Mannesmann Offer Document Details

Vodafone AirTouch PLC
23 December 1999


Part I
                                               
                                                               
Not for release, publication or distribution in or into the
United States

                       Vodafone AirTouch
                    Offer for Mannesmann AG

Vodafone  AirTouch has today published its International  Offer
Document  in  connection with the Offer  for  Mannesmann.   The
Offer Period commences on 24 December 1999.

The Offer, which is final, gives Mannesmann Shareholders:

*  53.7 New Vodafone AirTouch Shares for each Mannesmann Share

*  47.2% of the Combined Group

*  full  participation in the future growth of a leading global
   telecoms operator

*  a value of EUR266.4 per Mannesmann Share**

*  a 68.8% premium to the Mannesmann Share price of EUR157.8 at
   which shares were issued to pay for Orange**

*  an  84.0%  premium  to  the EUR144.8  price  the  day  after
   announcement of Mannesmann's offer for Orange**

** Source:  The International Offer Document published today

The  key  benefits  of  the  Offer for Mannesmann  Shareholders
compared with Mannesmann standalone are:

*  Together  Vodafone  AirTouch  and  Mannesmann  will  have  a
   footprint  covering  25 countries, including  13  controlled
   countries.   This will give Mannesmann Shareholders  greater
   access  to  future growth opportunities on a  global  scale.
   Mannesmann's European-only strategy offers much more limited
   prospects for shareholder value creation

*  The  Combined Group will have a superior platform for  data,
   internet and e-commerce, compared to that of Mannesmann. The
   leaders in this industry will need to be global

*  Mannesmann,  combined with Vodafone AirTouch,  will  benefit
   from  a  greater  exposure to growth from  mobile  data  and
   internet,  access to the growth of the important US  market,
   and  the revenue synergies and other benefits created by the
   combination

*  The   Offer   is  generous.   The  Offer  premium   provides
   Mannesmann Shareholders with a participation in the Combined
   Group  significantly above the level implied by Mannesmann's
   contribution  to  the Combined Group's customers,  POPs  and
   market capitalisation

*  Owning  47.2% of the Combined Group will provide  Mannesmann
   Shareholders   with  faster  growth  than  retaining   their
   existing shares in Mannesmann

Chris Gent, Chief Executive of Vodafone AirTouch, commented:

'We  are  formally launching our Offer for Mannesmann to  unite
two businesses that are better together.

'Vodafone AirTouch and Mannesmann belong together.  Both  share
a 10 year history of partnership and cooperation.  Both operate
leading  mobile  networks.  Both offer  integrated  mobile  and
fixed  line  packages. Both are strongly placed in the  rapidly
growing markets for mobile data and internet access.

'Our  Offer is based on the conviction that the growth of  both
businesses will be accelerated if the businesses are  together,
with the strategy executed in 25 countries (rather than 7) with
42  million  proportionate mobile subscribers (rather  than  14
million)  and over networks covering a population of  over  500
million   people  (rather  than  163  million).    Mannesmann's
European-only strategy offers much more limited prospects.

'Mannesmann Shareholders should ask themselves what  Mannesmann
can do alone that it cannot do better together with us.'

This  summary should be read in conjunction with the full  text
of  the  following  announcement and  the  International  Offer
Document.

Copies  of  the  International Offer Document and  the  Listing
Particulars 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.

Press Briefing

Chris  Gent, Chief Executive of Vodafone AirTouch, will host  a
press  briefing  at  the Hilton Hotel, Georg-Glock-Strasse  20,
40474  Dusseldorf in the Rheinland Saal room  on  Thursday,  23
December 1999 at 11.30 am (German time).

Enquiries:

Vodafone AirTouch
Terry  Barwick,  Director  of  Corporate  Affairs
[phone]
Melissa  Stimpson,  Senior Investor  Relations  Manager     
[phone]
Mike  Caldwell,  Corporate  Communications  Director        
[phone]

Goldman Sachs International
Scott  Mead                                     
[phone]
Simon  Dingemans                               
+44  (0)171  774 1000

Warburg Dillon Read
Warren  Finegold                               
+44  (0)171  567 8000
Mark  Lewisohn                                 
+44  (0)171  567 8000

Tavistock Communications
Lulu  Bridges                                 
+44  (0)171  600 2288
William  Cooper                                
+44  (0)171  600 2288



Part II
                                               
                                                               
Not for release, publication or distribution in or into the
United States

                       Vodafone AirTouch
                    Offer for Mannesmann AG

Vodafone  AirTouch has today published its International  Offer
Document  in  connection with the Offer  for  Mannesmann.   The
Offer Period commences on 24 December 1999.

