AirTouch Communications reports healthy third quarter customer and earnings growth; Company's worldwide cellular subscriber base increases by 58 percent.

global demand for wireless services, AirTouch Communications (NYSE:ATI) added over 200,000 proportionate worldwide cellular subscribers during the quarter ended September 30, 1995, and reported strong increases in revenues, proportionate operating cash flow, and operating income.

Third Quarter Highlights: Robust Worldwide Growth

-- Proportionate international cellular subscribers soared 130 percent over the third quarter of 1994, reaching 635,000. AirTouch now serves about 2,550,000 proportionate cellular customers worldwide.

-- The company added 111,000 proportionate domestic cellular customers, reaching a total of 1.915 million, up 43 percent over the same period last year.

-- Bolstered by an expanding customer base, proportionate operating revenues grew to $663 million, up 47 percent over the $453 million reported in third quarter of 1994. Proportionate accounting reflects the relative weight of the company's ownership interests in most of its domestic and international operations. Because AirTouch participates in a large and growing number of joint ventures, the company believes proportionate accounting provides a more accurate presentation of its overall financial results.

-- Proportionate operating cash flow -- a key financial measure in the wireless industry -- increased to $176 million, up 39 percent over the $127 million reported last year. The 1995 amount does not include $14 million in losses related to international start-ups, primarily in Italy and Spain. (See footnote 8 to the attached financial statement.)

-- Proportionate operating income, fueled by customer growth and cost containment efforts, rose 80 percent to $77 million, up from last year's $43 million. This quarter's number reflects the impact of approximately $25 million in reserves primarily related to the company's vehicle location business, and does not include international start-up losses.

-- Net income climbed to $47 million, an increase of 36 percent over the $34 million reported in 1994.

-- Earnings per share were $0.09, up 29 percent over last year's $0.07.

"We continue to reap the benefits of strong worldwide demand for wireless services," said Sam Ginn, chairman and chief executive officer of AirTouch Communications. "Since we now play a leading role in many of the world's top cellular markets, nearly half of our new customers are coming from overseas. Because penetration rates tend to be lower internationally, this positions us well for the future and provides significant growth opportunities.

"As we expand our operations in the coming months, we'll strike a careful balance between growth and profitability," he added. "Our strong financial performance during the quarter demonstrates our commitment to maintain our margins while building a sizable global customer base."

Consolidated Results

-- Operating revenues rose to $407 million, increasing 28 percent over the $318 million reported in 1994.

-- Operating income increased 83 percent to $29.5 million, up from last year's $16 million, despite charges related to the company's vehicle location business.

Proportionate Domestic Cellular

-- The domestic cellular subscriber base rose to 1.915 million customers, 43 percent more than third quarter of 1994. The company added 111,000 customers during the quarter, and has added 355,000 customers year-to-date.

-- Net operating revenues rose to $371 million, up 27 percent over third quarter of 1994, due to an expanding customer base.

-- Operating income climbed to $121 million, up 52 percent over the same quarter last year, boosted by economies of scale and effective cost containment efforts.

-- Operating cash flow (operating income plus depreciation and amortization) rose to $166 million, a 32 percent increase over the previous year, despite the ongoing industrywide impact of fraud. Operating cash flow margins were 45 percent, up from 43 percent in 1994.

Domestic Paging

-- Units in service grew to 1.875 million, up 31 percent over the third quarter of 1994. The company added 113,000 units during the quarter.

-- Operating income for the period was $8 million, up 4 percent over the prior year, despite costs associated with the start-up of operations in Denver, Chicago, Ohio and the mid-Atlantic region.

-- Operating cash flow totaled $19 million, increasing 11 percent over the same period last year.

-- Operating cash flow margins, including start-ups, were 34 percent. Operating cash flow margins, excluding start-up operations, were 38 percent.

-- The company is in the process of acquiring the assets of Message Center Beepers, expanding its nationwide presence and adding over 280,000 units.

