Revised Offer for Mannesmann - Replacement

Vodafone AirTouch PLC
7 February 2000


The issuer has made the following amendment to the 'Re Revised Offer'
announcement released today at 07:09 under RNS No 0857F.

The second 'bullet point' in the first paragraph should read
   
  'The Revised Offer will be declared unconditional immediately
   after  valid acceptances in respect of more than 50% of  the
   share  capital  of  Mannesmann have  been  received;  it  is
   expected that this may occur during the course of this week.'  

and not

  'The Revised Offer will be declared unconditional immediately
   after  valid acceptances in respect of more than 50% of  the
   share  capital  of  Mannesmann have  been  received;  it  is
   expected that this may occur during the course of next week.'

as previously shown. All other details remain unchanged.

The full corrected version is shown below.



               VODAFONE AIRTOUCH AND MANNESMANN
                               
   INTERIM SETTLEMENT DATE AND FURTHER ACCEPTANCE PROCEDURES



Following  the announcement on 3 February 2000 of the agreement
of  the Boards of Vodafone AirTouch and Mannesmann on the terms
of   a  merger,  additional  details  on  the  acceptance   and
settlement procedures are provided regarding the Revised Offer:


*  As agreed with the Takeover Commission the acceptance period
   has  been  extended from 7 February 2000  24.00  CET  to  17
   February 2000 24.00 CET
   
*  The Revised Offer will be declared unconditional immediately
   after  valid acceptances in respect of more than 50% of  the
   share  capital  of  Mannesmann have  been  received;  it  is
   expected that this may occur during the course of this week.
   
*  Thereafter,  the  Revised Offer will remain  open  until  17
   February 2000 24.00 CET for Mannesmann shareholders who have
   not previously yet accepted
   
*  Mannesmann Shareholders will have the opportunity to receive
   the  New  Vodafone AirTouch shares in two tranches depending
   on   the  date  when  their  acceptances  are  booked   into
   Clearstream  Banking AG (formerly Deutsche  Boerse  Clearing
   AG)
   

Tranche 1


*  If  the Revised Offer is declared unconditional on or before
   10  February 2000 8.00 CET, Vodafone AirTouch will issue New
   Vodafone AirTouch Shares on 11 February 2000 to be delivered
   to  accepting  Mannesmann Shareholders.   The  New  Vodafone
   AirTouch  Shares  are expected to be booked  into  accepting
   Mannesmann  Shareholders'  accounts  with  their  respective
   depositary bank/custodian within one business day.

*  The  Mannesmann  Shares  must be tendered  and  booked  into
   Clearstream  Banking AG by 10 February  2000  17.30  CET  in
   order  to  participate  in  the early  settlement  procedure
   (Tranche  1).   Any Mannesmann shareholders who  tender  and
   book  thereafter  will receive their New  Vodafone  AirTouch
   Shares in Tranche 2


Tranche 2

*  At  the end of the acceptance period, depositary banks  will
   have two additional business days to complete the processing
   and  booking of acceptances.  The final time for  depositary
   banks  which  receive tendering instructions by 17  February
   2000  24.00  CET to book Mannesmann Shares into  Clearstream
   Banking AG is 21 February 2000 17.30 CET
   
*  Settlement  for the Mannesmann Tendered Shares  booked  into
   Clearstream  Banking AG will then follow  one  business  day
   thereafter in accordance with the procedures for Tranche 1
   

Mannesmann Shareholders who accept on a timely basis may be able
to  receive their New Vodafone AirTouch Shares in Tranche 1 and
trade those shares on the London Stock Exchange before the  end
of the acceptance period.

In order to participate in Tranche 1, tendered Mannesmann Shares
must  be booked into Clearstream Banking AG by 10 February 2000
17.30  CET.  Shareholders are encouraged to confirm the  timely
booking  of their Mannesmann Tendered Shares and the settlement
procedures for receipt of the New Vodafone AirTouch Shares with
their depositary bank or custodian as soon as possible.

If  you are in any doubt as to the procedures for acceptance of
the  Offer  or  require  assistance with accepting  the  Offer,
please  call your Depositary Bank or alternatively if  you  are
calling  from Germany or the UK please 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 should be directed to Paribas Frankfurt Branch  (the
'Global  Exchange Coordinator') at telephone +49  (0)  69  1520
5630; 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  +44  (0)  207  920
9700; 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]

Financial Dynamics
Perry Hall
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 Revised 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   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.