Proposal to Create Europe's Global Telecoms Leader

Vodafone AirTouch PLC
16 November 1999

                       VODAFONE AIRTOUCH
                               
 PROPOSAL TO CREATE EUROPE'S GLOBAL TELECOMMUNICATIONS LEADER

This  announcement  sets  out  the  strategic  and  commercial
rationale   for   Vodafone  AirTouch's  recent   approach   to
Mannesmann  regarding  a merger of the  two  companies.   This
merger  would create Europe's global telecommunications leader
and  offer  shareholders of both companies the opportunity  to
participate  in  the combined group's future  growth.   It  is
intended that the merger will be effected by means of  an  all
share  offer of Vodafone AirTouch ordinary shares in  exchange
for  Mannesmann  shares  (including  those  Mannesmann  shares
issued in connection with the acquisition of Orange).

SUMMARY

The  new  company  would be the world's leading  international
mobile   telecommunications  operator  with  over  42  million
proportionate  customers worldwide and with the  potential  to
serve 510 million proportionate POPs.

*  Together  Vodafone AirTouch and Mannesmann  would  have  an
   unmatched European footprint:

       -  Control  of  four  of  Europe's largest  non-incumbent
          mobile  operators - D2, Omnitel, Libertel and  Vodafone
          UK
       -  30 million controlled European customers
       -  Largest established pan-European network

*  The  merger  would  create  a  superior  platform  for  the
   development  of  mobile data and internet  services,  which
   are poised to become significant drivers of growth.

*  The  global reach of the combined group together  with  its
   global  brand  would make the new company  the  partner  of
   choice  for  suppliers and other providers as well  as  the
   operator   of   choice  for  multinational  companies   and
   consumers.

*  Significant  synergies  are  expected  to  arise  from  the
   ability   to   leverage  management  best   practices   and
   purchasing economies, as well as the creation of  a  global
   brand  and  the  introduction  of  new  internet  and  data
   related   products.   Management  estimates   proportionate
   after  tax cash flow synergies of at least £500 million  in
   2003 and £600 million in 2004.

*  Vodafone  AirTouch intends to IPO Mannesmann's  engineering
   and  automotive  businesses  as  soon  as  practicable,  in
   accordance  with  Mannesmann's announced  strategy.   These
   businesses would retain the Mannesmann name.

*  Vodafone  AirTouch  intends  to  demerge  Orange   to   the
   shareholder base of the combined group.

*  No  redundancies would result from the proposed transaction
   and  employees  would  benefit from  participating  in  the
   enhanced growth prospects of the new group.

*  The   proposal   includes   a  continuing   commitment   to
   Dusseldorf in both the telecom and industrial businesses.


Chris Gent, Chief Executive of Vodafone AirTouch, commented:

'We  were  disappointed  with  Mannesmann's  reaction  to  our
proposal to merge our two companies.  The logic of this merger
is  compelling.   The wireless businesses  of  Mannesmann  and
Vodafone  AirTouch  belong together -  we  have  been  working
together for many years and are natural partners in Europe.  A
merger of the two would give Mannesmann's shareholders a stake
in  the world's largest international mobile telecom operator.
Together  we  would  be  in  pole position  to  exploit  third
generation  technology and the significant wireless  data  and
internet   opportunity.   Our  proposal   will   address   the
regulatory issues with respect to Orange and will enable it to
continue  its development as an independent company under  its
existing   management.   Our  proposal  also   preserves   the
independence   and   heritage   of   Mannesmann's   industrial
businesses.   This  merger  represents  the  best  choice  for
everyone at Mannesmann and all its shareholders.'

BACKGROUND TO AND REASONS FOR THE PROPOSAL

Vodafone AirTouch's strategy is to consolidate its position in
the  markets in which it operates as opportunities arise  that
create  value  for  shareholders and serve  the  interests  of
employees  and  customers.   The  proposed  transaction  would
significantly accelerate the implementation of this strategy.

BENEFITS OF THE PROPOSAL WOULD INCLUDE:

World Leader in Telecommunications

The combination of the mobile telecommunications operations of
Mannesmann  and  Vodafone AirTouch would  create  the  largest
European-based   telecommunications   operator    and    would
consolidate  Vodafone  AirTouch's  position  as  the   world's
leading   international  mobile  operator.  Together  Vodafone
AirTouch  and  Mannesmann would have 42 million  proportionate
customers and the potential to serve 510 million proportionate
POPs.

