REGISTRATION NO. 33-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

-----------------------

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

-----------------------

BELL ATLANTIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 4811 23-2259884
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER
OF INCORPORATION OR INDUSTRIAL CLASSIFICATION IDENTIFICATION NUMBER)
ORGANIZATION) CODE NUMBER)

-----------------------

1717 ARCH STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 963-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

ELLEN C. WOLF, VICE PRESIDENT - TREASURER
BELL ATLANTIC CORPORATION
1717 ARCH STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 963-6800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

-----------------------

Please send copies of all communications to:

P. ALAN BULLINER ROBERT HICKS
VICE PRESIDENT - CORPORATE SECRETARY AND COUNSEL SOMMER & BARNARD
BELL ATLANTIC CORPORATION 4000 BANK ONE TOWER
1717 ARCH STREET 111 MONUMENT CIRCLE
PHILADELPHIA, PENNSYLVANIA 19103 INDIANAPOLIS, INDIANA 46244

-----------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE: As soon as practicable
after the effective date of this Registration Statement and the effective time
of the merger (the "Merger") of a subsidiary of Bell Atlantic Corporation
("Bell Atlantic") and Howard W. Sams & Company ("Sams") as described in the
Agreement and Plan of Merger dated as of August 30, 1995.

-----------------------

IF THE SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED IN CONNECTION
WITH THE FORMATION OF A HOLDING COMPANY AND THERE IS COMPLIANCE WITH GENERAL
INSTRUCTION G, CHECK THE FOLLOWING BOX. ___

CALCULATION OF REGISTRATION FEE

===========================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- ---------------------------------------------------------------------------------------------------------------------------

Common Stock, par value
$1.00 per share 150,000 shares N/A $1,429,405 * $493
===========================================================================================================================

* Estimated solely for the purpose of determining the registration fee,
required by Section 6(b) of the Securities Act of 1933, as amended (the
"Securities Act"), and calculated pursuant to Rule 457(f) under the Securities
Act. There is no market for the securities to be received by the registrant in
the transaction; as of July 30, 1995, the book value of such securities was
$1,429,405.

-----------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

================================================================================

2
BELL ATLANTIC CORPORATION

SHARES OF COMMON STOCK
TO BE ISSUED IN CONNECTION WITH THE MERGER OF
A WHOLLY OWNED SUBSIDIARY OF
BELL ATLANTIC CORPORATION
WITH AND INTO HOWARD W. SAMS & COMPANY

----------------------------

Cross-Reference Sheet Pursuant to Item 501(b) of Regulation S-K

Item of Form S-4 Location or Caption in Prospectus
- ---------------- ---------------------------------

A. INFORMATION ABOUT THE TRANSACTION

1. Forepart of Registration Statement and Outside Front
Cover Page of Prospectus . . . . . . . . . . . . . . Facing Page of the Registration Statement; Outside
Front Cover of Prospectus

2. Inside Front and Outside Back Cover Pages of
Prospectus . . . . . . . . . . . . . . . . . . . . . Inside Front Cover of Prospectus; Available
Information; Incorporation of Certain Documents by
Reference; Table of Contents

3. Risk Factors, Ratio of Earnings to Fixed Charges and
Other Information . . . . . . . . . . . . . . . . . . Summary; The Merger

4. Terms of the Transaction . . . . . . . . . . . . . . Summary; The Merger; Comparison of Rights of Holders
of Sams Common Stock and Bell Atlantic Common Stock

5. Pro Forma Financial Information . . . . . . . . . . . Not Applicable

6. Material Contracts with the Company Being Acquired . Summary; The Merger

7. Additional Information Required for Reoffering by
Persons and Parties Deemed to be Underwriters . . . . Not Applicable

8. Interests of Named Experts and Counsel . . . . . . . Independent Accountants; Legal Opinions

9. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . . Not Applicable

B. INFORMATION ABOUT THE REGISTRANT

10. Information with Respect to S-3 Registrants . . . . . Available Information; Incorporation of Certain
Documents by Reference

11. Incorporation of Certain Information by Reference ... Available Information; Incorporation of Certain
Documents by Reference

12. Information with Respect to S-2 or S-3 Registrants .. Not Applicable

13. Incorporation of Certain Information by Reference ... Not Applicable

14. Information with Respect to Registrants Other Than S-3
or S-2 Registrants . . . . . . . . . . . . . . . . . Not Applicable

C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED

15. Information with Respect to S-3 Companies . . . . . . Not Applicable

16. Information with Respect to S-2 or S-3 Companies . . . Not Applicable

17. Information with Respect to Companies Other Than S-3
or S-2 Companies . . . . . . . . . . . . . . . . . . Howard W. Sams & Company

D. VOTING AND MANAGEMENT INFORMATION

18. Information if Proxies, Consents or Authorizations are
to be Solicited . . . . . . . . . . . . . . . . . . . Not Applicable

19. Information if Proxies, Consents or Authorizations are
not to be Solicited or in an Exchange Offer . . . . . Summary; The Merger

