Domination Agreement - Amendment

Vodafone AirTouch PLC
25 January 2000

The Vodafone AirTouch 'Re Domination Agreement' announcement released on 24
January 2000 at 13:34 under RNS 2960E, contained a number of typographical
errors.

The full corrected version is shown below.

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24 January 2000

                              
 VODAFONE AIRTOUCH CONFIRMS NO DOMINATION AGREEMENT REQUIRED

  Vodafone AirTouch has today published the opinions of  its
leading German counsel (Professors Ulmer, Huffer, Hirte  and
Noack)  on  its  website,  www.vodafone-update.com.    These
opinions confirm that Vodafone AirTouch will not need to put
in  place a domination agreement in order to demerge Orange.
Accordingly, no cash payment will be required to be made  to
any minority shareholders in Mannesmannn.

The conclusions of each opinion are summarised as follows:

 Professor Ulmer

'Vodafone,  after gaining a majority interest in  Mannesmann
through  the Offer, is not prevented under stock corporation
law  to  cause the management board of Mannesmann to dispose
of  the Orange interest.  This is an individual measure  the
economic consequences of which can be evaluated and to which
sec.  311  AktG applies and which therefore can be initiated
by  the controlling company.  The conclusion of a domination
agreement is not required for this purpose.'

Professor Huffer

'With  regard  to the present facts I cannot  see  that  the
lawful demerger of Orange from Mannesmann is a measure which
legally   requires   a   domination  agreement.    Financial
obligations  of  Vodafone, if any, can  be  compensated  for
under sec. 311 AktG.'

Professor Hirte and Professor Noack

'The conclusion of a domination agreement is not required in
order to gain control over a stock corporation.'

'The induced sale of the subsidiary 'Orange' for an adequate
price  is  not a disadvantageous legal transaction according
to  sec.  311  para.  1 AktG (Aktiengesetz  -  German  Stock
Corporation  Act).  The  term  'disadvantage'  includes  the
situation where an orderly and conscientious director of  an
independent   company  should  have  abstained   from   that
transaction.   The sale of Orange could not be  regarded  as
contrary   to   Mannesmann's  board  of  directors'   duties
according   to  sec.  93  AktG.   Therefore,  no  domination
agreement is required for this transaction.'


Vodafone AirTouch's legal advisers, together with Professors
Ulmer,  Huffer,  Hirte  and Noack, have  also  reviewed  the
arguments  put  forward by Mannesmann and its legal  counsel
regarding  the  demerger of Orange.  The  statement  by  the
Mannesmann Management Board, made in its press release of 19
January  2000,  that a domination agreement is  required  to
demerge   Orange,  is  an  incorrect  statement  of   German
Corporate Law.

The Mannesmann position is based principally on the argument
that the value of Orange to Mannesmann cannot be quantified.
However,  the  requirements of the German Stock  Corporation
Act  are  satisfied  if a value can be determined  based  on
business plan projections. Such projections are part of  the
normal responsibility of a company's management board.

Mannesmann's argument is clearly misleading:

* Only  three  months ago, the Mannesmann  Management  Board
  valued  Orange  in  connection with its acquisition.  This
  valuation  must have reflected an assessment of the  value
  of  any strategic benefits and synergies arising from  the
  future combination of Mannesmann and Orange.
  
* The  valuation of a company such as Orange is  a  standard
  exercise.   Such valuations are routinely carried  out  in
  Germany by professional auditors and take into account the
  value of any strategic benefits and synergies.

* Independent  research analysts are  able  to  attribute  a
  value to Orange as part of the Mannesmann group.

* In  its  own  defence document, the Mannesmann  Management
  Board  has published synergies attributable to Orange.  In
  addition,  Mannesmann valued its mobile business including
  Orange.  Furthermore, Mannesmann has attempted to  justify
  specific  share  price  targets based,  in  part,  on  the
  quantifiable   impact  of  Orange  on   Mannesmann.     In
  contrast,  Mannesmann's key legal argument has  been  that
  any estimate of the impact of Orange on Mannesmann '.would
  be   merely  arbitrary'  (quote  from  the  legal  opinion
  referred  to  in  the Mannesmann press  release  dated  19
  January 2000).


* The  flaws  in the Mannesmann Management Board's  argument
  are highlighted by the fact that there would need to be  a
  valuation  of Mannesmann, including Orange,  in  order  to
  compensate minority shareholders if a domination agreement
  between  Vodafone  AirTouch  and  Mannesmann  were  to  be
  implemented. This would require a valuation of Mannesmann,
  including   Orange,  taking  into  account  any  strategic
  benefits  and  synergies  arising  from  the  combination.
  However,  this  is precisely what Mannesmann's  Management
  Board claims is not possible.


Chris Gent, Chief Executive of Vodafone AirTouch, commented:

'Mannesmann management's reliance on flawed legal  arguments
demonstrates  its  lack of conviction in its  strategic  and
valuation  arguments.  We have received clear  German  legal
advice  that  our plan to demerge Orange works.   Mannesmann
shareholders  should not be distracted  and  should  instead
focus  on the outstanding opportunity presented to  them  to
create  a  global mobile telecoms leader.  I  urge  them  to
accept our offer without delay.'

    Appendix 1:     German Legal Professors' Biographies
                              
Professor Ulmer
Prof.  Dr. Dr. (multiple Honorary Degrees) Peter Ulmer,  67,
has  been Professor of Commercial and Corporate Law  at  the
Ruprecht Karls University of Heidelberg since 1975, and  was
also Rector of the University for several years.  He is also
Director  of the Institute for German and European Corporate
and  Commercial  Law,  and  editor  and  author  of  leading
commentaries on German Corporate Law.  Prof. Ulmer was rated
the  most  highly-regarded German Law Professor in  1997  by
Manager Magazine.

Professor Huffer
Prof.  Dr.  Uwe Huffer, 65, has been Professor of Civil  and
Commercial Law at the Ruhr University of Bochum since  1985.
He is Judge of the Hamm High Court, and the author of one of
the leading commentaries on the German Stock Corporation Law
(Uwe Huffer, Aktiengesetz, 4th edition, 1999).


Professor Hirte
Prof.  Dr.  Heribert Hirte LL.M (Berkeley), 41, is Professor
of  German  and  European Civil and Commercial  Law  at  the
Friedrich  Schiller University of Jena, a post he  has  held
since  1993.   He  has been deputy Chairman of  the  German-
American  Association  of Lawyers since  1994,  and  is  the
author  of  several publications on Corporate  Law,  e.g.  a
textbook  on  Stock  Corporation Law,  and  co-author  of  a
commentary  on  Stock  Corporation Law  (Grosskommentar  zum
Aktiengesetz).


Professor Noack
Prof.  Dr.  Ulrich  Noack, 44, is  Professor  of  Civil  and
Commercial   Law  at  the  Heinrich  Heine   University   of
Dusseldorf,  a  position he was awarded in 1994.   He  is  a
Board  member  of  the  German Association  for  Shareholder
Protection    (DSW,    Deutsche    Schutzvereinigung     fur
Wertpapierbesitz), and the co-author of one of  the  leading
commentaries  on  the German Stock Corporation  Law  (Kolner
Kommentar).





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,  or  by
calling  one of the dedicated helplines, toll-free, on  0800
169 2853 in the United Kingdom or 0800 088 7766 in Germany.

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.

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.