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                                   EXHIBIT 3.3

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                          AIRTOUCH COMMUNICATIONS, INC.

                            (as of February 8, 1996)

                                    ARTICLE I

                                Principal Office

        Section 1. The principal executive office for the transaction of the
business of the Corporation is hereby fixed and located at One California
Street, San Francisco, California 94111. The board of directors may change said
principal executive office from one location to another.

                                   ARTICLE II

                            Meetings of Stockholders

        Section 1. All meetings of the stockholders shall be held at any place
within or without the State of California which may be designated by the board
of directors. In the absence of any such designation, stockholders' meetings
shall be held at the principal executive office of the Corporation.

        Section 2. The annual meeting of the stockholders of the Corporation
shall be held on such date and at such time as shall be determined by the board
of directors (but not more than 13 months after the date of the preceding annual
meeting). At such meeting, directors shall be elected and any other proper
business may be transacted which is within the powers of the stockholders.
Written notice of each annual meeting shall be given to each stockholder
entitled to vote either personally or by United States mail or other means of
written communication (which includes, without limitation and wherever used in
these By-Laws, telegraphic and facsimile communication), charges prepaid,
addressed to each stockholder at the address appearing on the books of the
Corporation, or given by the stockholder to the Corporation for the purpose of
notice.

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        All such notices shall be given to each stockholder entitled thereto not
less than 10 days nor more than 60 days before each annual meeting, except as
otherwise required by law. Any such notice shall be deemed to have been given at
the time when delivered personally or deposited in the United States mail or
delivered to a common carrier for transmission to the recipient or actually
transmitted by the person giving the notice by electronic means to the recipient
or sent by other means of written communication.

        Such notices shall state:

                (a) the place, date and hour of the meeting;

                (b) those matters which the board, at the time of the mailing of
        the notice, intends to present for action by the stockholders;

                (c) if directors are to be elected, the names of nominees
        intended at the time of the notice to be presented by management for
        election; and

                (d) such other matters, if any, as may be expressly required by
        law.

        Section 3. Special meetings of the stockholders for the purpose of
taking any action permitted to be taken by the stockholders under the General
Corporation Law of the State of Delaware and the certificate of incorporation of
this Corporation, may be called only by the chairman of the board, the chief
executive officer or the president, or by any executive vice president, senior
vice president or vice president, or by the board of directors.

        Upon request in writing delivered either in person or by registered or
certified mail, return receipt requested, to the chairman, chief executive
officer, president or secretary by any person entitled to call a special meeting
of stockholders, it shall be the duty of such chairman, chief executive officer,
president or secretary forthwith to cause to be given to the stockholders
entitled thereto notice of such meeting to be held on a date not less than 20
nor more than 90 days after the receipt of such request, as such officer may
fix. If such notice is not given within 40 days after the delivery of or mailing
of such request, the persons calling the meeting may fix the time of meeting and
give notice thereof as in the manner hereinafter provided, or cause such notice
to be given by any designated representative.

        Except where express provision is made by statute, notice of such
special meetings shall be given in the same manner and contain the same
statements as required for annual meetings of stockholders. Notice of any
special meeting shall also specify the

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purpose or purposes of such meeting and no other business may be transacted at
such meeting.

        Section 4. The presence in person or by proxy of the holders of a
majority in voting power of the outstanding shares of stock entitled to vote at
the meeting shall constitute a quorum for the transaction of business. The
stockholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum. In the absence of a quorum, any meeting of
stockholders may be adjourned from time to time by the vote of a majority in
voting power of the outstanding shares represented at the meeting either in
person or by proxy, but no other business may be transacted except as provided
in the preceding sentence.

        Section 5. In any election of directors, the candidates receiving the
highest number of votes of the shares entitled to be voted for them up to the
number of directors to be elected by such shares are elected.

        Section 6. To be properly brought before the annual meeting, business
must be either (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of directors, (b) otherwise
properly brought before the meeting by or at the direction of the board of
directors, or (c) otherwise properly brought before the meeting by a stockholder
of record. In addition to any other applicable requirements, for business to be
properly brought before the annual meeting by a stockholder, the stockholder
must have given timely notice in writing to the Secretary of the Corporation of
the stockholder's intention to bring such business before the meeting. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation, addressed to the attention
of the Secretary of the Corporation, within the time specified in the federal
proxy rules for timely submission of a stockholder proposal for inclusion of
such proposal in the proxy statement of the Corporation or, if not within such
time, then not less than 75 days prior to the meeting provided, however, that in
the event that less than 90 days' notice or prior public disclosure of the date
of the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received by the earlier of (a) the close of business on the
15th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made, whichever first occurs,
and (b) two days prior to the date of the meeting. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual

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meeting, (ii) the name and record address of the stockholder proposing such
business, (iii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (iv) any material interest of the
stockholder in such business. Notwithstanding anything in these By-Laws to the
contrary, no business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Section 6; provided, however,
that nothing in this Section 6 shall be deemed to preclude discussion by any
stockholder of any business properly brought before the annual meeting.