4
BELL ATLANTIC CORPORATION

PROSPECTUS

This Prospectus is being furnished to the shareholders of Howard W.
Sams & Company ("Sams"), an Indiana corporation, in connection with an
Agreement and Plan of Merger by and among Sams, Damon C. Davis and Richard R.
Hauser (Messrs. Davis and Hauser are sometimes referred to individually as a
"Seller" and together as the "Sellers"), the sole shareholders of Sams, and
Bell Atlantic Ventures XXIX, Inc. ("Purchaser"), dated as of August 30, 1995
(the "Merger Agreement"), pursuant to which Purchaser, a wholly-owned
subsidiary of Bell Atlantic Corporation ("Bell Atlantic"), will be merged (the
"Merger") with and into Sams. In the Merger, and on the terms contained in the
Merger Agreement which are described in this Prospectus, all of the outstanding
shares of the common stock, no par value, of Sams ("Sams Common Stock") will be
converted, in accordance with the Merger Agreement, into the right to receive
cash and shares of the common stock, par value $1.00 per share, of Bell
Atlantic ("Bell Atlantic Common Stock") and rights (each, a "Right") issuable
pursuant to the Rights Agreement dated as of March 28, 1989, as amended (the
"Rights Agreement"), between Bell Atlantic and The Bank of New York.

Bell Atlantic has filed with the Securities and Exchange Commission
(the "SEC") a registration statement on Form S-4 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"),
registering a maximum of 150,000 shares of Bell Atlantic Common Stock which may
be issued to the holders of Sams Common Stock pursuant to the Merger Agreement.
All information herein with respect to Sams and the Sellers has been furnished
by the Sellers. All information herein with respect to Bell Atlantic,
Purchaser and their affiliates has been furnished by Bell Atlantic.

--------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

--------------------

The date of this Prospectus is September 5, 1995.
5
AVAILABLE INFORMATION

Bell Atlantic is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the SEC. Such reports, proxy statements and other information filed by Bell
Atlantic with the SEC may be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the SEC: 7
World Trade Center, 13th Floor, New York, New York 10048; and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material may be obtained from the Public Reference Section of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Bell
Atlantic Common Stock is listed on the New York Stock Exchange ("NYSE"), as
well as the Philadelphia, Boston, Chicago and Pacific Stock Exchanges. Copies
of reports, proxy statements and other information concerning Bell Atlantic
also may be inspected at the offices of the NYSE at 20 Broad Street, 18th
Floor, New York, New York 10005, as well as at the offices of such other stock
exchanges.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Bell Atlantic with the SEC pursuant
to the Exchange Act are hereby incorporated by reference in this Prospectus:

(1) Bell Atlantic's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;

(2) Bell Atlantic's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995; and

(3) Bell Atlantic's Current Reports on Form 8-K dated January 23,
1995, April 20, 1995, and July 20, 1995.

Bell Atlantic will provide without charge to each person, including
any beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information that has been
incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this
Prospectus incorporates). Such requests should be directed to Bell Atlantic
Corporation, Shareowner Services, 1717 Arch Street, 31st Floor, Philadelphia,
Pennsylvania 19103 (telephone 215-963-6065).

All documents filed by Bell Atlantic pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the Effective Time of the Merger shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing thereof. Any
statement contained in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

2
6
TABLE OF CONTENTS

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

The Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Regulatory Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Selected Financial Data of Bell Atlantic . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Market for Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

HOWARD W. SAMS & COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Basic Terms of Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Conversion of Sams Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Schedule of Release of Merger Consideration; Adjustments to Merger Consideration. . . . 9
Exchange Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Certain Covenants of Sams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Limitations on Other Proposals or Offers . . . . . . . . . . . . . . . . . . . . . . . . 11
Conditions to Consummation of the Merger . . . . . . . . . . . . . . . . . . . . . . . . 11
Modification or Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Termination of the Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Resale of Bell Atlantic Common Stock by Sellers . . . . . . . . . . . . . . . . . . . . . . . . 12
Certain Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

COMPARISON OF RIGHTS OF HOLDERS OF SAMS COMMON STOCK AND
BELL ATLANTIC COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Authorized Shares of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Dividends and Other Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

3
7

Indemnification and Limitations on Directors' and Officers' Liability . . . . . . . . . . . . . 14
Rights Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
OTHER THAN THOSE CONTAINED OR INCORPORATED HEREIN AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY BELL ATLANTIC OR SAMS. NEITHER THE DELIVERY HEREOF NOR ANY DISTRIBUTION OF
SECURITIES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE FACTS HEREIN SET FORTH OR INCORPORATED
HEREIN SINCE THE DATE HEREOF OR SINCE THE DATE OF ANY DOCUMENT INCORPORATED
HEREIN. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.

4
8
SUMMARY

THE PARTIES

Bell Atlantic Ventures XXIX, Inc. Bell Atlantic Ventures XXIX, Inc.
("Purchaser") is an Indiana corporation and a wholly-owned subsidiary of Bell
Atlantic Corporation ("Bell Atlantic") that was formed to effectuate the
Merger. Purchaser has not engaged in any business or operations other than in
connection with effectuating the Merger.

Howard W. Sams & Company. Howard W. Sams & Company ("Sams") is an
Indiana corporation primarily engaged in database publishing, technical service
information publishing and book publishing.

Damon C. Davis and Richard R. Hauser. Messrs. Davis and Hauser
(individually a "Seller" and together, the "Sellers") are the sole shareholders
of Sams. Each of the Sellers owns 50% of the issued and outstanding capital
stock of Sams. Mr. Davis is the Chairman of the Board of Sams, and Mr. Hauser
is the President of Sams. Each Seller is a party to the Merger Agreement and
has given all requisite approvals of the Merger Agreement and the Merger as a
shareholder under Indiana corporate law.

