Launch of Offer for Mannesmann - Details

Vodafone AirTouch PLC
20 December 1999
                              
                       Vodafone AirTouch
            announces details of the launch of its
                    Offer for Mannesmann AG
                               

Vodafone AirTouch today announces the following details of  its
Offer for Mannesmann:

*  The  Offer is no longer conditional upon clearance from  the
   European Commission.

*  The formal Offer will be published on 23 December 1999.

*  The Offer will commence on 24 December 1999.

*  The closing date for the Offer will be 7 February 2000.

*  The  terms  of the Offer, which is final, are 53.7  Vodafone
   AirTouch Shares for each Mannesmann Share.

Chris Gent, Chief Executive of Vodafone AirTouch, commented:

'Our  Offer,  which  will be formally launched  this  Thursday,
begins  the  process  of  creating  Europe's  leading  telecoms
company  in mobile voice, data and internet. We firmly  believe
it  is  in  the  best  interests  of  Mannesmann  shareholders,
customers   and  employees  and  will  continue   to   seek   a
recommendation from Mannesmann's management.

'The logic for combining Vodafone AirTouch and Mannesmann is as
compelling as ever. Together we will be able to access  greater
opportunities  and deliver faster growth for all  shareholders.
Mannesmann refuses to accept this logic and continues to  avoid
the  question of what it can do alone that it cannot do  better
together with Vodafone AirTouch.

'We  have  set  our  timetable to bring our Offer  to  a  rapid
conclusion  so that we can move quickly to take full  advantage
of the opportunities available to the new group.'

The  Offer  currently values each Mannesmann Share at  EUR266.4
based  on Vodafone AirTouch's closing price on the London Stock
Exchange  on  17  December  1999 of  311.25  pence.  The  Offer
represents  an  84% premium to Mannesmann's  closing  price  of
EUR144.8 on 21 October 1999 (the day following the announcement
of Mannesmann's formal offer for Orange).

Vodafone  AirTouch  is  also publishing  today  a  Circular  to
Vodafone   AirTouch  Shareholders  convening  an  Extraordinary
General  Meeting for 24 January 2000 to seek approval  for  the
proposed  Offer  and for the formation of  the  new  US  mobile
telecommunications joint venture between Vodafone AirTouch  and
Bell Atlantic Corporation.  The Listing Particulars for the new
Vodafone  AirTouch Shares to be issued in connection  with  the
Offer are also being published today.


Enquiries:

Vodafone AirTouch

Terry Barwick,
Director of Corporate Affairs        [phone]
Melissa Stimpson,
Senior Investor Relations Manager    [phone]
Mike Caldwell,
Corporate Communication              [phone]

Goldman Sachs

Scott Mead                           [phone]
Simon Dingemans                      [phone]

Warburg Dillon Read

Warren Finegold                      [phone]
Mark Lewisohn                        [phone]

Tavistock Communications

Lulu Bridges                         [phone]

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

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
EUR1.59395:£1.