*************************************************** 
                         NOTICE
***************************************************

This document was converted from
WordPerfect to ASCII Text format.

Content from the original version of the document such as
headers, footers, footnotes, endnotes, graphics, and page
numbers will not show up in this text version.

All text attributes such as bold, itallic, underlining, etc. from the
original document will not show up in this text version.

Features of the orginal document layout such as
columns, tables, line and letter spacing, pagination, and margins
will not be preserved in the text version.

If you need the complete document, download the
WordPerfect, Word97, or Adobe Acrobat versions, if available.

The path and name of the WordPerfect, Word97, and Acrobat files
 will be the same as the ASCII Text file except that they  will 
end with the letters wp, doc, or pdf  respectively, 
instead of the letters txt.

*****************************************************           Statement of Commissioner Gloria Tristani
                                
                     In re Applications of
           AirTouch Communications, Inc., Transferor
              and Vodafone Group, PLC, Transferee
 For Consent to Transfer Control of Licenses and Authorizations
                                
                         June 21, 1999
                                
                                
     I write separately, on this bureau-level decision, not because I disagree with either its
analysis or its outcome.  To the contrary.  I had merely hoped to exercise my role as a
Commissioner, and to participate in the review of a merger of substantial size and with
international ramifications.

     The new Vodafone Airtouch will have a market capitalization of $110 billion, reach nearly
one billion people in 23 countries, and be the largest wireless telecommunications company in the
world by a substantial margin.  Domestically, the merger will certainly affect AirTouch's nearly 12
million subscribers.     

     Because of the impact on a substantial portion of the American public, and because the
merger implicates foreign ownership and national security under our nascent WTO
Implementation Order, this merger warranted the attention of the full Commission, as opposed to
its staff.  Certainly, pursuant to Section 5(c)(1) of the Communications Act, we may delegate
many of our functions to our professional staff, including merger review.  Section 0.5(c) of our
Rules, interpreting that grant of statutory authority, holds that "the Commission has delegated
authority to its staff to act on matters which are minor or routine or settled in nature and those in
which immediate action is necessary." (emphasis added)  

     Neither the size of this merger nor the issues it raises, should be deemed "minor or
routine."  Today, however, our staff is directed to resolve on its own significant issues affecting
national security and law enforcement.  In our WTO Implementation Order, we explained that
"foreign participation in the U.S. telecommunications market may implicate significant national
security or law enforcement issues uniquely within the expertise of the Executive Branch.  The
Commission will consider any such legitimate concerns as we undertake our own independent
analysis of whether grant of a particular authorization is in the public interest." Until we have
more experience evaluating those concerns and conducting our own analysis, I fear that decisions
on delegated authority will be without guidance.  Indeed, only today did we receive a Petition to
Adopt Conditions to Authorization and Licenses from the Department of Defense, the
Department of Justice, and the Federal Bureau of Investigation, explaining that the parties had
reached agreement on conditions necessary to satisfy their concerns.  Belying any "independent
review," the staff Order was adopted within hours. Furthermore, it fully recognizes that it covers
terra nova:  "We note that the Agreement reflects a unique situation, and contains terms that, if
broadly applied, would have significant consequences for the telecommunications industry."  It
continues:  "[Certain] provision[s]. . . if viewed as precedent for other service providers and
potential investors, would warrant further inquiry. . . ."  Minor?  Routine?

     I regret the loss of an opportunity to assess these important issues.  What further disturbs
me is the extraordinary precedent of a Commissioner being denied a request for Commission
review of a non-routine matter.  No Commissioner should be required to ask for an opportunity to
perform her duty under law. 



                          * * * * *