THE MERGER

The Merger Agreement provides that, subject to the satisfaction or
waiver of certain terms and conditions, Purchaser will be merged with and into
Sams and the Sellers, as the sole shareholders of Sams Common Stock immediately
prior to the effective time of the Merger, will be entitled to receive for each
share of Sams Common Stock a specified amount of cash calculated as set forth
in the Merger Agreement and a number, calculated in accordance with an Exchange
Ratio as defined in the Merger Agreement and described therein, of shares of
Bell Atlantic Common Stock, together with the same number of Rights issuable
pursuant to the Rights Agreement (provided that, in lieu of any fractional
share and Right, Seller will be entitled to receive a cash payment). See "THE
MERGER - Basic Terms of Merger Agreement - Conversion of Sams Common Stock".
The parties to the Merger Agreement currently expect that the closing of the
Merger (the "Closing") will occur during September 1995.

The total consideration payable to the Sellers in connection with the
Merger (the "Merger Consideration"), payable in the form of cash and shares of
Bell Atlantic Common Stock and Rights, will be $6,428,500, subject to certain
adjustments as described herein. The Merger Consideration is payable in two
installments. The first installment, comprising all of the Merger
Consideration other than $50,000 in cash, is to be delivered at Closing. The
second installment, comprising $50,000 in cash, subject to certain offsets,
will be delivered upon determination of the Purchase Price Adjustment as
provided in the Merger Agreement. The amount of cash and number of shares of
Bell Atlantic Common Stock into which each share of Sams Common Stock will be
converted will be calculated based on the aggregate amount of the Merger
Consideration (as it may be adjusted), the number of outstanding shares of Sams
Common Stock as of the Closing, and the market price of Bell Atlantic Common
Stock as of a period prior to the Closing. See "THE MERGER - Basic Terms of
Merger Agreement - Conversion of Sams Common Stock".

5
9
TAX CONSEQUENCES

The Sellers have retained counsel to advise them as to the tax
consequences of the Merger.

SELECTED FINANCIAL DATA OF BELL ATLANTIC

The selected financial data of Bell Atlantic set forth below should be
read in conjunction with the audited financial statements contained in Bell
Atlantic's Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and with the unaudited financial statements contained in Bell Atlantic's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, which are
incorporated by reference in this Prospectus.

At or for the
Six Months Ended
June 30, At or for the Year Ended December 31,
---------------------------- --------------------------------------------------------------

1995 1994 1994(a) 1993(b) 1992 1991(c) 1990
---- ---- ------- ------- ---- ------- ----
(Dollars in millions, except per share amounts)

Operating revenues . . . . . . . $7,014.2 $6,849.6 $13,791.4 $13,145.6 $12,836.0 $12,659.7 $12,649.8

Operating income . . . . . . . . 1,674.5 1,546.3 2,804.6 2,797.6 2,506.2 2,525.3 2,614.3

Income before extraordinary items
and cumulative effect of changes
in accounting principles . . . . 861.6 811.3 1,401.9 1,481.6 1,382.2 1,229.9 1,230.5

Net income (loss) . . . . . . . . 861.6 804.6 (754.8) 1,403.4 1,340.6 (324.4) 1,230.5

Income before extraordinary items
and cumulative effect of changes
in accounting principles per
common share . . . . . . . . . . 1.97 1.86 3.21 3.39 3.23 2.91 2.92

Net income (loss) per common
share . . . . . . . . . . . . . . 1.97 1.84 (1.73) 3.22 3.13 (.72) 2.92

Cash dividends declared per
common share . . . . . . . . . . 1.40 1.38 2.76 2.68 2.60 2.52 2.36

Total assets . . . . . . . . . . 24,819.9 28,685.6 24,271.8 29,544.2 28,099.5 28,305.8 28,391.8

Long-term debt . . . . . . . . . 6,743.2 6,993.2 6,805.7 7,206.2 7,348.2 7,984.0 8,928.5

Book value per common share . . . 14.46 19.47 13.94 18.85 18.00 17.12 19.96

NOTES TO BELL ATLANTIC CORPORATION SELECTED FINANCIAL DATA

(a) 1994 includes an extraordinary charge for the discontinuation of
regulatory accounting principles at the telephone subsidiaries
(effective August 1, 1994).

(b) 1993 includes the adoption of changes in accounting for income taxes
and postemployment benefits.

6
10
MARKET FOR COMMON STOCK

The principal market for trading in Bell Atlantic Common Stock is the
New York Stock Exchange. Bell Atlantic Common Stock is also listed in the
United States on the Boston, Chicago, Pacific and Philadelphia stock exchanges.
As of June 30 1995, there were 965,305 shareowners of record.

High and low stock prices, as reported on the New York Stock Exchange
tape of composite transactions, and dividend data are as follows:

CASH
MARKET PRICE DIVIDENDS
HIGH LOW DECLARED
---- --- --------

1995: First Quarter . . . . . . . . . . . . . $55 3/4 $48 3/8 $.70
Second Quarter . . . . . . . . . . . . 58 7/8 52 .70

1994: First Quarter . . . . . . . . . . . . . $59 5/8 $51 $.69
Second Quarter . . . . . . . . . . . . 56 3/4 49 .69
Third Quarter . . . . . . . . . . . . . 58 3/8 52 1/4 .69
Fourth Quarter . . . . . . . . . . . . 53 1/4 48 3/8 .69

1993: First Quarter . . . . . . . . . . . . . $56 3/4 $49 5/8 $.67
Second Quarter . . . . . . . . . . . . 59 3/8 50 3/4 .67
Third Quarter . . . . . . . . . . . . . 64 7/8 55 5/8 .67
Fourth Quarter . . . . . . . . . . . . 69 1/8 57 .67

1992: First Quarter . . . . . . . . . . . . . $49 $41 1/4 $.65
Second Quarter . . . . . . . . . . . . 45 40 1/4 .65
Third Quarter . . . . . . . . . . . . . 49 3/4 44 1/4 .65
Fourth Quarter . . . . . . . . . . . . 53 7/8 44 1/2 .65

There is no established public trading market for Sams Common Stock.
All of the outstanding Sams Common Stock is held by Damon C. Davis and Richard
R. Hauser. Sams has never paid any cash dividends.

