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                                  Exhibit 23.2

                        CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in 
Amendment No. 1 to the Registration Statement (Form S-3 No. 33-62787) 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
November 16, 1995