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RNS Number:0602C
Vodafone AirTouch PLC
7 December 1999


                   Department of Justice Clears
    Bell Atlantic - Vodafone AirTouch U.S. Wireless Combination
                                 
              Companies and GTE Enter Consent Decree
                    To Resolve Market Overlaps

    Key Step in Formation of Leading National Wireless Provider

     WASHINGTON - The U.S. Department of Justice today gave its
approval to the combination of Bell Atlantic Corp. (NYSE: BEL) and
Vodafone AirTouch Plc (LSE: VOD; NYSE: VOD) U.S. wireless
operations, subject to a consent decree that calls for the
resolution of overlapping wireless properties.
     
     The agreement is a major step toward the launch of a new
national wireless competitor next year, which will be further
strengthened by the addition of the domestic cellular and PCS
assets of GTE Corp. (NYSE: GTE), through the pending merger of Bell
Atlantic and GTE.  Including the GTE assets, the new business will
be the largest U.S. wireless company, serving over 21 million
proportionate wireless and 3.5 million paging customers in markets
covering more than 90 per cent of the population.
     
     The companies committed to address overlap issues when they
announced the combination on Sept. 21, 1999.  The resolution will
be accomplished through dispositions of one of two competing
properties in each market where an overlap would be created by the
venture.  The consent decree applies no other conditions to the
transaction.  The companies noted that the process of marketing
overlap properties is already underway.
                                 
     As a general rule, under the decree terms the three companies
plan to eliminate wireless overlaps upon the closing of their
respective transactions.  However, for more than half of the
properties  - which involve cellular to PCS overlaps - the DOJ has
granted additional flexibility to the companies.  In those cases
the companies have until the close of their transactions or June
30, 2000, whichever comes later.  The DOJ also may permit up to two
30-day extensions to the deadline.  Bell Atlantic and Vodafone are
on track to close their transaction six to 12 months from the date
it was announced.  Bell Atlantic and GTE are aiming to complete
their merger around the end of first quarter 2000.
     
     The companies said the terms of the consent decree had been
anticipated and give them time to dispose of the overlap properties
in an orderly manner that will maximize the value of the assets and
minimize the impact on customers. The decree also gives the
companies the opportunity to retain 10 megahertz (MHz) of spectrum
in areas where they choose to sell PCS operations.
     
     The companies said they may swap the overlap operations for
assets in markets where they have no local wireless presence.
     
     The overlapping operations are estimated to serve some 3
million wireless customers in markets covering 49 million POPs.
The conflicted markets are: San Francisco, San Diego, Cleveland,
Phoenix, Albuquerque, Austin, Houston, San Antonio, Chicago,
Seattle, Spokane, Cincinnati, Miami, Tampa, Ft. Myers, Jacksonville
and Pensacola, Fla., Mobile, Ala., Anderson/Greenville, S.C., El
Paso, Tex., Las Cruces, N.M and Norfolk/Richmond, Va.
     
     The consent decree supersedes one reached in May by Bell
Atlantic and GTE with the DOJ concerning overlaps between their
wireless operations.  All of the other necessary regulatory
approvals for the wireless transaction are on track.  The deal will
also be submitted to Vodafone AirTouch shareholders for their
approval and is 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 Plc., and AirTouch Communications, Inc.
                                 

                           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.   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.

                                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.
     
     Visit www.bellatlantic.com, www.vodafone-airtouch-plc.com and
www.gte.com for information about Bell Atlantic, Vodafone AirTouch
and GTE.
     
     
     
For further information, please contact:
     
     
     Tim Brown, Investor Relations Director
     Melissa Stimpson, Senior Investor Relations Manager
     Vodafone AirTouch Plc
     Tel: 44 (0) 1635 33251
     
     
     Lulu Bridges/William Cooper
     Tavistock Communications
     Tel: 44 (0) 171 600 2288
     
     
     Brian R. Wood
     Bell Atlantic
     Tel: 1 908-306-7901

     Susan Kraus
     Bell Atlantic
     Tel: 1 212-395-2355
     
     
     Peter Thonis
     GTE
     Tel: 1 972-507-5367
     
     
END

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