1
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith and
William O. Albertini, and each of them, as attorney for the undersigned for the
purpose of executing and filing such registration statement or any amendment
thereto, hereby giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if personally present,
and hereby ratifying all that said attorney may lawfully do or cause to be done
by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22 day of August, 1995.



                                                   /Barbara L. Connor/
                                                   -------------------
                                                   Barbara L. Connor
   2
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith,
William O. Albertini, and Barbara L. Connor, and each of them, as attorney for
the undersigned for the purpose of executing and filing such registration
statement or any amendment thereto, hereby giving to said attorney full
authority to perform all acts necessary thereto as fully as the undersigned
could do if personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21st day of August, 1995.



                                                   /William W. Adams/
                                                   ------------------
                                                   William W. Adams
   3
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith and
Barbara L. Connor, and each of them, as attorney for the undersigned for the
purpose of executing and filing such registration statement or any amendment
thereto, hereby giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if personally present,
and hereby ratifying all that said attorney may lawfully do or cause to be done
by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22 day of August, 1995.



                                                   /William O. Albertini/
                                                   ----------------------
                                                   William O. Albertini
   4
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith,
William O. Albertini, and Barbara L. Connor, and each of them, as attorney for
the undersigned for the purpose of executing and filing such registration
statement or any amendment thereto, hereby giving to said attorney full
authority to perform all acts necessary thereto as fully as the undersigned
could do if personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 20 day of August, 1995.



                                                   /Lawrence T. Babbio, Jr./
                                                   -------------------------    
                                                   Lawrence T. Babbio, Jr.
   5
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith,
William O. Albertini, and Barbara L. Connor, and each of them, as attorney for
the undersigned for the purpose of executing and filing such registration
statement or any amendment thereto, hereby giving to said attorney full
authority to perform all acts necessary thereto as fully as the undersigned
could do if personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22 day of August, 1995.



                                                   /Thomas E. Bolger/
                                                   ------------------
                                                   Thomas E. Bolger
   6
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith,
William O. Albertini, and Barbara L. Connor, and each of them, as attorney for
the undersigned for the purpose of executing and filing such registration
statement or any amendment thereto, hereby giving to said attorney full
authority to perform all acts necessary thereto as fully as the undersigned
could do if personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 18th day of August, 1995.



                                                   /Frank C. Carlucci/
                                                   -------------------         
                                                   Frank C. Carlucci
   7
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith,
William O. Albertini, and Barbara L. Connor, and each of them, as attorney for
the undersigned for the purpose of executing and filing such registration
statement or any amendment thereto, hereby giving to said attorney full
authority to perform all acts necessary thereto as fully as the undersigned
could do if personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21st day of August, 1995.



                                                   /William G. Copeland/
                                                   ---------------------
                                                   William G. Copeland
   8
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith,
William O. Albertini, and Barbara L. Connor, and each of them, as attorney for
the undersigned for the purpose of executing and filing such registration
statement or any amendment thereto, hereby giving to said attorney full
authority to perform all acts necessary thereto as fully as the undersigned
could do if personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22 day of August, 1995.



                                                   /James G. Cullen/
                                                   -----------------            
                                                   James G. Cullen
   9
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith,
William O. Albertini, and Barbara L. Connor, and each of them, as attorney for
the undersigned for the purpose of executing and filing such registration
statement or any amendment thereto, hereby giving to said attorney full
authority to perform all acts necessary thereto as fully as the undersigned
could do if personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 18th day of August, 1995.



                                                   /James H. Gilliam, Jr./
                                                   -----------------------
                                                   James H. Gilliam, Jr.
   10
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith,
William O. Albertini, and Barbara L. Connor, and each of them, as attorney for
the undersigned for the purpose of executing and filing such registration
statement or any amendment thereto, hereby giving to said attorney full
authority to perform all acts necessary thereto as fully as the undersigned
could do if personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 23 day of August, 1995.



                                                   /Thomas H. Kean/
                                                   ----------------             
                                                   Thomas H. Kean
   11
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith,
William O. Albertini, and Barbara L. Connor, and each of them, as attorney for
the undersigned for the purpose of executing and filing such registration
statement or any amendment thereto, hereby giving to said attorney full
authority to perform all acts necessary thereto as fully as the undersigned
could do if personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22 day of August, 1995.



                                                   /John C. Marous, Jr./
                                                   ---------------------
                                                   John C. Marous, Jr.
   12
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith,
William O. Albertini, and Barbara L. Connor, and each of them, as attorney for
the undersigned for the purpose of executing and filing such registration
statement or any amendment thereto, hereby giving to said attorney full
authority to perform all acts necessary thereto as fully as the undersigned
could do if personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21 day of August, 1995.



                                                   /John F. Maypole/
                                                   -----------------
                                                   John F. Maypole
   13
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith,
William O. Albertini, and Barbara L. Connor, and each of them, as attorney for
the undersigned for the purpose of executing and filing such registration
statement or any amendment thereto, hereby giving to said attorney full
authority to perform all acts necessary thereto as fully as the undersigned
could do if personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21 day of August, 1995.



                                                   /Joseph Neubauer/
                                                   -----------------            
                                                   Joseph Neubauer
   14
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith,
William O. Albertini, and Barbara L. Connor, and each of them, as attorney for
the undersigned for the purpose of executing and filing such registration
statement or any amendment thereto, hereby giving to said attorney full
authority to perform all acts necessary thereto as fully as the undersigned
could do if personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21 day of August, 1995.



                                                   /Thomas H. O'Brien/
                                                   -------------------          
                                                   Thomas H. O'Brien
   15
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith,
William O. Albertini, and Barbara L. Connor, and each of them, as attorney for
the undersigned for the purpose of executing and filing such registration
statement or any amendment thereto, hereby giving to said attorney full
authority to perform all acts necessary thereto as fully as the undersigned
could do if personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22nd day of August, 1995.



                                                   /Rozanne L. Ridgway/
                                                   --------------------         
                                                   Rozanne L. Ridgway
   16
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints William O. Albertini,
and Barbara L. Connor, and each of them, as attorney for the undersigned for
the purpose of executing and filing such registration statement or any
amendment thereto, hereby giving to said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22 day of August, 1995.



                                                   /Raymond W. Smith/
                                                   ------------------         
                                                   Raymond W. Smith
   17
                               POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, a registration statement on Form S-4 relating to shares of
the Company's common stock which will be issued in connection with the merger
of a subsidiary of the Company with and into Howard W. Sams & Company;

         NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith,
William O. Albertini, and Barbara L. Connor, and each of them, as attorney for
the undersigned for the purpose of executing and filing such registration
statement or any amendment thereto, hereby giving to said attorney full
authority to perform all acts necessary thereto as fully as the undersigned
could do if personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22 day of August, 1995.



                                                   /Shirley Young/
                                                   ---------------            
                                                   Shirley Young