New Wireless Business

VODAFONE AIRTOUCH PLC
21 September 1999



   BELL ATLANTIC AND VODAFONE AIRTOUCH TO FORM NEW U.S. NATIONAL
                        WIRELESS COMPETITOR

          With GTE, Will Create Coast-to-Coast Footprint
            Serving Largest U.S. Wireless Customer Base



MEDIA CONTACTS:

     Bell Atlantic:                               Vodafone AirTouch:
     Susan Kraus                                  Tim Brown
     [phone]                               44 16 353-3251
     
     Jim Gerace                                   Melissa Stimpson
     [phone]                               44 16 353-3251

                                                  Tavistock Communications:
                                                  Lulu Bridges
                                                  44 171 600-2288


                                 
     NEW YORK and LONDON, September 21, 1999 -- Bell Atlantic Corp.
(NYSE:BEL)  and  Vodafone  AirTouch Plc (LSE:VOD;  NYSE:VOD)  today
announced that they have reached a definitive agreement to create a
new  wireless business - with a national footprint, a single  brand
and  a common digital technology - composed of Bell Atlantic's  and
Vodafone AirTouch's U.S. wireless assets.
     Including  GTE's  wireless assets, the new  business,  with  a
value in excess of $70 billion, will serve approximately 20 million
wireless customers and 3.5 million paging customers throughout  the
United  States, making it by far the largest wireless  business  in
the  country.   The  new enterprise will have a footprint  covering
more  than  90% of the U.S. population, and 49 of the top  50  U.S.
wireless markets, with 254 million gross POPs.
     The  new  wireless business combines assets from Bell Atlantic
Mobile,  AirTouch  Cellular,  PrimeCo Personal  Communications  and
AirTouch  Paging.  It will be further strengthened by the  addition
of  the  cellular and PCS assets of GTE Corp. (NYSE:GTE), which  is
expected to complete its merger with Bell Atlantic in approximately
the  first  quarter of 2000.  Bell Atlantic-GTE will  own  55%  and
Vodafone  AirTouch will own 45%.  The companies expect to  complete
the wireless transaction in six to 12 months.
     The  agreement also provides that Bell Atlantic  and  Vodafone
AirTouch will work together on global business synergies,  such  as
coordinated  handset  and  equipment  purchases,  global  corporate
account programs, global roaming agreements, and development of new
services, technologies and applications.
     Ivan  Seidenberg, chairman and chief executive officer of Bell
Atlantic  said,  'Through this combination,  we  are  creating  the
leading  wireless business in the United States.  This is a logical
fit,  naturally  uniting our U.S. properties and strong  management
teams,  and  enhancing the benefits of Bell Atlantic's merger  with
GTE.
     'The launch of this great new enterprise is superbly timed  to
capitalize on a historic trend which is altering the future of  the
telecommunications  industry - the adoption of  wireless  into  the
mainstream of American life.'
     Vodafone  AirTouch  Chief Executive Chris  Gent,  said,  'This
agreement represents a major step forward in our U.S. strategy.  In
a  market  where penetration levels are relatively low  but  growth
looks  set to take off, gaining a nationwide footprint with  common
technology   is  of  paramount  importance  in  order   to   remain
competitive.
     'By  participating in the creation of what will be the largest
and  best  wireless business in the U.S., eliminating the cost  and
complications of alternative routes to national coverage and  which
should be accretive to proportionate EBITDA from the beginning,  we
expect to maximise value for our shareholders.
     'In  addition, the new business will achieve further  benefits
from close cooperation with our other operations around the world.'
     GTE  Chairman  and Chief Executive Officer Charles  Lee  said,
'The  addition of Vodafone AirTouch's U.S. domestic wireless assets
will  greatly accelerate the execution of Bell Atlantic's and GTE's
strategy  to bring a new, national full-service competitor  to  the
U.S.  telecommunications industry.  The national coverage  area  of
the  new business, with a solid presence on both coasts as well  as
in  the Midwest and the South, significantly increases the area  in
which  Bell  Atlantic-GTE  will offer both  wireline  and  wireless
services.   It  will  increase our opportunity to  offer  customers
around  the country a full bundle of communications services.   The
result will be increased competition for other national players and
the creation of an engine for industry-leading growth.'

