Mannesmann Response to Offer

Vodafone AirTouch PLC
22 November 1999

                                             
                                             
              MANNESMANN AG ('MANNESMANN')
                            

The following is the text of a press release made on 19 November by
Mannesmann:


                  'After today's Supervisory Board meeting
               Mannesmann comments on Vodafone AirTouch offer


The  Supervisory  Board  has  reviewed the  report  of  the  Executive  Board
regarding the interest of Vodafone AirTouch in the acquisition of Mannesmann.
The  Executive  Board has substantiated its rejection of Vodafone  AirTouch's
first  proposal  to exchange one Mannesmann share for 43.7 Vodafone  AirTouch
shares  as  entirely  unattractive.  The  Supervisory  Board  supports   this
decision.

The  Executive Board has emphasised that its focus on shareholder value  also
applies  to takeover proposals against cash and/or shares. Any proposal  will
be  examined  with  respect to the value potential of the  Mannesmann  share.
Shareholder value management is focused on long term value maximisation while
giving  due  consideration to the interests of customers, employees  and  the
social environment.

The  Executive Board has reported to the Supervisory Board that the  exchange
ratio  put  forward  today by Vodafone AirTouch of 53.7 Vodafone  shares  per
Mannesmann share continues to undervalue the Mannesmann share.

The  Supervisory  Board  will meet again on 28.11.99 to  discuss  the  future
development of the take-over attempt.'

Enquiries:

MANNESMANN                  
Manfred Soehnlein,
Director, Media Relations

Telephone: [phone]
                            

The  members of the Management Board of Mannesmann accept responsibility  for
the information contained in this announcement.  To the best of the knowledge
and  belief  of the members of the Management Board of Mannesmann  (who  have
taken  all  reasonable care to ensure that such is the case) such information
is  in  accordance with the facts and does not omit anything likely to affect
the import of such information.

This  announcement  has  been issued by, and is the sole  responsibility  of,
Mannesmann  AG  ('Mannesmann')  and has been approved  for  the  purposes  of
section 57 of the Financial Services Act, 1986 by Merrill Lynch International
('Merrill  Lynch') and Morgan Stanley & Co. Limited ('Morgan Stanley')  which
are  regulated in the UK by the Securities and Futures Authority Limited  and
are  financial  advisers to Mannesmann in the connection with the  offer  for
Orange PLC ('the Orange Offer') and the Vodafone AirTouch proposal to acquire
Mannesmann  ('the Mannesmann Proposal').  The Orange Offer is not being  made
in  or  into,  and  it  may not be accepted in or from,  the  United  States.
Merrill Lynch and Morgan Stanley are advising Mannesmann in relation  to  the
Orange  Offer  and the Mannesmann Proposal and no-one else and  will  not  be
responsible  to  anyone other than Mannesmann for providing  the  protections
afforded  to customers of Merrill Lynch and Morgan Stanley nor for  providing
advice in relation to the Orange Offer or the Mannesmann Proposal.