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Mannesmann Report to Shareholders

20 May 1998

Mannesmann Report to Shareholders
                     Mannesmann in the First Quarter 1998

             Continued Profit Improvement - Good Earnings Outlook

    DUSSELDORF, Germany, May 20 -- Mannesmann AG issued the
following statement today:

    -- Positive development in orders, sales and profit
    -- Particularly strong growth in Telecommunications and Automotive
    -- Further profit improvement expected for 1998
    -- Engineering: Substantial increase
    -- Automotive: Significantly higher
    -- Telecommunications and Tubes & Trading: Further improvement
    -- Capital increase announced for investments in growth areas


    Good start
    Mannesmann got off to a good start in 1998 through strong growth as well
as increased profit.  Orders received (+12%) and sales (+26%) were up
significantly against the previous year.  The profit of ordinary activities
was also higher than in the previous year thanks to the favorable market
development and the achieved market success.  Structural improvements realized
by strictly value-oriented management also had a positive effect.  All sectors
contributed to the profit increase.  Mannesmann also anticipates a higher
profit for the full year 1998.  At the end of March, the number of employees
was up by 8% to approx. 128,900 mainly due to the inclusion of Philips Car
Systems (now VDO Car Communication) and to the continued expansion of
Telecommunications.
    At DM 11.1 bn, orders received in the first quarter exceeded those of the
same period last year by 12%.  Above-average growth was achieved by Automotive
and Telecommunications.  The serial businesses in Engineering also reported
marked order growth.

                                 Jan.-March      Jan.-March        Change
    MANNESMANN                         1998            1997             %
                                        DMm             DMm

    Orders received                  11,127           9,926          + 12
    Sales                             9,969           7,936          + 26
    Domestic sales                    4,691           3,564          + 32
    International sales               5,278           4,372          + 21
    Employees (31.3.)               128,945         119,915           + 8
    Investments                       1,977           2,381          - 17

    All sectors strongly contributed to the 26% sales rise to DM 10 bn.  The
development in Engineering, Automotive and Telecommunications was particularly
good.  Telecommunications made up for half of the growth in Germany.  Abroad
Mannesmann increased sales by 21%.

    Profit improvement
    Mannesmann further improved the profit of ordinary activities in the first
quarter of 1998.  All sectors contributed to the increase.  This was due to
the favorable market development, the market success of all sectors and the
persistently implemented structural improvements.  Despite the normal
seasonally low billing volume in the first quarter, Engineering reported a
profit in the first quarter for the first time in several years.
    Based on the present situation, Mannesmann expects a further profit
improvement for the full year 1998 compared to 1997.
    After the still weak overall profit in 1997, Engineering is expected to
achieve a substantial profit improvement this year.
    Automotive can be assumed to significantly increase profit due to the
positive development at Mannesmann Sachs.
    In Telecommunications, Mannesmann expects the increased profit
contribution from Mannesmann D2 to more than offset the increase in start-up
costs for the international activities planned for 1998.  The start-up costs
of Mannesmann Arcor will decline as planned.
    Tubes & Trading is also expected to further improve on the already good
profit level of the previous year.

    Capital increase
    Mannesmann plans to go ahead with a capital increase following its AGM
which will take place on May 29, 1998. Proceeds to be raised from this capital
increase are intended to amount to approx. DM 3 bn.  Just before the capital
increase, Mannesmann intends to implement a 10 for 1 share split and, at the
same time, to switch to individual share certificates.  This means that
one DM 50 par value share will be converted into ten individual share
certificates.

    Order intake

    Engineering
                                 Jan.-March      Jan.-March        Change
    ORDERS RECEIVED                    1998            1997             %
    Engineering                         DMm             DMm

    Serial business
      Demag                              24             173          - 86
      Dematic                           618             534          + 16
      Rexroth                         1,384           1,167          + 19
      Krauss-Maffei                     728             511          + 42
        Total                         2,754           2,385          + 15

    Long-term projects
      Demag                           1,144           1,332          - 14
      Dematic                           415             439          -  5
      Rexroth                            --              --            --
      Krauss-Maffei                     219             131          + 67
      Total                           1,778           1,902           - 7

