AirTouch Reports Record Growth For Fourth Quarter And Year -- Expects to Add Even More Customers in 1997 than in 1996 --.

SAN FRANCISCO--(BUSINESS WIRE)--Feb. 4, 1997--For the third consecutive year, AirTouch Communications (NYSE:ATI) posted record operating revenue, operating cash flow, net income and customer growth for the fourth quarter and the year, demonstrating the success of its cost management and promotional efforts. The company added 697,000 cellular, PCS, and paging customers during the quarter, reaching over 8 million proportionate worldwide customers.

For the quarter ended December 31, 1996, AirTouch reported consolidated operating revenues of $721 million, a 69 percent increase over the same period in 1995. Fourth quarter net income available to common stockholders was $13 million, or 3 cents per share, compared to $11 million, or 2 cents per share in the same period in 1995. Fourth quarter net income was favorably affected by a $7 million gain from the sale of Sonofon, a cellular operator in which AirTouch's Swedish venture owned an interest. Driven by the company's successful cost containment efforts and growing customer base, fourth quarter proportionate operating cash flow (operating income plus depreciation and amortization) increased 57 percent over the prior year to $276 million. The company's results include the effect of its August acquisition of Cellular Communications, Inc., its partner in its cellular venture in Michigan/Ohio.

During 1996, the company added 1,625,000 proportionate worldwide cellular and PCS customers, reaching 5,146,000 proportionate customers, up 68 percent over year-end 1995. In 1997, AirTouch expects to exceed that record and add an even greater number of customers.

For the year, consolidated operating revenues grew 39 percent, to $2.25 billion. Net income available to common stockholders rose to $179 million, or 36 cents per share, compared to $132 million, or 27 cents per share in 1995.

"Once again we've shown that our reputation for delivering excellent results is well-deserved," said Sam Ginn, chairman and chief executive officer of AirTouch Communications. "Our employees did so well that they outperformed our expectations for the quarter and the year. Our successful focus on managing costs and our programs to gain and retain customers are reflected in our strong results."

"In the first quarter of 1996 we said we expected to add over one million cellular subscribers during the year," Ginn continued. "We ended up adding over 1.6 million, yet we also exceeded our goal of achieving $1 billion in operating cash flow. We delivered top-notch results and met our commitments."

Bolstered by a growing customer base, proportionate net operating revenues for fourth quarter rose 42 percent to $1.06 billion, and 44 percent to $3.75 billion for the year. Proportionate operating cash flow grew 60 percent to $1.12 billion for the year.

Because AirTouch participates in a large and growing number of joint ventures, the company uses proportionate accounting to present its share of operating revenues and expenses for all its wireless operations. This is important since the operating results of ventures in which the company has minority interests are reflected only in net income, not in consolidated revenues or operating income under GAAP.

Proportionate U.S. Cellular

As a result of successful holiday promotions and customer retention programs, AirTouch added 331,000 proportionate U.S. cellular customers in the fourth quarter -- its best performance ever. AirTouch added 770,000 customers during 1996 and now serves 3,403,000 proportionate cellular customers, up 50 percent over year- end 1995.

The company's focus on reducing cash costs consistent with the decline in average revenue per customer yielded strong results during the quarter. Proportionate net operating revenues rose 34 percent to $521 million and proportionate operating cash flow increased 46 percent to $198 million. Despite record growth, AirTouch posted solid operating cash flow margins of 38 percent in the quarter and 44 percent for the year.

Proportionate International Cellular

AirTouch's international cellular ventures, which cover over 500 million people, experienced very strong growth during the quarter. The company added 241,000 proportionate international cellular customers, reaching 1,734,000 proportionate customers, up 118 percent over December 31, 1995. The strong growth was primarily due to increased penetration in start-up markets, led by Italy, Spain and Korea. For the year, AirTouch added 846,000 proportionate international cellular customers, surpassing the number of U.S. cellular customers added. AirTouch's 11 international ventures now serve a total of 6.9 million customers.

During the quarter, proportionate net operating revenues for existing international operations in Germany, Portugal, Belgium, Sweden and Japan grew 49 percent to $420 million. As existing operations achieved greater scale and profitability, their proportionate net income rose to $69 million, up 366 percent over the fourth quarter of 1995. Losses related to start-up operations in Italy, South Korea, Spain, India, and Poland were $66 million during the quarter.

Separately, for the first time, Mannesmann Mobilfunk, the German cellular venture in which AirTouch is a partner, will make a $229 million (DM 376 million) distribution of profits in February. AirTouch's share is 34.8 percent.

