content aggregation in mobile,  fixed
   and PC based Internet services

*  European  leadership  in  interactive  services  in   the
   fields   of   entertainment   (games,   movies,   sport),
   education    and    professional    services    (medical,
   employment)

Vodafone AirTouch and Vivendi believe that the Multi  Access
Portal   will  become  the  portal  of  choice  for  content
providers  across  Europe, allowing each of  them  to  offer
their  customers superior Internet and e-commerce  services.
The Multi Access Portal will be the exclusive portal for all
the Vodafone AirTouch and Vivendi subsidiaries in Europe.

The  Company  will  facilitate cross-marketing  through  the
personalised interface established directly with  customers.
The  Company  and its services will be marketed  exclusively
under a new commercial brand which will be announced in  the
next few months.

Vodafone  AirTouch and Vivendi have agreed  that  the  gross
margin generated by web-based services delivered through the
Multi  Access Portal will be split equally between  the  new
Company and the relevant access provider, with 100%  of  the
access, airtime or Pay TV subscription revenues retained  by
the access provider.

It  is  intended  that the new Company will  become  an  80%
investor  in a new early stage 'wireless Internet' fund,  to
be  established with SoftBank, which will hold the remaining
20%.   It is envisaged that the fund will be capitalised  at
between 100 and 150 million Euros.

Mobile Cooperation

Vodafone  AirTouch and Vivendi will explore  ways  in  which
they  can  extend  the cooperation between SFR,  the  second
largest mobile operator in France, and the Vodafone AirTouch
group.   This  mobile cooperation between SFR  and  Vodafone
AirTouch  is  designed to enhance the services available  to
customers  as  well  as  generating  synergies  from   areas
including:

*  Cost savings (e.g. infrastructure purchasing)

*  Revenue enhancements (e.g. roaming)

*  Product development (e.g. common platform developments)

Pooling of Fixed Line Networks

If  Vodafone  AirTouch's Offer for Mannesmann is successful,
Vodafone AirTouch and Vivendi will explore ways in which the
existing  fixed network interests of Mannesmann  in  France,
Germany  and Italy and Vivendi's fixed network interests  in
France  might be combined into a single pan-European  fixed-
line group.

The  creation  of  this business and its structure  will  be
subject to a satisfactory review of the tax implications  on
Vodafone  AirTouch  and  Vivendi,  the  agreement  of  other
shareholders  and  the  approval of  applicable  competition
authorities.  Vodafone AirTouch and Vivendi will examine the
possible flotation of such businesses.

Acquisition of 7.5% Stake in Cegetel by Vivendi

Vodafone   AirTouch  has  agreed  that  if  its  Offer   for
Mannesmann is successful, it will, subject to relevant  law,
procure  that Mannesmann sells to Vivendi for fair value  in
cash  an  additional  7.5%  economic  interest  in  Cegetel.
Mannesmann currently holds a 15% interest in Cegetel.

Standstill Agreement

As  part  of the arrangements, Vodafone AirTouch has  agreed
not to acquire interests in Vivendi without the approval  of
the  Vivendi  Board  for  a period  of  three  years.   This
obligation will cease in the event that: Vodafone AirTouch's
Offer  for Mannesmann is withdrawn; a third party  bids  for
Vivendi;  a  third party acquires more than 15% of  Vivendi;
and in certain other circumstances.

Notes to Editors:

Cegetel

Cegetel  is  a  mobile and fixed-line telecoms  operator  in
France.   Its ownership is currently: Vivendi 44%;  BT  26%;
Mannesmann  15%; SBC 15%.  Cegetel owns an 80%  interest  in
SFR  (see  below).   Cegetel has 8.7  million  customers  in
France, of which 7.3 million are in SFR.

SFR (Societe Francaise du Radiotelephone)

SFR is the second largest mobile operator in France.  It  is
owned 80% by Cegetel and 20% by Vodafone AirTouch.  SFR  has
7.3 million customers in France.

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:

Vivendi
Alain Delrieu, Press Relations
Antoine Lefort, Press Relations
Ariane de Lamaze
Tel:  [phone]

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]

Goldman Sachs International
Scott Mead
Simon Dingemans
Tel:  [phone]

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

Tavistock Communications
Lulu Bridges
William Cooper
Tel:  [phone]

Words  defined  in the press release dated 18  January  2000
shall have the same meaning in this announcement unless  the
context requires otherwise.

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.