WEISS & YOURMAN
Kevin J. Yourman, Esq. (147159)
10940 Wilshire Blvd.
Los Angeles, CA 90024
(310) 208-2800

BERNSTEIN LIEBHARD & LIFSHITZ, LLP
Stanley D. Bernstein, Esq.
Michael S. Egan, Esq.
10 East 40th Street, 22nd Floor
New York, New York 10016
(212) 779-1414

Attorneys for Plaintiff

1. Plaintiff, Andrew Samet, by his undersigned attorneys, for his class action complaint, alleges the claims set forth herein. Plaintiff's claims as to himself and his own actions, as set forth in paragraph 5 below, are based upon personal knowledge. All other allegations are based upon the investigation of counsel, which investigation included a review of public filings with the Securities and Exchange Commission (the "SEC") made by AirTouch Communications, Inc. ("AirTouch" or the "Company"), securities analysts' reports about the Company, press releases issued by the Company, and media reports about the Company, and media reports about Bell Atlantic Corp. ("Bell Atlantic") and Vodafone Group Plc. ("Vodafone"). Based upon such investigation, plaintiff believes that substantial evidentiary support exists for the allegations set forth herein.

2. Plaintiff brings this action pursuant Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), 15 U.S.C. 78j and 78t, Rule 10b-5, 10b-5, 17 C.F.R. § 240.10b-5, promulgated thereunder by the SEC.

3. This Court has jurisdiction in this action pursuant to Section 27 of the Exchange Act, 15 U.S.C. §78aa; and 28 U.S.C. § 1367.

4. Venue is proper in this district pursuant to Section 27 of the Exchange Act and 28 U.S.C. §§ 1391(b) and (c). AirTouch maintains offices and conducts substantial business within this District.

5. In connection with the acts alleged in this Complaint, defendants, directly and indirectly, used the means and instrumentalities of interstate commerce, including the mails, telephone communications, and the facilities of the national securities exchanges.

6. Plaintiff, Andrew Samet, sold 100 shares of AirTouch common stock on January 4, 1999 at a price of $71-5/8 per share, as set forth in the accompanying Certification, and has been damaged as a result of defendant's conduct as described herein.

7. Defendant AirTouch is and was, at all times relevant hereto, a corporation duly incorporated and existing under the laws of the State of Delaware, with its principal executive offices at One California Street San Francisco, California. AirTouch is the world's largest wireless communications company and second largest wireless communications carrier in the United States. As of October 31, 1998, there were 572,061,921 shares of AirTouch common stock outstanding which are actively traded on the New York Stock Exchange.

8. Defendant owed to the purchasers and sellers of AirTouch stock, including plaintiff and members of the Class, the duty to make a reasonable and diligent investigation of the statements contained in its own statements and in the Company's statements and press releases. This duty included ensuring that the statements contained therein were true, and that there were no omissions of material facts required to be stated in order to make the statements contained in such not misleading. As hereinafter alleged, defendant violated those specific duties and obligations.

9. Plaintiff brings this case as a class action pursuant to Rule 23 of the Federal Rules of Civil Procedure, on behalf of himself and all other persons who sold or otherwise disposed of AirTouch common stock or call options or purchased AirTouch put options (collectively, "persons who sold AirTouch securities") on January 4, 1999. Excluded from the Class are the defendant herein, members of the immediate family of each of the Company's officers and directors, any person, firm, trust, corporation, officer, director, or other individual or entity in which defendant has a controlling interest or which is related to or affiliated with the defendant, and the legal representatives, agents, affiliates, heirs, successors-in-interest, or assigns of any such excluded party.

10. The members of the Class are so numerous that joinder of all members is impracticable. During the Class Period, 572,061,921 shares of AirTouch common stock were outstanding. Throughout the Class Period, the common stock of AirTouch was actively traded on the New York Stock Exchange, an efficient market. Though the precise number of class members is unknown to plaintiff at this time and can only be determined through appropriate discovery, class members are believed to number in the thousands, based on the number of shares outstanding and the average daily trading volume. In addition, the names and addresses of the class members can be ascertained from the books and records of AirTouch or its agents.

