Response to Mannesmann's Defence

Vodafone AirTouch PLC
18 January 2000

PART I
                              
      Vodafone AirTouch Responds to Mannesmann's Defence
                               
       Mannesmann is avoiding the real strategic issues
                               
  Demerger of Orange supported by independent legal opinions


Vodafone  AirTouch is today publishing a letter to  Mannesmann
Shareholders from its Chief Executive, Chris Gent.

This letter reminds Mannesmann Shareholders of the real choice
they  have to make before the Vodafone AirTouch Offer  closes.
It also responds in detail to the claims made by Mannesmann in
its defence document.

By  7  February  2000,  Mannesmann  Shareholders  must  choose
between owning 100 per cent of Mannesmann and owning 47.2  per
cent  of  a combined Mannesmann and Vodafone AirTouch.   Their
decision  should  focus on the enhanced  growth  opportunities
provided  by  the  global  presence  of  the  Combined  Group.
Creating  this  global scale and reach today will  deliver  to
Mannesmann Shareholders who accept the Offer, more growth  and
proportionate telecoms EBITDA than Mannesmann's  go  it  alone
strategy.

Vodafone is a stronger platform in the UK than Orange

Mannesmann has made a number of claims that do not stand up to
scrutiny.  In particular, it has argued that Orange is  better
placed  in the UK than Vodafone UK.  As the firmly established
market leader, Vodafone offers the best platform in the UK.

Vodafone UK:

* has a 33 per cent share of the market as compared to only 20
  per cent for Orange, the third operator

* has  50  per  cent more customers than Orange  in  both  the
  contract and the pre-pay markets

* added 3.1 million customers in 1999 while Orange added  only
  2.7 million

* is a leader in the provision of data services

* is  significantly more profitable than Orange, generating
  70 per cent more EBITDA per customer

Orange can be demerged with only 50 per cent

Mannesmann has also argued that Vodafone AirTouch will not  be
able   to   demerge  Orange  without  a  domination  agreement
requiring  a  substantial cash payment.  This  is  simply  not
true.

* There  is  no  requirement  for a  domination  agreement  to
  demerge Orange and, accordingly, there is no requirement for
  a  cash  payment.  Even Mannesmann argues that a  domination
  agreement  would  only  be  required  if  Vodafone  AirTouch
  intends   to  disadvantage  Mannesmann.   Vodafone  AirTouch
  intends to demerge Orange without disadvantaging Mannesmann.

* Vodafone  AirTouch intends to effect the demerger of  Orange
  by  the  transfer  of  Orange from  Mannesmann  to  Vodafone
  AirTouch  in exchange for cash and assets equal to the  fair
  value  of  Orange to Mannesmann as determined in  accordance
  with  German  law.   As  a result, this  transfer  will  not
  disadvantage   Mannesmann  or  any  minority   shareholders.
  Vodafone AirTouch would then distribute Orange shares to the
  enlarged  shareholder base of Vodafone  AirTouch  (including
  the  former  Mannesmann Shareholders who have  accepted  the
  Offer).

* Vodafone AirTouch has received clear advice from its  German
  legal  advisers  and  four  leading  German  Professors   of
  Corporate  Law (Professors Hirte, Huffer, Noack  and  Ulmer)
  that  it  can  demerge  Orange with a  simple  50  per  cent
  majority and without a domination agreement.

Chris  Gent,  Chief Executive of Vodafone AirTouch  commented.
'My  letter to Mannesmann  Shareholders highlights once  again
the  outstanding  opportunity for them in  creating  a  global
mobile telecoms leader. Mannesmann Shareholders should not  be
distracted  by the structural issues raised by Mannesmann.  We
have received clear advice from leading German Professors that
our  plan  to  demerge  Orange works. Mannesmann  Shareholders
should now focus on the real strategic choice.  I urge them to
accept our Offer without delay'


Enquiries:

Vodafone AirTouch
Terry Barwick, Corporate Affairs Director
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]

Financial Dynamics
Perry Hall
Tel:  [phone]


PART II


Letter from the Chief Executive of Vodafone AirTouch

                                              
Dear Mannesmann Shareholder,

On  14  January, Mannesmann published its formal  response  to
Vodafone  AirTouch's Offer.  Mannesmann has failed to  address
the  real  comparison  shareholders need  to  make  -  between
Mannesmann   alone  and  Mannesmann  combined  with   Vodafone
AirTouch.

