1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

BELL ATLANTIC CORPORATION
(Name of Registrant as Specified in its Charter)

BELL ATLANTIC CORPORATION
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:

- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:(1)

- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- -------------------------------------------------------------------------------
(5) Total fee paid:

- -------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form of schedule and the date of its filing.

(1) Amount previously paid:

- -------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:

- -------------------------------------------------------------------------------
(3) Filing party:

- -------------------------------------------------------------------------------
(4) Date filed:

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

- ---------------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
2

LOGO
- --------------------------------------------------------------------------------

NOTICE OF 1996 ANNUAL MEETING
OF SHAREOWNERS

February 28, 1996

The 1996 Annual Meeting of Shareowners of Bell Atlantic Corporation (the
"Company") will be held at The Playhouse Theatre, DuPont Building, 10th & Market
Streets, Wilmington, Delaware, on Friday, April 26, 1996, from 3 p.m. to
approximately 5 p.m., for the following purposes:

1. To elect fifteen directors for the ensuing year;

2. To ratify the appointment of independent accountants to audit the
Company's accounts for the year 1996;

3. To vote upon amendments to the Bell Atlantic Stock Compensation Plan
for Outside Directors; and

4. To act upon such other matters, including shareowner proposals, as
may properly come before the meeting.

Holders of the Company's common stock of record at the close of business on
February 28, 1996 will be entitled to vote at the Annual Meeting or any
adjournment thereof. A list of such shareowners will be available for inspection
by shareowners of record during regular business hours at the offices of Bell
Atlantic - Delaware, Inc., 901 Tatnall Street, Wilmington, Delaware, for ten
days prior to the date of the Annual Meeting. Any shareowner wishing to inspect
the list should make an appointment to do so with the Vice President - Corporate
Secretary and Counsel, Bell Atlantic Corporation, 1717 Arch Street, 32nd Floor,
Philadelphia, PA 19103.

The Playhouse Theatre is accessible to all shareowners. A sign language
interpreter will be provided if any shareowner so requests of the Vice
President - Corporate Secretary and Counsel by April 5, 1996.

By Order of the Board of Directors

P. Alan Bulliner
Vice President - Corporate Secretary and Counsel

PLEASE SIGN AND PROMPTLY RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL
MEETING. SHAREOWNERS WILL BE ADMITTED TO THE ANNUAL
MEETING UPON PRESENTATION OF PROOF OF OWNERSHIP.
FOR SHAREOWNERS WHO OWN STOCK HELD BY BANKS,
BROKERS, OR INVESTMENT PLANS, EXAMPLES OF
PROOF OF OWNERSHIP WOULD INCLUDE A 1996
BROKERAGE STATEMENT OR A LETTER
FROM THE BANK OR BROKER.
3

PROXY STATEMENT

CONTENTS PAGE

- -----------------------------------------------------------------------------------------------
Voting Procedures 1
- -----------------------------------------------------------------------------------------------
Election of Directors 1
- -Item A on Proxy Card
- -----------------------------------------------------------------------------------------------
Ratification of Independent Accountants 6
- -Item B on Proxy Card
- -----------------------------------------------------------------------------------------------
Amendments to the Bell Atlantic Stock Compensation Plan for Outside Directors 6
- -Item C on Proxy Card
- -----------------------------------------------------------------------------------------------
Proposals of Shareowners 7
- -Items D, E, F, and G on Proxy Card
- -----------------------------------------------------------------------------------------------
Other Business 10
- -----------------------------------------------------------------------------------------------
Executive Compensation 11
- -----------------------------------------------------------------------------------------------
Submission of Shareowner Proposals and Director 20
Nominations for 1997 Annual Meeting
- -----------------------------------------------------------------------------------------------
Proxy Solicitation 20
- -----------------------------------------------------------------------------------------------

- -Items scheduled to be voted on at the Annual Meeting.

