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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, 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 12th day
of February, 1998.



<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/ 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/ C. LEE COX                                           /s/ ARTHUR ROCK
------------------------------------------               ----------------------------------------
C. Lee Cox                                               Arthur Rock
Director                                                 Director


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



/s/ MICHAEL J. BOSKIN                                    /s/ CHANG-LIN TIEN
------------------------------------------               ----------------------------------------
Michael J. Boskin                                        Chang-Lin Tien
Director                                                 Director
</TABLE>