         The Chairman of the board of directors shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 6, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

        Section 7. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors. Nominations of
persons for election to the board of directors at the annual meeting, by or at
the direction of the board of directors, may be made by any Nominating Committee
or person appointed by the board of directors; nominations may also be made at
the annual meeting by any stockholder of record of the Corporation entitled to
vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 7. Such nominations, other than those made
by or at the direction of the board of directors, shall be made pursuant to
timely notice in writing to the Secretary of the Corporation of such
stockholder's intention to make such nomination at the meeting. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation addressed to the attention of the
Secretary of the Corporation not less than 75 days prior to the meeting;
provided, however, that, in the case of an annual meeting and in the event that
less than 90 days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the earlier of (a) the close of business on the 15th
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made, whichever first occurs, or (b) two days
prior to the date of the meeting. Such stockholder's notice to the Secretary
shall set forth (a) as to each person whom the stockholder proposes to nominate
for election or reelection as a director, (i) the name, age, business address
and residence address of the person, (ii) the principal occupation or employment
of the person, (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the person, (iv) a statement as to
the person's citizenship, and (b) as to the

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stockholder giving the notice, (i) the name and record address of the
stockholder and (ii) the class, series and number of shares of capital stock of
the Corporation which are beneficially owned by the stockholder. The Corporation
may require any proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility of such
proposed nominee to serve as director of the Corporation. No person shall be
eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth herein.

         In connection with any annual meeting, the Chairman of the board of
directors shall, if the facts warrant, determine and declare to the meeting that
a nomination was not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

                                   ARTICLE III

                               Board of Directors

        Section 1. Subject to the provisions of the General Corporation Law of
the State of Delaware and any limitations in the certificate of incorporation
and these By-Laws as to action to be authorized or approved by the stockholders,
the business and affairs of the Corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.
Without prejudice to such general powers, but subject to the same limitations,
it is hereby expressly declared that the board of directors shall have the
following powers:

                First:  To conduct, manage and control the affairs and business 
        of the Corporation and to make such rules and regulations therefor, 
        not inconsistent with law or with the articles of incorporation or with 
        the By-Laws, as they may deem best;

                Second:  To elect and remove at pleasure the officers, agents 
        and employees of the Corporation, prescribe their duties and fix their 
        compensation;

                Third:  To authorize the issue of shares of stock of the 
        Corporation from time to time upon such terms as may be lawful;

                Fourth: To borrow money and incur indebtedness for the purposes
        of the Corporation and to cause to be executed and delivered therefor,
        in the

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        corporate name, promissory notes, bonds, debentures, deeds of trust,
        mortgages, pledges, hypothecations or other evidences of debt and
        securities therefor; and

                Fifth: To alter, repeal or amend, from time to time, and at any
        time, these By-Laws and any and all amendments of the same, and from
        time to time, and at any time, to make and adopt such new and additional
        By-Laws as may be necessary and proper, subject to the power of the
        stockholders to adopt, amend or repeal such By-Laws, or to revoke the
        delegation of authority of the directors, as provided by law or by
        Article VI of these By-Laws.

                                   ARTICLE IV

                              Meetings of Directors

        Section 1. Regular meetings of the board of directors shall be held at
any place within or without the State of California that has been designated
from time to time by the board of directors. In the absence of such designation,
regular meetings shall be held at the principal executive office of the
Corporation, except as provided in Section 2 of this Article. Special meetings
of the board of directors may be held at any place within or without the State
of California which has been designated in the notice of the meeting, or, if not
designated in the notice or if there is no notice, at the principal executive
office of the Corporation.

        Section 2. Immediately following each annual meeting of the stockholders
there shall be a regular meeting of the board of directors of the Corporation at
the place of said annual meeting or at such other place as shall have been
designated by the board of directors for the purpose of organization, election
of officers and the transaction of other business. Other regular meetings of the
board of directors shall be held without call on such date and time as may be
fixed by the board of directors; provided, however, that should any such day
fall on a legal holiday, then said meeting shall be held at the same time on the
next business day thereafter ensuing which is not a legal holiday. Notice of
regular meetings of the directors is hereby dispensed with and no notice
whatever of any such meeting need be given, provided that notice of any change
in the time or place of regular meetings shall be given to all of the directors
in the same manner as notice for special meetings of the board of directors.