    Total                             4,532           4,287          +  6

    At DM 4.5 bn, order intake in Engineering was up by 6% on the previous
year's level.  Serial businesses expanded by 15% to DM 2.8 bn.  Above-average
growth in order intake was reported by Cranes and Handling Equipment at
Dematic and Brueninghaus Hydromatik (drive hydraulics) at Rexroth.  In
long-term projects (-7%), the decline in orders received by Metallurgy as well
as Energy and Environmental Technology could not be offset by the increase at
Petrochemicals and Refinery (KTI) and the doubling of orders in Defence
Engineering.  All divisions contributed to the 6% increase in order backlog to
about DM 20 bn.
    Adjusted for Plastics Machinery, which was deconsolidated in January 1998,
order intake at Mannesmann Demag was down by 13% against the previous year's
level.  While orders declined at Metallurgy (-32%) and Energy and
Environmental Technology (-20%), KTI succeeded in boosting its order intake
by 16%.
    Orders received by Mannesmann Dematic matched the previous year's high
level even without taking into account the new activities at Colby Engineering
(Australia) and Crane America Service (USA).  While, on a comparable basis,
the order intake in Systems Engineering fell by 10%, Cranes and Handling
Equipment reported a 21% increase.
    Supported by the positive development in the mechanical engineering
sector, Mannesmann Rexroth boosted its order intake in the first quarter 1998
by 19%.
    The first-time consolidation of Uchida (Japan) accounted for five
percentage points of the overall growth.  Rexroth Hydraulics,  Brueninghaus
Hydromatik, Deutsche Star and Rexroth Mecman achieved marked increases.
    35 percentage points of the increase in orders received by Krauss-Maffei
(+48%) were accounted for by the inclusion of the plastics machinery
activities from Mannesmann Demag which was due to the foundation of the new
business unit Mannesmann Plastics Machinery.  Thanks to a major order from the
German armed forces, orders received by Defence Technology more than doubled.

    Automotive
    Automotive increased its order intake by 31% to DM 2.7 bn.
    The consolidation of Philips Car Systems contributed 36 percentage points
to the rise in orders at Mannesmann VDO.  Information Systems for Passenger
Cars, Control Systems and Cockpit Systems showed a particularly strong
development.
    Adjusted for the effects of portfolio optimization, orders at Mannesmann
Sachs rose by 11%.  The previous year's figures for Rubber Metal Parts were
exceeded by 33% on a comparable basis and for Gas Springs by 11%.  At 10%
each, the original equipment business for shock absorbers, clutches and torque
converters as well as the aftermarket business also produced double digit
growth rates.

                                 Jan.-March      Jan.-March        Change
    ORDERS RECEIVED                    1998            1997             %
    Mannesmann                          DMm             DMm

    Demag                             1,168           1,505          - 22
    Dematic                           1,033             973          +  6
    Rexroth                           1,384           1,167          + 19
    Krauss-Maffei                       947             642          + 48
      Engineering                     4,532           4,287          +  6

    VDO                               1,634           1,082          + 51
    Sachs                             1,064             983          +  8
    Automotive                        2,698           2,065          + 31
    Mobilfunk                         1,596           1,189          + 34
    Arcor                               380             228          + 67
    Eurokom                               0               0            --
      Telecommunications              1,975           1,417          + 39

      Tubes & Trading                 1,675           1,907          - 12

      Other Companies                   265             266             0

          Total                      11,145           9,942          + 12

      ./. Intercompany orders            18              16          + 13

      MANNESMANN                     11,127           9,926          + 12

    Telecommunications
    At the end of March 1998, approx. 4.04 million customers were using the
D2 network of Mannesmann Mobilfunk.  On average, about 165,000 net new
customers per month were added in the first quarter 1998, around 17% more than
in the fourth quarter of 1997.  The prepaid tariff D2-CallYa, introduced in
October 1997, contributed significantly to this development in the first
quarter of 1998, accounting for 18% of gross additions.  The high percentage
of 24-month contracts and the increased customer loyalty activities by
Mannesmann D2 led to a decline in the average monthly churn rate in the first
quarter to 1.1%.  By the end of March, the number of roaming partners had
risen to 97 in 66 countries.
    In January 1998, Mannesmann Mobilfunk added the fixed-network product
D2-Arcor//Town to Town, offered by its sister company Mannesmann Arcor, to its
product range.  This product allows our customers to make regional, long
distance and international calls from their home telephone at favorable rates.
All calls where the number dialed begins with a "0" are automatically billed
according to the Town to Town tariff and appear on the D2-bill.  Mannesmann
Mobilfunk's customer telephone assistance is also available free of charge to
fixed network subscribers.
    Mannesmann Arcor successfully launched its private customer business in
the first quarter of 1998.  Already in March, more than five million minutes
of call time per working day were routed through the Arcor network.  Arcor
continued to develop its indirect sales activities, raising the number of
retail partners to about 1,200 by the end of March.
    The international activities managed by Mannesmann Eurokom continued to
develop positively.  Omnitel Pronto Italia boosted the number of its
subscribers in the first quarter of 1998 to over three million.  In February,
the fixed network telephone company Infostrada received a license for voice
telephony and for building and operating a fixed network infrastructure.  In
April, Infostrada obtained the right-of-way along the 16,000 km rail network
owned by the Italian railway Ferrovie dello Stato.  In addition, Infostrada
acquired the right to use the approx. 2,000 km fibre-optic network owned by
the Italian railway.  At SFR, the French mobile telephone company, the number
of subscribers was increased by about 350,000 in the first quarter of 1998 to
over 2.5 million.  In the wireline business, the subsidiary responsible for
private customers, Cegetel 7, had acquired some 140,000 subscribers by March.
At Cegetel Entreprises, the provider of voice and data services for corporate
customers, the order intake remained on a high level.  At the end of January
1998, Cegetel signed a letter of intent with Canal+, America Online and
Bertelsmann on a joint entry into the Internet market for private customers.