International Cellular Operations

-- Fueled by strong subscriber growth, proportionate net operating revenues grew to $219 million, up 128 percent over the same period last year.

-- The company added 92,000 proportionate international cellular subscribers during the quarter, reaching 635,000 customers, 130 percent more than the third quarter of 1994.

-- Cellular POPs, defined as the estimated population of a market multiplied by the company's ownership interest, grew to 68 million, up 24 percent over last year. Two-thirds of AirTouch's POPs are now outside the U.S.

-- Average revenue per unit (ARPU), a key driver of profitability, is $124.

-- In Japan, AirTouch's ventures added a record 168,000 subscribers during the quarter, for a total of 585,000 customers.

-- In Germany, Mannesmann Mobilfunk (MMO), the cellular company in which AirTouch is the second largest shareholder, announced about 1.2 million customers at the end of August. The company has averaged over 50,000 new subscribers per month since May, maintaining its strong performance even during the usually slow summer months.

-- In Belgium, AirTouch's joint venture, Belgacom Mobile, served 197,000 total subscribers as of September 30 -- 147,000 on its digital network and 50,000 on its analog network. The company added about 24,000 customers during the quarter, and announced a new lower tariff in October.

-- Telecel, the Portuguese cellular venture in which AirTouch holds a 23 percent stake, served over 142,000 subscribers at the end of September, up 20,000 over the number reported in the prior quarter.

-- NordicTel, the Swedish cellular provider in which AirTouch owns a 5 percent interest, reported 127,000 customers at the end of September, up 8,000 over the prior quarter.

-- At the end of September, AirTouch's Indian venture inaugurated service in Madras, becoming one of the country's first cellular operators. On October 3, AirTouch became the first cellular carrier to launch service in two major world markets on the same day, when its operations in Spain and Italy began service.

-- Proportionate losses from international cellular operations after foreign taxes totaled $16.5 million. Included in this total were $14 million in losses related to start-up operations in Italy, South Korea, Spain, and India.

The company believes that in the future it will benefit from strong customer growth in its international markets. However, the operating losses associated with the growth of current systems, and the continued construction and build-out of new systems in Italy, Spain, South Korea and India, are expected to dilute earnings significantly during 1995 and 1996.

"During the past quarter, we moved decisively toward our goal of building a global wireless powerhouse," said Ginn. "We expanded our worldwide base of cellular and paging customers. We made progress in proceeding to the next phase of our joint venture with U S WEST. We announced our largest paging acquisition ever. We recently started cellular service in Spain, Italy, and India. And, most importantly, we still managed to report solid financials."

"Our subscriber additions year-to-date are significantly ahead of the comparable period last year, though our domestic operating performance during the third quarter came under some pressure," he added. "While we don't consider fourth quarter a 'catch-up' period, we expect our total company performance for the quarter to remain strong, with record growth for the year. We believe the fundamentals of the wireless industry continue to be excellent."

AirTouch Communications is a global wireless communications company, with interests in cellular, paging, personal communications services, the Globalstar satellite system, and other operations in the United States and 12 other nations: Belgium, Canada, France, Germany, India, Italy, Japan, Portugal, South Korea, Spain, Sweden, and Thailand. The company, based in San Francisco, serves over 4.5 million proportionate customers worldwide. -0-

                    AIRTOUCH COMMUNICATIONS, INC.
                       FINANCIAL PERFORMANCE
                           (Unaudited)

(Dollars in millions, except           3RD QTR     3RD QTR        %
per share information)                   1995        1994      CHANGE

OPERATING REVENUES
Wireless services & other revenues     $381.3      $293.4      30.0 %
Cellular and paging equipment sales      25.9        24.4       6.1 %

