AIRTOUCH CARVES PLACE IN GLOBAL CELLULAR MARKET.

Byline: Mark Landler The New York Times

Sam Ginn was startled when the telephone rang in his sprawling corner office here at 5:30 a.m. April 1. The caller was his former deputy, Philip J. Quigley, now the chairman of Pacific Telesis Group.

And the message was stunning: Pacific Telesis had just announced that it would sell itself to SBC Communications in the first marriage of two regional Bell telephone companies.

Ginn is understandably sensitive about the $17 billion deal. Some of his telephone-industry colleagues believe that Ginn, who preceded Quigley as chairman of Pacific Telesis, deprived the company of its future by spinning off its lucrative cellular properties in 1994.

Lacking a presence in the fastest-growing part of the business and yoked to the unforgiving California market, Pacific Telesis may have had little choice but to sell out to the more robust SBC.

But these days, Ginn can afford not to dwell on the past. Two years after he left Pacific Telesis to take over its newly independent cellular properties, those properties have grown into a global wireless company with an appropriately New Age name, Airtouch Communications.

In the United States, Airtouch is only the sixth-largest cellular company, with 2.4 million customers, most of them west of the Mississippi. But overseas, where it is doubling its number of subscribers every year, Airtouch has become a formidable power in developed countries like Germany and Japan and in nascent markets like India and Poland.

``What we are doing here is putting together a global network,'' Ginn said. ``It's a very ambitious goal for a little company like Airtouch.''

In less than five years, Airtouch has signed up 797,000 cellular customers in 10 countries across Europe and Asia. At its current growth rate, the company could rack up 600,000 more customers by the end of 1996, based on a conservative estimate by John M. Bensche, a telecommunications analyst at CS First Boston.

Bensche and other analysts said Airtouch is riding one of the greatest waves in global telecommunications: the flood of wireless phone service into territories that do not have enough telephones - conventional or cellular.

``Never forget that a third of the people in the world have never made a phone call,'' said William Bane, a telecommunications consultant at Mercer Management Consulting in Washington. ``Wireless is better than wired telephone service for many countries because it has lower costs and doesn't require a huge land-line network.''

When foreign governments began allowing American companies to bid for cellular service licenses in the early 1990s, Airtouch competed aggressively for every license it could get. With the exception of a few markets - as in Austria, where it lost the bidding, and Britain, where it clashed with its local partner - Airtouch wound up with access to most major European markets.

``Nobody handed them a license anywhere in the world,'' said George Schmitt, a former Airtouch executive who is now chief executive of Omnipoint Communications, a newly public personal communication services company. ``They had to fight for them, and they won almost all of them.''

Even in well-developed markets, the cellular telephone business has taken off like a rocket. In Germany, where Airtouch operates its service in a partnership with Mannesman A.G., the company and its partners had 1.4 million subscribers in 1995, up from 493,000 in 1993. Airtouch counts its overseas subscribers in proportion to its equity stake in each venture, a formula that amounts to 487,200 subscribers in Germany alone.

Arun Sarin, the vice chairman of Airtouch and overseer of its international business, said the company's German joint venture is worth $15 billion. Based on its 34.8 percent stake, Airtouch's share would be worth $5.2 billion. Yet at Friday's closing price of $29.875 a share, Sarin noted, Airtouch as a whole is valued at only $15 billion.

These calculations are a sore subject at Airtouch. Ginn argues that the company is not getting enough credit on Wall Street for its overseas holdings. Airtouch's shares went public in 1994 at $23 and have been hovering around $30 for about two years.

While Bensche of First Boston stopped short of agreeing that Airtouch's overseas operations are undervalued, he said the company's stock should trade at $37 a share.

Ginn said Airtouch's success overseas vindicated his campaign to spin off the company two years ago. Since leaving Pacific Telesis, Airtouch has spent roughly $1 billion to acquire licenses and construct its cellular networks.

Ginn said such capital spending would have been impossible at Pacific Telesis without cutting the company's stock dividend or credit rating - politically explosive issues to California's regulators.

Analysts pointed out, however, that Pacific Telesis had spent $700 million on licenses to offer the next generation of wireless, personal communications. For that matter, several other Bells, including SBC, Bell Atlantic and BellSouth, became powerful players in overseas cellular without spinning off their wireless holdings.

In fact, several rival executives said the Bell companies had an edge in overseas cellular ventures because of their muscular balance sheets and because foreign governments trust their expertise in telecommunications.

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Chart: Wireless World