HOWARD W. SAMS & COMPANY

Howard W. Sams & Company ("Sams") was incorporated in Indiana in
December 1989. Sams was formed to acquire certain publishing assets of
Macmillan, Inc. Sams has no subsidiaries.

The primary business of Sams consists of database publishing,
technical service information publishing and book publishing.

The principal offices of Sams are located at 2647 Waterfront Parkway
East Drive, Indianapolis, Indiana 46214, and its telephone number is (317)
298-5400.

The registrant has concluded that it is impracticable to furnish the
financial information regarding Sams that is called for pursuant to Item 17 of
Form S-4.

7
11
THE MERGER

INTRODUCTION

THE MERGER AGREEMENT PROVIDES FOR THE MERGER OF PURCHASER, A
WHOLLY-OWNED SUBSIDIARY OF BELL ATLANTIC, WITH AND INTO SAMS. SET FORTH BELOW,
AMONG OTHER THINGS, IS A DESCRIPTION OF THE MATERIAL TERMS OF THE MERGER
AGREEMENT. SUCH DESCRIPTION DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO THE TEXT OF THE MERGER AGREEMENT.

The Merger Agreement provides that, subject to the satisfaction or
waiver of certain conditions, including but not limited to the receipt of all
necessary third-party approvals, Purchaser will be merged with and into Sams.
See "Basic Terms of Merger Agreement - Conditions to Consummation of Merger"
below. As a result of the Merger, the separate corporate existence of
Purchaser will cease and the Sellers will be entitled to receive cash and
shares of Bell Atlantic Common Stock, together with Rights, in exchange for
their Sams Common Stock. See "Basic Terms of Merger Agreement - Conversion of
Sams Common Stock" below.

BACKGROUND OF THE MERGER

On July 18, 1995, the Sellers, Sams and an indirect, wholly-owned
subsidiary of Bell Atlantic executed a non-binding letter of intent which
provided for, among other things, the negotiation and execution of definitive
documents for the merger of Sams and a subsidiary of Bell Atlantic. After
negotiations, the Sellers, Sams and Purchaser executed an Agreement and Plan of
Merger dated as of August 30, 1995 (the "Merger Agreement"). The Merger
Agreement and the Merger were approved by the Board of Directors of Sams and by
the Sellers as the sole shareholders of Sams, and by the Board of Directors of
Purchaser and by Bell Atlantic as sole shareholder of Purchaser.

BASIC TERMS OF MERGER AGREEMENT

Conversion of Sams Common Stock. At the Effective Time (see
"Effective Time" below), each outstanding share of Sams Common Stock will be
converted into the right to receive cash and a number of shares of Bell
Atlantic Common Stock, together with the same number of Rights. For a
description of the Rights, see "COMPARISON OF RIGHTS OF HOLDERS OF SAMS COMMON
STOCK AND BELL ATLANTIC COMMON STOCK--Rights Agreement".

The total Purchase Price (as defined in Section 2.1(a) of the Merger
Agreement) into which the outstanding shares of Sams Common Stock will be
converted will be $6,428,500 less an adjustment (the "Purchase Price
Adjustment") for (i) the amount by which Sams' Indebtedness (as defined in
Section 2.1(c) of the Merger Agreement) as of the closing date of the Merger
(the "Closing Date") exceeds $1,821,500, (ii) the amount of any indebtedness
outstanding on the Closing Date from Sams to either Seller or his relatives,
and (iii) the amount by which Sams' Working Capital (as defined in Section
2.1(d) of the Merger Agreement) as of the Closing Date is less than $2,600,000.
Of the Purchase Price, the lesser of (i) $1,000,000 and (ii) 16% of the total
Purchase Price, will be paid in cash, and the balance will be paid in the form
of Bell Atlantic Common Stock. The exact number of shares of Bell Atlantic
Common Stock to

8
12
be received by Seller, and the number of shares of Bell Atlantic Common Stock
into which each share of Sams Common Stock will be converted, will be
determined as of the Closing Date based upon an Exchange Ratio (as defined in
and determined in accordance with Section 2.2(b) of the Merger Agreement). The
Exchange Ratio will be based upon a fraction, the numerator of which is the
Conversion Amount per share of Sams Common Stock (as defined in and determined
in accordance with Section 2.2(b) of the Merger Agreement) and the denominator
of which is the BAC Conversion Price (as defined in and determined in
accordance with Section 2.2(b) of the Merger Agreement). The Exchange Ratio is
subject to changes in the Conversion Amount and the BAC Conversion Price.

The BAC Conversion Price (as defined in and determined in accordance
with Section 2.2(b) of the Merger Agreement) will be equal to the closing price
of Bell Atlantic Common Stock as reported on the NYSE Composite Tape for the
ten trading days ending on the fifth trading day prior to the Closing Date.
Market fluctuations in the price of Bell Atlantic Common Stock will affect the
Exchange Ratio applicable to Sams Common Stock. The closing price for Bell
Atlantic Common Stock on September 1, 1995, was $58-7/8.