        Section 3. Special meetings of the board of directors for any purpose or
purposes may be called at any time by the chairman of the board, chief executive
officer or president or, if the chairman of the board, chief executive officer
and the president are

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all absent or are unable or refuse to act, by any two directors. Notice of the
time and place of special meetings shall be delivered personally or by telephone
to each director, or sent by first-class mail or telegram or facsimile
transmission, charges prepaid, addressed to him or her at his or her home or
office address as they appear upon the records of the Corporation or, if not so
shown on the records and not readily ascertainable, at the place at which the
meetings of the directors are regularly held. In case such notice is mailed, it
shall be deposited in the United States mail at least four days prior to the
time of the holding of the meeting. In case such notice is telegraphed or sent
by facsimile transmission, it shall be delivered to a common carrier for
transmission to the director or actually transmitted by the person giving the
notice by electronic means to the director at least 48 hours prior to the time
of the holding of the meeting. In case such notice is delivered personally or by
telephone as above provided, it shall be so delivered at least eight hours prior
to the time of the holding of the meeting. Any notice given personally, by
facsimile or by telephone may be communicated to either the director or to a
person at the office of the director whom the person giving the notice has
reason to believe will promptly communicate it to the director. Such deposit in
the mail, delivery to a common carrier, transmission by electronic means or
delivery, personally or by telephone, as above provided, shall be due, legal and
personal notice to such directors. The notice need not specify the place of the
meeting if the meeting is to be held at the principal executive office of the
Corporation, and need not specify the purpose of the meeting.

        Section 4. Presence of a majority of the then authorized number of
directors at a meeting of the board of directors constitutes a quorum for the
transaction of business, except as hereinafter provided. Members of the board
may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors,
provided that any action taken is approved by at least a majority of the
required quorum for such meeting. A majority of the directors present, whether
or not a quorum is present, may adjourn any meeting to another time and place.
If the meeting is adjourned for more than 24 hours, notice of any adjournment to
another time or place shall be given prior to the time of the adjourned meeting
to the directors who were not present at the time of the adjournment.

        Section 5. Notice of a meeting need not be given to any director who
signs a waiver of notice or consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice to
such director. All such waivers,

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consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

        Section 6. Any action required or permitted to be taken by the board of
directors may be taken without a meeting if all members of the board shall
individually or collectively consent in writing to such action, and such written
consent or consents shall be filed with the minutes of the proceedings of the
board. Such action by written consent shall have the same force and effect as a
unanimous vote of such directors.

        Section 7. The provisions of this Article IV shall also apply, with
necessary changes in points of detail, to committees of the board of directors,
if any, and to actions by such committees (except (i) for the first sentence of
Section 2 of this Article IV, which shall not apply, (ii) that special meetings
of a committee may also be called at any time by any member of the committee and
(iii) that any committee may by resolution adopt provisions governing notice of
committee meetings that are different from the provisions of Section 3 of this
Article IV), unless otherwise provided by these By-Laws or by the resolution of
the board of directors designating such committees. For such purpose, references
to "the board" or "the board of directors" shall be deemed to refer to each such
committee and references to "directors" or "members of the board" shall be
deemed to refer to members of the committee. Committees of the board of
directors may be designated, and shall be subject to the limitations on their
authority, as provided in Section 141(c) of the General Corporation Law of the
State of Delaware. The appointment of members or alternate members of a
committee requires the vote of a majority of the authorized number of directors.

                                    ARTICLE V

                                    Officers

        Section 1. The officers of the Corporation shall be a chairman of the
board, chief executive officer or a president, or all of the foregoing, a
secretary, a chief financial officer and a treasurer. The Corporation may also
have, at the discretion of the board of directors, one or more executive vice
presidents, senior vice presidents and vice presidents, a general counsel, a
treasurer, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be designated from time to time by the board of
directors. Any number of offices may be held by the same person. The officers
shall be elected by the board of directors and shall hold office at the pleasure
of such board.

                              Chairman of the Board

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        Section 2. The chairman of the board, if there be such officer, shall,
if present, preside at all meetings of the board of directors and exercise and
perform such other powers and duties as may be from time to time assigned to him
or her by the board of directors or prescribed by the By-Laws. If there is not a
chief executive officer, the chairman of the board shall, in addition, be the
general manager and chief executive officer of the Corporation and shall have
the powers and duties prescribed in Section 4 of Article V of these By-Laws.

                           Vice Chairman of the Board

         Section 3. Each Vice Chairman of the Board of Directors, if any, shall
perform such duties as may from time to time be delegated to him by the Chairman
of the Board or as may be assigned by the Board of Directors.

                             Chief Executive Officer

        Section 4. Subject to such powers and duties, if any, as may be
prescribed by these By-Laws or the board of directors for the chairman of the
board, if there be such officer, the chief executive officer shall, subject to
the control of the board of directors, have general supervision, direction and
control of the business and officers of the Corporation. He or she shall preside
at all meetings of the stockholders and, in the absence of the chairman of the
board, or if there be none, at all meetings of the board of directors. He or she
shall have all the powers and shall perform all of the duties which are
ordinarily inherent in the office of chief executive officer of a Corporation,
and he or she shall have such further powers and shall perform such further
duties as may be prescribed for him or her by the board of directors.