BELL ATLANTIC CORPORATION
1717 ARCH STREET, PHILADELPHIA, PA 19103
4

VOTING PROCEDURES---------------------------------------------------------------

This proxy statement and the accompanying proxy card or proxy/voting
instruction card (either, the "proxy card") are being mailed beginning on or
about March 6, 1996, to holders of record of common stock, par value $1.00 per
share, of Bell Atlantic Corporation (the "Company" or "Bell Atlantic") in
connection with the solicitation of proxies by the Board of Directors for the
Company's 1996 Annual Meeting of Shareowners. The record date for the Annual
Meeting is the close of business on February 28, 1996. On that date,
approximately 437,816,000 shares of common stock were outstanding, each of which
is entitled to one vote at the Annual Meeting.
When a proxy card is returned properly signed, the shares represented will
be voted in accordance with the shareowner's directions. If the proxy card is
signed and returned without directions, the shares will be voted as recommended
by the Directors. A shareowner giving a proxy may revoke it at any time before
it is voted at the Annual Meeting, by written notice to the Secretary, by
submission of a proxy bearing a later date, or by casting a ballot at the Annual
Meeting.
The holders of one-third of the shares issued and outstanding and entitled
to vote, present in person or represented by proxy, will constitute a quorum for
the transaction of business. Assuming a quorum is present, the fifteen nominees
for Director receiving the highest number of votes will be elected. For Items B,
D, E, F and G, the affirmative vote of a majority of shares present in person or
by proxy and voting on a matter is necessary for approval. For Item C, the
proposal to amend the Bell Atlantic Stock Compensation Plan for Outside
Directors, Securities and Exchange Commission rules specify that a majority of
shares present in person or by proxy and entitled to vote is necessary for
approval. Shares represented by proxies which are marked "abstain" for Items B,
D, E, F and G on the proxy card and proxies which are marked to deny
discretionary authority on other matters will not be included in the vote totals
for those items and, therefore, will have no effect on the vote. Shares
represented by proxies which are marked "abstain" for Item C will have the same
effect as a vote "against" Item C. Where brokers are prohibited from exercising
discretionary authority for beneficial owners who have not provided voting
instructions (commonly referred to as "broker non-votes"), those shares will not
be included in the vote totals.
If a shareowner is a participant in the Company's Dividend Reinvestment and
Stock Purchase Plan ("DRSPP"), the proxy card covers the number of full shares
registered in the name of the Company in the participant's plan account and will
serve as voting instructions for such shares. If a shareowner is a participant
in the Company's 1976 Employee Stock Ownership Plan ("1976 ESOP"), Savings Plan
for Salaried Employees, or Savings and Security Plan (Non-Salaried Employees),
the proxy card will similarly serve as voting instructions for the trustees of
those Plans, if accounts are registered in the same name. Shares in DRSPP and
the 1976 ESOP cannot be voted unless the proxy card is signed and returned. If
proxy cards representing shares in the two Savings Plans are not returned, those
shares will be voted in the same proportion as the shares for which signed proxy
cards are returned by other participants in those Plans.

ELECTION OF DIRECTORS-----------------------------------------------------------
ITEM A ON PROXY CARD

Each of the fifteen nominees named on the following pages has been
nominated for election as a Director of the Company to serve until the 1997
Annual Meeting of Shareowners, or until his or her successor has been duly
elected and qualified. Each nominee is currently a Director. If so authorized,
the persons named in the accompanying proxy card intend to vote for the
reelection of each nominee. Shareowners who do not wish their shares to be voted
for a particular nominee may so indicate in the space provided on the proxy
card.
Mr. Pfeiffer was elected as a Director on January 23, 1996. Messrs.
Copeland and Marous will retire from the Board on April 25, 1996 in accordance
with the Board's mandatory retirement policy and, therefore, are not nominees
for reelection. The Board has determined that, effective with these retirements,
the Board shall have fifteen members.
If one or more of the nominees should become unavailable to serve at the
time of the Annual Meeting, the shares represented by proxy will be voted for
the remaining nominees and for any substitute nominee or nominees designated by
the Board of Directors. If no substitute is designated, the size of the Board
may be reduced. The Board knows of no reason why any of the nominees will be
unavailable to serve.
There follows a brief description of each nominee's principal occupation
and business experience, age and directorships held in other corporations. The
nominees' ownership of the Company's common stock is listed on page 17.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES
IDENTIFIED ON THE FOLLOWING PAGES.