THE BAC CONVERSION PRICE MAY BE MORE OR LESS THAN THE ACTUAL MARKET
PRICE OF BELL ATLANTIC COMMON STOCK AT THE EFFECTIVE TIME, AND ON THE DAY ON
WHICH CERTIFICATES FOR SHARES OF BELL ATLANTIC COMMON STOCK ARE SENT TO SELLER.

Assuming for illustration purposes only that the Conversion Amount
will be $92.00, variations in the BAC Conversion Price will proportionately
affect the Exchange Ratio that will determine the number of shares of Bell
Atlantic Common Stock issuable in exchange for a share of Sams Common Stock
upon consummation of the Merger as illustrated by the following table:

Exchange Ratio for
Assumed Assumed BAC Bell Atlantic Common Stock
Conversion Amount Conversion Price per Sams Share
----------------- ---------------- --------------

$92.00 $55.00 1.6729 shares
$92.00 $58.00 1.5864 shares
$92.00 $61.00 1.5083 shares

No fractional share of Bell Atlantic Common Stock and no fractional
Right will be issued in the Merger. Instead, to the extent that a Seller would
otherwise be entitled to receive a fractional share of Bell Atlantic Common
Stock and a fractional Right, such Seller will be paid an amount of cash,
without interest, equal to such fraction of a share of Bell Atlantic Common
Stock, multiplied by the BAC Conversion Price.

Schedule of Release of Merger Consideration; Adjustments to Merger
Consideration. The Merger Consideration will be delivered to the Sellers as
follows (subject to the adjustments described below): On the Closing Date, in
return for delivery of the Sams Common Stock, the Sellers will receive, in the
aggregate, all of the Bell Atlantic Common Stock portion, and all but $50,000
of the cash portion. The balance of the Merger Consideration will be delivered
to the Sellers at such time as the Purchase Price

9
13
Adjustment has been finally determined. The portion of the Merger
Consideration to be delivered following the Closing Date shall be reduced or
increased, as applicable, on a dollar-for-dollar basis for any amount by which
the Purchase Price Adjustment exceeds or is less than, respectively, the
estimated amount thereof used for purposes of determining the amount of Merger
Consideration on the Closing Date, and shall be further reduced on a
dollar-for-dollar basis for claims by Purchaser against the Sellers for
indemnification for breaches of representations and warranties or for failure
to comply with covenants as provided for in the Merger Agreement.

Exchange Procedure. At the Effective Time, each Seller will surrender
all certificates representing the outstanding shares of Sams' outstanding
Common Stock for payment therefor and conversion thereof. Upon the surrender
of such certificates, Purchaser will deliver the first installment of cash and
the certificates evidencing shares of Bell Atlantic Common Stock, all in
accordance with instructions provided by such Seller.

Until such shares of Sams Common Stock are surrendered, each
certificate for Sams Common Stock that immediately prior to the Effective Time
represented shares of Sams Common Stock shall be deemed at and after the
Effective Time to represent only the right to receive, upon such surrender, the
Merger Consideration payable with respect to such shares. A Seller will not be
entitled to receive any dividend or distribution payable to holders of Bell
Atlantic Common Stock declared with a record date after the Effective Time, or
to exercise any voting rights with respect to Bell Atlantic Common Stock to be
issued as Merger Consideration, or to receive certificates representing shares
of Bell Atlantic Common Stock, until such Seller's certificates for Sams Common
Stock have been surrendered in accordance with the procedures set forth in the
Merger Agreement.

Effective Time. The Merger will be consummated five business days
after all conditions to the consummation of the Merger set forth in the Merger
Agreement are satisfied or, to the extent permitted by law, waived, or on such
other date as mutually agreed by Purchaser and the Sellers. See "Conditions to
Consummation of the Merger" below. The Effective Time will occur on the filing
of the Articles of Merger with the Indiana Secretary of State.

Representations and Warranties. Sams, the Sellers and Purchaser have
made a number of representations and warranties in the Merger Agreement with
respect to, among other things, their organization and good standing, and their
authorization and authority to enter into and perform their respective
obligations under the Merger Agreement. The Sellers and Sams also have made
representations and warranties in the Merger Agreement with respect to Sams'
business and operations, including but not limited to the status of certain
governmental licenses, material contracts, title to and condition of property,
environmental matters, tax matters, contracts, litigation, capitalization,
ownership of Sams Common Stock, conduct of business, the accuracy in all
material respects of the information provided by them in this Prospectus, and
the accuracy of Sams' financial statements.

Certain Covenants of Sams. The Sellers and Sams have agreed that,
during the period prior to the Effective Time (except as expressly permitted by
the Merger Agreement or to the extent that Purchaser shall otherwise agree),
Sams will carry on its business in the ordinary course consistent with past
practice; will take all action necessary to comply with and maintain all
governmental licenses used or held in connection with its business and
otherwise preserve its rights to conduct its business; and will use its best

10
14
efforts to preserve intact its business organization and maintain its existing
relations with customers, suppliers, employees and business associates. In
addition, Sams has agreed that, during the period prior to the Effective Time,
Sams will not (except as expressly permitted by the Merger Agreement or to the
extent that Purchaser shall otherwise consent): (a) take any action which would
cause the representations and warranties made by the Sellers and Sams to become
untrue; or (b) declare, pay or set aside for payment any dividend or other
distribution in respect of its capital stock.