The Offer, which is final, gives Mannesmann Shareholders:

*  53.7 New Vodafone AirTouch Shares for each Mannesmann Share

*  47.2% of the Combined Group

*  full  participation in the future growth of a leading global
   telecoms operator

*  a value of EUR266.4 per Mannesmann Share**

*  a 68.8% premium to the Mannesmann Share price of EUR157.8 at
   which shares were issued to pay for Orange**

*  an  84.0%  premium  to  the EUR144.8  price  the  day  after
   announcement of Mannesmann's offer for Orange**

** Source:  The International Offer Document published today

Strategic Rationale

Together  Vodafone AirTouch and Mannesmann can offer Mannesmann
Shareholders greater access to future growth opportunities on a
global  scale. Mannesmann's European-only strategy offers  much
more limited prospects.

Mannesmann alone                    Vodafone AirTouch and Mannesmann
                                    Together
                                
*  7 countries                      *  25 countries
*  4 controlled countries           *  13 controlled countries
*  14.5 million proportionate       *  42.4 million proportionate
    mobile customers                     mobile customers
*  163 million proportionate POPs   *  512 million proportionate POPs

Greater Opportunities from Global Scale and Reach

Vodafone  AirTouch has always followed a global strategy  while
Mannesmann  to date has focused only on investing  in  European
markets.

Global scale creates the following benefits:

*  Presence  in  the  important US market: the  largest  single
   mobile  market in the world with the most advanced  internet
   economy

*  An enhanced service for our customers

*  Access  to  a  global  customer base for  our  key  business
   partners

*  The opportunity to develop a global brand

*  Greater economies of scale

Most  importantly,  global scale will better position  Vodafone
AirTouch and Mannesmann Shareholders to capture the mobile data
and internet future.

The Important US market

A  significant presence in the US market is key.  The US is the
largest single mobile market in the world (270 million POPs and
76 million customers) and is positioned for significant growth.
In  particular, consolidation and the expected introduction  of
tariff  restructuring (Calling Party Pays) should boost  growth
and profitability.  Also, the US is the most developed internet
economy  in  the world and a key source of innovative  products
and  services  - International Data Corporation  predicts  that
there will be 149 million US internet users by 2002 versus  136
million in Europe.

Vodafone  AirTouch's new joint venture with Bell Atlantic  will
create a leading nationwide operator.  The venture will have  a
national footprint covering 49 of the top 50 markets and 90% of
the  US population.  It will have the largest customer base  in
the US, placing it in pole position for mobile internet.

Mannesmann has no current presence in this important market.

The Cost of Mannesmann's Independent Strategy

Mannesmann has already invested significant resources and still
only  has  a  significant  presence  in  four  countries.  Just
acquiring  Orange  required  over  EUR18bn  of  new  equity  at
EUR157.8   per   share   and  EUR12bn   of   additional   debt.
Mannesmann's  credit ratings were downgraded,  restricting  its
access  to the capital markets and increasing the cost  of  its
borrowings in the future.

Developing  further in Europe will be very expensive  and  will
require significant equity and debt resources. Continuing calls
for further funding from Mannesmann Shareholders, resulting  in
additional  dilution  of  their  interests,  would   seem   the
inevitable consequence if Mannesmann remains independent.

Mobile   Multimedia  (mobile  internet,  e-commerce,  corporate
services and video)

Mobile  multimedia, including data and internet,  represents  a
very exciting opportunity for both companies.

Mannesmann claims to be ahead of Vodafone AirTouch in providing
data  services and access to the internet. This is  misleading.
Vodafone  AirTouch already has a significant  mobile  data  and
internet capability.

For example:

*  Leading  the  way  for data messaging:  operators  in  which
   Vodafone  AirTouch has an interest carried  over  1  billion
   Short  Message Service messages in the last month with  year
   on year growth of over 200%

*  Mobile  internet  based products and services  have  already
   been  launched in 10 markets by operators in which  Vodafone
   AirTouch has an interest

*  Europolitan,  controlled  by  Vodafone  AirTouch,  was   the
   world's first operator to launch high speed circuit switched
   data services at speeds of 43.2 k/bit per second

*  Operator  of  the  UK's only commercially successful  packet
   radio network, handling over 700 million data calls per year

*  Critical experience gained in CDMA, the chosen standard  for
   next  generation mobile technology, through AirTouch in  the
   US and trials in Japan

*  Trials  of  mobile videoconferencing at speeds of 384  k/bit
   per  second  in Japan.  J-Phone will launch 3G  services  as
   early as 2001

*  One  of  the  few operators deploying packet  data  backbone
   networks,  including Internet Protocol, as a first  step  to
   full GPRS services