     The boards of directors of Bell Atlantic and Vodafone AirTouch
have  approved the transaction.  The board of directors of GTE  has
voted  in  consent of the transaction consistent  with  its  rights
under  GTE's  merger of equals agreement with Bell  Atlantic.   The
Bell  Atlantic-Vodafone AirTouch wireless agreement  and  the  Bell
Atlantic-GTE  merger are independent transactions.  The  completion
of one is not contingent upon completion of the other.
     
Benefits of the Wireless Business
     The  new  wireless  business,  together  with  GTE's  wireless
properties,  will  have the national scale  and  scope  to  realize
revenue enhancements, cost savings and capital efficiencies,  which
Bell  Atlantic  estimates has a net present value of  approximately
$7.4   billion.   Vodafone  AirTouch  also  believes  that  revenue
enhancements,  cost  savings  and  capital  efficiencies  will   be
significant.  Incremental revenue growth is expected to  be  driven
by a new national brand and enhanced product innovation.
     The  companies  expect  the new business  to  achieve  expense
savings  through  reduced roaming costs, lower customer  churn  and
increased economies of scale in transport, billing volumes, handset
purchases  and advertising.  Combining the properties' common  CDMA
(Code  Division-Multiple  Access) technology  platforms  will  also
yield  capital  efficiencies, simplified integration  and  superior
network quality.
     The  new  wireless enterprise will offer products and services
on  a  national basis under a name consistent with the overall  re-
branding  of  the combined Bell Atlantic-GTE.  It will  also  offer
enhanced  value for both consumers and businesses, including  flat-
rate  coast-to-coast pricing plans and the accelerated  rollout  of
next-generation, advanced wireless data services.
     
Headquarters, Board and Management
     The  Bell Atlantic-Vodafone AirTouch wireless enterprise  will
be  managed by Bell Atlantic.  The new wireless enterprise's  board
will have seven members, with four designated by Bell Atlantic  and
three  by Vodafone AirTouch.  Mr. Seidenberg and Mr. Gent  will  be
board  members.  Once the Bell Atlantic-GTE merger closes, Mr.  Lee
will also become one of the seven board members.
     Bell Atlantic will nominate the chief executive officer of the
wireless enterprise, and Vodafone AirTouch will nominate one  other
significant officer, initially the chief financial officer.   Other
leaders  of  the new business will be chosen from among  the  three
companies.    Headquarters  will  be  located  in  the   New   York
metropolitan area.
     
     
Approval Process
     The transaction will require expiration of the applicable Hart-
Scott-Rodino  waiting  period and approval  by  various  regulatory
authorities.  The companies will explore various options to address
overlapping  properties, estimated to amount to 3 million  wireless
customers and approximately
49 million POPs after the addition of the GTE properties.
      The  transaction  will  also  require  the  approval  of  the
shareholders of Vodafone AirTouch.  It will also be subject to  the
receipt  of  an  exemptive order from the Securities  and  Exchange
Commission   or   other  satisfactory  resolution   regarding   the
application of the 1940 Investment Company Act to Vodafone AirTouch
and AirTouch Communications, Inc.
     
Finance and Accounting
     Bell  Atlantic will consolidate the revenues and  expenses  of
the  new  wireless  business into its financial  results,  and  the
transaction will be accounted for as a purchase.  Vodafone AirTouch
will  use  equity  accounting  for  its  interest,  recognizing   a
proportionate share of the wireless enterprise's results  based  on
its ownership interest.
     Vodafone  AirTouch and Bell Atlantic have agreed to a dividend
policy  for the first five years of the combined wireless  business
such  that  70% of adjusted net income (after payment of taxes  but
before deduction of goodwill amortization), will be distributed  as
dividends  provided  that  certain credit  ratios  are  maintained.
After the five-year period, the board will evaluate future dividend
policies.
     The  new  business will initially assume or incur  up  to  $10
billion  in  existing  and new debt.  Vodafone AirTouch's  recourse
debt is expected to decline by $4.5 billion.
     Vodafone AirTouch can elect to sell shares through an IPO in a
company formed to hold ownership interests in the wireless business
at  any time after three years from the closing of the transaction.
In  addition,  if Bell Atlantic were to initiate an IPO  (which  it
could  do  any  time after the close), Vodafone  AirTouch  will  be
entitled to pro rata participation.
     Vodafone  AirTouch can also choose to put up  to  $20  billion
worth  of  its  interest to Bell Atlantic or the wireless  business
between three to seven years from the closing of the transaction.
     Merrill  Lynch  & Co., Inc. and Warburg Dillon Read  acted  as
financial advisors and provided fairness opinions to Bell Atlantic.
Goldman,  Sachs  & Co. acted as financial advisor  and  provided  a
fairness  opinion  to  Vodafone  AirTouch.   Chase  Securities  and
Salomon Smith Barney acted as financial advisors to GTE.
     More  details on the assets being contributed by the companies
are included in the attached table.