1
5
- -------------------------------------------------------------------------------
NOMINEES

[PHOTO] WILLIAM W. ADAMS, Retired Chairman of the Board, Armstrong
World Industries, Inc., since 1994; Chairman of the Board
(1993-1994); President and Chairman of the Board (1988-1993).
Director of Bell Atlantic since 1993. Age 61.

- -------------------------------------------------------------------------------
[PHOTO] WILLIAM O. ALBERTINI, Executive Vice President and Chief
Financial Officer, Bell Atlantic Corporation, since 1995; Vice
President and Chief Financial Officer (1991-1995). Director of
American Water Works Company, Inc.; Compass Capital Funds;
Grupo Iusacell, S.A. de C.V. Director of Bell Atlantic since
1995. Age 52.

- -------------------------------------------------------------------------------
[PHOTO] LAWRENCE T. BABBIO, JR., Vice Chairman, Bell Atlantic
Corporation, since 1995; Executive Vice President and Chief
Operating Officer (1994-1995); Chairman, Chief Executive
Officer and President, Bell Atlantic Enterprises International,
Inc. (1991-1994). Director of Compaq Computer Corporation;
Grupo Iusacell, S.A. de C.V. Director of Bell Atlantic since
1995. Age 51.

- -------------------------------------------------------------------------------
[PHOTO] THOMAS E. BOLGER, Chairman of the Executive Committee of the
Board of Directors, Bell Atlantic Corporation, since 1983;
Chairman of the Board (January-June 1989); Chairman of the
Board and Chief Executive Officer (1983-1988). Director of
Ashland, Inc. Director of Bell Atlantic since 1983. Age 68.

- -------------------------------------------------------------------------------
[PHOTO] FRANK C. CARLUCCI, Chairman, The Carlyle Group (merchant
banking), since 1993; Vice Chairman (1989-1993). Secretary of
Defense, United States of America (1987-1989). Director of
Ashland, Inc.; BDM International, Inc.; CB Commercial Real
Estate Group, Inc.; General Dynamics Corporation; Kaman
Corporation; Neurogen Corporation; Northern Telecom Ltd.;
The Quaker Oats Co.; SunResorts Ltd.; Texas Biotechnology
Corporation; Pharmacia & Upjohn, Inc. Westinghouse Electric
Corporation. Director of Bell Atlantic since 1989. Age 65.

2
6
- -------------------------------------------------------------------------------
[PHOTO] JAMES G. CULLEN, Vice Chairman, Bell Atlantic Corporation,
since 1995; President (1993-1995); President and Chief
Executive Officer, Bell Atlantic - New Jersey, Inc.
(1989-1993). Director of Johnson & Johnson; Prudential Life
Insurance Company. Director of Bell Atlantic since 1995. Age
53.

- -------------------------------------------------------------------------------
[PHOTO] JAMES H. GILLIAM, JR., Executive Vice President and General
Counsel, and Member of the Executive Committee, Beneficial
Corporation (financial services), since 1992; Executive Vice
President, General Counsel and Secretary (1989-1991). Director
of Beneficial Corporation; Beneficial National Bank; Delmarva
Power & Light. Trustee of Howard Hughes Medical Institute.
Director of Bell Atlantic since 1989. Age 50.

- -------------------------------------------------------------------------------
[PHOTO] THOMAS H. KEAN, President, Drew University, since 1990.
Governor, State of New Jersey (1982-1990). Director of Amerada
Hess Corporation; ARAMARK Corporation; Beneficial Corporation;
Fiduciary Trust Company International; United Healthcare
Corporation. Director of Bell Atlantic since 1990. Age 60.

- -------------------------------------------------------------------------------
[PHOTO] JOHN F. MAYPOLE, Managing Partner, Peach State Real Estate
Holding Company, Corporate Director and Consultant, since 1984.
Director of Blodgett Corporation; Briggs Industries, Inc.; Dan
River, Inc.; Davies, Turner & Co.; Igloo Holdings, Inc.
Director of Bell Atlantic since 1983. Age 56.