                                    President

        Section 5. In the absence or disability of the chief executive officer,
or if there be none, the president shall perform all of the duties of the chief
executive officer, and when so acting shall have all of the powers of and be
subject to all of the restrictions upon the chief executive officer. The
president shall have such other duties as from time to time may be prescribed
for him by the board of directors.

    Executive Vice Presidents, Senior Vice Presidents and Vice Presidents

        Section 6. In the absence or disability or refusal to act of the
president, the executive vice presidents, senior vice presidents and vice
presidents in order of their

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rank as fixed by the board of directors or, if not ranked, the executive vice
president, senior vice president or vice president designated by the president
or the board of directors, shall perform all of the duties of the president and
when so acting shall have all the powers of and be subject to all the
restrictions upon the president. The executive vice presidents, senior vice
presidents and vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them, respectively, by
the board of directors or the By-Laws.

                                    Secretary

        Section 7. The secretary shall keep or cause to be kept at the principal
executive office of the Corporation or such other place as the board of
directors may order, a book of minutes of all proceedings of the stockholders,
the board of directors and committees of the board, with the time and place of
holding, whether regular or special, and if special how authorized, the notice
thereof given, the names of those present at directors' and committee meetings,
and the number of shares present or represented at stockholders' meetings. The
secretary shall keep or cause to be kept at the principal executive office or at
the office of the Corporation's transfer agent a record of stockholders or a
duplicate record of stockholders showing the names of the stockholders and their
addresses, the number of shares and classes of shares held by each, the number
and date of certificates issued for the same and the number and date of
cancellation of every certificate surrendered for cancellation. The secretary or
an assistant secretary or, if they are absent or unable or refuse to act, any
other officer of the Corporation, shall give or cause to be given notice of all
the meetings of the stockholders, the board of directors and committees of the
board required by the By-Laws or by law to be given, and he or she shall keep
the seal of the Corporation, if any, in safe custody and shall have such other
powers and perform such other duties as may be prescribed by the board of
directors or by the By-Laws.

                              Assistant Secretaries

        Section 8. It shall be the duty of the assistant secretaries to assist
the secretary in the performance of his or her duties and generally to perform
such other duties as may be delegated to them by the board of directors.

                             Chief Financial Officer

        Section 9. The chief financial officer shall keep and maintain, or cause
to be kept and maintained, adequate and correct books and records of account of
the Corporation. He or she shall receive and deposit all moneys and other
valuables belonging to the

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Corporation in the name and to the credit of the Corporation and shall disburse
the same only in such manner as the board of directors or the appropriate
officers of the Corporation may from time to time determine, shall render to the
chief executive officer and the board of directors, whenever they request it, an
account of all his or her transactions as chief financial officer and of the
financial condition of the Corporation, and shall perform such further duties as
the board of directors may require.

                       Treasurer and Assistant Treasurers

        Section 10. The treasurer of the Corporation shall have such duties as
may be specified by the chief financial officer to assist the chief financial
officer in the performance of his or her duties. It shall be the duty of the
assistant treasurers to assist the treasurer in the performance of his or her
duties and generally to perform such other duties as may be delegated to them by
the board of directors.

                                 General Counsel

        Section 11. In the absence or disability or refusal to act of the senior
vice president-legal (if any), the general counsel shall perform all of the
duties of the senior vice president-legal and when so acting shall have all of
the powers of and be subject to all of the restrictions upon the senior vice
president-legal. The general counsel shall have such other powers and perform
such other duties as from time to time may be prescribed for him or her by the
board of directors, the By-Laws, or the senior vice president-legal (if any).

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                                   ARTICLE VI

                                   Amendments

        Section 1. New By-Laws may be adopted, or these By-Laws may be amended
or repealed, by the affirmative vote of the holders of shares representing as
least 66-2/3% of the combined voting power of the outstanding shares of capital
stock of the Corporation entitled to vote, except as otherwise provided by law
or by the certificate of incorporation or these By-Laws.

        Section 2. Subject to the right of stockholders as provided in Section 1
of this Article to adopt, amend or repeal By-Laws, and except as otherwise
provided by law or by the certificate of incorporation, By-Laws, other than a
by-law or amendment thereof changing the authorized maximum or minimum number of
directors, may be adopted, amended or repealed by the affirmative vote of at
least 66-2/3% of the directors of the Corporation then in office, which shall
include the affirmative vote of at least one director of each class of the board
of directors if the board shall then be divided into classes.

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