Leading Pan-European Presence

The  combined  group would have the most extensive  controlled
footprint in Europe. Vodafone AirTouch and Mannesmann together
would be present in 15 countries in Europe and have 30 million
controlled European customers. The combined group would either
control,  own  or  have interests in the  number  one  or  two
operators  in  11  European markets with high  quality  mobile
networks including D2, Omnitel, Libertel and Vodafone UK.   It
would also operate the largest GSM network in the world.

The  combined group would also be best placed to  develop  new
products, operations and alliances across Europe.

Vodafone AirTouch and Mannesmann, Natural Partners in Europe

Vodafone  AirTouch and Mannesmann have been  working  together
for  over  a decade.  AirTouch established a partnership  with
Mannesmann  in  Germany in D2 in 1989 and both companies  were
members  of  the OPI consortium which was awarded  the  second
Italian  licence  in 1994.  Vodafone AirTouch  and  Mannesmann
have a combined 32% interest in SFR in France.

Superior Platform for Mobile Data and Internet

Future  demand for mobile services will increasingly be driven
by    data   (including   the   internet)   and   data-related
applications.   The  combination  of  Vodafone  AirTouch   and
Mannesmann   would  establish  the  leading  European   mobile
platform  to  exploit this significant opportunity.   Together
Vodafone  AirTouch  and Mannesmann would  be  better  able  to
identify and capture opportunities in e-commerce, share start-
up  and launch costs and reduce time-to-market for many of the
new products and services.

Operator and Partner of Choice

The   extensive  pan-European  and  global  footprint  of  the
combined group would allow it to create a global brand.   This
would  position the combined group to become the  operator  of
choice  for multinational companies and consumers.   It  would
enable it to increase its global roaming revenues faster  than
Mannesmann or Vodafone AirTouch alone.  The global  reach  and
brand recognition of the combined group would also position it
to  be  the  partner  of  choice  for  hardware  and  software
suppliers and other operators in the communications and mobile
data industry.

Cost Savings

The  scale  of the combined group would enable it  to  achieve
significant    purchasing   economies   for    infrastructure,
information  technology and handset procurement,  particularly
with  the  expected roll-out of third generation networks,  as
well  as  savings in the overall cost of running the  network.
The  combined group would leverage off the depth of management
expertise   across  its  operations  worldwide   to   increase
efficiency and profitability.  Other areas to benefit would be
marketing,   customer   services  and   regulatory.    Capital
expenditure savings would be primarily in the areas  of  third
generation technology and data applications.

Significant Synergies

Management  expects  the  benefits  of  this  transaction   to
generate  synergies  of  approximately  £500  million   on   a
proportionate after tax cash flow basis in 2003 (in the region
of 20% revenues, 40% cost savings and 40% capital expenditure)
and  approximately £600 million on a proportionate  after  tax
cash  flow  basis in 2004 (in the region of 25% revenues,  40%
cost savings and 35% capital expenditure).

BOARD, MANAGEMENT AND EMPLOYEES

As  part of this proposal, Mannesmann representatives would be
invited  to  join  the Board of Vodafone  AirTouch.   Vodafone
AirTouch  also  envisages  positions for  Mannesmann's  senior
operational  management  and believes that  both  Mannesmann's
operational  management and employees will  benefit  from  the
enhanced growth prospects of the combined group.  There  would
be no redundancies as a result of the proposed transaction.

The  existing employment rights, including pension rights,  of
the  management  and employees of Mannesmann  would  be  fully
safeguarded.

MANNESMANN'S INDUSTRIAL ASSETS

Vodafone AirTouch intends to IPO Mannesmann's engineering  and
automotive  businesses as soon as practicable,  in  accordance
with  Mannesmann's announced strategy.  These businesses would
retain the Mannesmann name.

FIXED LINE ASSETS

Vodafone AirTouch's stated long-term strategy is to build  its
position   as  a  world  leader  in  wireless  communications.
Mannesmann's  fixed  line businesses  are  currently  operated
separately  from  its  mobile  businesses.  Vodafone  AirTouch
intends  to  keep these fixed line businesses  separate  under
their current management and to maintain strategic flexibility
to maximise their value, which may include an IPO.

DISPOSAL OF ORANGE

As  part of the proposal, Vodafone AirTouch intends to demerge
Orange to the shareholder base of the combined group.  Pending
the  demerger of Orange, Vodafone AirTouch would establish  an
arm's  length arrangement to hold Orange.  During this period,
Orange would be operated by its existing management.