TOTAL OPERATING REVENUES (a)            407.2       317.8      28.1 %

OPERATING EXPENSES
Cost of revenues                         52.9        39.7      33.2 %
Cost of cellular & paging equipment
 sales                                   32.0        27.4      16.8 %
Selling & customer operations
 expenses                               121.1        96.4      25.6 %
General, administrative & other
 expenses                               116.7        86.3      35.2 %
Depreciation & amortization              55.0        51.9       6.0 %

TOTAL OPERATING EXPENSES (a)            377.7       301.7      25.2 %

OPERATING INCOME                         29.5        16.1      83.2 %

Interest expense                          0.0        (2.0)   (100.0)%
Minority interests in (net income) loss
 of consolidated wireless systems       (12.6)       (5.5)    129.1 %
Equity in net income (loss) of
 unconsolidated wireless systems:
   Domestic                              58.2        37.1      56.9 %
   International                        (13.5)       (0.7)
Interest income                           6.2        14.0     (55.7)%
Miscellaneous income (expense)            8.5        (0.5)

INCOME BEFORE INCOME TAXES               76.3        58.5      30.4 %

Income taxes                             29.6        24.1      22.8 %

NET INCOME                              $46.7       $34.4      35.8 %

EARNINGS PER SHARE                      $0.09       $0.07      28.6 %

Weighted average number of shares
 outstanding (in millions)              495.1       493.4

(a) 1994 presentation has been revised to include Cost of Cellular
and Paging Equipment Sales within Operating Expenses.

                       AIRTOUCH COMMUNICATIONS, INC.
                          FINANCIAL PERFORMANCE
                               (Unaudited)

(Dollars in millions, except   Nine Months   Nine Months      %
per share information)            1995          1994       CHANGE

OPERATING REVENUES
Wireless services & other
 revenues                        $1,089.6       $828.7      31.5 %
Cellular and paging
 equipment sales                     79.9         65.5      22.0 %

TOTAL OPERATING REVENUES (a)      1,169.5        894.2      30.8 %

OPERATING EXPENSES
Cost of revenues                    149.4        111.6      33.9 %
Cost of cellular & paging equipment
 sales                               92.9         67.3      38.0 %
Selling & customer operations
 expenses                           368.9        252.9      45.9 %
General, administrative & other
 expenses                           284.4        236.4      20.3 %
Depreciation & amortization         155.8        147.4       5.7 %

TOTAL OPERATING EXPENSES (a)      1,051.4        815.6      28.9 %

OPERATING INCOME                    118.1         78.6      50.3 %

Interest expense                     (4.4)        (5.2)    (15.4)%

Minority interests in (net income)
 loss of consolidated wireless
  systems                           (26.2)       (18.8)     39.4 %
Equity in net income (loss) of
 unconsolidated wireless systems:
   Domestic                         137.0        100.1      36.9 %
   International                    (24.8)        (6.9)   (259.4)%
Interest income                      29.3         39.3     (25.4)%
Miscellaneous income (expense)       (0.3)        (5.2)    (94.2)%

INCOME BEFORE INCOME TAXES          228.7        181.9      25.7 %

Income taxes                        108.0         86.9      24.3 %

NET INCOME                         $120.7        $95.0      27.1 %

EARNINGS PER SHARE                   $0.24        $0.19      26.3 %

Weighted average number of shares
 outstanding (in millions)          494.6        493.1

(a) 1994 presentation has been revised to include Cost of Cellular
and Paging Equipment Sales within Operating Expenses.

                    AIRTOUCH COMMUNICATIONS, INC.
                    CONSOLIDATED BALANCE SHEETS
                            (Unaudited)
                                                             %
(Dollars in millions)               9/30/95     9/30/94    CHANGE

ASSETS
Cash & cash equivalents              $150.1      $650.6     (76.9)%
Accounts receivable, net              227.1       165.8      37.0 %
Held-to-maturity investments            0.0       503.2    (100.0)%
Available-for-sale securities           0.0       110.4    (100.0)%
Other receivables                      57.8        14.7     293.2 %
Due from affiliates                    18.8         6.0     213.3 %
Other current assets                   90.9        64.7      40.5 %

