Statement re PrimeCo

VODAFONE AIRTOUCH PLC
3 August 1999


VODAFONE  AIRTOUCH  AND  BELL  ATLANTIC ANNOUNCE  THE  ALLOCATION  OF
                          PRIMECO ASSETS

Vodafone  AirTouch  Plc  (NYSE: VOD) and  Bell  Atlantic  Corporation
(NYSE:  BEL) today announced that they have entered into an agreement
to   restructure  their  ownership  interests  in  PrimeCo   Personal
Communications, based in Westlake, TX, a partnership that was  formed
by the two companies in 1994.

Under terms of this agreement Bell Atlantic will assume ownership  of
PrimeCo operations in five MTAs - Richmond, VA, New Orleans, LA,  and
the  Florida  markets  of Jacksonville, Tampa  and  Miami.   Vodafone
AirTouch  will  take  over operations in five  MTAs  -  Chicago,  IL,
Milwaukee,  WI,  and  the Texas markets of Dallas,  San  Antonio  and
Houston.  Other terms of the agreement were not disclosed.

Separately, the companies said that they have reached an out-of-court
settlement  of  all  litigation currently pending before  the  United
State  District  Court  for  the  Northern  District  of  California,
relating  to  their  TomCom  limited  partnership.   Terms   of   the
settlement were not disclosed.

The  two  companies expressed appreciation to the PrimeCo  management
team  for  building  one  of the most successful  businesses  in  the
wireless industry.

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 a
billion  people.  For more information, visit the company's web  site
at  www.vodafone-airtouch-plc.com. In  the  United  States,  AirTouch
serves  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.  For more information visit the AirTouch  web
site at www.airtouch.com.

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.

INTERNET USERS: Bell Atlantic news releases, executive speeches, news
media  contacts  and other useful information are available  at  Bell
Atlantic's News Center on the World-Wide Web (http://www.ba.com).  To
receive  news releases by e-mail, visit the News Center and  register
for personalized automatic delivery of Bell Atlantic news releases.

For further information contact:
Terry Barwick, Director of Corporate Affairs, or
Melissa Stimpson, Senior Investor Relations Manager
at the Vodafone AirTouch Investor Relations Department
Telephone: [phone]
or
Jonathan Marshall, Vodafone AirTouch
Telephone: [phone]
or
Jim Gerace, Bell Atlantic
Telephone: [phone]