Bell Atlantic and Vodafone AirTouch Announce the Allocation of PrimeCo Assets

Bell Atlantic and Vodafone AirTouch
the Allocation of PrimeCo Assets

August 3, 1999


Jim Gerace, Bell Atlantic


Terry Barwick or Melissa Stimpson

Vodafone AirTouch


Jonathan Marshall, Vodafone AirTouch

NEW YORK and SAN FRANCISCO -- Vodafone AirTouch
Plc (NYSE: VOD) and Bell Atlantic Corporation (NYSE: BEL) today
announced that they have entered into an agreement to restructure their
ownership interests in PrimeCo Personal Communications, based in
Westlake, TX, a partnership that was formed by the two companies in

Under terms of this agreement Bell Atlantic will assume ownership of
PrimeCo operations in five MTAs - Richmond, VA, New Orleans, LA,
and the Florida markets of Jacksonville, Tampa and Miami. Vodafone
AirTouch will take over operations in five MTAs -- Chicago, IL,
Milwaukee, WI, and the Texas markets of Dallas, San Antonio and
Houston. Other terms of the agreement were not disclosed.

Separately, the companies said that they have reached an out-of-court
settlement of all litigation currently pending before the United States
District Court for the Northern District of California, relating to their
TomCom limited partnership. Terms of the settlement were not disclosed.

The two companies expressed appreciation to the PrimeCo management
team for building one of the most successful businesses in the wireless

# # #

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,
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 a billion people. For more information, visit the company's web site at href="/sites/default/files/imported/press-releases/bell-atlantic/1999/http"www.vodafone-airtouch-plc.com">www.vodafone-airtouch-

In the United States, AirTouch serves 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. For more information, visit the AirTouch web site
at www.airtouch.com.