*  First  full  commercial  roll out of mobile  online  banking
   services  in  conjunction  with  the  Commonwealth  Bank  in
   Australia

*  Partnership agreements with global players such as the  BBC,
   IBM and Reuters

The  key to Vodafone AirTouch's strategy for the future is  the
development of a superior global platform for mobile  data  and
internet.  The key objectives are:

*  The ability to incorporate the best technology

*  To be the channel of choice for content and e-commerce

*  To develop a leading global brand

Vodafone AirTouch is in the process of finalising the design of
such  a  platform and will announce shortly the detailed  plans
for   its  structure  and  operation.  Vodafone  AirTouch  will
leverage  its  scale and its brands to attract strong  partners
both for the development of infrastructure and the provision of
content.   The  initial version of the global  platform,  which
will  be  available  mid 2000, will provide services  including
messaging, location-based content and e-commerce in  a  uniform
manner on a global basis.

A  combined Vodafone AirTouch and Mannesmann would clearly have
much   greater   exposure  to  this  mobile  opportunity   than
Mannesmann alone.

Partnerships and Control

Partnerships  have  been  central to  the  development  of  the
industry, where often an experienced international operator has
been  invited to join a local consortium to bid for and operate
a  licence.  Vodafone  AirTouch has  successfully  invested  in
Greece,  The  Netherlands, Spain, South Africa and  many  other
countries   on   this   basis.  Mannesmann   made   partnership
investments  with  Vodafone AirTouch in Italy.  In  every  case
Vodafone AirTouch's successful partnerships have been based  on
strong   shareholder  agreements  that  allow  for  the  smooth
operation  and  management of the business while providing  all
the    shareholders   with   appropriate   protections.   These
partnership arrangements are typical for the industry.

Mannesmann  exaggerates  the  value  of  control,   given   the
existence  of  these comprehensive shareholder agreements.  All
minority   shareholders,  including  Vodafone  AirTouch,   have
participation and involvement in those partnerships. The  value
of  the  'control' position that Mannesmann claims is therefore
significantly  less  than  it  would  be  for  a  wholly  owned
subsidiary.

The   Combined   Group   -  Enhanced  Growth   for   Mannesmann
Shareholders

Mannesmann  claims  that  it  will grow  faster  than  Vodafone
AirTouch.  This is not the full story.  Underlying Mannesmann's
growth is the following:

*  Mannesmann's   fixed   telecoms   businesses   (Arcor    and
   Infostrada)  are  immature and currently loss-making.   They
   reported  a loss in Proportionate Earnings Before  Interest,
   Tax,  Depreciation  and  Amortisation  (PEBITDA)  of  EUR164
   million for the nine months to 30 September 1999.  From this
   low base they would be expected to grow rapidly in the short
   term  as  they approach normal margin levels, but  in  later
   years this growth is likely to slow

*  The  return characteristics of investments in fixed telecoms
   are  far  less favourable than those for mobile in terms  of
   higher   capital   expenditure  per   customer   and   lower
   productivity per employee

*  Similarly,  Orange  is also immature  and  low  margin.  The
   Orange  Group  achieved only a 9% margin in Earnings  Before
   Interest, Tax, Depreciation and Amortisation** (EBITDA)  for
   the  six months ended 30 June 1999, versus Vodafone UK's 33%
   EBITDA margin for the six months ended 30 September 1999

**  adjusted  to  include the impact of subscriber  acquisition
    costs so as to be on a comparable basis with Vodafone UK

Continued migration of voice to mobile, and migration  of  data
and  internet to mobile as access speeds increase, will benefit
growth  in  mobile  telecoms relative to growth  in  fixed.   A
global  mobile telecoms business, such as Vodafone  AirTouch's,
is  better  positioned  to  capture  this  growth  opportunity.
Vodafone AirTouch's growth has firm foundations:

*  Vodafone  AirTouch  has a greater exposure  to  high  growth
   mobile

*  Vodafone   AirTouch's  global  footprint  makes  it   better
   positioned  than  Mannesmann to benefit from  the  data  and
   internet opportunity.  Mannesmann's internet business has so
   far  been driven by its fixed line activities.  In contrast,
   Vodafone AirTouch is developing a global platform focused on
   mobile internet

*  Vodafone  AirTouch's  future growth  will  be  significantly
   enhanced  by the US, where penetration levels are  currently
   low

Mannesmann  has  made  further claims  that  are  not  correct.
Mannesmann  has  implied that over 50% of  Vodafone  AirTouch's
year  to  date  PEBITDA  growth  was  derived  from  Mannesmann
controlled  entities.  In fact, on a like-for-like basis,  only
26%  of  Vodafone  AirTouch's year to date (six  months  to  30
September   1999)   PEBITDA  growth  was  derived   from   such
businesses.

