Stake in PrimeCo Texas Wireless Increased

Vodafone AirTouch PLC
23 December 1999


Dated: 22 December 1999

Bell Atlantic and Vodafone AirTouch Increase Ownership In PrimeCo
                    Texas Wireless Properties

NEW YORK and LONDON -- Bell Atlantic Corp. (NYSE:BEL) and
Vodafone AirTouch Plc (NYSE and LSE: VOD) today announced that
they have increased their ownership in the partnerships that
operate PrimeCo Personal Communications LP's Texas markets by
acquiring the 20 percent interest owned by TXU Communications for
$357 million.

The transaction is expected to close in January 2000.  At
closing, Bell Atlantic and Vodafone AirTouch together will own
100 percent of the licenses for the Texas markets -- Dallas/Fort
Worth, San Antonio and Houston -- which cover 20.7 million POPs,
or population served.

Bell Atlantic and Vodafone AirTouch intend to contribute
their respective ownership interests in the Texas markets to
their new national wireless venture.  The new venture will
combine 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., to create the largest wireless company in
the country.
                          
PrimeCo was formed in October 1994 to provide advanced
wireless digital communications services.  One of the fastest-
growing PCS companies in the wireless industry, PrimeCo generated
revenue growth of 59 percent and operating income growth of 48
percent in the third quarter of 1999.  During the same period
subscribers grew to more than 1.2 million.  PrimeCo is a limited
partnership owned by Bell Atlantic and Vodafone AirTouch.  TXU
Communications bought a minority interest in the Texas
partnerships in May 1995.
                           
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 worldwide, Bell
Atlantic companies are premier providers of advanced wireline
voice and data services, market leaders 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 24 countries on five continents, with more than 31
million proportionate customers at the end of September, 1999.
In the United States, AirTouch serves more than 9 million
proportionate cellular and PCS customers in 25 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.

PrimeCo Personal Communications

PrimeCo Personal Communications, which is owned by Vodafone
AirTouch and Bell Atlantic, provides digital wireless service in
more than 35 major cities in Alabama, Florida, Illinois,
Louisiana, Texas, Virginia and Wisconsin. The company has PCS
licenses covering about 60 million potential customers in 10
major trading areas and has 3,300 employees. At the end of the
third quarter 1999, PrimeCo had over 1.2 million subscribers.
PrimeCo phones and service are sold through the company's 120
stores and kiosks, its business-to-business direct sales force,
almost 2,300 indirect retailers and its toll-free telephone sales
line 1(800)PRIMECOSM. The address for PrimeCo's interactive web
site is www.primeco.com.

                    
For further information:

Brian R. Wood       Melissa Stimpson              Kathy Reinhart
Bell Atlantic       Vodafone AirTouch             AirTouch
908-306-7901        01635 33251                   415-658-2042