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                                   EXHIBIT 24

                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, AIRTOUCH COMMUNICATIONS, INC., a Delaware corporation (the
"Corporation"), proposes to file with the Securities and Exchange Commission
(the "SEC"), under the provisions of the Securities Act of 1934, as amended, an
Annual Report on Form 10-K; and

WHEREAS, each of the undersigned is an officer or director, or both, of the
Corporation as indicated below under his/her name;

NOW, THEREFORE, each of the undersigned hereby constitutes and appoints Sam
Ginn, C. Lee Cox, Margaret G. Gill, Mohan S. Gyani, Arun Sarin, and each of
them, his/her attorneys for him/her in his/her stead, in his/her capacity as an
officer, director, or both, of the Corporation, to execute and file such Annual
Report on Form 10-K, and any and all amendments, modifications or supplements
thereto, and any exhibits thereto, and granting to each of said attorneys full
power and authority to sign and file any and all other documents and to perform
and do all and every act and thing whatsoever requisite and necessary to be
done as fully, to all intents and purposes, as he/she might or could do if
personally present at the doing thereof, and hereby ratifying and confirming
all that said attorneys may or shall lawfully do, or cause to be done, by
virtue hereof in connection with effecting the filing of the Annual Report on
Form 10-K.

IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this 6th day
of February, 1997.



<TABLE>
<S>                                                      <C>
 /s/ SAM GINN                                            /s/ DONALD G. FISHER
------------------------------------------               ----------------------------------------
Sam Ginn                                                 Donald G. Fisher
Chairman of the Board and Chief Executive Officer        Director
(Principal Executive Officer)


/s/ ARUN SARIN                                           /s/ PAUL HAZEN
------------------------------------------               ----------------------------------------
Arun Sarin                                               Paul Hazen
President, Chief Operating Officer and Director          Director


/s/ C. LEE COX                                           /s/ ARTHUR ROCK
------------------------------------------               ----------------------------------------
C. Lee Cox                                               Arthur Rock
Vice Chairman of the Board                               Director



/s/ MOHAN S. GYANI                                       /s/ CHARLES R. SCHWAB
------------------------------------------               ----------------------------------------
Mohan S. Gyani                                           Charles R. Schwab
Executive Vice President and Chief Financial Officer     Director
 (Principal Financial and Accounting Officer)


/s/ CAROL BARTZ                                          /s/ GEORGE P. SHULTZ
------------------------------------------               ----------------------------------------
Carol Bartz                                              George P. Shultz
Director                                                 Director



/s/ MICHAEL J. BOSKIN
------------------------------------------         
Michael J. Boskin
Director
</TABLE>