Not  one  of the arguments Mannesmann presented in its defence
has  addressed the key advantages a combined Vodafone AirTouch
and  Mannesmann  would  have  as the  world's  leading  global
mobile  operator.   A  combination of the two  companies  will
bring   Mannesmann  the  scale  and  geographic  presence   it
currently  lacks  by creating a global footprint  covering  25
countries, including a leading presence in the key US market.

By  7  February 2000, you must choose between owning  100  per
cent  of  Mannesmann and owning 47.2 per cent  of  a  combined
Mannesmann and Vodafone AirTouch.  Your decision should  focus
on  the  enhanced growth opportunities provided by the  global
presence  of  the Combined Group.  Creating this global  scale
and  reach  today will deliver to Mannesmann Shareholders  who
accept  the  Offer,  more  growth and  proportionate  telecoms
EBITDA than Mannesmann's go it alone strategy.
 
Mannesmann's defence has made a number of claims:
 
Claim Number 1 - Superior Growth
 
 Mannesmann has taken a selective and inconsistent  sample  of
 analysts'  forecasts  to suggest that  Vodafone  AirTouch  is
 growing  at  a  significantly  slower  rate.   The  forecasts
 Mannesmann  is  using for Vodafone AirTouch  largely  exclude
 data  and  internet revenues.  Mannesmann has  also  recently
 increased  its growth forecasts for the period 2000  to  2003
 from  30  per cent to 34 per cent and now 39 per  cent.   The
 differences between these forecasts for Vodafone AirTouch and
 Mannesmann are not credible.

*  The  businesses  of  Vodafone  AirTouch  and  Mannesmann  are
   essentially  similar  and  have similar  growth  prospects  -
   Mannesmann  expects almost all of its proportionate  telecoms
   EBITDA in 2000 to come from mobile services.

*  Any   difference  in  growth  is  largely   short   term   as
   Mannesmann's immature fixed line businesses and  Orange  move
   from loss to profit.

*  Both Vodafone AirTouch and Mannesmann are strongly placed  to
   benefit from the fast growing data and internet markets.
 
 Mannesmann's  comparison also misses the  point.   Mannesmann
 Shareholders  are  not  being offered  a  share  in  Vodafone
 AirTouch today but a share in the combined businesses of  the
 two groups.  In addition to similar growth prospects to start
 with,  the  Combined  Group  will enjoy  substantial  revenue
 benefits  from  voice, data and internet services  that  will
 significantly enhance its growth prospects.  This is why  100
 per  cent of Mannesmann alone cannot match the 47.2 per  cent
 share  of  the  Combined  Group's proportionate  EBITDA  that
 Mannesmann's  Shareholders are being offered.  This  is  true
 today and will be true tomorrow.
 
  
 Claim Number 2 - Superior Assets
 
 Europe
 
 Mannesmann claims an outstanding platform in Europe.

*  Mannesmann controls operators in only 4 of its 7 markets
   in Europe.

*  A combined  Vodafone AirTouch and Mannesmann  would  control
   operators in 10 out of its 15 markets in Europe including  in
   all 3 of Mannesmann's major markets as well as a much broader
   range of other growth markets around Europe.
 
 Europe's   telecommunications  markets  are  important,   but
 increasingly global coverage will be an essential requirement
 for  the  future  leaders in the market for  mobile  internet
 services.   Partners  and  suppliers  will  focus  on   those
 operators  able  to  access the largest  customer  base   and
 customers  will  demand  a  seamless  service  wherever  they
 travel.   Vodafone  AirTouch is the only operator  with  that
 global coverage today, with interests in 24 markets and  over
 35 million proportionate customers.
 
