Shareholders Approve Mannesmann Offer & Other News

Vodafone AirTouch PLC
24 January 2000



             VODAFONE AIRTOUCH SHAREHOLDERS
         OVERWHELMINGLY APPROVE MANNESMANN OFFER
             AND BELL ATLANTIC JOINT VENTURE


Vodafone AirTouch Plc ('Vodafone AirTouch') announces that its
shareholders  today  approved Vodafone  AirTouch's  Offer  for
Mannesmann and the formation of its US joint venture with Bell
Atlantic.  The  resolutions proposed  at  Vodafone  AirTouch's
Extraordinary General Meeting were carried by an  overwhelming
majority   and the proxy votes cast before the meeting  showed
over 98 per cent in favour of the proposals.

On  14  January the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 was terminated early and on
18  January Vodafone AirTouch announced that it had waived the
condition relating to its bid for 3G spectrum. As a result  of
today's  endorsement by shareholders, many of whom  also  hold
shares  in Mannesmann, and subject to the listing of  the  new
Vodafone   AirTouch   shares  to  be  issued   to   Mannesmann
Shareholders,  only one condition to the Offer for  Mannesmann
remains to be satisfied - the receipt of valid acceptances  in
respect of more than 50 per cent of Mannesmann Shares.

Chris Gent, Chief Executive of Vodafone AirTouch, commented:

'Vodafone AirTouch's shareholders have once again demonstrated their
continued  strong support for our strategy to become  Europe's
global  telecoms leader by overwhelmingly approving the  offer
for Mannesmann and our joint venture with Bell Atlantic.

The offer for Mannesmann represents an outstanding opportunity 
to create a new global force in mobile telecommunications, with
greater   growth  prospects  than  those  of  either  Vodafone
AirTouch  or Mannesmann alone. Vodafone AirTouch's offer  also
provides  Mannesmann Shareholders with 47.2 per  cent  of  the
Combined Group, which represents a substantial premium to  any
other  relevant  measure of Mannesmann's contribution  to  the
combination.

I remind all Mannesmann Shareholders that Vodafone AirTouch's offer
period  ends  on 7 February 2000.  I urge them to  accept  the
Offer without delay.'

Enquiries:

Vodafone AirTouch
Terry Barwick, Director of Corporate Affairs, or
Tim Brown, Investor Relations Director, or
Melissa Stimpson, Senior Investor Relations Manager, or
Mike Caldwell, Corporate Communications Director
Telephone:  [phone]

Goldman Sachs International              Tavistock Communications
Scott Mead                               Lulu Bridges
Simon Dingemans                          Telephone: [phone]
Telephone: [phone]           

Warburg Dillon Read                      Financial Dynamics
Warren Finegold                          Perry Hall
Mark Lewisohn                            Telephone: [phone]
Telephone: [phone]           


Words defined in the press release dated 19 November 1999 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.

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.