U.S. Paging

AirTouch's U.S. paging operations continued their solid growth during the quarter, adding 116,000 units in service, for a total of 2,850,000. For the year, the company added 512,000 units. Fourth quarter net operating revenues increased 26 percent to $77 million and operating income was $3.8 million, down 57 percent from last year due to costs associated with start-ups and amortization from the December 1995 Message Center acquisition. Fourth quarter operating cash flow increased 4 percent to $21.4 million.

1997 Outlook

In 1997, AirTouch again expects to add a record number of worldwide customers. Despite the costs of this strong growth, proportionate operating cash flow is expected to reach $1.5 billion, as the company benefits from economies of scale and the improving profitability of its international operations.

The company anticipates that, in total, its international cellular operations will achieve positive net income for the year. As a result of the growth and expansion of domestic and international start-ups, consolidated capital investment (excluding any new opportunities) is likely to be about $1.2 billion, and primarily will be funded internally.

"In 1996 we produced very strong financial results and record customer growth," said Ginn. "We've fine-tuned our strategies and focused on offering customers a range of wireless choices, including analog and digital cellular, digital PCS, and paging. Preliminary experience in the U.S. and other countries shows that new competitors stimulate and expand the market. The strategy is working."

The company's annual meeting of stockholders will be held on May 19, 1997.

AirTouch Communications is a global wireless communications company, with interests in cellular, paging, and personal communications services in the United States, Belgium, Germany, India, Italy, Japan, Poland, Portugal, Romania, South Korea, Spain, and Sweden, as well as an interest in the Globalstar satellite system. The company, based in San Francisco, serves over 8 million proportionate customers worldwide.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:

Except for the historical information presented, the matters discussed in this release are forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially. Such factors include: a change in economic conditions in the various markets served by the Company's operations which would adversely affect the level of demand for wireless services; greater-than-anticipated competitive activity requiring new pricing and/or product offerings or resulting in higher acquisition costs; greater-than-expected customer growth driving increased investment in network capacity; level of fraudulent activity; impact of new business opportunities requiring significant up-front investments; the timing and manner of implementation of the subsequent phases of the company's relationship with U S WEST; impact on capital spending from the deployment of new technologies; and that technologies will not be developed according to anticipated schedules, or perform according to expectations. These and other factors related to the business are described in the Company's SEC filings including the 10-K under "Investment Considerations" and the quarterly reports on Form 10Q. -0-

NOTE TO EDITORS: For a fax copy of this or other recent AirTouch press releases, please call 1-800-344-7531, or visit the AirTouch web site at www.airtouch.com . For more detailed fourth quarter financials, call 510-210-3910.

Consolidated Statements of Income    (Unaudited)
AirTouch Communications, Inc. and Subsidiaries

(Dollars in millions, except             4TH QTR    4TH QTR
 per share information)                 1996 (a)   1995 (b)     CHANGE
OPERATING REVENUES
Wireless services & other revenues       $680.5     $398.2      70.9 %
Cellular and paging equipment sales        40.3       28.4      41.9 %
TOTAL OPERATING REVENUES                  720.8      426.6      69.0 %

OPERATING EXPENSES
Cost of revenues                          111.2       60.0      85.3 %
Cost of cellular and paging
 equipment sales                           82.0       48.1      70.5 %
Selling and customer
 operations expenses                      247.9      155.8      59.1 %
General, administrative, and
 other expenses                            94.1      108.0     (12.9)%
Depreciation and amortization
 expenses                                 122.0       60.0     103.3 %
TOTAL OPERATING EXPENSES                  657.2      431.9      52.2 %

OPERATING INCOME (LOSS)                    63.6       (5.3)
Equity in net income (loss) of
 unconsolidated wireless systems:
  U.S.                                     (1.1)      51.2    (102.1)%
  International                            (1.4)     (11.1)     87.4 %
Minority interests in net (income) loss
 of consolidated wireless systems         (40.3)     (10.3)   (291.3)%
Interest:
 Expense                                  (23.2)      (8.6)   (169.8)%
 Income                                     3.9        5.6     (30.4)%
Foreign exchange gain (loss)                2.8        2.1      33.3 %
Miscellaneous income (expense)             56.4       (7.3)    872.6 %
Income before income taxes and
 preferred dividends                       60.7       16.3     272.4 %
Income taxes                               34.0        5.1     566.7 %
Income before preferred dividends         $26.7      $11.2     138.4 %
Less preferred dividends                   13.4        0.0
NET INCOME AVAILABLE TO
 COMMON STOCKHOLDERS                      $13.3      $11.2      18.8 %

EARNINGS PER SHARE                        $0.03      $0.02      50.0 %
Weighted average shares
    outstanding (in thousands)           501,864    495,930      1.2 %
See footnotes.


