Further re Mannesmann Offer Terms

Vodafone AirTouch PLC
20 January 2000

                     

                     Vodafone AirTouch Plc
            Vodafone AirTouch confirms Offer terms

* Vodafone  AirTouch confirms that the Offer for Mannesmann
  is final and that the closing date remains February 7, 2000.

* Vodafone  AirTouch  has  always  sought  to   obtain   a
  recommendation  from  Mannesmann that its  Offer  is  in  the
  interests  of  Mannesmann  Shareholders.  Vodafone   AirTouch
  recognises that a recommendation from Mannesmann would benefit
  the shareholders of both companies. There will be no increase
  in  the  exchange ratio of Vodafone AirTouch's Offer  in  the
  absence  of  a  recommendation from Mannesmann  or  a  higher
  competing offer.

* Even  in  the event of a recommendation from  Mannesmann,
  Vodafone AirTouch would only be prepared to consider a modest
  increase in the exchange ratio of its Offer.

* Under the German Takeover Code, any change to the exchange
  ratio would be extended to all Mannesmann Shareholders if the
  Offer  succeeds, irrespective of the date they tendered their
  shares.

Chris Gent, Chief Executive of Vodafone AirTouch, commented:

'We  remain hopeful that Mannesmann will enter into  a  serious
negotiation  but,  so far, their position has  been  completely
unrealistic  and  unjustified. Our  offer  is  already  a  very
generous one and we urge all Mannesmann shareholders to  tender
their shares now.'


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           [phone]
Tim Brown 
Investor Relations Director             [phone]
Melissa Stimpson  
Senior Investor  Relations  Manager     [phone]
Mike Caldwell     
Corporate Communications Director       [phone]

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

Warburg Dillon Read
Warren Finegold                         [phone]
Mark Lewisohn                           [phone]

Tavistock Communications
Lulu Bridges                            [phone]

Financial Dynamics
Perry Hall                              [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.