TOTAL CURRENT ASSETS                  544.7     1,515.4     (64.1)%

Property, plant, & equipment        1,954.4     1,418.9      37.7 %
Less:  accumulated depreciation       707.2       547.9      29.1 %

Property, plant, & equipment, net   1,247.2       871.0      43.2 %
Investments in unconsolidated
 wireless systems                   2,313.0     1,316.8      75.7 %
Intangible assets, net                498.7       475.7       4.8 %
Deferred charges & other
 noncurrent assets                    116.9        79.6      46.9 %

TOTAL ASSETS                       $4,720.5    $4,258.5      10.8 %

LIABILITIES AND STOCKHOLDERS'
 EQUITY
Accounts payable                     $222.6      $138.7      60.5 %
Short-term borrowings                  72.5         0.0
Other current liabilities             167.0       171.1      (2.4)%

TOTAL CURRENT LIABILITIES             462.1       309.8      49.2 %

Long-term debt                        121.9        86.7      40.6 %
Deferred income taxes                 251.1       219.0      14.7 %
Deferred credits                       94.9        62.6      51.6 %

TOTAL LIABILITIES                     930.0       678.1      37.1 %

COMMITMENTS AND CONTINGENCIES

MINORITY INTERESTS IN
 CONSOLIDATED WIRELESS SYSTEMS        145.2       137.9       5.3 %

Common stock                            5.0         4.9       2.0 %
Additional paid-in capital          3,760.7     3,725.1       1.0 %
Accumulated deficit                  (169.3)     (293.1)     42.2 %
Cumulative translation adjustment      21.3         1.7
Other                                  27.6         3.9     607.7 %

TOTAL STOCKHOLDERS' EQUITY          3,645.3     3,442.5       5.9 %

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY              $4,720.5    $4,258.5      10.8 %

                        AIRTOUCH COMMUNICATIONS, INC.
                        CONSOLIDATED BALANCE SHEETS

                                 (Unaudited)
(Dollars in millions)               9/30/95     12/31/94    CHANGE

ASSETS
Cash & cash equivalents             $150.1      $429.0     (65.0)%
Accounts receivable, net             227.1       173.3      31.0 %
Held-to-maturity investments           0.0       310.1    (100.0)%
Available-for-sale securities          0.0       101.3    (100.0)%
Other receivables                     57.8       128.2     (54.9)%
Due from affiliates                   18.8        25.9     (27.4)%
Other current assets                  90.9        98.5      (7.7)%

TOTAL CURRENT ASSETS                 544.7     1,266.3     (57.0)%

Property, plant, & equipment       1,954.4     1,560.7      25.2 %
Less:  accumulated depreciation      707.2       585.4      20.8 %

Property, plant, & equipment, net  1,247.2       975.3      27.9 %
Investments in unconsolidated
 wireless systems                  2,313.0     1,697.9      36.2 %
Intangible assets, net               498.7       470.5       6.0 %
Deferred charges & other
 noncurrent assets                   116.9        78.0      49.9 %

TOTAL ASSETS                      $4,720.5    $4,488.0       5.2 %

LIABILITIES AND STOCKHOLDERS'
 EQUITY

Accounts payable                    $222.6      $202.9       9.7 %
Short-term borrowings                 72.5        80.0      (9.4)%
Other current liabilities            167.0       246.9     (32.4)%

TOTAL CURRENT LIABILITIES            462.1       529.8     (12.8)%

Long-term debt                       121.9       120.2       1.4 %
Deferred income taxes                251.1       209.2      20.0 %
Deferred credits                      94.9        39.4     140.9 %

