But Mannesmann shares slipped to below 200 euros on disappointment that thebid, at a premium of around 18 per cent to the stock price on Friday, didnot include any cash.

Vodafone Chief Executive Chris Gent appealed directly to Mannesmann'sshareholders after the German group's Chief Executive Klaus Esser statedthat he wanted no further talks.

"This is the only way we can present Mannesmann shareholders with the optionof investing in the world's leading, international mobile telecommunicationscompany," Gent said.

Winning Mannesmann will confirm Vodafone's leadership of a fast deregulatingand booming European mobile phone market-one of the world's biggest growthindustries.

The headline price does not include Mannesmann's debt of around 23 billioneuros, and banking sources said Vodafone was seeking to raise a record 23billion pound ($37.2 billion) syndicated loan to help refinance its debtobligations. Vodafone, which wants to win control over prized joint venturesin Germany and Italy, has presented its bid to Mannesmann's supervisoryboard, which it hopes will help Vodafone win over the German company'smanagement. The supervisory board, which includes industry heavyweights suchas Henning Schulte-Noelle, the chairman of insurer Allianz AG, and DeutscheBank's managing board member Josef Ackermann, started a key meeting onFriday under a blanket of silence.

The 21 members declined to comment and a Mannesmann spokesman would not shedlight on when the company would respond to Vodafone's move.

"We live in hope that having given further consideration they will come backand we might be able to make this a recommended offer," Gent said.

Stung into action by the German group's $32 billion bid for its domesticarch-rival Orange, UK-based Vodafone could make corporate history inGermany, which has yet to see a successful hostile bid by a foreign company.The offer - which is expected to be rejected by the German company and setthe scene for a high profile and bitter bid battle-came in midway betweenexpectations of 230 to 250 euros and Gent declared it was "full, fair andfinal".

The bid price is pitched at a premium of 57 per cent over Mannesmann's shareprice when it bid for Orange in October.

"The bid price values Mannesmann fairly and first impressions are that it isnot unduly dilutive to Vodafone shareholders providing the management canachieve the synergies thet expect," said Graham Wood, head of UK andEuropean Equities at investment house Standard Life Investments.

Standard Life holds a stake of just over 2 per cent in Vodafone and 0.25percent of Mannesmann.

Although the price of Vodafone's bid was below some analyst expectations, itsent the British-based giant's shares lower.

By late morning, the stock was some 3 per cent weaker at 276-1/2P, valuingthe bid at around 233 euros per share.

Shares in Mannesmann jumped in pre-market business, opening at 211 euros inFrankfurt, up from Thursday's close of 207.50. But the stock later slipped9.4 euros to 198.1 in nervous trade.

Vodafone said the bid would dilute earnings before interest,tax,depreciation and amortisation (EBITDA) by just under 10 per cent in thefirst year.

Telecoms analysts believe Vodafone has a reasonable chance of winning overMannesmann's shareholders.

"The bid's chances of success are finely balanced. My feeling is the oddsare marginally in favour of a victory for Vodafone," Mandeep Singh, telecomsanalyst at ABN AMRO, told Reuters Television.

The combined group would be the world's leading international mobile phonecompany with over 42 million customers.

The offer will be 53.7 Vodafone AirTouch shares for each Mannesmann share.Under the terms, Mannesmann shareholders would own approximately 47.2percent of the combined group.

In effort to appease Mannesmann's powerful workforce, which is representedon the group's supervisory board, Vodafone reiterated that it planned noredundancies and that employees would benefit from enhanced growth prospects.Speculation has risen that Mannesmann might seek the help of a white knight- a friendly third party to outbid Vodafone. British Telecommunications Plc,MCI WorldCom and SBC Communications Inc have all been tipped.

Vodafone has said it expected the deal to generate after tax cash flowbenefits of at least 500 million pounds in 2003 and 600 million in 2004.Under British competition rules, Vodafone cannot own two mobile phonecompanies. So if it wins Mannesmann, it plans to demerge Orange. It alsoplans to float around 20 percent of Mannesmann's fixed line telecomsbusinesses in 18 months.

The German group's engineering business would be spun off and listed, inline with Mannesmann's existing plans.