Also,  Mannesmann  Shareholders should  note  that  independent
analysts'  forecasts  of  Vodafone  AirTouch's  PEBITDA  growth
quoted  by  Mannesmann do not yet take account  of  the  mobile
data, internet and e-commerce opportunity.

The  Combined  Group  will benefit from a greater  exposure  to
growth  from mobile data and internet, access to the growth  of
the  important US market, and the revenue synergies  and  other
benefits  created  by  the combination.  Owning  47.2%  of  the
Combined Group will provide Mannesmann Shareholders with faster
growth than retaining their existing shares in Mannesmann.

Vodafone AirTouch's Generous Offer

The  Offer provides Mannesmann Shareholders with a shareholding
of  47.2% in the Combined Group.  However, Mannesmann  is  only
contributing the following:

*  32% of proportionate mobile customers**

*  38% of proportionate total telecoms customers**

*  28% of proportionate POPs**

*  36%  of  the  pre-bid  market  capitalisations  of  Vodafone
   AirTouch  and  Mannesmann  on  21  October  1999  (the   day
   following the announcement of Mannesmann's formal offer  for
   Orange)

**  Includes  Orange.  POPs represents the  population  of  the
    licence area of the mobile operator

Accordingly,  Vodafone  AirTouch believes  that  its  Offer  is
generous,  as it provides Mannesmann Shareholders with  both  a
premium  and  a  very substantial shareholding in  the  world's
leading international mobile telecoms operator.

Vodafone AirTouch's Commitment to Employees

Vodafone AirTouch has committed to the following:

*  To  continue  with Mannesmann's own plans for  floating  the
   engineering and automotive businesses

*  To  retain  a  controlling interest  in  Mannesmann's  fixed
   telecoms businesses

*  No redundancies as a result of the transaction

*  Maintenance of a co-determined Supervisory Board,  including
   employee representatives

*  Retention  of  all rights of employees, unions and  workers'
   councils

In  addition,  Dusseldorf  will  remain  the  headquarters  for
Mannesmann  and there will be a strong commitment to Dusseldorf
in the future.

Further Details of the Offer

The timetable for the Offer is as follows:

*  Offer commences - 24 December 1999

*  Vodafone  AirTouch Extraordinary General Meeting to  approve
   the Offer - 11.00 am on 24 January 2000

*  Closing date for the Offer - 7 February 2000

The  Offer is being conducted in accordance with the provisions
of   the  German  Takeover  Code.   In  accordance  with  those
provisions, once the Offer has closed and if Vodafone  AirTouch
has  obtained control, Vodafone AirTouch will re-open the Offer
for acceptances for a minimum of five trading days.

The  Offer  is  no longer conditional upon clearance  from  the
European Commission.

This  press  release  should be read in  conjunction  with  the
International Offer Document.

Enquiries:

Vodafone AirTouch
Terry  Barwick,  Director of  Corporate  Affairs            
[phone]
Melissa  Stimpson,  Senior Investor  Relations  Manager     
[phone]
Mike  Caldwell,  Corporate  Communications  Director        
[phone]

Goldman Sachs International
Scott  Mead                                    
+44  (0)171  774 1000
Simon  Dingemans                               
+44  (0)171  774 1000

Warburg Dillon Read
Warren  Finegold                               
+44  (0)171  567 8000
Mark  Lewisohn                                 
+44  (0)171  567 8000

Tavistock Communications
Lulu  Bridges                                  
+44  (0)171  600 2288
William  Cooper                                
+44  (0)171  600 2288


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.
Any  offer  in  the United States will only be 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  when  and if it is declared effective  by  the  U.S.
Securities  and  Exchange Commission because  it  will  contain
important information relating to the Offer.  Such persons will
be able to inspect and copy any 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,  Vodafone
AirTouch will make the registration statement, if and  when  it
becomes   effective,   available   for   free   to   Mannesmann
Shareholders in the United States.
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).

The  International Offer Document published today  incorporates
the  Vodafone AirTouch share price as at 17 December 1999,  the
latest  practicable date prior to printing.  The EUR:£ exchange
rate used is EUR1.59395:£1.

The  proportion of proportionate POPs contributed by Mannesmann
is  calculated  by  comparing Mannesmann's  proportionate  POPs
(including those of Orange) with the total of Mannesmann's  and
Vodafone  AirTouch's proportionate POPs, before elimination  of
countries in which both companies have an interest (such as the
United Kingdom).

The proportions of the Combined Group owned by the shareholders
of Mannesmann and Vodafone AirTouch respectively are calculated
on  the  basis  of  517.8 million Mannesmann  Shares  and  31.1
billion Vodafone AirTouch Shares.