TOTAL LIABILITIES                    930.0       898.6       3.5 %

COMMITMENTS AND CONTINGENCIES

MINORITY INTERESTS IN
 CONSOLIDATED WIRELESS SYSTEMS       145.2       129.8      11.9 %

Common stock                           5.0         4.9       2.0 %
Additional paid-in capital         3,760.7     3,730.4       0.8 %
Accumulated deficit                 (169.3)     (290.0)     41.6 %
Cumulative translation adjustment     21.3        11.1      91.9 %
Other                                 27.6         3.2     762.5 %

TOTAL STOCKHOLDERS' EQUITY         3,645.3     3,459.6       5.4 %

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY             $4,720.5    $4,488.0       5.2 %

   AIRTOUCH COMMUNICATIONS, INC.-- OPERATING DATA (Unaudited) (1)
                            TOTAL COMPANY

(Dollars in millions & operating     3RD QTR     3RD QTR        %
 data in thousands)                    1995      1994(a)     CHANGE
Consolidated capital expenditures,
 excluding acquisitions & capital
 calls (GAAP basis)                   $115.4       $92.0      25.4 %

Total Company proportionate data:
 Net operating revenues               $663.3      $452.9      46.5 %
 Operating income (8)                  $76.7       $42.6      80.0 %
 Operating cash flow (2), (8)         $176.2      $127.0      38.7 %
 Cellular POPs (3)                   103,260      89,712      15.1 %
 Cellular subscribers                  2,550       1,612      58.2 %
 Paging units in service (4)           2,010       1,553      29.4 %

             DOMESTIC CELLULAR OPERATIONS - PROPORTIONATE

DOMESTIC OPERATING RESULTS          3RD QTR      3RD QTR        %
(Dollars in millions)                 1995        1994       CHANGE

Service & other revenues             $379.2       $296.3      28.0 %
Equipment sales                        19.5        17.9       8.9 %
Cost of equipment sales               (27.5)      (22.1)     24.4 %
Net operating revenues                371.2       292.1      27.1 %

Cost of revenues                       37.5        31.4      19.4 %
Selling & customer operations         133.1       104.1      27.9 %
General, admin. & other expenses       35.0        31.1      12.5 %
Depreciation expense                   39.1        41.7      (6.2)%
Amortization expense                    5.8         4.6      26.1 %
Total costs & expenses                250.5       212.9      17.7 %
Operating income                     $120.7       $79.2      52.4 %

Operating cash flow (2)              $165.6      $125.5      32.0 %
Operating cash flow margin             44.6%       43.0%      3.7 %
Capital expend., excl. acquisitions  $115.1       $69.1      66.6 %

OPERATING DATA   (In thousands)     9/30/95     9/30/94    % CHANGE

Total POPs (3)                       35,597      35,002       1.7 %
Proportionate subscribers             1,915       1,336      43.3 %

                  DOMESTIC PAGING OPERATIONS (5)

DOMESTIC OPERATING RESULTS         3RD QTR      3RD QTR        %
(Dollars in millions)                 1995        1994      CHANGE

Service & other revenues             $55.8       $47.2      18.2 %
Equipment sales                       11.6        11.9      (2.5)%
Cost of equipment sales              (10.2)      (10.6)     (3.8)%

Net operating revenues                57.2        48.5      17.9 %

Total operating expenses before
 depreciation & amortization expense  38.0        31.2      21.8 %
Depreciation & amortization expense   10.9         9.3      17.2 %
Operating Income                      $8.3        $8.0       3.8 %

Operating cash flow (2)              $19.2       $17.3      11.0 %
Operating cash flow margin            33.6%       35.7%     (5.9)%
Capital expend., excl. acquisitions  $13.2       $17.0     (22.4)%

OPERATING DATA   (In thousands)     9/30/95     9/30/94    % CHANGE

Units in service                     1,875       1,434      30.8 %

See footnotes

AIRTOUCH COMMUNICATIONS, INC. - OPERATING DATA (Unaudited) (Continued)
                    INTERNATIONAL OPERATIONS