Consolidated Statements of Income    (Unaudited)
AirTouch Communications, Inc. and Subsidiaries

(Dollars in millions, except          Year Ended Year Ended
 per share information)                 1996 (a)   1995 (b)     CHANGE
OPERATING REVENUES
Wireless services & other revenues     $2,120.0   $1,510.3      40.4 %
Cellular and paging equipment sales       131.7      108.3      21.6 %
TOTAL OPERATING REVENUES                2,251.7    1,618.6      39.1 %

OPERATING EXPENSES
Cost of revenues                          298.1      231.9      28.5 %
Cost of cellular and paging
 equipment sales                          222.9      141.0      58.1 %
Selling and customer
 operations expenses                      704.8      524.7      34.3 %
General, administrative, and
 other expenses                           393.6      392.4       0.3 %
Depreciation and amortization
 expenses                                 351.3      215.8      62.8 %
TOTAL OPERATING EXPENSES                1,970.7    1,505.8      30.9 %

OPERATING INCOME (LOSS)                   281.0      112.8     149.1 %
Equity in net income (loss) of
 unconsolidated wireless systems:
  U.S.                                    150.8      188.2     (19.9)%
  International                           (17.5)     (35.9)     51.3 %
Minority interests in net (income) loss
 of consolidated wireless systems         (95.1)     (36.5)   (160.5)%
Interest:
 Expense                                  (52.0)     (13.0)   (300.0)%
 Income                                    14.0       34.9     (59.9)%
Foreign exchange gain (loss)                6.0        3.3      81.8 %
Miscellaneous income (expense)             61.1       (8.8)    794.3 %
Income before income taxes and
 preferred dividends                      348.3      245.0      42.2 %
Income taxes                              149.3      113.1      32.0 %
Income before preferred dividends        $199.0     $131.9      50.9 %
Less preferred dividends                   20.1        0.0
NET INCOME AVAILABLE TO
 COMMON STOCKHOLDERS                     $178.9     $131.9      35.6 %

EARNINGS PER SHARE                        $0.36      $0.27      33.3 %
Weighted average shares
    outstanding (in thousands)           500,051    494,925      1.0 %
See footnotes.


Consolidated Balance Sheets          (Unaudited)
AirTouch Communications, Inc. and Subsidiaries

(Dollars in millions)                   12/31/96 12/31/95(b)    CHANGE

ASSETS
Cash and cash equivalents                 $27.7      $82.9     (66.6)%
Accounts receivable, net                  415.5      232.4      78.8 %
Inventory                                  54.5       20.2     169.8 %
Other receivables                          33.6      103.6     (67.6)%
Due from affiliates                        34.1       21.0      62.4 %
Other current assets                       58.7       46.1      27.3 %
TOTAL CURRENT ASSETS                      624.1      506.2      23.3 %

Property, plant, and equipment, net     2,321.5    1,320.2      75.8 %
Investments in unconsolidated
 wireless systems                       1,991.6    3,076.3     (35.3)%
Intangible assets, net                  3,408.8      605.7     462.8 %
Deferred charges and other
 noncurrent assets                        177.6      139.5      27.3 %

TOTAL ASSETS                           $8,523.6   $5,647.9      50.9 %

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable                         $200.4     $171.4      16.9 %
Short-term borrowings                      53.1        0.0
Current portion of long-term debt          16.3       14.0      16.4 %
Other current liabilities                 490.7      302.3      62.3 %
TOTAL  CURRENT LIABILITIES                760.5      487.7      55.9 %

Long-term debt                          1,637.0      892.4      83.4 %
Deferred income taxes                     692.6      258.6     167.8 %
Deferred credits                          103.9      106.0      (2.0)%
TOTAL LIABILITIES                       3,194.0    1,744.7      83.1 %

COMMITMENTS AND CONTINGENCIES

MINORITY INTERESTS IN CONSOLIDATED
    WIRELESS SYSTEMS                      267.6      152.5      75.5 %

Preferred stock and additional
 paid-in-capital                        1,040.8        0.0
Common stock and additional
 paid-in-capital                        3,986.2    3,882.2       2.7 %
Retained earnings (accumulated deficit)    20.8     (158.1)    113.2 %
Cumulative translation adjustment           3.4       17.1     (80.1)%
Other                                      10.8        9.5      13.7 %
TOTAL STOCKHOLDERS' EQUITY              5,062.0    3,750.7      35.0 %

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY                  $8,523.6   $5,647.9      50.9 %
See footnotes.