 A  combined  Vodafone AirTouch and Mannesmann  would  provide
 Mannesmann  Shareholders with immediate access  to  a  global
 network.  Mannesmann's go it alone strategy cannot come close
 to  matching  the  reach and opportunities available  to  the
 Combined Group.
 
 Orange
 
 Mannesmann  also claims that Orange is the best  platform  in
 the UK.

*  Vodafone  UK  remains firmly established  as  the  UK  market
   leader with a 33 per cent market share compared with only  20
   per  cent for Orange, which is in third place behind Vodafone
   UK and BT Cellnet.

*  Vodafone  UK  has 50 per cent more customers than  Orange  in
   both the contract and pre-pay markets.

*  Vodafone  UK added 3.1 million customers in 1999,  more  than
   any other operator (Orange added only 2.7 million).

*  Vodafone  UK  has always been a leader in the development  of
   data  services   and  currently  operates  the   UK's   only
   commercially successful packet radio network, handling over 1
   billion data calls per year.

*  Vodafone  UK tests show the GSM call completion success  rate
   for  data calls to ISDN services is significantly greater  on
   Vodafone UK's network than on Orange's network.

*  Vodafone UK is currently holding the largest  3G  trials
   outside Japan.

*  Vodafone  UK  is significantly more profitable  than  Orange.
   Vodafone UK achieves higher ARPU in both the contract and pre-
   pay  markets and generates over 70 per cent more  EBITDA  per
   customer.
 
 In   creating  a  global  network  with  the  most  effective
 positioning for the future mobile data and internet  markets,
 Vodafone  UK  is  clearly better placed in the  UK  than  the
 country's third operator, Orange.
 
 Mannesmann  has also failed to explain that shareholders  who
 accept the Offer will get exposure to the benefits and growth
 of  both  networks  given that Vodafone AirTouch  intends  to
 demerge Orange to its enlarged shareholder base following its
 Offer.
 
 Claim Number 3 - Superior Strategy
 
 Data and Internet
 
 Mannesmann claims to be a leader in internet and has  focused
 its  shareholders'  attention on the 2.6 million  fixed  line
 internet subscribers it suggests it has in Germany and Italy.
 
 Vodafone  AirTouch believes that the real growth  opportunity
 is  in  the market for mobile internet, which is expected  to
 reach 350 million users globally by the year 2003.

*  While customers will require access to the internet via  both
   fixed  and  mobile devices, their choice of internet  service
   provider  will  increasingly be determined  by  the  quality,
   security and reliability of the mobile network.

*  In   targeting  the  mobile  internet  opportunity,  Vodafone
   AirTouch's   global  internet  platform  will   enhance   its
   competitive  position,  allowing  its  customers  to   access
   personalised  internet content and to undertake  transactions
   anywhere in the world.

*  Vodafone AirTouch's global mobile internet platform will also
   allow content providers to access globally the largest mobile
   customer base in the world.

*  Mannesmann  has  at  present  no  alternative  global  mobile
   internet  platform on offer to D2, Omnitel, Orange  or  their
   customers.

*  Vodafone  AirTouch  is already a leader  in  mobile  internet
   services.   Operators  in  which  Vodafone  AirTouch  has  an
   interest have launched mobile internet based services  in  10
   countries.   One  of Europe's leading operators  of  advanced
   mobile  data  and internet services is Europolitan,  Vodafone
   AirTouch's  subsidiary  in  Sweden.   Vodafone  AirTouch  has
   recently  appointed  Tomas Isaksson,  President  and  CEO  of
   Europolitan, as President of its global platform and internet
   services.
 
 Fixed and Mobile Integration
 
 Mannesmann  claims that Vodafone AirTouch fails to understand
 the  potential of the integration of fixed line services with
 mobile.

*  Vodafone  AirTouch believes that voice and data traffic  will
   increasingly   migrate  to  mobile  as  transmission   speeds
   increase.   Vodafone  AirTouch fully  understands  that  some
   customers  will continue to want fixed line access  and  that
   some may want integrated services.

