Application of Shares for Listing on Frankfurt SE

Vodafone AirTouch PLC
2 February 2000


                  VODAFONE AIRTOUCH PLC
                            
            APPLICATION OF SHARES FOR LISTING
  ON THE OFFICIAL LIST OF THE FRANKFURT STOCK EXCHANGE


Vodafone  AirTouch  Plc ('Vodafone  AirTouch'),  together
with Goldmans Sachs and Warburg Dillon Read, filed on  28
January  2000  an application to list its shares  on  the
official list ('Amtlicher Handel') of the Frankfurt Stock
Exchange.  This application was announced  today  by  the
Listing  Office of the Frankfurt Stock Exchange. Vodafone
AirTouch announced in December 1999 its intention to seek
a  listing  on  the official list of the Frankfurt  Stock
Exchange in connection with its Offer for Mannesmann.

The  application  relates to the  existing  issued  share
capital   of  Vodafone  AirTouch  as  well   as   up   to
27,811,230,000  new  registered  ordinary  shares  to  be
issued in connection with its Offer for Mannesmann.

Upon  the commencement of dealings, the Vodafone AirTouch
Shares  will  be  traded  on the  official  list  of  the
Frankfurt   Stock   Exchange  under  the   new   Security
Identification   Number  ('WKN')   932   709.    Vodafone
AirTouch's  German legal counsel believe that a  decision
regarding the admission to listing will be taken  by  the
Listing Office soon.  It is intended that dealings on the
official  list  of  the  Frankfurt  Stock  Exchange  will
commence  conditional  upon and as  soon  as  practicable
after   the  successful  completion  of  the  Offer   for
Mannesmann.

Mannesmann shareholders who are in any doubt  as  to  the
procedures  for  acceptance  of  the  Offer  or   require
assistance  with accepting the Offer, should  call  their
Depositary Bank or alternatively if calling from  Germany
or the UK telephone the dedicated Offer helpline on toll-
free  0800 088 7766 in Germany or freephone 0800 169 2853
in the UK.
Bank   custodian,  broker  custodian  and   institutional
investor  enquiries  in relation to  the  acceptance  and
settlement  procedures  should  be  directed  to  Paribas
Frankfurt  Branch (the 'Global Exchange Coordinator')  at
telephone [phone]; fax [phone]
and  enquiries in relation to the Offer and requests  for
additional  copies of Offer materials should be  directed
to D. F. King (Europe) Limited (the 'European Information
Agent')  at telephone [phone]; fax  +44  (0)
207 588 7300.

Copies  of  this  press  release  and  the  documentation
published  in connection with the Offer can  be  obtained
from   the   Vodafone  AirTouch  website,   www.vodafone-
update.com.


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.