Mannesmann - 2nd Interim Settlement Acceptances

Vodafone AirTouch PLC
22 February 2000



      VODAFONE AIRTOUCH RECOMMENDED OFFER FOR MANNESMANN

        SECOND INTERIM SETTLEMENT LEVEL OF ACCEPTANCES



Vodafone AirTouch Plc announces that by 17.30 CET on 21 February
2000,  valid  acceptances of the Offer had  been  received  and
booked into Clearstream Banking AG, Frankfurt in respect  of  a
total    of   447,545,927   Mannesmann   Shares,   representing
approximately 88.91 % of the issued share capital of Mannesmann
AG.

This   reflects   acceptances  in  respect  of  an   additional
109,962,344  Mannesmann Shares since the last  announcement  of
acceptance levels on 11 February 2000.  Vodafone AirTouch  will
issue  today  a  second tranche of 6,483,885,629  New  Vodafone
AirTouch  Shares,  to  be  delivered  to  accepting  Mannesmann
Shareholders  whose  acceptances were booked  into  Clearstream
Banking AG, Frankfurt by 17.30 CET on 21 February 2000.

As  previously  announced by FTSE International, the  weighting
adjustments in the FTSE indices will take place after the close
of business today.

The third tranche of New Vodafone AirTouch Shares will be issued
on  6  March 2000 in respect of valid acceptances received  and
booked  into  Clearstream Banking AG by 17.30 CET  on  3  March
2000.   The fourth tranche of New Vodafone AirTouch Shares will
be  issued  on  17  March 2000 in respect of valid  acceptances
received and booked into Clearstream Banking AG by 17.30 CET on
16  March  2000.  The fifth and final tranche of  New  Vodafone
AirTouch  Shares will be issued on 30 March 2000 in respect  of
valid acceptances received by depositary banks / custodians  by
24.00  CET on 27 March 2000 and booked into Clearstream Banking
AG by 17.30 CET on 29 March 2000.  Vodafone AirTouch expects to
make  a further announcement as to the level of acceptances  on
each of these settlement days.

Shareholders in any doubt as to the procedures for acceptance of
the  Offer  or requiring assistance with accepting  the  Offer,
should call their depositary bank or custodian or alternatively
if  shareholders are calling from Germany or the UK they should
telephone  the dedicated Offer helpline on toll-free  0800  088
7766 in Germany or freephone 0800 169 2853 in the UK.

Bank  custodian,  broker  custodian and institutional  investor
enquiries   in  relation  to  the  acceptance  and   settlement
procedures  for  the  Offer  should  be  directed  to   Paribas
Frankfurt   Branch  (the  'Global  Exchange  Coordinator')   at
telephone  [phone]; fax [phone]  and
enquiries  in relation to the Offer and requests for additional
copies  of  Offer materials should be directed to  D.  F.  King
(Europe)   Limited  (the  'European  Information   Agent')   at
telephone [phone]; fax [phone].


Copies of this press release and the documentation published in
connection  with  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]

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

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

Tavistock Communications
Lulu Bridges
Tel:  [phone]

Financial Dynamics
Perry Hall
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  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 Offer.

Goldman Sachs International and/or Warburg Dillon Read may have
positions  and/or holdings in investments referred to  in  this
announcement and are providing or may have provided within  the
12  months  preceding  the  issue of this  document  advice  to
Vodafone AirTouch and/or Mannesmann and/or in relation  to  the
securities  of  either or both companies.  Past performance  is
not  necessarily a guide to future performance.  The  value  of
your  investment and income from it can go down as well  as  up
and  is  not guaranteed.  You may get back less than  you  have
invested.

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 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)  and
the ability to realise benefits from entering into partnerships
for developing data and internet services.