*  Vodafone  AirTouch  already provides integrated  services  to
   customers  in  a  number of markets, including  the  UK,  and
   intends  to  continue  to  do so  in  the  future.   Vodafone
   AirTouch  believes that it is not necessary to own the  fixed
   infrastructure to provide an integrated service.  In  Germany
   and   Italy,   however,  the  economics   of   owning   fixed
   infrastructure  are  attractive and  Vodafone  AirTouch  will
   therefore  retain  a  majority interest in  these  businesses
   following  their planned initial public offering.   Ownership
   of Mannesmann's fixed line businesses within the new group is
   wholly  consistent  with  Vodafone  AirTouch's  strategy   of
   providing  integrated  services on  the  best  terms  to  its
   customers.

*  Mannesmann has confirmed that it intends to operate Orange in
   the  UK  without  owning  a  fixed  line  network.   This  is
   consistent with Vodafone AirTouch's own approach to fixed and
   mobile integration.

*  Vodafone  AirTouch's new global mobile internet platform  has
   been  specifically  designed to be fully accessible  by  both
   mobile  and  fixed  line  devices in  order  to  provide  the
   broadest range of customers with a seamless service from  any
   device, anytime, anywhere.
 
 Claim Number 4 - Control
 
 Mannesmann  argues that its control of 4 European markets  is
 the  key to delivering greater value to its shareholders than
 Vodafone AirTouch's Offer.
 
 Vodafone  AirTouch agrees that control does have value.   The
 value  of  control is, however subject to the  terms  of  the
 relevant shareholder agreements.  In fact, Mannesmann  shares
 control  in  D2 and Omnitel with Vodafone AirTouch.  Vodafone
 AirTouch has a 34.8 per cent stake in D2 and a 21.6 per  cent
 stake   in  Omnitel.  These  stakes  give  Vodafone  AirTouch
 appropriate minority rights, including for instance the right
 to  approve  the business plan.  As a result, in certain  key
 areas,  Mannesmann is not able to force D2 into  arrangements
 to which Vodafone AirTouch might object.
 
 Just   as  control  will  not  allow  Vodafone  AirTouch   to
 disadvantage  any  minority  in Mannesmann,  so  Mannesmann's
 control  in  D2  and Omnitel must also respect its  partners'
 rights.
 
 Claim Number 5 - Superior Value
 
 Mannesmann argues that its shares have a potential  value  of
 EUR350 despite being prepared to issue over EUR18 billion  of
 new  equity  at EUR157.8 per share for the recent acquisition
 of  Orange.  This increase in projected value is not credible
 without  also  increasing the projected value of  the  entire
 mobile  telecoms sector, including Vodafone AirTouch, on  the
 same basis.
 
 Mannesmann's  projected share price is subject to  risks  and
 uncertainties not fully disclosed by Mannesmann.   Mannesmann
 compares   this  target  price  to  the  value  of   Vodafone
 AirTouch's  Offer based on Vodafone AirTouch's current  share
 price.  This comparison is misleading.
 
 A  more  appropriate  comparison with Mannesmann's  projected
 share price is the projected value for shares in the Combined
 Group over a similar timescale.
 
 The  projected value of Vodafone AirTouch shares following  a
 combination with Mannesmann must take into account;  (i)  the
 greater potential upside from internet and data opportunities
 available  to the Combined Group compared with that available
 to  Mannesmann  on a standalone basis; and (ii)  the  greater
 revenue  benefits  and synergies available  to  the  Combined
 Group  compared with those available from the combination  of
 Mannesmann and Orange.
 
 Another objective measure of the value of Vodafone AirTouch's
 Offer   would   compare  the  relative  values  of   Vodafone
 AirTouch's business and Mannesmann's business.

*  Vodafone  AirTouch and Mannesmann operate similar  businesses
   with  similar  growth prospects and should  be  valued  on  a
   similar basis, as indeed they were before Vodafone AirTouch's
   Offer.