- -------------------------------------------------------------------------------
[PHOTO] JOSEPH NEUBAUER, Chairman of the Board, President and Chief
Executive Officer, ARAMARK Corporation (services management),
since 1984. Director of ARAMARK Corporation; Federated
Department Stores; First Union Corporation; Penn Mutual Life
Insurance Company. Director of Bell Atlantic since 1995. Age
54.

3
7
- -------------------------------------------------------------------------------
[PHOTO] THOMAS H. O'BRIEN, Chairman and Chief Executive Officer, PNC
Bank Corp., since 1992; Chairman, President and Chief Executive
Officer (1988-1991). Director of PNC Bank Corp.; Hilb, Rogal
and Hamilton Company. Director of Bell Atlantic since 1987. Age
59.

- -------------------------------------------------------------------------------
[PHOTO] ECKHARD PFEIFFER, President and Chief Executive Officer, Compaq
Computer Corporation, since 1991; Executive Vice President and
Chief Operating Officer (January 1991-October 1991); President,
Europe and International Division (1989-1990). Director of
Compaq Computer Corporation; U.S. Advisory Board of Bayerische
Motoren Werke AG (BMW). Director of Bell Atlantic since January
1996. Age 54.

- -------------------------------------------------------------------------------
[PHOTO] ROZANNE L. RIDGWAY, Co-Chair, The Atlantic Council of The
United States (a private foreign policy institute), since 1993;
President (1989-1992). Assistant Secretary of State for Europe
and Canada (1985-1989). Director of The Boeing Company;
Citicorp and Citibank; Emerson Electric Company; Minnesota
Mining and Manufacturing Company; RJR Nabisco; Sara Lee
Corporation; Union Carbide Corp. Director of Bell Atlantic
since 1990. Age 60.

- -------------------------------------------------------------------------------
[PHOTO] RAYMOND W. SMITH, Chairman of the Board and Chief Executive
Officer, Bell Atlantic Corporation, since 1989. Director of
CoreStates Financial Corporation; USAir Group, Inc. Director of
Bell Atlantic since 1985. Age 58.

- -------------------------------------------------------------------------------
[PHOTO] SHIRLEY YOUNG, Vice President, Consumer Market Development,
General Motors Corporation, since 1988. Director of The Bombay
Company, Inc.; Harrah's Entertainment, Inc.; Consultant
Director of Dayton Hudson Corporation. Director of Bell
Atlantic since 1986. Age 60.

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

4
8

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors (the "Board") held ten meetings in 1995. The Board
has established an Executive Committee, an Audit Committee, a Human Resources
Committee, a Finance Committee, and a Committee on Directors.
The Executive Committee, which held no meetings in 1995, has the authority
during the intervals between meetings of the Board to exercise the powers of the
Board, except for certain powers reserved exclusively to the Board. Messrs.
Bolger (Chair), Copeland, Kean, Marous, Maypole and Smith are the current
members of the Committee.
The Audit Committee, which met five times in 1995, is responsible for
periodically reviewing the objectivity and results of audit programs of the
Company, recommending to the Board each year the firm of independent accountants
for appointment as auditors for the Company, meeting with the independent
auditors to consider the scope of their activities and findings, meeting with
appropriate officers of the Company to consider the Company's internal audit
program and findings, overseeing the Company's Integrity and Ethics Compliance
Program, and considering such other matters relating to the effectiveness of the
internal and external audits of the accounts of the Company as the Committee may
determine to be warranted. Messrs. Copeland (Chair), Adams, Gilliam, Maypole and
Neubauer, and Ms. Ridgway are the current members of the Committee.
The Human Resources Committee, which met seven times in 1995, is
responsible for overseeing the management of human resources activities of the
Company, including the determination of compensation for senior management and
the design of pension, savings and certain other employee benefit plans. Messrs.
Marous (Chair), Kean and Maypole, and Ms. Young are the current members of the
Committee.
The Finance Committee, which met six times in 1995, is responsible for
making recommendations to the Board concerning investment policy and methods of
financing the operations of the Company and its subsidiaries, overseeing
investments of the Company's employee benefit plans, and evaluating new business
and investment opportunities. Messrs. Maypole (Chair), Bolger, Carlucci,
Copeland, Kean and O'Brien are the current members of the Committee.
The Committee on Directors, which met four times in 1995, is responsible
for recommending candidates for nomination to the Board and reviewing and making
recommendations regarding compensation of Directors who are not employees of the
Company ("Outside Directors"). The Committee is authorized to consider nominees
recommended by shareowners. Shareowners who wish to propose director candidates
for consideration by the Committee may do so by writing to the Secretary, giving
the candidate's name, biographical data and qualifications. Messrs. Kean
(Chair), Copeland and Gilliam, Ms. Ridgway and Ms. Young are the current members
of the Committee.
The Directors attended over 90 percent of their Board and assigned
Committee meetings in the aggregate in 1995.

