Statement re Mannesmann Response Document

Vodafone AirTouch PLC
14 January 2000


          DOES MANNESMANN ANSWER THE REAL QUESTIONS?
                               
                               
Today   Mannesmann  is  publishing  its  response  to  Vodafone
AirTouch's Offer to Mannesmann Shareholders.

Does it answer the real questions?

1.   Who  else  can  offer Mannesmann Shareholders  the  global
     reach  that Vodafone AirTouch delivers in voice, data  and
     internet services?

2.   How  much  more capital will Mannesmann need to  implement
     its strategy across Europe?

3.   How  can  Mannesmann  be  a  leading  technology  business
     without  a US presence and apparently with no interest  in
     obtaining one?

4.   Which  will  provide  Mannesmann  Shareholders  with  more
     proportionate EBITDA now and in the future:  owning  47.2%
     of the Combined Group or owning 100% of Mannesmann?

5.   What  are  the  risks  to Mannesmann Shareholders  of  not
     accepting the Offer?

6.   What  can  Mannesmann do alone that it  cannot  do  better
     together with Vodafone AirTouch?

Chris Gent, Chief Executive of Vodafone AirTouch said today:

'It is time for Mannesmann to address the real commercial and
strategic issues presented by the Vodafone AirTouch offer.
Mannesmann shareholders should expect a proper answer to these
questions. If Mannesmann does not answer all these questions
satisfactorily, Mannesmann shareholders should accept the
Vodafone AirTouch offer 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
Tim Brown, Investor Relations Director
Melissa Stimpson, Senior Investor Relations Manager
Mike Caldwell, Corporate Communications Director
Tel:  [phone]

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

Warburg Dillon Read
Warren Finegold
Mark Lewisohn
Tel:  [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.