*  Mannesmann  contributes only 31 per cent of the  new  group's
   proportionate telecoms EBITDA and 36 per cent of the Combined
   Group's pre-bid market capitalisation.
  
 Vodafone    AirTouch's   Offer   would   provide   Mannesmann
 Shareholders with 47.2 per cent of the Combined Group,  which
 represents  a  substantial premium to any  other  measure  of
 Mannesmann's   contribution   to   the   combination.    This
 highlights  why  Mannesmann Shareholders  should  accept  the
 Offer.
 
 Claim Number 6 - Value Destruction
 
 Mannesmann  argues  that accepting the  Offer  will  lead  to
 significant   value   destruction   for   its   shareholders.
 Mannesmann's claims do not stand up to scrutiny.

*  Mannesmann's  EUR200  million  (£125  million)  of  cost  and
   capital  expenditure synergies are pre  tax  and  compare  to
   estimated post tax cost and capital expenditure synergies  of
   EUR717  million (£450 million) (75 per cent of the  estimated
   £600  million total) for Vodafone AirTouch and Mannesmann  by
   2004.

*  Mannesmann  has  estimated EUR1 billion of  pre  tax  revenue
   synergies with Orange.  Vodafone AirTouch's revenue synergies
   do not include the potential benefit of a global platform for
   internet  and  data.  The potential revenue benefits  between
   Vodafone  AirTouch and Mannesmann should be greater than  the
   synergies achievable between Mannesmann and Orange given that
   Vodafone  AirTouch  has 7 times more proportionate  customers
   than Orange, and a larger UK business.

*  Vodafone  AirTouch intends to retain a majority  interest  in
   Mannesmann's  fixed  line businesses, so synergies  available
   from fixed line mobile convergence will be preserved.

*  While  certain categories of shareholders may be  liable  for
   capital gains tax costs, Vodafone AirTouch believes that  the
   actual  percentage  of  shareholders affected  is  relatively
   small.
 
 Mannesmann  makes  no  mention of the  substantial  costs  of
 implementing  its own independent strategy and of  completing
 its footprint in Europe alone.

*  Just buying Orange cost over EUR18 billion in new equity  and
   EUR12  billion in additional debt.  Mannesmann's share  price
   fell  approximately  8 per cent on the  announcement  of  the
   offer  for  Orange  and  its credit  rating  was  downgraded,
   restricting  Mannesmann's access to the capital  markets  and
   increasing the cost of future borrowings.

*  Funding required for further acquisitions is likely to dilute
   Mannesmann Shareholders' interests.
 
 Claim Number 7 - Uncertainty
 
 Vodafone  AirTouch has already provided detailed  answers  to
 the areas of uncertainty that Mannesmann highlights.
 
 Demerger of Orange
 
 Mannesmann argues that Vodafone AirTouch will not be able  to
 demerge  Orange  without a domination agreement  requiring  a
 substantial  cash payment.  Mannesmann has also  argued  that
 there  are  significant  competition  issues  involved  in  a
 combination of Vodafone AirTouch and Mannesmann.

*  There is no requirement for a domination agreement to demerge
   Orange  and accordingly, there is no requirement for  a  cash
   payment.   Even Mannesmann argues that a domination agreement
   would  only  be  required  if Vodafone  AirTouch  intends  to
   disadvantage  Mannesmann.   Vodafone  AirTouch   intends   to
   demerge Orange without disadvantaging Mannesmann.

*  Vodafone AirTouch intends to effect the demerger of Orange by
   the  transfer of Orange from Mannesmann to Vodafone  AirTouch
   in  exchange for cash and assets equal to the fair  value  of
   Orange  to Mannesmann as determined in accordance with German
   law.   As  a  result,  this transfer  will  not  disadvantage
   Mannesmann  or  any minority shareholders. Vodafone  AirTouch
   would   then   distribute  Orange  shares  to  the   enlarged
   shareholder base of Vodafone AirTouch (including  the  former
   Mannesmann Shareholders who have accepted the Offer).
 
