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                                  EXHIBIT 23.2


                        CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of AirTouch
Communications, Inc., ATI Financing I, and ATI Financing II for the registration
of Common Stock, Preferred Stock, Depositary Shares, Debt Securities, Common
Stock Warrants, Preferred Stock Warrants, Third Party Warrants, Debt Warrants,
Stock Purchase Contracts, Stock Purchase Units and Preferred Securities and to
the incorporation by reference of our report dated February 14, 1995 with
respect to the consolidated financial statements of New Par (A Partnership)
included in AirTouch Communications, Inc.'s Annual Report (Form 10K) for the
year ended December 31, 1994, filed with the Securities and Exchange Commission.


                                                   /s/ Ernst & Young LLP

Columbus, Ohio
September 18, 1995