Talks with Mannesmann - Possible Recommended Offer

Vodafone AirTouch PLC
3 February 2000


            VODAFONE AIRTOUCH OFFER FOR MANNESMANN


The  Board  of Vodafone AirTouch Plc confirms it has commenced
discussions with the Board of Mannesmann AG that  may  or  may
not  lead to a recommended offer.  A further announcement will
be made in due course.


Enquiries:

Vodafone AirTouch
Terry Barwick, Director of Corporate Affairs
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
Tel:  [phone]

Financial Dynamics
Perry Hall
Tel:  [phone]


Words defined in the press release dated 18 January 2000 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.

Goldman  Sachs  International and/or Warburg Dillon  Read  may
have  positions and/or holdings in investments referred to  in
this  announcement  and are providing  or  may  have  provided
within  the  12  months preceding the issue of  this  document
advice  to  Vodafone  AirTouch  and/or  Mannesmann  and/or  in
relation to the securities of either or both companies.   Past
performance  is not necessarily a guide to future performance.
The value of your investment and income from it can go down as
well  as up and is not guaranteed.  You may get back less than
you have invested.

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.