Limitations on Other Proposals or Offers. Sams and the Sellers have
agreed not to, and not to permit any director, officer, agent or affiliate of
Sams to, directly or indirectly, sell, agree to sell, solicit inquiries or
proposals or furnish any non-public information with respect to, or participate
in any negotiations or discussions concerning any acquisition or purchase of,
all or a substantial portion of the business or the assets of, or any equity
interest in, Sams, or any business combination with Sams. The Merger Agreement
requires Sams and the Sellers to advise Purchaser immediately if Sams receives
such an offer or inquiry.

Conditions to Consummation of the Merger. The respective obligations
of each of Purchaser, the Sellers and Sams to consummate the Merger are subject
to the satisfaction at or prior to the Closing Date of certain conditions, any
one or more of which may be waived in whole or in part by the party entitled to
the benefit thereof, to the extent permitted by law, including that the
registration statement filed with the SEC with respect to the shares of Bell
Atlantic Common Stock to be issued in the Merger shall have become effective
and no stop order suspending the effectiveness of such registration statement
shall have been issued and no proceedings for that purpose shall have been
initiated or threatened by the SEC.

The obligation of Purchaser to consummate the Merger also is subject
to the satisfaction of certain additional conditions, including the following,
unless waived by Purchaser, to the extent permitted by law: (a) the
representations and warranties of Sams and the Sellers contained in the Merger
Agreement shall have been true on the date of the Merger and shall be true and
correct in all material respects at and as of the Closing with the same force
and effect as though the same had been made at and as of the Closing; (b) the
obligations of Sams and the Sellers under the Merger Agreement required to be
performed by Sams or the Sellers at or prior to the Closing shall have been
duly performed in all respects; (c) there shall not be any suit, action or
other proceeding, or injunction or final judgment relating thereto, pending or
threatened to restrain or prohibit or to obtain damages or other relief in
connection with any of the transactions contemplated by the Merger Agreement,
and no investigation that might result in any such suit, action or proceeding
shall be pending or threatened; (d) all governmental consents and governmental
filings and all other consents or approvals of any other person determined to
be required to permit the consummation of the transactions contemplated by the
Merger Agreement shall have been obtained or made; and (e) each Seller shall
have entered into an Employment Agreement in the form attached as Exhibit
5.1.10 to the Merger Agreement.

The obligations of Sams and the Sellers to consummate the Merger also
are subject to the satisfaction of certain additional conditions, including the
following, unless waived by the Sellers, to the extent permitted by law: (a)
the representations and warranties of Purchaser contained in the Merger
Agreement shall have been true when made and shall be true and correct in all
material respects at and as of the Closing with the same force and effect as
though the same had been made at and as of the Closing, and the obligations of
Purchaser under the Merger Agreement required to be performed by it at or prior
to

11
15
the Closing shall have been duly performed in all material respects; and (b)
all governmental consents and governmental filings required to permit the
consummation of the transactions contemplated by the Merger Agreement shall
have been obtained or made.

The conditions to be satisfied before the parties will be obligated to
consummate the Merger are set forth in Article 5 of the Merger Agreement. Any
provision of the Merger Agreement may be waived at any time, to the extent
permitted by law, by the party entitled to the benefits of the provision.

Modification or Amendment. The Merger Agreement may not be modified
or amended except by a written agreement executed on behalf of Purchaser, the
Sellers and Sams.

Termination of the Merger Agreement. The Merger Agreement may be
terminated at any time prior to the filing of the Articles of Merger with the
Indiana Secretary of State: (a) by mutual consent of Purchaser and the Sellers;
or (b) by Purchaser or by either Seller if: (i) the Merger is not consummated
by September 30, 1995 through no fault of the terminating party or its (and, in
the case of a Seller, Sams') directors, officers or shareholders; or (ii) the
other party has failed to comply in any material respect with any of the
covenants or agreements contained in the Merger Agreement to be complied with
or performed by it at or prior to the Closing Date and such failure has not
been cured within 20 business days after receipt of notice thereof or the
representations and warranties made by such other party were materially
incorrect when or become materially incorrect prior to Closing.

RESALE OF BELL ATLANTIC COMMON STOCK BY SELLERS

The shares of Bell Atlantic Common Stock to be issued to Seller in the
Merger have been registered under the Securities Act. Since each Seller owns
50% of the outstanding Common Stock of Sams and is an executive officer of
Sams, each Seller is considered to be an "affiliate" of Sams, as that term is
used in Rule 145 under the Securities Act ("Rule 145"). Rule 145 imposes
certain restrictions on the transfer of shares received by an affiliate in a
merger. Rule 145 also provides certain conditions under which a Seller, as an
affiliate of Sams, would nevertheless be permitted to resell the Bell Atlantic
shares he is to receive in the Merger without being deemed an underwriter. As
a condition to the consummation of the Merger, each Seller will be required to
deliver a letter under which such Seller agrees not to dispose of such Bell
Atlantic shares except in accordance with the applicable provisions of Rule
145.

CERTAIN FEES AND EXPENSES

If the Merger Agreement is terminated by Purchaser under the
termination provisions of Section 8.1(a)(ii) of the Merger Agreement, then the
Sellers and Sams will be jointly and severally liable to Purchaser for all of
Purchaser's costs and expenses incurred in connection with the Merger
Agreement. If the Merger Agreement is terminated by either Seller under the
termination provisions of Section 8.1(a)(iii) of the Merger Agreement, then
Purchaser will be liable to the Sellers and Sams for all of their costs and
expenses incurred in connection with the Merger Agreement. See "Termination of
the Merger Agreement" under "THE MERGER--Basic Terms of the Merger Agreement"
above.

