Offer for Mannesmann Now Wholly Unconditional

Vodafone AirTouch PLC
10 February 2000



      VODAFONE AIRTOUCH RECOMMENDED OFFER FOR MANNESMANN

                  IS NOW WHOLLY UNCONDITIONAL


Vodafone AirTouch Plc announces that its recommended Offer for
Mannesmann  AG  has now become unconditional in all  respects.
By  17.00 New York time (23.00 CET) on 9 February 2000,  valid
acceptances  of the Offer had been received in  respect  of  a
total   of   303,546,104   Mannesmann   Shares,   representing
approximately 60.3% of the issued share capital of Mannesmann.

Trading  in the New Vodafone AirTouch Shares to be  issued  in
exchange  for  Mannesmann Shares will commence on  the  London
Stock Exchange at the opening of trading at 8.00 UK time on 10
February  2000,  the London Stock Exchange  having  agreed  to
admit the New Vodafone AirTouch Shares for listing. Trading in
the  Mannesmann Tendered Shares on the Official  List  of  the
Frankfurt Stock Exchange (WKN 656 034) ceased after the  close
of business on 9 February 2000.

Vodafone AirTouch will issue the first tranche of New Vodafone
AirTouch Shares on 11 February 2000 to Mannesmann Shareholders
whose  shares  had  been  tendered and  booked  as  such  into
Clearstream  Banking  AG, Frankfurt (formerly  Deutsche  Borse
Clearing AG) by 17.30 CET on 10 February 2000.

An  offer  will  be made to holders of Mannesmann  Convertible
Bonds as soon as reasonably practicable and not later than  14
days after the date of this announcement.

FTSE  International  will  shortly  announce  the  timing  for
weighting  adjustments in the FTSE indices.  This re-weighting
will  reflect the announcement to be made by Vodafone AirTouch
on  or  about 7.00 UK time on 11 February 2000 as to the level
of  acceptances booked into Clearstream Banking AG,  Frankfurt
by 17.30 CET on 10 February 2000.

Deutsche Borse announced on 9 February 2000 that it intends to
remove  Mannesmann  completely  from  the  DAX  30  index  two
business days after Vodafone AirTouch announces that its Offer
for Mannesmann has become unconditional.

The Offer will remain open until 24.00 CET on 17 February 2000.
Depositary banks / custodians will continue to book Mannesmann
Tendered  Shares  as tendered shares into Clearstream  Banking
AG, Frankfurt until 17.30 CET on 21 February 2000.  The second
tranche of New Vodafone AirTouch Shares will be issued  on  22
February  2000.   These  New  Vodafone  AirTouch  Shares   are
expected   to   be   booked  into  the  accepting   Mannesmann
Shareholder accounts with their respective depositary  bank  /
custodian by 23 February 2000.

As  the  practices  of depositary banks and  custodians  vary,
shareholders are encouraged to accept now, and to confirm with
their depositary bank or custodian the timely booking of their
Mannesmann  Tendered Shares and the settlement procedures  for
receipt of the New Vodafone AirTouch Shares.

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.