*  Vodafone  AirTouch has received clear advice from its  German
   legal   advisers  and  four  leading  German  Professors   of
   Corporate  Law  (Professors Hirte, Huffer, Noack  and  Ulmer)
   that it can demerge Orange with a simple 50 per cent majority
   and without a domination agreement.

*  Vodafone  AirTouch  remains confident in the  advice  it  has
   received from its lawyers that the EU competition issues  can
   be dealt with during the course of a Phase I enquiry.

*  Vodafone AirTouch has always made it clear that its views  on
   EU competition matters are entirely its own, supported by its
   legal  advisers.   Mannesmann instead provides  a  number  of
   quotes from members of the European Commission, taken out  of
   context,  designed  to suggest that the Brussels  competition
   authorities have indicated a view on this issue.
 
 3G Condition
 
 One  of the conditions of the Offer, as set out in the  Offer
 Document  of 23 December 1999, relates to the entitlement  of
 affiliates of Vodafone AirTouch and Orange to prequalify  for
 and, if successful in the auction, to be granted a licence in
 the  UK  auction  of  3G  spectrum.   Vodafone  AirTouch  has
 received  advice  from its legal advisers that  they  believe
 Vodafone  AirTouch can meet the requirements of the Secretary
 of   State  such  that,  if  successful  in  its  Offer   for
 Mannesmann,  both Vodafone UK and Orange will be eligible  to
 bid for 3G spectrum.
 
 On  this basis, Vodafone AirTouch has decided that the  Offer
 will  no  longer  be  conditional  on  confirmation  by   the
 Secretary  of  State of the entitlement of Vodafone  AirTouch
 and Orange, or their affiliates, to bid for 3G spectrum.
 
 Minority Position
 
 Mannesmann  has suggested that Vodafone AirTouch  might  only
 achieve   a   minority  position  in  Mannesmann.    Vodafone
 AirTouch's  stated objective since the original  announcement
 of  its Offer for Mannesmann has been to acquire more than 50
 per  cent of the shares of Mannesmann.  This remains Vodafone
 AirTouch's objective.
 
 Withdrawal Rights
 
 Mannesmann  states that Vodafone AirTouch  could  reduce  the
 value  of its Offer without allowing shareholders to withdraw
 their  acceptances.  This  is not true.   Under  German  law,
 Vodafone AirTouch is not entitled to reduce the value of  its
 Offer.
 
 Further,  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  days of such  other  offer.   Tendering
 shareholders  will  also have the ability to  trade  tendered
 shares  under  a separate Mannesmann Tendered Shares  trading
 line in accordance with German practice.
 
 Summary
 
 Mannesmann's response failed to address adequately  the  real
 strategic choices facing its shareholders.

1. Who  else  can offer Mannesmann Shareholders the  global
   reach  that Vodafone AirTouch delivers in voice,  data  and
   internet services?
2. How much more capital will Mannesmann need to implement
   its strategy across Europe?
3. How can Mannesmann be a leading technology business
   without a US presence and apparently with no interest in
   obtaining one?
4. Which will provide Mannesmann Shareholders with more
   proportionate EBITDA now and in the future: owning 47.2 per
   cent of the Combined Group or owning 100 per cent of
   Mannesmann?
5. What are the risks to Mannesmann Shareholders of not
   accepting the Offer?
6. What can Mannesmann do alone that it cannot do better
   together with Vodafone AirTouch?

We  urge shareholders to focus on the strategic issues and the
premium  we  are  offering.  Accept Vodafone AirTouch's  Offer
without delay.

Yours sincerely,



Chris Gent


Copies  of  this press release and the documentation published
in connection with the Offer can be obtained from the Vodafone
AirTouch  merger  website,  www.vodafone-update.com,   or   by
calling one of the dedicated helplines, toll-free, on 0800 169
2853 in the United Kingdom or 0800 088 77 66 in Germany.