CELLULAR OPERATING RESULTS          3RD QTR     3RD QTR        %
(Dollars in millions)                 1995        1994      CHANGE
Proportionate net operating
 revenues                            $218.8       $95.9     128.2 %
Income / (loss) (6)                  ($16.5)      ($6.3)   (161.9)%
Impact of start-ups on
 income / (loss) (7)                 ($13.9)      ($5.2)   (167.3)%

OPERATING DATA  ((In thousands)      9/30/95     9/30/94    % CHANGE

Proportionate Cellular POPs (3)       67,663      54,710      23.7 %
Propor. Cellular subscribers (4)         635         276     130.1 %
Propor. Paging units in service (4)      135         119      13.4 %

                                              9/30/95
INTERNATIONAL CELLULAR POPs (3)    Percentage    System     Propor.
(In millions)                       Ownership   Population    POPs
European Operations
   Germany (b)                        32.8%       80.9       26.5
   Portugal                           23.0%        9.9        2.3
   Sweden                             51.1%        8.8        4.5
   Belgium                            25.0%       10.1        2.5
   Italy                              11.7%       57.1        6.7
   Spain                              15.8%       39.1        6.2

Asian Operations
   Japan
     Tokyo                            15.0%       42.2        6.3
     Kansai                           13.0%       20.6        2.7
     Tokai                            13.0%       14.4        1.9
     Digital TU-KA Companies           4.5%       46.3        2.1
   South Korea                        10.7%       44.0        4.7
   India                              20.0%        6.5        1.3

Total International Operations                   373.4       67.7

(b) Includes a 2.25% interest, which is being held in trust

See footnotes

   AIRTOUCH COMMUNICATIONS, INC.-- OPERATING DATA (1)
                           TOTAL COMPANY

(Dollars in millions & operating    Nine Months  Nine Months      %
data in thousands)                      1995       1994(a)     CHANGE

Consolidated capital expenditures,
 excluding acquisitions & capital
 calls (GAAP basis)                     $408.9      $256.3      59.5 %

Total Company proportionate data:
 Net operating revenues               $1,832.6    $1,243.9      47.3 %
 Operating income (8)                   $252.3      $147.5      71.1 %
 Operating cash flow (2), (8)           $548.5      $379.1      44.7 %
 Cellular POPs (3)                     103,260       89,712     15.1 %
 Cellular subscribers                    2,550        1,612     58.2 %
 Paging units in service (4)             2,010        1,553     29.4 %

            DOMESTIC CELLULAR OPERATIONS - PROPORTIONATE

DOMESTIC OPERATING RESULTS          Nine Months   Nine Months      %
(Dollars in millions)                   1995          1994       CHANGE

Service & other revenues              $1,082.7      $838.8      29.1 %
Equipment sales                          $63.2       $49.3      28.2 %
Cost of equipment sales                 ($84.0)     ($55.0)     52.7 %
Net operating revenues                $1,061.9      $833.1      27.5 %

Cost of revenues                         111.0        92.4      20.1 %
Selling & customer operations            380.7       274.6      38.6 %
General, admin. & other expenses         100.0        88.9      12.5 %
Depreciation expense                     118.9       121.5      (2.1)%
Amortization expense                      16.8        14.5      15.9 %
Total costs & expenses                   727.4       591.9      22.9 %
Operating income                        $334.5      $241.2      38.7 %

Operating cash flow (2)                 $470.2      $377.2      24.7 %
Operating cash flow margin                44.3%       45.3%     (2.2)%
Capital expend., excl. acquisitions     $354.9      $197.6      79.6 %

OPERATING DATA   (In thousands)         9/30/95     9/30/94    % CHANGE

Total POPs (3)                           35,597      35,002       1.7 %
Proportionate subscribers                 1,915       1,336      43.3 %

                   DOMESTIC PAGING OPERATIONS (5)

DOMESTIC OPERATING RESULTS          Nine Months   Nine Months      %
(Dollars in millions)                   1995         1994       CHANGE