Bell Atlantic
     Bell  Atlantic  is at the forefront of the new  communications
and  information  industry.  With more than  43  million  telephone
access  lines  and  10 million wireless customers world-wide,  Bell
Atlantic companies are premier providers of advanced wireline voice
and  data  services, market leader in wireless  services,  and  the
world's  largest publishers of directory information. Bell Atlantic
companies  are  also among the world's largest investors  in  high-
growth   global   communications  markets,  with   operations   and
investments in 23 countries.

Vodafone AirTouch

     Vodafone AirTouch, based in the United Kingdom, is the world's
largest mobile telecommunications company. It has mobile operations
in  23  countries  on five continents, with more  than  28  million
proportionate customers. Its ventures cover a population of  nearly
900 million people.  In the United States, Vodafone AirTouch serves
9 million proportionate cellular and PCS customers in 24 states and
22  of the top 30 U.S. markets, including Atlanta, Chicago, Dallas,
Detroit,  Houston, Los Angeles, Phoenix, San Diego,  San  Francisco
and Seattle.
     
GTE

     With  1998 revenues of more than $25 billion, GTE is a leading
telecommunications  provider with one of  the  industry's  broadest
arrays of products and services. In the United States, GTE provides
local  service in 28 states and wireless service in 17  states,  as
well  as  nationwide long-distance, directory, and  internetworking
services  ranging from dial-up Internet access for residential  and
small-business consumers to Web-based applications for Fortune  500
companies.  Outside  of  the  United  States,  the  company  serves
customers  on  five  continents.  For more information  about  GTE,
contact Peter Thonis at [phone].
     
     Visit www.bellatlantic.com, www.vodafone-airtouch-plc.com  and
www.gte.com for information about Bell Atlantic, Vodafone  AirTouch
and GTE.
     
     NOTE:   This press release contains statements about  expected
future  events  and financial results that are forward-looking  and
subject to risks and uncertainties.  For those statements, we claim
the  protection  of the safe harbor for forward-looking  statements
contained in the Private Securities Litigation Reform Act of  1995.
Discussion  of factors that may affect future results is  contained
in our recent filings with the Securities and Exchange Commission.
     .
    Selected Financial and Operating Information on the Assets
   Being Contributed by Vodafone AirTouch, Bell Atlantic and GTE

                   Vodafone AirTouch(a)      Bell Atlantic            GTE (b)
                     Yr Ended   6 mths  Yr Ended    6 mths       Yr         6
                                 Ended               Ended    Ended      mths
                                                                        Ended
                     31/12/98  30/6/99  31/12/98   30/6/99 31/12/98   30/6/99
                                                                             
US GAAP BASIS ($mm)                                                          
                                                                             
Revenues               $4,696   $2,447    $3,505    $1,934   $3,786    $2,036
                                                                             
Operating Profit         $901     $444      $799      $371     $916      $434
                                                                             
Operating Profit                                                             
  incl Equity in
  Net Income
of Unconsolidated                                                            
  Wireless Systems       $830     $455      $611      $306     $967      $459
                                                                             
Total Assets          $14,860  $14,980    $5,781    $6,231   $6,840    $6,903
                                                                             
                                                                             
PROPORTIONATE DATA                                                           
                                                                             
Proportionate                                                                
  Wireless                                                                   
  Subscribers           8,656    9,295     6,541     7,088    6,718     7,016
                                                                             
Proportionate                                                                
  Paging                                                                     
  Subscribers           3,422    3,511         -         -        -         -
                                                                             
Proportionate                                                                
  Revenues             $4,882   $2,636    $3,665    $2,097   $4,220    $2,141
                                                                             
Proportionate                                                                
  EBITDA               $1,812     $954    $1,216      $640   $1,457      $760
                                                                             

(a)  Pro  Forma  for  acquisition of New Vector,  CommNet  and  25%
     PrimeCo interest of MediaOne

(b) Pro  Forma  for  acquisition of Ameritech  Cellular  properties
    announced April 5, 1999

Note:   Information  on a UK GAAP basis will be  available  when  a
Circular is distributed to Vodafone AirTouch shareholders.