Statement re Mannesmann

Vodafone AirTouch PLC
10 January 2000

                                                               

                       VODAFONE AIRTOUCH
                MANNESMANN'S MISLEADING CLAIMS

Mannesmann  has  claimed that the Offer  creates  a  number  of
structural   and   regulatory  issues  that  will   result   in
significant   risks   for  its  shareholders.   Mannesmann   is
attempting  to  distract its shareholders from considering  the
real question of what Mannesmann can do alone that it cannot do
better  with  Vodafone AirTouch.  Mannesmann is  attempting  to
mislead its shareholders.

Mannesmann has claimed:

* Over 50% acceptances is not sufficient for control         NOT TRUE
                                                             
* The demerger of Orange is impossible                       NOT TRUE
                                                             
* EUR 60 billion of cash may be required                     NOT TRUE
                                                             
* Regulatory issues will delay the merger for up to 
  12 months                                                  NOT TRUE

*  Tax  is  a  significant  cost  for  all  German  and  US  
   shareholders                                              NOT TRUE


Chris Gent, Chief Executive of Vodafone AirTouch, commented:

'None  of  these  issues  affects the  real  choice  Mannesmann
Shareholders have to make - whether to combine Mannesmann  with
Vodafone   AirTouch   and  benefit  from   faster   growth   by
participation in Europe's global telecommunications leader,  or
face  the  substantial costs and risks of  Mannesmann's  go  it
alone strategy.

'Tomorrow,  we  will get back to the real debate by  announcing
the  details of our single global platform for mobile data  and
Internet.  We will also demonstrate why Mannesmann's claims  of
superior   growth  are  misleading.   We  are  confident   that
shareholders   will   not   be   distracted   by   Mannesmann's
diversionary tactics from considering the real benefits of  our
Offer.'

50%  Control  is  Sufficient to Demerge  Orange  With  No  Cash
Payment

Vodafone AirTouch only requires a shareholding in Mannesmann of
more   than  50%  to  implement  the  demerger  of  Orange   to
shareholders of the Combined Group.  A 75% shareholding is  not
required.  Further, under Vodafone AirTouch's plans,  there  is
no  requirement  for  a  cash alternative  to  be  provided  to
shareholders.

*  Under  German  law,  a shareholding  of  more  than  50%  in
Mannesmann  will  be sufficient to implement  the  demerger  of
Orange  as  it  will provide Vodafone AirTouch with  management
control

* A domination agreement, which would require a 75% majority at
a shareholder meeting, is not required. As a result,  Vodafone
AirTouch will not have to make any cash payment to the minority
shareholders

*  Vodafone  AirTouch already operates several publicly  quoted
subsidiaries  and  is  very  familiar  with  dealing  with  the
interests of public minorities on a fair basis

*  Vodafone AirTouch will demerge Orange by separating it  from
the Mannesmann group and distributing it to the shareholders of
the Combined Group

*  The  continuing  Mannesmann group will be appropriately  and
fairly  compensated for the separation of Orange  so  that  any
remaining minority shareholders suffer no loss of value.  There
will therefore be no basis for a minority objection

*  Vodafone  AirTouch has been advised that the  separation  of
Orange   can   be  implemented  quickly  provided  Mannesmann's
management  co-operate,  which they  have  promised  to  do  if
Vodafone  AirTouch receives more than 50% acceptances  for  its
Offer

Regulatory Clearance Expected in Phase I

The  Offer  is  not conditional on clearance from the  European
Commission.   Vodafone AirTouch is confident that the  European
Commission  will  clear the merger during its initial  Phase  I
review period.

*  Vodafone  AirTouch's advisers believe that  the  competition
issues are not difficult.  Vodafone AirTouch proposes to submit
the  same  remedy  to deal with Orange that was  used  for  the
divestment of E-Plus following the AirTouch merger

*  Vodafone AirTouch's legal counsel have advised that they  do
not  believe  that  there are grounds for a Phase  II  enquiry.
Vodafone AirTouch's advisers believe that Vodafone AirTouch can
resolve  all  of  the  competition issues within  the  Phase  I
period, which should take no more than two months


Tax is Not Payable by All German and US Shareholders

German Shareholders

*  Vodafone AirTouch believes that liability to German  Capital
Gains  Tax  (CGT)  under the Offer affects shareholders  owning
only   a   small   proportion  of  Mannesmann  Shares.    These
shareholders  would  normally have  to  pay  this  CGT  on  the
disposal  of their shares.  This liability will be crystallised
by acceptance of the Offer

*  The  5% voting restriction in Mannesmann's Articles prevents
Vodafone  AirTouch from structuring the transaction to  be  tax
free for all German shareholders

*  The  transaction  will be tax free for German  institutional
shareholders  except for the small proportion that  hold  their
shares for their own account.  The transaction will also be tax
free  for German retail shareholders who have held their shares
more than one year

* The majority of retail shareholders are believed to have held
their  shares for more than one year.  Therefore, they  do  not
have any liability to German CGT under the Offer

US Shareholders

*  Mannesmann has claimed that the Offer has become  a  taxable
event  for US shareholders due to Vodafone AirTouch's  purchase
of   Mannesmann  Shares.   Vodafone  AirTouch's  ownership   of
Mannesmann Shares would not have affected the tax status of the
Offer unless acceptances exceeded 80%.  Vodafone AirTouch would
have disposed of its shares before that level was reached

*  Even if Vodafone AirTouch receives acceptances in excess  of
80%  and disposes of its Mannesmann Shares, the transaction  is
expected  to  remain  taxable for non-exempt  US  shareholders.
This  is  because of the 5% voting restriction in  Mannesmann's
Articles

*  In  any event, Vodafone AirTouch believes that a substantial
proportion of US shareholders are tax exempt

Stamp Duty and Stamp Duty Reserve Tax (SDRT)

*  Under the Offer, Mannesmann Shareholders will receive shares
in  the  Combined Group which are ready to be traded in the  UK
clearing  system on the London stock market.  This is the  main
and most liquid market for Vodafone AirTouch Shares.  There  is
no SDRT charge for shareholders on receipt of the new shares

*  Arrangements have been put in place for German  shareholders
to trade in the London market where they can sell free of stamp
duty, as the duty is paid by the purchaser

* If shareholders did wish to transfer their shares from the UK
to  the  less  liquid  market for Vodafone AirTouch  Shares  in
Germany  then  SDRT of 1.5% would be payable (corresponding  to
approximately EUR 3.5 per share)

*  Therefore, German shareholders will need to weigh up whether
the  1.5% SDRT cost is worth paying, given that they can  trade
without this charge in London

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
Tim  Brown 
Investor Relations Director          +44  (0)1635 33 251
Melissa  Stimpson  
Senior Investor  Relations  Manager  +44  (0)1635 33 251
Mike  Caldwell 
Corporate Communications Director    +44  (0)1635 33 251

Goldman Sachs International
Scott Mead                           [phone]
Simon Dingemans                      [phone]

Warburg Dillon Read
Warren Finegold                      [phone]
Mark Lewisohn                        [phone]

Tavistock Communications
Lulu Bridges                         [phone]

Financial Dynamics
Perry Hall                           [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.