GENERAL

Any  offer  to effect the proposal would be made in accordance
with the German Takeover Code.

Vodafone AirTouch is being advised by Warburg Dillon Read.



The  contents  of  this  announcement have  been  approved  by
Warburg  Dillon Read, the investment banking division  of  UBS
AG,  solely  for the purposes of Section 57 of  the  Financial
Services Act 1986. Warburg Dillon Read, which is regulated  in
the  United  Kingdom by The Securities and  Futures  Authority
Limited,  is acting for Vodafone AirTouch and for no one  else
in connection with the proposal and will not be responsible to
anyone   other  than  Vodafone  AirTouch  for  providing   the
protections  afforded to customers of Warburg Dillon  Read  or
for giving advice in relation to the proposal.

This press release does not constitute an offer to exchange or
sell nor a solicitation of an offer to exchange any securities
of Mannesmann.

Statements in this press release relating to future status  or
circumstances,  including  statements  regarding   plans   and
objectives  of  management  for  future  performance,   costs,
divestments  and  growth of Mannesmann or  Vodafone  AirTouch,
including  growth  and  other  trend  projections,  and  those
regarding  our expectations and plans, strategy,  management's
objectives,  synergistic benefits of the merger and  estimated
earnings,   are  forward-looking  statements  of   goals   and
expectations based on estimates and the anticipated effects of
future events on current and developing circumstances and  are
not necessarily predictive of future results.  There can be no
assurance  that actual results will not differ materially  due
to many factors, many of which are outside Vodafone AirTouch's
control,  including Mannesmann's rejection  of  our  proposal,
steps  that  Mannesmann's management  may  take  to  frustrate
Vodafone  AirTouch's efforts to obtain managerial  control  of
Mannesmann,  increased  costs  or  reduced  benefits  of   the
transaction  if the proposal is pursued despite  a  rejection,
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).

For  additional  information regarding risks, see  the  Annual
Report  on  Form  20-F  and Reports on Form  6-K  of  Vodafone
AirTouch   Plc  on  file  with  the  Securities  and  Exchange
Commission. Copies of these filings are available  on  request
from Vodafone AirTouch Investor Relations, Tim Brown (tel: +44
(0) 1635 33251).

All  Vodafone AirTouch corporate news releases can be accessed
at Vodafone AirTouch's web site: http://www.vodafone-airtouch-
plc.com.

ANALYST AND PRESS BRIEFINGS

An  analyst conference will be held at the Savoy Hotel, London
at  9.30  a.m.  (London  time)  to  be  followed  by  a  press
presentation at 11.30 a.m. (London time) at the same location.

ENQUIRIES

Vodafone AirTouch

Terry Barwick, Director of Corporate Affairs
Tim Brown, Investor Relations Director
Melissa Stimpson, Senior Investor Relations Manager
Tel:  [phone]

Tavistock Communications
Lulu Bridges / Peter Willetts
Tel:  [phone]

                               
                           Appendix
                               
 Vodafone AirTouch's and Mannesmann's Combined Global Presence


                                                    Proportionate  Controlled
Country     Operator         % Ownership       Rank     Customers   Customers
                                                           ('000)      ('000)
UK          Vodafone AirTouch    100.0           1          6,865       6,865
Germany     D2                   100.0           1          8,195       8,195
Italy       Omnitel               76.8           2          6,857       8,929
France      SFR                   32.0           2          1,854           0
Netherlands Libertel              70.0           2          1,355       1,935
Spain       Airtel                21.7           2            863           0
Greece      Panafon               55.0           1            818       1,488
Portugal    Telecel               50.9           2            812       1,595
Sweden      Europolitan           71.1           3            561         789
Belgium     Proximus              25.0           1            451           0
Poland      Polkomtel             19.3           2            254           0
Romania     Mobifon               10.0           1             53           0
Malta       VF Malta              80.0           -             24          30
Austria     Tele.ring             53.8           -              0           0
Hungary     Vodafone Hungary      50.1           -              0           0
                                                           ------      ------
Total Europe                                               28,962      29,826
Middle East/Africa              various                       916         244
US                                45.0                      9,000*          0
Asia Pacific                   various                      3,422       1,482
                                                           ------       -----
Total                                                      42,300      31,552
                                                           ======      ======


Source:  Vodafone AirTouch and public information

*  Adjusted to reflect the formation of the US wireless  joint
   venture with Bell Atlantic