Offer for Mannesmann - Level of Acceptances

Vodafone AirTouch PLC
6 March 2000



          VODAFONE AIRTOUCH RECOMMENDED OFFER FOR MANNESMANN

             THIRD INTERIM SETTLEMENT LEVEL OF ACCEPTANCES

Vodafone AirTouch Plc announces that by 17.30 CET on 3 March 2000, valid
acceptances of the Offer had been received and booked into Clearstream Banking
AG, Frankfurt in respect of a total of 469,581,636 Mannesmann Shares,
representing approximately 92.63% of the issued share capital of Mannesmann
AG.

This reflects acceptances in respect of an additional 22,035,709 Mannesmann
Shares since the last announcement of acceptance levels on 22 February 2000. 
Vodafone AirTouch will issue today a third tranche of 1,299,326,766 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 3 March 2000.

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



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.