Except as set forth above, each of the parties to the Merger Agreement
will pay its own expenses in connection with the Merger Agreement.

12
16
COMPARISON OF RIGHTS OF HOLDERS OF
SAMS COMMON STOCK AND
BELL ATLANTIC COMMON STOCK

Following consummation of the Merger and the surrender of certificates
representing shares of Sams Common Stock, Sams' shareholders will become
shareholders of Bell Atlantic. The following is a summary discussion of the
most significant differences in the rights of holders of Sams Common Stock and
Bell Atlantic Common Stock. These differences arise from the various provisions
of the corporation laws of the states under which Sams and Bell Atlantic are
organized (Indiana and Delaware, respectively), and from the various provisions
of the respective certificates of incorporation and By-laws of Sams and Bell
Atlantic and from the Rights Agreement. This summary is not intended to be
complete and is qualified in its entirety by reference to the certificate of
incorporation and By-laws of each of Sams and Bell Atlantic and to the Rights
Agreement.

AUTHORIZED SHARES OF CAPITAL STOCK

The Certificate of Incorporation of Bell Atlantic authorizes the
issuance of 1.5 billion shares of Bell Atlantic Common Stock, 12.5 million
shares of series preferred stock, par value $1.00 per share (the "Bell Atlantic
Series Preferred Stock"), and 12.5 million shares of series preference stock,
par value $1.00 per share (the "Bell Atlantic Series Preference Stock"). The
Board of Directors is authorized to provide for the issuance of the Bell
Atlantic Series Preferred Stock or Bell Atlantic Series Preference Stock from
time to time in series and, as to each series, to fix the number of shares in
such series and the voting, dividend, redemption liquidation, retirement and
conversion provisions applicable to the shares of such series. Pursuant to
this authority, on March 28, 1989, in conjunction with its execution of the
Rights Agreement (see "Rights Agreement" below), the Board of Directors of Bell
Atlantic created a series of Bell Atlantic Series Preference Stock, designated
as Series A Junior Participating Preference Stock, par value $1.00 per share
(the "Series A Junior Participating Preference Stock"), comprising 5 million
shares of such Series A Junior Participating Preference Stock.

As of June 30, 1995, approximately 437,600,000 shares of Bell Atlantic
Common Stock were issued and outstanding. As of such date, no shares of Bell
Atlantic Series Preferred Stock, Bell Atlantic Series Preference Stock or
Series A Junior Participating Preference Stock were issued and outstanding and
Bell Atlantic has no plans to issue any shares of Bell Atlantic Series
Preferred Stock, Bell Atlantic Series Preference Stock or Series A Junior
Participating Preference Stock as of the date of this Prospectus.

The Certificate of Incorporation of Sams authorizes its Board of
Directors to issue 20,000,000 shares of Sams Common Stock and 10,000 Preferred
Shares. As of June 30, 1995, there were 59,000 shares of Sams Common Stock
outstanding, 29,500 of which were owned by Damon C. Davis, Chairman of the
Board of Sams and 29,500 of which were owned by Richard R. Hauser, President of
Sams. No other shares of Sams Common Stock or Sams Preferred Shares are
outstanding, and Sams Common Stock is not publicly traded.

13
17
VOTING RIGHTS

Holders of Bell Atlantic Common Stock have one vote per share on all
matters submitted to a vote of the stockholders of Bell Atlantic and do not
have the right to cumulate votes.

Holders of Sams Common Stock are entitled to one vote per share on all
matters requiring shareholder action and do not have cumulative voting rights
for the election of directors. The holders of Sams Common Stock have no
preemptive or other subscription or conversion rights, and there are no
redemption or sinking fund provisions applicable thereto. All issued and
outstanding shares of Sams Common Stock are fully paid and nonassessable.

DIVIDENDS AND OTHER DISTRIBUTIONS

The holders of Bell Atlantic Common Stock are entitled to receive,
from funds legally available for the payment thereof, dividends when and as
declared by resolution of the Board of Directors. See "SUMMARY - Market for
Common Stock".

Holders of Sams Common Stock are entitled to receive dividends when
and as declared by the Board of Directors. In the event of the liquidation,
dissolution, distribution of assets or winding up of Sams, the holders of Sams
Common Stock are entitled to share pro rata in the assets remaining after
creditors have been paid. Sams has not paid any dividends on Sams Common Stock
and has no present intention of doing so. Certain commercial loan agreements
to which Sams is a party restrict or prohibit the payment of dividends on Sams
Common Stock.

INDEMNIFICATION AND LIMITATIONS ON DIRECTORS' AND OFFICERS' LIABILITY

The Certificate of Incorporation of Bell Atlantic provides that, to
the fullest extent provided by the Delaware General Corporation Law (the
"DGCL"), a director of such corporation will not be liable for monetary damages
to such corporation or its stockholders for breach of fiduciary duty. The DGCL
provides that a corporation may limit or eliminate a director's or officer's
personal liability for monetary damages to the corporation or its shareholders
except for liability (i) for any breach of the director's or officer's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for paying a dividend or approving a stock repurchase in violation
of Section 174 of the DGCL, or (iv) for any transaction from which the director
or officer derived an improper personal benefit.

