Bell Atlantic and Vodafone AirTouch Increase Ownership In PrimeCo Texas Wireless Properties

Bell Atlantic and Vodafone AirTouch Increase Ownership In
PrimeCo Texas Wireless Properties

Dec. 22, 1999


Brian R. Wood,
Bell Atlantic


Melissa Stimpson,
Vodafone AirTouch

44 (0) 1635 33251

Kathy Reinhart,


NEW YORK and LONDON -- Bell Atlantic Corp. (NYSE:BEL) and
Vodafone AirTouch Plc (NYSE and LSE: VOD) today announced that
they have increased their ownership in the partnerships that operate
PrimeCo Personal Communications LP's Texas markets by acquiring the
20 percent interest owned by TXU Communications for $357 million.

The transaction is expected to close in January 2000. At closing, Bell
Atlantic and Vodafone AirTouch together will own 100 percent of the
licenses for the Texas markets -- Dallas/Fort Worth, San Antonio and
Houston -- which cover 20.7 million POPs, or population served.

Bell Atlantic and Vodafone AirTouch intend to contribute their respective
ownership interests in the Texas markets to their new national wireless
venture. The new venture will combine 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., to create the largest wireless company in the

PrimeCo was formed in October 1994 to provide advanced wireless digital
communications services. One of the fastest-growing PCS companies in
the wireless industry, PrimeCo generated revenue growth of 59 percent
and operating income growth of 48 percent in the third quarter of 1999.
During the same period subscribers grew to more than 1.2 million.
PrimeCo is a limited partnership owned by Bell Atlantic and Vodafone
AirTouch. TXU Communications bought a minority interest in the Texas
partnerships in May 1995.

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 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

Vodafone AirTouch, based in the United Kingdom, is the world's largest
mobile telecommunications company. It has mobile operations in 24
countries on five continents, with more than 31 million proportionate
customers at the end of September, 1999. In the United States, AirTouch
serves more than 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.

PrimeCo Personal Communications

PrimeCo Personal Communications, which is owned by Vodafone
AirTouch and Bell Atlantic, provides digital wireless service in more than
35 major cities in Alabama, Florida, Illinois, Louisiana, Texas, Virginia
and Wisconsin. The company has PCS licenses covering about 60 million
potential customers in 10 major trading areas and has 3,300 employees. At
the end of the third quarter 1999, PrimeCo had over 1.2 million
subscribers. PrimeCo phones and service are sold through the company's
120 stores and kiosks, its business-to-business direct sales force, almost
2,300 indirect retailers and its toll-free telephone sales line 1-(800)-
SM. The address for PrimeCo's interactive web site is