Offer For Mannesmann Convertible Bonds

Vodafone AirTouch PLC
18 February 2000


             VODAFONE AIRTOUCH ANNOUNCES TERMS OF

            OFFER FOR MANNESMANN CONVERTIBLE BONDS



Vodafone  AirTouch Plc announces the terms of its  offer  (the
'Convertible   Bond   Offer')  for  the  Euros   2,300,000,000
Mannesmann  Finance  B.V. 1% Convertible  Bonds  of  1999/2004
nominal  amount  Euros  5,000 each convertible  into  ordinary
registered   shares   of  Mannesmann   AG   (the   'Mannesmann
Convertible Bonds').

Terms of the offer

The key terms of the Convertible Bond Offer are as follows:

   *  1,440  New  Vodafone AirTouch Shares for each Mannesmann
      Convertible Bond.
   
   *  The   Convertible  Bond  Offer  values  each  Mannesmann
      Convertible  Bond at Euros 7,559 based on  the  closing
      price  of  one Vodafone AirTouch Share on  17  February
      2000  of  322.5  pence  and an exchange  rate  of  Euro
      1.6276 to £1.
   
   *  The   Convertible   Bond  Offer   will   be   open   for
      acceptances  from 00.01 Central European  Time  ('CET')
      on 21 February 2000 until 24.00 CET on 21 March 2000.

Acceptances

Acceptances  should be returned as soon as  practicable  after
the  commencement  of  the Convertible Bond  Offer  Period  in
electronic,  written  or  any  other  form  accepted  by   the
bondholder's  depositary bank as set out  in  the  Convertible
Bond  Offer Document to be dated 21 February  2000 (the  'Bond
Offer  Document').   Acceptances  must  be  received  by   the
bondholder's depositary bank by no later than 24.00 CET on  21
March 2000.

Bondholders should receive the Bond Offer Document from  their
depositary bank on or after 21 February 2000.  Copies  of  the
Bond  Offer Document can also be obtained by contacting D.  F.
King  (Europe) Limited (the 'Information Agent') at  telephone
[phone]; fax [phone].

Further terms of the offer

The Convertible Bond Offer is not subject to any conditions or
minimum level of acceptances. During the Offer Period, once  a
Mannesmann Convertible Bondholder has accepted the Convertible
Bond  Offer,  the  Mannesmann  Convertible  Bonds  (Securities
Identification  Number  352  550)  to  which  such  acceptance
relates   will   be  booked  under  the  tendered   Mannesmann
Convertible Bonds' Securities Identification Number  452  735.
Under the terms of this offer, such bonds may not be traded or
converted.  If a Mannesmann Convertible Bondholder  wishes  to
trade  or  convert his tendered Mannesmann Convertible  Bonds,
such bonds must be withdrawn in accordance with paragraph 2 of
Part A of Appendix I of the Bond Offer Document.

Further information

The  Executive  Office of the German Takeover  Commission  has
confirmed that the terms of the Convertible Bond Offer are  in
compliance with the German Takeover Code.  The full  terms  of
the  Convertible Bond Offer will be set out in the Bond  Offer
Document.   Bondholders are advised to  read  the  Bond  Offer
Document in conjunction with the Listing Particulars dated  20
December 1999, the Supplementary Listing Particulars dated  27
January 2000, and the Second Supplementary Listing Particulars
dated  8  February  2000  relating to  New  Vodafone  AirTouch
Shares.

Bondholders  are encouraged to confirm the timely  booking  of
their  Mannesmann  Convertible Bonds into Clearstream  Banking
AG,  Frankfurt  (formerly  Deutsche Borse  Clearing)  and  the
settlement  procedures for the receipt  of  the  New  Vodafone
AirTouch  Shares  with  their  depositary  bank  as  soon   as
possible.

Bondholders  in any doubt as to the procedures for  acceptance
of  the  Convertible Bond Offer or requiring  assistance  with
accepting  the  Convertible  Bond  Offer,  should  call  their
depositary bank.

Bank  custodian,  broker custodian and institutional  investor
enquiries  in relation to acceptance and settlement procedures
should  be  directed to Paribas Frankfurt Branch (the  'Global
Exchange Coordinator') at telephone [phone];  fax
+49  (0)  69  1520  5636  and enquiries  in  relation  to  the
Convertible Bond Offer and requests for additional  copies  of
Convertible Bond Offer materials should be directed to  D.  F.
King  (Europe) Limited at telephone [phone];  fax
[phone].


Copies  of  this press release and the documentation published
in  connection with the Convertible Bond 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
William Cooper
Tel:  [phone]

Financial Dynamics
Perry Hall
Tel:  [phone]


Words  defined  in  the press release dated  18  January  2000
(titled  'Vodafone AirTouch responds to Mannesmann's Defence')
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  nor  for  giving
advice in relation to the Convertible Bond 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  New  Vodafone AirTouch Shares offered in the  Convertible
Bond  Offer  have not been registered under the US  Securities
Act of 1933 (the 'Securities Act'). The Convertible Bond Offer
in  the  United States is being made pursuant to an  exemption
from the US tender offer rules provided by Rule 14d-1(c) under
the  US  Securities Exchange Act of 1934 and  pursuant  to  an
exemption from the registration requirements of the Securities
Act provided by Rule 802 thereunder.

It  is  the responsibility of any person receiving a  copy  of
this  announcement in any jurisdiction other than  the  United
Kingdom, Germany or 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.