Mannesmann Shareholders to be Able to Trade

Vodafone AirTouch PLC
25 January 2000
               
               
           Clarification of Acceptance Procedures
   Accepting Mannesmann Shareholders Will be Able to Trade

In  light  of  certain  misinformation in  the  marketplace,
Vodafone AirTouch wishes to clarify certain aspects  of  the
acceptance procedures applicable to its Offer for Mannesmann
(the 'Offer').

*  Mannesmann  Shareholders who accept  Vodafone  AirTouch's
   Offer  through  a participant of Deutsche Borse  Clearing
   ('DBC  Participant') will have the ability to trade their
   shares at all times
       
       In   accordance  with  common  market   practice   in
       Germany,  Mannesmann Shareholders who  have  accepted
       the  Offer  will  be able to trade  their  Mannesmann
       tendered  shares  ('Mannesmann Tendered  Shares')  on
       the  Frankfurt Stock Exchange until the Offer  either
       becomes unconditional or the Offer is withdrawn.

*  Mannesmann  Tendered Shares can be traded throughout  the
   Offer   Period  under  a  new  Securities  Identification
   Number ('SIN')
       
       Upon  accepting  the  Offer  directly  or  indirectly
       through  a  DBC Participant, an accepting shareholder
       will  have  its  Mannesmann Shares,  which  are  held
       under  SIN 656 030, booked under the new SIN 656  034
       as  Mannesmann  Tendered Shares.  Once  booked  under
       the   new   SIN,  Mannesmann  Tendered  Shares   will
       immediately  be  tradeable  on  the  Frankfurt  Stock
       Exchange   and   will  continue   to   be   tradeable
       throughout the Acceptance Period and until the  Offer
       becomes unconditional.

*  If  the Offer becomes unconditional, accepting Mannesmann
   Shareholders will immediately be able to trade their  New
   Vodafone AirTouch Shares
       
       If   the   Offer  becomes  unconditional,   accepting
       Mannesmann Shareholders will immediately be  able  to
       trade  their  New  Vodafone AirTouch  Shares  on  the
       London   Stock  Exchange  and  to  settle  any   such
       transaction  in  accordance  with  normal  settlement
       procedures of the London Stock Exchange.

*  If   the   Offer   is  withdrawn,  accepting   Mannesmann
   Shareholders  will  immediately be able  to  trade  their
   Mannesmann Shares
       
       If  the  Offer  is  withdrawn,  accepting  Mannesmann
       Shareholders  will  have  their  Mannesmann  Tendered
       Shares  re-booked  under SIN 656  030  as  Mannesmann
       Shares.   Accepting Mannesmann Shareholders  will  be
       able  to  trade  their Mannesmann Shares  immediately
       after the Offer has been withdrawn and to settle  any
       such  trade  in  accordance  with  normal  settlement
       procedures in Frankfurt.

*  There   will   be  increasing  liquidity  for  Mannesmann
   Tendered Shares
       
       As  acceptances  are received the  liquidity  of  the
       Mannesmann    Tendered    Shares    will     increase
       accordingly.    Due  to  Mannesmann's   high   market
       capitalisation,  the  level of accepted  shares  will
       soon be larger than most German companies, e.g. at  a
       10%  level  of  acceptances, the Mannesmann  Tendered
       Shares  would  have  a greater market  capitalisation
       than  all  but 26 German quoted companies  (based  on
       share prices as at 21 January 2000).

*  The  Offer  has  been  structured  to  enable  Mannesmann
   Shareholders in all jurisdictions to participate
       
       Shareholders   from   all  jurisdictions   in   which
       Vodafone    AirTouch   is   aware    of    Mannesmann
       Shareholders  being located are entitled  to  accept,
       regardless  of  the jurisdiction in which  he/she  is
       located.

*  Accepting Mannesmann Shareholders will benefit  from  any
   increase in the Offer
       
       Under  the  terms  of the German Takeover  Code,  any
       increase in the Offer will be made available  to  all
       Mannesmann  Shareholders, including  those  who  have
       tendered their shares.

*  Accepting  shareholders will have  withdrawal  rights  in
   the event of a higher competing Offer
       
       Under   the  terms  of  the  German  Takeover   Code,
       Mannesmann  Shareholders  who  have  tendered   their
       shares   will  have  the  right  to  withdraw   their
       acceptances,  in  the  event of  a  higher  competing
       offer  that  is  not  matched  by  Vodafone  AirTouch
       within 10 business days of such offer.



Chris Gent, Chief Executive of Vodafone AirTouch, commented:

'Mannesmann shareholders should accept our Offer and  should
accept  it  now  so  that the result of  the  Offer  can  be
published as soon as possible after the expiry of the  Offer
period on 7 February.  Mannesmann Shareholders should not be
distracted  from both the outstanding opportunity  that  the
combination  of Vodafone AirTouch and Mannesmann represents,
and  the  substantial  premium  being  offered  to  them  by
Vodafone AirTouch.'









If  you are in any doubt as to the procedures for acceptance
of the Offer or require assistance with accepting the Offer,
please call your Depositary Bank or alternatively if you are
calling  from  Germany  or  the  UK  please  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  should be directed to Paribas  Frankfurt  Branch
(the 'Global Exchange Coordinator') at telephone +49 (0)  69
1520  5630;  fax  +49  (0) 69 1520  5636  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  +44
(0) 207 920 9700; 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]


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.

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