Proportionate Operating Data   (Unaudited) (1)
AirTouch Communications, Inc. and Subsidiaries

TOTAL COMPANY
(Dollars in millions &                   4TH QTR    4TH QTR
 operating data in thousands)               1996   1995 (d)     CHANGE
Net operating revenues                 $1,055.3     $745.4      41.6 %
Operating income                         $109.2      $69.9      56.2 %
Operating cash flow (2)                  $276.0     $176.2      56.6 %
Operating cash flow margin                26.2 %     23.6 %     11.0 %
Cellular POPs (3)                        177,574    164,908      7.7 %
Cellular subscribers                       5,146      3,059     68.2 %
Subscriber net adds in period,
 excluding acquisitions                      581        373     55.8 %
Paging units in service                    2,886      2,474     16.7 %

TOTAL COMPANY
(Dollars in millions &              Twelve Months Twelve Months
 operating data in thousands)            1996(e)   1995 (d)     CHANGE
Net operating revenues                 $3,748.7   $2,605.2      43.9 %
Operating income                         $521.2     $296.7      75.7 %
Operating cash flow (2)                $1,123.7     $702.3      60.0 %
Operating cash flow margin                30.0 %     27.0 %     11.1 %
Subscriber net adds in period,
 excluding acquisitions                    1,625        974     66.8 %

U.S. CELLULAR OPERATIONS
OPERATING DATA  (In thousands)          12/31/96   12/31/95     CHANGE
Total POPs (3)                            42,876     37,739     13.6 %
Subscribers                                3,403      2,262     50.4 %
Subscriber net adds in quarter,
 excluding acquisitions                      331        236     40.3 %

INTERNATIONAL CELLULAR OPERATIONS
OPERATING DATA  (In thousands)          12/31/96   12/31/95     CHANGE
Cellular POPs (3)                       120,724    112,869       7.0 %
Cellular subscribers                      1,734        797     117.6 %
Subscriber net adds in quarter              241        137      75.9 %

U.S. PAGING OPERATIONS (4)
OPERATING DATA  (In thousands)          12/31/96   12/31/95     CHANGE
Units in service                           2,850      2,338     21.9 %
Units in service net adds in quarter         116        113        -

PRIMECO OPERATIONS
OPERATING DATA  (In thousands)          12/31/96   12/31/95     CHANGE
POPs (3)                                 13,974     14,300      (2.3)%
Subscribers                                   9          0

                                                   12/31/96
INTERNATIONAL CELLULAR               Percentage Total Sys. Total Sys.
 (In thousands)                       Ownership Subscribers      POPs
European Operations
  Germany                                  34.8%      2,313    81,490
  Portugal                                 50.9%        331    10,500
  Sweden                                   51.1%        281     8,882
  Belgium                                  25.0%        410    10,065
  Italy                                    15.5%        713    57,500
  Spain                                    16.7%        652    39,300
  Poland                                   19.3%  approx 50    38,920
  Romania (c)                              10.0%          -    22,704
Asian Operations
  Japan
     Tokyo                                 15.0%          -    42,237
     Kansai                                13.0%          -    20,568
     Tokai                                 13.0%          -    14,410
  Sub-Total for Digital Phone Group        13.7%      1,845    77,215

     Digital TU-KA Companies (aa)           4.5%        532    46,252
  South Korea                              10.7%        290    45,600
  India
     Madras                                20.0%         11     6,695
     Madhya Pradesh (c)                    49.0%          -    72,662
Total                                                 7,428   517,785

(aa) Cost based investments which are not included in proportionate
results.
See footnotes.

FOOTNOTES
(a) Reflects consolidation of 100% of the operating results of the
Company's cellular operations in Michigan and Ohio for the period
from August 16, 1996 through December 31, 1996.  Operating results of
these operations were previously included in Equity in net income of
unconsolidated wireless systems.
(b) Presentation has been restated to conform to the current year
presentation.
(c) Commercial service in Madhya Pradesh is expected to launch in
first quarter 1997.  Commercial service in Romania has not launched.

(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 represents the relative weight of the
Company's ownership interests in its domestic and international
systems, total subscribers of all cellular systems, and total units
in service of all paging systems, exclusive of cost-based investments
and certain equity-based investments that are not material to the
Consolidated Financial Statements taken as a whole.
(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 a licensee operating in that market
and include markets in which the networks are under construction and
the markets of certain cost-basis investments not included in
proportionate operating results; international POPs (and therefore
total Company cellular POPs) include 2,270 POPs for Romania at
December 31, 1996, where the Company was awarded a cellular license
in the 4th quarter of 1996.
(4) Domestic paging is wholly owned by the Company; therefore,
proportionate information reflects 100% of the subsidiary's
GAAP-basis operating results.

CONTACT: AirTouch Communications

Susan Rosenberg, [phone]

Pager: [phone]