    Tubes & Trading
    The 12% decline in orders received by Tubes & Trading was mainly due to
the marked reduction in demand for large diameter pipes which in the previous
year had been very high mainly due to a large Russian order.  By contrast,
cold-finished tubes, welded hot-rolled tubes, press fittings and steel
cylinders developed much better than in the first quarter of 1997.

    Sales
    Mannesmann boosted sales in the first quarter 1998 by 26% to DM 10 bn.
Changes in Group consolidation, in particular the addition of Philips Car
Systems (PCS), accounted for six percentage points of the increase.
Telecommunications was responsible for approx. half the increase of DM 1.1 bn
in domestic business (+32%).  Foreign sales were up by 21%.

                                 Jan.-March      Jan.-March        Change
    SALES                              1998            1997             %
    Engineering                         DMm             DMm

    Serial business
      Demag                              26             146          - 82
      Dematic                           451             360          + 25
      Rexroth                         1,249             994          + 26
      Krauss-Maffei                     624             365          + 71
      ./. Intercompany sales           - 41            - 40           + 3
        Total                         2,309           1,825          + 27

    Long-term projects
      Demag                             699             614          + 14
      Dematic                           299             216          + 38
      Rexroth                            --              --            --
      Krauss-Maffei                     173             154          + 12
        Total                         1,171             984          + 19

             Total                    3,480           2,809          + 24

    The sales growth in Engineering was driven by Krauss-Maffei, Dematic and
Rexroth.

                                 Jan.-March      Jan.-March        Change
    SALES                              1998            1997             %
    Mannesmann                          DMm             DMm

    Demag                               725             760           - 5
    Dematic                             750             576          + 30
    Rexroth                           1,249             994          + 26
    Krauss-Maffei                       797             519          + 54
      Engineering                     3,480           2,809          + 24

    VDO                               1,604           1,016          + 58
    Sachs                             1,053             948          + 11
      Automotive                      2,654           1,960          + 35

    Mobilfunk                         1,596           1,189          + 34
    Arcor                               380             228          + 67
    Eurokom                               0               0            --
      Telecommunications              1,975           1,417          + 39

      Tubes & Trading                 1,629           1,532           + 6
      Other Companies                   330             314           + 5
        Total                        10,068           8,032          + 25

      ./.Intercompany sales
         between sectors                 99              96           + 3

      External sales MANNESMANN       9,969           7,936          + 26

      Domestic sales                  4,691           3,564          + 32

      Foreign sales                   5,278           4,372          + 21

    Note:  Because of interdivisional sales the sum of divisional sales in the
           Engineering, Automotive and Telecommunications sectors does not
           equal total sales for the respective sector.

    On a comparable basis, sales at Mannesmann Demag rose by 17%.  While no
major orders were invoiced at Petrochemicals and Refinery in the first quarter
1998, Metallurgy and Compressors achieved growth rates of 56% and 35%,
respectively.
    The sales increase at Mannesmann Dematic was particularly driven by Cranes
and Handling Equipment, Mobile Cranes and Systems Engineering, which reported
increases of between 33% and 38%.  The newly acquired companies contributed a
total of six percentage points to the increase.
    Adjusted for the first-time consolidation of Uchida, sales at Mannesmann
Rexroth were up by 19%.  Domestic sales rose by an above-average 25% while
foreign sales climbed 16%.
    Sales at Krauss-Maffei (+54%) expanded by 35 percentage points due to the
takeover of the plastics machinery activities from Demag.  Invoicing at
Defence Technology rose by 6%.
    In Automotive, Mannesmann VDO boosted sales by 58%, adjusted for the
addition of PCS by 19%.  The domestic companies expanded their sales more
strongly (+23%) than the foreign companies (+12%).  Adjusted for changes in
consolidation, sales at Mannesmann Sachs rose by 15%.  Sales in the whole OEM
business also grew by 15%.
    In Telecommunications, Mannesmann D2 posted first-quarter sales of about
DM 1.6 bn with an average number of subscribers of 3.8 million.  This puts the
average total monthly revenue (including terminals business) per subscriber at
about DM 140.
    At Mannesmann Arcor, about half of the 67% sales growth compared with the
same period a year ago, is attributable to private customer business.
    The increase in sales at Tubes & Trading was driven, above all, by large
diameter pipes and cold-finished tubes as well as by the Brazilian subsidiary.