The By-laws of Bell Atlantic provide for indemnification under certain
circumstances of an officer or director who was or is a party or is threatened
to be made a party to any pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person was an officer or director of Bell Atlantic. Such
indemnification includes expenses incurred in the successful defense of any
such action, suit or proceeding.

Chapter 37 of the Indiana Business Corporation Law grants to each
Indiana corporation broad powers to indemnify directors, officers, employees or
agents against expenses incurred in certain

14
18
proceedings if the conduct in question was found to be in good faith and was
reasonably believed to be in the corporation's best interest. This statute
provides, however, that this indemnification should not be deemed exclusive of
any other indemnification rights provided by the articles of incorporation,
by-laws, resolution or other authorization adopted by majority vote of the
voting shares then issued and outstanding. The Code of By-Laws of Sams
contains certain provisions requiring indemnification of directors whose
conduct is not found to have constituted willful misconduct or recklessness.

RIGHTS AGREEMENT

On March 28, 1989, the Board of Directors of Bell Atlantic declared a
dividend distribution of one Right for each outstanding share of Bell Atlantic
Common Stock to stockholders of record at the close of business on April 10,
1989. Subject to exceptions set forth in the Rights Agreement, each Right,
when exercisable, entitles the registered holder to purchase from Bell Atlantic
one one-hundredth of a share of Series A Junior Participating Preference Stock
at a price of $250 per one one-hundredth share, subject to adjustment. The
description and terms of the Rights are set forth in the Rights Agreement.

LEGAL OPINIONS

The validity of the Bell Atlantic Common Stock to be issued in the
Merger has been passed upon for Bell Atlantic by P. Alan Bulliner, Vice
President-Corporate Secretary and Counsel of Bell Atlantic. As of June 30,
1995, Mr. Bulliner owned beneficially and had options to acquire 20,870 shares
of Bell Atlantic Common Stock.

INDEPENDENT ACCOUNTANTS

The consolidated financial statements and consolidated financial
statement schedule of Bell Atlantic and its subsidiaries included in Bell
Atlantic's Annual Report on Form 10-K for the year ended December 31, 1994,
have been incorporated by reference herein in reliance on the reports of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.

15
19

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law provides for the
indemnification of directors and officers under certain circumstances.
Generally such persons must have acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal action or proceeding, such person must also
have had no reasonable cause to believe his conduct was unlawful. In any
proceeding by or in the right of the corporation, no such indemnification may
be made if such person shall have been adjudged to have been liable to the
corporation, unless, and only to the extent, the court in which the proceeding
was brought, or the Delaware Court of Chancery, orders such indemnification.
When the director or officer successfully defends any such civil or criminal
proceeding, indemnification is required. Bell Atlantic's By-Laws provide for
indemnification of Bell Atlantic's officers and directors to the extent
permitted by the Delaware General Corporation Law.

The directors and officers of Bell Atlantic are insured against
certain liabilities, including certain liabilities arising under the Securities
Act of 1933, which might be incurred by them in such capacities and against
which they cannot be indemnified by Bell Atlantic. Such insurance is in
addition to rights of directors and officers to indemnification by Bell
Atlantic.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibits

The following exhibits are filed as part of this Registration Statement.

EXHIBIT
NUMBER

2 Agreement and Plan of Merger dated as of August 30, 1995, among a
subsidiary of the registrant, Damon C. Davis, Richard R. Hauser, and
Howard W. Sams & Company.

5 Opinion of P. Alan Bulliner, Vice President-Corporate Secretary and
Counsel of the registrant, as to the legality of the securities
being registered.

23.1 Consent of Coopers & Lybrand L.L.P., Independent Public Accountants.

23.2 Consent of P. Alan Bulliner, Vice President-Corporate Secretary and
Counsel is contained in the opinion of counsel filed as Exhibit 5.

24 Powers of Attorney executed by officers and directors who signed
this registration statement.

II-1
20
ITEM 22. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(a) That, for purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(b) That prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.

(c) That every prospectus (i) that is filed pursuant to paragraph (b)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act of 1933 and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(d) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

(e) To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
the registration statement through the date of responding to the request.

(f) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it
became effective.

(g) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 15 (other than
the insurance policies referred to therein), or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

II-2
21
SIGNATURES

THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania, on the 5th day of September, 1995.

BELL ATLANTIC CORPORATION

By: /s/ William O. Albertini
-----------------------------------------------------
William O. Albertini
(Executive Vice President and Chief Financial Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed below by the following persons
in the capacities and on the date indicated.

PRINCIPAL EXECUTIVE OFFICER:

Raymond W. Smith
Chairman and Chief Executive Officer

PRINCIPAL FINANCIAL OFFICER:

William O. Albertini
Executive Vice President and Chief Financial
Officer

PRINCIPAL ACCOUNTING OFFICER:

Barbara L. Connor
Vice President - Finance and Controller

DIRECTORS: By: /s/ William O. Albertini
--------------------------
William W. Adams (William O. Albertini,
William O. Albertini individually and
Lawrence T. Babbio, Jr. as attorney-in-fact)
Thomas E. Bolger
Frank C. Carlucci September 5, 1995
William G. Copeland
James G. Cullen
James H. Gilliam, Jr.
Thomas H. Kean
John C. Marous, Jr.
John F. Maypole
Joseph Neubauer
Thomas H. O'Brien
Rozanne L. Ridgway
Raymond W. Smith
Shirley Young

II-3