Statement re Mannesmann Defence Document

Vodafone AirTouch PLC
14 January 2000


Mannesmann's defence fails to provide any convincing arguments as
 to why Vodafone AirTouch and Mannesmann are not better together


Mannesmann has today published its formal response to Vodafone
AirTouch's offer.  This document fails to address the real
questions for Mannesmann shareholders.  In particular,
Mannesmann's defence continues to avoid the key strategic issue
of what it can do independently that it could not do better
together with Vodafone AirTouch.  Mannesmann avoids the issue
because it cannot deny that owning over 47% of the combined group
provides more value and proportionate EDITDA to its shareholders
than owning 100% of Mannesmann.

Mannesmann has not addressed:
  
  *  The significant additional opportunities for growth available
     to the enlarged group from a combined global footprint in 25
     countries compared to Mannesmann's European network of only 7
     countries.
  
  *  How Mannesmann can effectively exploit the opportunities for
     growth available from the global mobile market for data and
     internet as only a regional player compared to Vodafone
     AirTouch's global reach.
  
  *  Why Mannesmann believes that Vodafone AirTouch's global
     mobile platform combined with the local strength of its own
     and Mannesmann's individual businesses will not enhance the
     new group's position over what Mannesmann can do alone.
  
  *  The significant risks and costs of Mannesmann's independent
     go it alone strategy given the negative share price reaction
     to the dilution created by the premium paid for its last
     major acquisition, Orange.  Following the announcement of
     this acquisition Mannesmann's share price was Eur144.8.
  
  *  The significant downside risk to Mannesmann's share price
     without Vodafone AirTouch's offer.

Chris Gent, chief executive of Vodafone AirTouch said today:

'There is nothing new in Mannesmann's document.  Once again,
Mannesmann has failed to address the choice its shareholders are
being asked to make.  Nothing in Mannesmann's document addresses
the outstanding opportunities for growth that Mannesmann and
Vodafone AirTouch will have together.

Comparisons of Vodafone AirTouch today with Mannesmann miss the
point.  Mannesmann shareholders are being offered a share in the
combined group and a share in the substantial synergies and
growth such a combination would create.  Mannesmann continues to
avoid the question of what it can do alone that it cannot do
better with Vodafone AirTouch.

Any measure of Mannesmann's contribution to the new group clearly
demonstrates the substantial premium Mannesmann shareholders are
being offered.  Mannesmann's document has done nothing to change
our relative contributions and the attractiveness of our offer of
over 47% of the combined group.  I urge shareholders to accept
without delay.'
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           [phone]
Tim Brown
Investor Relations Director          [phone]
Melissa Stimpson
Senior Investor Relations Manager    [phone]
Mike Caldwell
Corporate Communications Director    [phone]

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

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

Tavistock Communications
Lulu Bridges                         [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.