Statement re Mannesmann Rejection

Vodafone AirTouch PLC
29 November 1999

                       VODAFONE AIRTOUCH
                               
           Intended Offer to Mannesmann Shareholders

Vodafone  AirTouch has noted the statements made by  Mannesmann
confirming its rejection of Vodafone AirTouch's proposal for  a
merger  of Vodafone AirTouch and Mannesmann. Vodafone  AirTouch
is disappointed that Mannesmann has rejected its intended Offer
which it considers to be generous and in the best interests  of
the shareholders of both Mannesmann and Vodafone AirTouch.

Vodafone AirTouch had offered to present its proposals  to  the
Supervisory  Board  of Mannesmann in order to  demonstrate  the
benefits  of a merger of Mannesmann and Vodafone AirTouch.  The
offer to make such a presentation still stands.

Vodafone AirTouch continues to believe that a merger of the two
companies  has  overwhelming strategic  and  commercial  logic.
Under  the  terms  of  the Offer, which  is  final,  Mannesmann
Shareholders  will  obtain a substantial  shareholding  in  the
world's   leading   international   mobile   telecommunications
operator.  Through a share for share exchange, all shareholders
will benefit from the value created by the merger of these  two
successful    companies.   The   Offer   provides    Mannesmann
Shareholders with a shareholding of approximately  47%  in  the
Combined  Group compared with Mannesmann's 36% contribution  to
the  pre-bid  market capitalisations of Vodafone  AirTouch  and
Mannesmann   on   21  October  1999  (the  day  following   the
announcement of Mannesmann's formal offer for Orange).

As  stated  on  19 November 1999, Vodafone AirTouch's  intended
Offer  is  53.7  Vodafone AirTouch Shares for  each  Mannesmann
Share.   This  currently  values  each  Mannesmann   Share   at
approximately EUR253 based on Vodafone AirTouch's closing price
on  the  London  Stock Exchange on 26 November 1999  of  298.25
pence.  The  Offer  represents a 76%  premium  to  Mannesmann's
Closing Price of EUR143.5 on 21 October 1999.

Vodafone  AirTouch  will  post the  formal  offer  document  to
Mannesmann Shareholders as soon as practicable.

Words defined in the press release dated 19 November 1999 shall
have  the same meaning in this announcement unless the  context
requires otherwise.

Enquiries:


Vodafone AirTouch

Terry Barwick, Director of Corporate Affairs
Tim Brown, Investor Relations Director
Melissa Stimpson, Senior Investor Relations Manager
[phone]

Goldman Sachs

Scott Mead
Simon Dingemans
[phone]

Warburg Dillon Read

Warren Finegold
Mark Lewisohn
[phone]

Tavistock Communications

Lulu Bridges
William Cooper
[phone]



The  Offer has not yet commenced.  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  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 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 or Warburg Dillon Read or for giving  advice  in
relation to the Offer.

Any  offer  in  the United States will only be 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  when  and if it is declared effective  by  the  U.S.
Securities  and  Exchange Commission because  it  will  contain
important information relating to the Offer.  You will be  able
to  inspect and copy any 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, Vodafone AirTouch will make
the  effective  registration statement available  for  free  to
Mannesmann Shareholders in the United States.

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.

The   EUR:£   exchange  rate  used  in  this  announcement   is
EUR1.5811:£1.

The proportions of the Combined Group owned by the shareholders
of Mannesmann and Vodafone AirTouch respectively are calculated
on  the  basis  of  Mannesmann Share Capital of  517.8  million
shares and 31.1 billion Vodafone AirTouch Shares in issue at 18
November 1999.