11. Plaintiff will fairly and adequately represent and protect the interests of the members of the Class. Plaintiff has retained competent counsel experienced in class action litigation under the federal securities laws to further ensure such protection, and intends to prosecute this action vigorously.

12. Plaintiff's claims are typical of the claims of the other members of the Class because plaintiff's and all the class members' damages arise from and were caused by the same materially false and misleading representations and omissions made by or chargeable to the defendant. Plaintiff does not have interests antagonistic to, or in conflict with, the Class.

13. A class action is superior to other available methods for the fair and efficient adjudication of this controversy. As the damages suffered by individual class members may be relatively small, the expense and burden of individual litigation make it virtually impossible for the class members to seek redress for the wrongful conduct alleged. Plaintiff knows of no difficulty which will be encountered in the management of this litigation which would preclude its maintenance as a class action.

14. Common questions of law and fact exist as to all members of the Class and predominate over any questions affecting solely individual members of the Class. Among the questions of law and fact common to the Class are:

(a) Whether the federal securities laws were violated by the defendant's acts as alleged herein;

(b) Whether the defendant participated directly or indirectly in the concerted action or common course of conduct complained of herein;

(c) Whether the documents, filings, releases, and statements disseminated to the investing public omitted and/or misrepresented material facts about a merger transaction between Vodafone and AirTouch or Bell Atlantic and AirTouch;

(d) Whether the defendant acted willfully, knowingly, or recklessly in directly or indirectly omitting to state and/or misrepresenting material facts;

(e) Whether the market price of the Company's common stock during the Class Period was artificially depressed due to the non-disclosures and/or misrepresentations complained of herein; and

(f) The extent of injuries sustained by members of the Class and the appropriate measure of damages.

15. The names and addresses of the record owners who sold AirTouch securities during the Class Period are available from the Company's transfer agent. Notice can be provided to such record owners by a combination of published notice and first-class mail using techniques and a form of notice similar to those customarily used in class actions arising under the federal securities laws.

16. Plaintiff will rely, in part, upon the presumption of reliance established by the fraud-on-the-market doctrine in that, among other things:

(a) AirTouch common stock met the requirements for listing, and was listed, on the New York Stock Exchange, a highly efficient market;

(b) As a regulated issuer, the Company filed periodic public reports with the SEC;

(c) The trading volume of the Company's stock was substantial during the Class Period;

(d) During the Class Period, AirTouch was followed by and regularly communicated with securities analysts employed by brokerage and research firms who wrote reports which were distributed to the sales force and certain customers of such firms and which were available on various automated data retrieval services;

(e) The defendant made public statements which failed to disclose material facts during the Class Period;

(f) The omissions and misrepresentations were material;

(g) The misrepresentations alleged would tend to induce a reasonable investor to misjudge the value of the Company's securities;

(h) Plaintiff and the other members of the Class sold AirTouch securities without knowledge of the omitted and misrepresented facts; and

(i) AirTouch's stock price effectively reflected new information and announcements concerning the Company which entered the market.

17. Based upon the foregoing, plaintiff and the other members of the Class are entitled to a presumption of reliance upon the integrity of the market for the purpose of class certification as well as for ultimate proof of the claims on their merits. Plaintiff will also rely, in part, upon the presumption of reliance upon material misrepresentations and omissions and upon the actual reliance of the class members.