    Employees
    At the end of March 1998, the number of employees in the Group
totaled 128,945.  Changes in Group consolidation -- in particular the
inclusion of Philips Car Systems and Uchida (Japan) -- alone added a net total
of approx. 6,800 employees.

                                  March 31,       March 31,        Change
    EMPLOYEES                          1998            1997             %

    Demag                            13,647          17,277          - 21
    Dematic                          12,471          11,907          +  5
    Rexroth                          20,605          18,981          +  9
    Krauss-Maffei                     8,962           6,466          + 39
      Engineering                    55,685          54,631          +  2

    VDO                              22,240          15,964          + 39
    Sachs                            18,150          17,263          +  5
      Automotive                     40,390          33,227          + 22

    Mobilfunk                         6,158           5,029          + 22
    Arcor                             7,553           7,269          +  4
    Eurokom                             256             251          +  2
      Telecommunications             13,967          12,549          + 11

      Tubes & Trading                15,104          15,562          -  3

      Other Companies                 3,799           3,946          -  4

      MANNESMANN                    128,945         119,915          +  8

      Domestic companies             81,270          79,266          +  3

      Foreign companies              47,675          40,649          + 17

    Reductions in the number of employees due to adjustments at Demag and at
Tubes & Trading were countered by staff additions in the other Group sectors.
Personnel expenses rose by 8% to approx. DM 2.7 bn.  The 4% rise in personnel
expenses in Germany was mainly due to staff additions as well as increases in
payments and social contributions.  Abroad (+19%), the effects of staff
additions and exchange rate fluctuations were felt.

    Investments
    The decline in investments of 17% to about DM 2 bn was solely the result
of the special effects of the first-time consolidation of Arcor (DM 1.8 bn)
last year. This year, by contrast, only DM 1.2 bn was included for the first
time, mainly from Philips Car Systems and Uchida.

                                 Jan.-March      Jan.-March        Change
    INVESTMENTS                        1998            1997             %
                                        DMm             DMm

    Demag                                42              12         + 250
    Dematic                              39              47         -  17
    Rexroth                             131              30         + 337
    Krauss-Maffei                        10               9         +  11
      Engineering                       222              98         + 127

    VDO                               1,098              51            --
    Sachs                               160              40         + 300
      Automotive                      1,258              91            --

    Mobilfunk                           139             135         +   3
    Arcor                               180           1,900         -  91
    Eurokom                             105              75         +  40
      Telecommunications                424           2,110         -  80

      Tubes & Trading                    54              39         +  38

      Other Companies                    19              43         -  56

      MANNESMANN                      1,977           2,381         -  17


    NOTE:  "THE INTERNATIONAL OFFERING CONSISTS OF A PUBLIC OFFERING OF SHARES
IN GERMANY AND AN INTERNATIONAL PRIVATE PLACEMENT OF SHARES TO QUALIFIED
INSTITUTIONAL BUYERS ABROAD.  THE PRIVATE PLACEMENT OF SHARES IN THE UNITED
STATES WILL BE MADE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT OF 1933."
    "THE FORWARD-LOOKING STATEMENTS SET FORTH IN THIS DOCUMENT ARE STATEMENTS
WITH RESPECT TO FUTURE DEVELOPMENTS MADE ON THE BASIS OF THE CURRENT GENERAL
ECONOMIC ENVIRONMENT AND EXISTING COMPANY-SPECIFIC CONDITIONS.  THE COMPANY
HAS NO DUTY TO UPDATE SUCH STATEMENTS.  ACTUAL FUTURE PERFORMANCE, RESULTS AND
TRENDS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN SUCH STATEMENTS DUE TO
THE OCCURRENCE OF UNANTICIPATED EVENTS OR DIFFICULTIES RELATING TO GLOBAL
INTEGRATION OR OTHER PROJECTS, CHANGES IN CURRENCY EXCHANGE RATES, CHANGING
ECONOMIC AND COMPETITIVE CONDITIONS, TECHNOLOGICAL DEVELOPMENTS OR OTHER
BUSINESS-RELATED RISKS AND UNCERTAINTIES."
    "THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA
AND SHOULD NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A
GENERAL CIRCULATION IN THE UNITED STATES.  THIS DOCUMENT DOES NOT CONSTITUTE
AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES.  IN
ADDITION, THE SECURITIES OF MANNESMANN AG WILL NOT BE OR HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED,
SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT FROM
REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE STATES SECURITIES LAWS."