Enquiries:

Vodafone AirTouch
Terry Barwick, Corporate Affairs Director
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]

Financial Dynamics
Perry Hall
Tel:  [phone]


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.


Appendix I

Sources and Bases of Information
1. Estimate of 350 million mobile internet customers in 2003
   is sourced from Kurt Hellstrom, President of Ericsson.

2. The issuance of new equity for the acquisition of Orange
   is based on a Mannesmann closing price of EUR157.8 on the Xetra
   exchange on 20 October 1999, an exchange ratio of 0.0965 New
   Mannesmann Shares per Orange share and 1,212,738,350 fully
   diluted Orange shares outstanding.  The cost of EUR12 billion in
   additional debt on Mannesmann's acquisition of Orange is based
   on the cash element of the offer of £6.40 per share,
   1,212,738,350 fully diluted Orange shares outstanding and an
   exchange rate of EUR1.5612 to £1.00.

3. The proportions of the Combined Group owned by the
   shareholders of Mannesmann and Vodafone AirTouch respectively
   are calculated on the basis of Mannesmann Share Capital of
   517.8 million and 31.1 billion Vodafone AirTouch Shares in
   issue at 18 November 1999.

4. Unless otherwise stated, all currency conversions between
   pounds sterling and euros have been made at a rate of EUR1.594
   to £1.00, the rate used by Mannesmann in its defence document
   dated 14 January 2000.

5. Mannesmann's contribution of 36 per cent to the Combined
   Group's pre-bid market capitalisation is based on Mannesmann's
   Share Capital and Vodafone AirTouch Shares in issue as set out
   in 3. above and closing share prices and exchange rates on 21
   October 1999 (the day following the announcement of
   Mannesmann's formal offer for Orange).

6. Mannesmann's contribution of 31 per cent to the Combined
   Group's proportionate telecoms EBITDA is calculated based on
   estimated year ended 31 December 1999 pro-forma EBITDA for
   Mannesmann (including Orange) calculated using a 50 per cent
   growth rate in 1999-2000 and a 2000 estimate for proportionate
   telecoms EBITDA of EUR3.8 billion and pro-forma proportionate
   EBITDA for Vodafone AirTouch for the twelve months ended 30
   September 1999.

7. Customer numbers for Vodafone AirTouch and Orange are
   based on 35.5 million proportionate customers for Vodafone
   AirTouch and 4.9 million customers for Orange based on the
   respective companies' press announcements dated 5 January
   2000.

8. To calculate EBITDA per customer for Vodafone UK and
   Orange, average subscriber numbers for the period (March to
   September 1999 for Vodafone UK, December 1998 to June 1999 for
   Orange) were used. These were extracted from the interim
   financial statements of Vodafone AirTouch and Orange. The
   EBITDA figures used come from the interim statement for
   Vodafone AirTouch for the six months ended 30 September 1999
   and for Orange, from Mannesmann's presentation dated 29
   November 1999, after taking into account subscriber
   acquisition costs.

9. ARPU figures are based on figures for the rolling twelve
   months ended 30 June 1999 for Orange and for the rolling
   twelve months ended 30 September 1999 for Vodafone AirTouch.
   Orange figures are from Mannesmann's presentation dated 29
   November 1999 and for Vodafone AirTouch from its interim
   report for the six months ended 30 September 1999.

Appendix II

Definitions

The  following definitions apply throughout this  announcement
unless the context requires otherwise:

                             
'ARPU'                       Average Revenue Per User
                             
'Combined Group'             Vodafone AirTouch as enlarged as a result  of
                             the  merger with Mannesmann pursuant  to  the
                             Offer
                             
'D2'                         Mannesmann Mobilfunk GmbH
                             
'EBITDA'                     Earnings     before    interest,    taxation,
                             depreciation and amortisation
                             
'EU'                         European Union
                             
'European Commission'        The   European   Commission  established   by
                             Article 4 of the Treaty of Rome
                             
'German GAAP'                Generally  accepted accounting principles  in
                             the Federal Republic of Germany
                             