18. The statutory safe harbor provided for forward-looking statements under certain circumstances does not apply to any of the allegedly false statements pleaded in this complaint. The statements pleaded herein were not specifically identified as "forward-looking statements" when made. To the extent there were any forward-looking statements, there were no meaningful cautionary statements identifying the important then-present factors that undermined the forward-looking statements, deprived them of any reasonable basis, and which could and did cause actual results to materially differ from those in the purportedly forward-looking statements. Alternatively, to the extent that the staatutory safe harbor does apply to any forward-looking statements pleaded herein, the defendant is liable for those false forward-looking statements because at the time each of those forward-looking statements was made, the particular speaker made the statement in bad faith knowing that the particular forward-looking statement had no reasonable basis and was false and misleading, and/or the forward-looking statement was authorized and/or approved by an executive officer of AirTouch who knew that the statements were false when made.

19. AirTouch Communications is the world's largest wireless company based on the total number of customers served by its ventures. AirTouch owns interests in cellular, paging, and personal communications services in the United States, Belgium, Egypt, Germany, India, Italy, Japan, Poland, Portugal, Romania, South Korea, Spain, and Sweden, as well as an interest in the Globalstar satellite system. AirTouch ventures serve over 35 million total customers worldwide (over 16 million based on its ownership share of its global ventures).

20. On December 31, 1998, Dow Jones Business News reported that AirTouch had been involved "in off-again and on-again talks with a number of potential acquirors" and that AirTouch was in late-stage talks with Bell Atlantic concerning a stock-for-stock business combination worth about $45 billion. In response, AirTouch shares closed on December 31, 1998 at $72.50, a gain of $3.125 per share.

21. On Sunday, January 3, 1999, AirTouch issued a press release (the "January 3 Press Release") over the Business Wire in which it "confirmed that discussions are taking place with Bell Atlantic (NYSE:BEL) that could lead to a possible business combination between the two companies."

22. Investor reaction to the January 3, 1999 Press Release confirming the Company's late-stage merger discussions with Bell Atlantic was decidedly negative because investors apparently expected a possible bidding war among several potential acquirors rather than final stage negotiations with a single bidder. AirTouch shareholders began a huge sell off of their AirTouch shares, with the stock closing down over $4, at $68 1/16, on January 4, 1999.

23. On Tuesday, January 5, 1999, various news media reported that another bidder, Vodafone, was also engaged in negotiating to acquire AirTouch. Specifically, the New York Times reported that "executives close to the deal said representatives for AirTouch and Vodafone had spent the weekend trying to work out what price Vodafone would be willing to pay for AirTouch shares." (Emphasis added). Also, on January 5, 1999, the Dow Jones News Service reported that Vodafone had confirmed that it had approached AirTouch about a possible merger. The Wall Street Journal reported on January 5, 1999 that Vodafone had offered to buy AirTouch for more than $45 billion, topping the estimated value of Bell Atlantic's offer. The Wall Street Journal also reported that Vodafone's "proposal, which hasn't been made public, sets the stage for a possible battle over San Francisco-based AirTouch."

24. Once Yodafone's interest in acquiring AirTouch was belatedly disclosed, the price of the Company's shares soared $9.25 to close at $77-1/2 on January 5, 1999 "on the prospects of a bidding war for the wireless-communications company", as reported by the Wall Street Journal.

25. On January 6, 1999, Bloomberg reported that "Vodaphone had offered to purchase AirTouch for about $54 billion, or $90 a share." The news article continued "Vodafone will offer half of an ADR, currently about $90, plus $5 to $6 a share." In response to this news, shares of AirTouch opened at $80 on January 6, 1999.

26. The January 3, 1999 Press Release was false and misleading because, while confirming negotiations were under way with one bidder, Bell Atlantic, it failed to disclose the material fact that AirTouch was simultaneously engaged in active discussions for a potential business combination with Vodafone, the likely result being an active auction for AirTouch.

27. Plaintiff repeats and realleges each and every allegation above as if set forth in full herein.

28. Throughout the Class Period, defendant, directly or indirectly, engaged in a common plan, scheme, and course of conduct described herein, pursuant to which it knowingly or recklessly engaged in acts, transactions, practices, and a course of business which operated as a fraud upon plaintiff and the other members of the Class; made various false statements of material facts and omitted to state material facts to make the statements made not misleading to plaintiff and the other members of the Class; and employed manipulative or deceptive devices and contrivances in connection with the purchase and sale of AirTouch common stock.

