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                                  EXHIBIT 4.4

                              CERTIFICATE OF TRUST
                                       OF
                                ATI FINANCING I

                 This Certificate of Trust of AirTouch Financing I (the
"Trust"), dated September 19, 1995, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Sections 3801 et seq.).

                 1.       Name.  The name of the business trust formed hereby
is ATI Financing I.

                 2.       Delaware Trustee.  The name and business address of
the trustee of the Trust with a principal place of business in the State of
Delaware are The Bank of New York (Delaware), a Delaware banking corporation,
White Clay Center, Route 273, Newark, Delaware.

                 3.       Effective Date.  This certificate of Trust shall be
effective as of its filing.

                 IN WITNESS WHEREOF, the undersigned, being the sole trustees
of the Trust, have executed this Certificate of Trust as of the date first
above written.

                                          /s/
                                          ------------------------------------
                                          Sam Ginn
                                          Trustee


                                          /s/
                                          ------------------------------------
                                          Mohan S. Gyani
                                          Trustee


                                          /s/
                                          ------------------------------------
                                          Margaret G. Gill
                                          Trustee
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                                          THE BANK OF NEW YORK,
                                          as trustee


                                          By: /s/
                                              --------------------------------
                                              Name:
                                              Title:


                                          THE BANK OF NEW YORK (Delaware),
                                          as trustee


                                          By: /s/
                                              --------------------------------
                                              Name:
                                              Title: