Sale of Orange to France Telecom

Vodafone AirTouch PLC
30 May 2000

                                                                 
    VODAFONE AIRTOUCH AGREES SALE OF ORANGE TO FRANCE TELECOM
                                
Vodafone   AirTouch  and  Mannesmann  (together  the   ''Vodafone
AirTouch  Group'') announce that they have reached agreement  for
the  sale  of  Orange plc ('Orange') to France  Telecom  ('France
Telecom').

The  transaction  values Orange's equity at  approximately  £25.1
billion assuming that the net debt of Orange at 31 March 2000 was
£1.8  billion.  In addition, France Telecom will assume  Orange's
liability  of  £4.1 billion in respect of its UK 3G licence.  The
consideration will be satisfied by:

*    A  cash payment of £13.8 billion to be paid on completion of
     the  sale, subject to adjustment for the actual net debt  of
     Orange at 31 March 2000.

*    129.2 million France Telecom shares valued at £11.3 billion.

France  Telecom will repurchase 15.4 million of these  shares  at
completion  in  exchange for a loan note valued at £1.3  billion,
redeemable  no  later  than  31 March 2001.  Vodafone  AirTouch's
remaining holding of 113.8 million France Telecom shares,  valued
at  £10.0 billion, will represent 9.99% of the outstanding  share
capital of France Telecom.  These shares will not be voted.

The  non-cash consideration, comprising the shares and  the  loan
note, is underwritten by France Telecom at £8.4 billion.

No tax is expected to be payable on the proceeds.

The  Boards of Mannesmann and Vodafone AirTouch consider that the
offer  from France Telecom represents a more attractive  solution
to  the required disposal of Orange than a demerger and is in the
best interests of shareholders because:

*    The terms offered by France Telecom value Orange's equity at
     a  28%  premium to the value of Mannesmann's original  offer
     and  a  56%  premium  to Orange's equity  value  immediately
     before that offer.

*    The  proceeds will place the Vodafone AirTouch  Group  in  a
     strong  financial  position to bid for  3G  licences  across
     Europe.

*    If approved, the sale to France Telecom should also complete
     the disposal of Orange more rapidly than a demerger.

The agreement is conditional, inter alia, on the following:

*    The  European  Commission  agreeing,  pursuant  to  Vodafone
     AirTouch's  undertaking  in  Case  No  Comp/M1795   Vodafone
     AirTouch/Mannesmann  (the  'Undertaking'),   that   Vodafone
     AirTouch is permitted to sell Orange to France Telecom;

*    The  European Commission clearing the transaction under  the
     European Merger Control Regulation; and

*    France   Telecom   shareholder  approval.  The   controlling
     shareholder has indicated that it intends to vote in  favour
     of the transaction.
  
The  Vodafone AirTouch Group intends to dispose of its  stake  in
France  Telecom over the next two years in an orderly manner.  As
part of these arrangements:

*    France  Telecom has granted the Vodafone AirTouch Group  put
     options  over  its shareholding which, when taken  with  the
     loan  notes,  give Vodafone AirTouch downside protection  of
     £8.4 billion.

*    The  Vodafone  AirTouch Group has granted France  Telecom  a
     call option on its France Telecom shares exercisable at  the
     higher  of  market or issue price. The call  option  can  be
     exercised if the Vodafone AirTouch Group decides to sell its
     shares or exercise its put option.

*    The  Vodafone  AirTouch Group may sell  its  France  Telecom
     shares  in the market, subject to a six month lock-up period
     following  completion. France Telecom has agreed to  provide
     the  Vodafone  AirTouch  Group marketing  support  for  such
     market sales.

*    The  put  and  call  options are subject to  cap  and  floor
     arrangements  which  limit  the  Vodafone  AirTouch  Group's
     downside  on  the  non-cash consideration received  to  £8.4
     billion and limit the upside to £14.2 billion.

Orange  is  a  leading UK mobile telecoms network, together  with
mobile  telecoms operations in Belgium, Austria and  Switzerland.
According to the latest publicly available information,  the  net
assets  of  Orange as at 30 June 1999 were £(377.0) million,  and
the loss before tax attributable to these assets in the preceding
12 months was £73.5 million.

Although  the  Vodafone AirTouch Group expects  to  complete  the
transaction  by  the  end  of August, given  Vodafone  AirTouch's
obligations to the European Commission under the Undertaking  and
the conditionality of the agreement, Vodafone AirTouch and Orange
continue  to progress preparations for the demerger of Orange  to
Vodafone AirTouch shareholders, as previously announced.

Enquiries:

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

Tavistock
Lulu Bridges
Tel:  [phone]

Goldman Sachs International
Simon Dingemans
Tel:  [phone]

UBS Warburg
Warren Finegold
Mark Lewisohn
Tel:  [phone]


This   announcement  has  been  issued  by  and   is   the   sole
responsibility   of   Vodafone  AirTouch  Plc.    Goldman   Sachs
International  and UBS AG, acting through its financial  services
group  UBS Warburg, which are regulated in the United Kingdom  by
The  Securities  and Futures Authority Limited,  are  acting  for
Vodafone AirTouch Plc and for no one else in connection with  the
proposed transaction and will not be responsible to anyone  other
than Vodafone AirTouch Plc for providing the protections afforded
to  customers of Goldman Sachs International and UBS Warburg,  or
for providing advice in relation to the transaction.