Service & other revenues                $159.9      $134.7       18.7 %
Equipment sales                           33.5        32.4       3.4 %
Cost of equipment sales                  (29.2)      (28.5)      2.5 %
Net operating revenues                   164.2       138.6      18.5 %

Total operating expenses before
 depreciation & amortization expense     110.1        89.3      23.3 %
Depreciation & amortization expense       31.1        27.0      15.2 %
Operating Income                         $23.0       $22.3       3.1 %

Operating cash flow (2)                  $54.1       $49.3       9.7 %
Operating cash flow margin                32.9%       35.6%     (7.6)%
Capital expend., excl. acquisitions      $41.2       $43.3      (4.8)%

OPERATING DATA   (In thousands)          9/30/95     9/30/94    % CHANGE

Units in service                           1,875       1,434      30.8 %

See footnotes

AIRTOUCH COMMUNICATIONS, INC. - OPERATING DATA (Unaudited) (Continued)
                      INTERNATIONAL OPERATIONS

CELLULAR OPERATING RESULTS          Nine Months Nine Months       %
(Dollars in millions)                  1995         1994     CHANGE

Proportionate net operating revenues  $559.3      $227.1      146.3%
Income / (loss) (6)                   ($43.4)     ($22.1)     (96.4)%
Impact of start-ups on
 income / (loss) (7)                  ($28.1)     ($10.1)    (178.2)%

OPERATING DATA   (In thousands)      9/30/95     9/30/94    % CHANGE

Proportionate Cellular POPs (3)       67,663      54,710      23.7 %
Propor. Cellular subscribers (4)         635         276     130.1 %
Propor. Paging units in service (4)      135         119      13.4 %

FOOTNOTES:

(a) Certain 1994 data has been restated to include the effects of the
    Company's cellular interests in Nagoya, Osaka, and Tokyo, Japan.

(1) Because significant assets of the Company are not consolidated,
    the Company believes that proportionate financial and operating
    data facilitate the understanding and assessment of its results.
    Unlike consolidation accounting, proportionate accounting is not
    in accordance with generally accepted accounting principles.
    Proportionate accounting reflects the relative weight of the
    Company's ownership interests in its domestic and international
    systems and excludes certain minority investments for which the
    Company does not receive timely financial and operating data.

(2) Operating cash flow is defined as operating income plus
    depreciation and amortization and is not the same as cash flow
    from operating activities in the Company's Consolidated
    Statements of Cash Flows.  Proportionate operating cash flow
    represents the Company's ownership interest in the respective
    entities' operating cash flows.  As such, proportionate
    operating cash flow does not represent cash available to the
    Company.

(3) POPs are the estimated market population multiplied by the
    Company's ownership interest in that market and includes markets in
    which the networks are under construction.  Third quarter 1994 data
    included POPs for Italy and Belgium where licenses were being
    finalized.

(4) Reflects total subscribers of cellular systems and total
    units in service of paging systems in which the Company owns
    an interest multiplied by the Company's ownership interest.

(5) Domestic paging is wholly owned by the Company.

(6) Represents the Company's share of income or loss (after foreign
    taxes where applicable) for international cellular systems
    including Germany, Portugal, Belgium, Sweden, Japan, South Korea,
    Italy, Spain, and India.

(7) Represents the Company's share of income or loss (after foreign
    taxes where applicable) for international cellular systems
    which have not yet completed twelve months of commercial service,
    as follows:
         3RD QTR 1995:  Italy, South Korea, Spain and India
         2ND QTR 1995:  Italy, South Korea, and Spain
         3RD QTR 1994:  Japan

(8) Total proportionate results do not include certain international and
    some small domestic cellular investments for which the Company does not
    have timely detailed income statements.  1995 results would be
    impacted by the cellular start-up losses disclosed with international
    operations. See footnote (7).

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CONTACT: AirTouch Communications

Susan Rosenberg, 510/210-3910