29. Defendant AirTouch as well as its senior officers and directors, had actual knowledge, throughout the Class Period, of the material omissions and/or the falsity of the material statements set forth above, and intended to deceive plaintiff and the other members of the Class, or, in the alternative, acted with reckless disregard for the truth when it failed to ascertain and disclose the true facts in the statements made by it or other AirTouch personnel to the SEC, the investing public, the plaintiff, and other members of the Class.

30. As a result of the foregoing, the market price of AirTouch stock was artificially depressed during the Class Period. In ignorance of the falsity of the reports and statements, and the deceptive and manipulative devices and contrivances employed by the defendant, plaintiff and the other members of the Class relied, to their damage, on the reports and statements described above and/or the integrity of the market price of AirTouch common stock during the Class Period in selling AirTouch securities at prices which were artificially depressed as a result of the defendants' false and misleading statements.

31. Had plaintiff and the other members of the Class known of the material information which the defendant did not disclose, they would not have sold AirTouch securities at the artificially depressed prices that they did.

32. The defendant's concealment of this material information served to harm plaintiff and the other members of the Class who sold AirTouch securities in ignorance of the financial risk to them as a result of such nondisclosure.

33. As a result of the wrongful conduct alleged herein, plaintiff and the other members of the Class have suffered damages in an amount to be established at trial.

34. By reason of the foregoing, the defendant has violated Section 10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder and is liable to the plaintiff and the other members of the Class for the substantial damages which they suffered in connection with their sales of AirTouch securities during the Class Period.

WHEREFORE, plaintiff, on his own behalf and on behalf of the other members of the Class, demands judgment against the defendant as follows:

a. Determining that this action is properly maintainable as a class action pursuant to Rule 23 of the Federal Rules of Civil Procedure;

b. Certifying plaintiff as the Class Representative and his counsel as Class Counsel;

c. Declaring and determining that the defendant violated the federal securities laws by reason of its conduct as alleged herein;

d. Awarding monetary damages against defendant, in favor of plaintiff and the other members of the Class for all losses and damages suffered as a result of the acts and transactions complained of herein, including punitive damages where appropriate, together with prejudgment interest from the date of the wrongs to the date of the judgment herein;

e. Awarding plaintiff the costs, expenses, and disbursements incurred in this action, including reasonable attorneys' and experts' fees; and

f. Awarding plaintiff and the other members of the Class such other and further relief as the Court may deem just and proper in light of all the circumstances of this case.

Plaintiff hereby demands a trial by jury pursuant to Rule 38(b) of the Federal Rules of Civil Procedure.

DATED: January 6,1999

ANDREW SAMET ("Plaintiff"), declares the following as to the claims asserted under the federal securities laws, that:

1. Plaintiff has reviewed the complaint and authorized its filing.

2. Plaintiff did not purchase the security that is the subject of this action at the direction of Plaintiff's counsel or in order to participate in this private action.

3. Plaintiff is willing to serve as a representative party on behalf of the class, including providing testimony at deposition and trial, if necessary.

4. Plaintiff's transactions in the security that is the subject of this action during the Class Period are as follows:

Number of Shares    Transaction    Date      Price

      100              Sold        1/4/99    $71-5/8

5. During the three years prior to the date of this Certification, Plaintiff has not sought to serve or served as a representative party for the class in any actions filed under the federal securities laws.

6. Plaintiff will not accept any payment for serving as a representative party on behalf of the class beyond the Plaintiff's pro rata share of any recovery, or, as ordered or approved by the court, including any award for reasonable costs and expenses (including lost wages) directly relating to the representation of the class.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this 6th day of January, 1999.

Source: Scanned paper copy of court-stamped document