Reaction to Mannesmann's Valuations

Vodafone AirTouch PLC
8 December 1999


 Vodafone AirTouch surprised by Mannesmann's valuations

Vodafone  AirTouch  has  noted  the  comments   made   by
Mannesmann  at  its  Press Conference this  afternoon  in
which it again rejected the proposed merger with Vodafone
AirTouch  on  the  grounds  of  valuation  and  strategy.
Vodafone  AirTouch  finds  this  rejection  disappointing
particularly given the positive reaction to its proposals
that   Vodafone  AirTouch  has  received  from  many   of
Mannesmann's   shareholders   both   in    Germany    and
internationally.

Vodafone  AirTouch  is  surprised  that  Mannesmann   has
provided   no  justification  for  the  ever   increasing
valuations it places on itself.  It now values Mannesmann
at  over  e350 per share.  Six weeks ago, Mannesmann  was
willing to issue 117 million Mannesmann shares at  around
e155  per share to fund the acquisition of Orange.   This
is  less than half the price it now claims to be the fair
value of its shares.

Vodafone AirTouch and Mannesmann are leading participants
in the same industry and pursue similar strategies.  Both
are  strongly placed in the rapidly growing  markets  for
wireless  voice,  data and internet  services.   Vodafone
AirTouch's  offer  is  based on its conviction  that  the
growth  of  both  businesses will be accelerated  if  the
businesses are combined and the strategy executed  in  25
countries  (rather than 7) with 42 million  proportionate
subscribers  (rather than 14 million) and  over  networks
covering a population of over 500 million people  (rather
than 163 million).

Chris  Gent,  the  Chief Executive of  Vodafone  AirTouch
commented:

'Mannesmann  continues to miss the point.   The  question
that Mannesmann consistently fails to address is what  it
can do better by itself than with Vodafone AirTouch.  The
fact  is  that  a combination of Mannesmann and  Vodafone
AirTouch will create a better and faster growing  company
than  either business on its own.  We invite Mannesmann's
shareholders to join in the creation of a European global
leader and share with us in a more prosperous future'.


Enquiries:

Vodafone AirTouch
Terry Barwick, Director of Corporate Affairs
Tim Brown, Investor Relations Director
Melissa Stimpson, Senior Investor Relations Manager
Tel:  [phone]

Goldman Sachs
Scott Mead
Simon Dingemans
Tel:  [phone]

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

Tavistock Communications
Lulu Bridges
William Cooper
Tel:  [phone]



The Offer has not yet commenced.  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  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 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 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.   You 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 effective registration  statement
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.