'German Takeover Code'       The  German  Takeover Code  of  the  Exchange
                             Expert Commission at the Federal Ministry  of
                             Finance
                             
'London Stock Exchange'      London Stock Exchange Limited
                             
'Mannesmann'                 Mannesmann   Aktiengesellschaft    and    its
                             subsidiary  and associated undertakings  and,
                             where the context permits, each of them
                             
'Mannesmann Share Capital'   Entire  issued  share capital  of  Mannesmann
                             assuming  full conversion of all  outstanding
                             convertible bonds and full acceptance of  the
                             Orange Offer
                             
'Mannesmann Shareholders'    Holders of Mannesmann Shares
                             
'Mannesmann Shares'          The  existing ordinary shares of no par value
                             of  Mannesmann (in registered form)  and  any
                             further  such shares issued by the expiration
                             of the Offer
                             
'Offer'                      The  offer  by Vodafone AirTouch  to  acquire
                             Mannesmann  Shares  not  already   owned   by
                             Vodafone  AirTouch at the time the  Offer  is
                             made   on  the  terms  and  subject  to   the
                             conditions  set  out  in the  Offer  Document
                             and,   where   the   context   permits,   any
                             subsequent        revision,        variation,
                             reintroduction, extension or renewal thereof
                             
'Offer Document'             The  document containing the Offer  dated  23
                             December, 1999
                             
'Omnitel'                    Omnitel Pronto Italia S.p.A.
                             
'Orange'                     Orange  plc and its subsidiary and associated
                             undertakings and, where the context  permits,
                             each of them
                             
'Orange Offer'               The  offer  by Mannesmann for Orange  as  set
                             out  in  an  offer document dated 1  November
                             1999
                             
'Proportionate Customers'    The   number  of  customers  of  an  operator
                             calculated  by  adding the  number  of  dated
                             customers  of each of the ventures  in  which
                             such  operator has an interest, in each  case
                             multiplied   by  such  operator's  percentage
                             ownership interest in the venture
                             
'Proportionate EBITDA'       Proportionate    EBITDA   is    a    pro-rata
                             consolidation which reflects either  Vodafone
                             AirTouch's or Mannesmann's, as the  case  may
                             be,  share of EBITDA in both its consolidated
                             and  unconsolidated  entities.  Proportionate
                             EBITDA   is  not  a  recognised  presentation
                             under either UK or German GAAP
                             
'3G (Third Generation)'      Also   UMTS   (Universal   Mobile   Telephony
                             System).  Allows voice, video and  multimedia
                             to  be  transmitted  at speeds  of  up  to  2
                             megabits  per second to mobile users.  It  is
                             the planned standard for the world by 2002
                             
'UK GAAP'                    Generally  accepted accounting principles  in
                             the United Kingdom
                             
'US Offer Document'          The  document declared effective  by  the  US
                             Securities and Exchange Commission  addressed
                             to  Mannesmann  Shareholders in  the  US  and
                             holders  of  Mannesmann  American  Depositary
                             Shares
                             
'Vodafone AirTouch'          Vodafone AirTouch Plc and its subsidiary  and
                             associated   undertakings  and,   where   the
                             context permits, each of them
                             
'Vodafone Shareholders'      AirTouch Holders of Vodafone AirTouch Shares
                             
'Vodafone AirTouch Shares'   Vodafone AirTouch ordinary shares of  US$0.10
                             each
                             
'Vodafone UK'                Vodafone Limited
                             
'Warburg Dillon Read'        Warburg  Dillon Read, the investment  banking
                             division of UBS AG



For  the  purposes of the above definitions, 'subsidiary'  and
'associated undertaking' have the meanings given by the United
Kingdom  Companies  Act 1985 (but for these purposes  ignoring
paragraph  20(1)(b) of Schedule 4A to the Companies Act  1985)
and given by Sections 15 et seq. German Stock Corporation Act,
and 'substantial interest' means a direct or indirect interest
in  20  per  cent or more of the equity share  capital  of  an
undertaking.