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RNS No 7971b
BELL ATLANTIC CORPORATION
21 September 1999


MEDIA CONTACTS

Bell Atlantic:                                    Vodafone AirTouch:
Susan Kraus                                       Tim Brown
(212) 395-0500                                    44 16 353-3251

Jim Gerace                                        Melissa Stimpson
(908) 306-7508                                    44 16 353-3251


         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

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 economics 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 P0Ps 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 IP0 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 OTE, contact Peter Thonis at (972)
507-5367.

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.


INVESTOR RELATIONS CONTACTS:

Bell Atlantic:                    Vodafone AirTouch:
John Killian                      Tim Brown / Melissa Stimpson
(212) 395-1152                    44 16 353-3251



           Selected Financial and Operating Information on the Assets
          Being Contributed by Vodafone AirTouch, Bell Atlantic and GTE

                              Vodafone AirTouch(a)         Bell Atlantic 
                            Yr Ended  6 mths Ended      Yr Ended  6 mths Ended
                            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
Operating Profit             $   901    $  444           $   799    $  371
Operating Profit incl
 Equity in Net Income
  of Unconsolidated 
    Wireless Systems         $   830      $ 455            $ 611    $  306 
Total Assets                 $14,860    $14,980           $5,781    $6,231

PROPORTIONATE DATA

Proportionate Wireless 
 Subscribers                   8,656      9,295            6,541     7,088
Proportionate Paging 
 Subscribers                   3,422      3,511                -         -
Proportionate Revenues       $ 4,882    $ 2,636          $ 3,665   $ 2,097 
Proportionate EBITDA         $ 1,812      $ 954          $ 1,216   $   640


                                  GTE (b)
                            Yr Ended   6 mths Ended  
                            31/12/98     30/6/99     
US GAAP BASIS ($mm)

Revenues                     $ 3,786     $ 2,036
Operating Profit             $   916     $   434
Operating Profit incl
 Equity in Net Income
  of Unconsolidated 
    Wireless Systems         $   967     $   459
Total Assets                 $ 6,840     $ 6,903

PROPORTIONATE DATA

Proportionate Wireless      
 Subscribers                   6,718       7,016
Proportionate Paging 
 Subscribers                       -           -       
Proportionate Revenues       $ 4,220     $ 2,141
Proportionate EBITDA         $ 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.


END

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