COMPENSATION OF OUTSIDE DIRECTORS

All Outside Directors receive an annual retainer of $27,000 and a fee of
$1,250 for each Board and Committee meeting attended. Committee chairpersons are
paid an additional annual retainer of $5,000. Directors who are employees
receive no remuneration for serving as members of the Board or as members of
Committees of the Board.
Directors may elect to defer the receipt of all or a part of their fees and
retainers under the Bell Atlantic Deferred Compensation Plan for Outside
Directors ("Outside Directors' Deferral Plan"). Amounts so deferred may be
allocated to a cash deferral account, which earns interest, compounded monthly,
at a rate determined by reference to 10-year United States Treasury notes, or to
a stock deferral account, which is credited with share equivalents of Company
stock having a value equal to the amount deferred, and which accrues additional
shares of Company stock based on dividends paid, or they may divide their
deferred payments between the two accounts.
The Bell Atlantic Retirement Plan for Outside Directors ("Retirement Plan")
provides retirement benefits for certain Outside Directors. In order to be
eligible for a benefit, a Director must have served for an aggregate of five
years as an Outside Director on the Board of the Company or on the board of
directors of a subsidiary telephone company. The normal benefit is an annual
amount equal to 10 percent of the annual Board retainer payable to a
participating Director at the date of retirement, multiplied by the Director's
aggregate years of service as an Outside Director up to a maximum of 10 years. A
participating Director is eligible to receive a retirement benefit at the later
of age 65 or the date of retirement. Benefits beginning before age 65, or
deferred to age 70, are actuarially adjusted.

5
9

In November 1995, the Board voted to discontinue the Retirement Plan,
effective for Outside Directors initially elected to the Board after January 1,
1996. In January 1996, each Outside Director who was a participant in the
Retirement Plan was given a one-time election to forfeit all benefits accrued
under the Retirement Plan in exchange for a one-time, transitional grant of
stock options, and eligibility to receive an annual grant of 1,500 stock
options, each as more fully described below.
Pursuant to the Bell Atlantic Stock Compensation Plan for Outside Directors
(the "Stock Compensation Plan for Outside Directors" or the "Plan"), each
Outside Director is entitled to receive an annual grant of options to purchase
1,000 shares of Company stock. Shareowners are being asked to approve amendments
to the Stock Compensation Plan for Outside Directors that were adopted by the
Board in November 1995 in connection with the discontinuation of the Retirement
Plan. The amendments, effective January 1996, provide for (i) an additional
annual grant of 1,500 stock options to each Outside Director who does not
participate in the Retirement Plan and (ii) a one-time grant of stock options to
each Outside Director who elected to irrevocably forfeit all benefits accrued
under the Retirement Plan for service prior to January 1996.
Outside Directors are also furnished life insurance coverage and business
related travel accident insurance. The total premiums paid by the Company for
such insurance coverage for all Outside Directors in 1995 were $5,386.
In 1989, the Board adopted the Bell Atlantic Corporation Directors'
Charitable Giving Program, pursuant to which the Company is obligated to
contribute an aggregate of $500,000 to one or more charitable organizations or
educational institutions designated by Directors who meet certain eligibility
requirements, upon the Director's death, either while serving on the Board or
after retirement from the Board. Designated donees are subject to Company
review. The Program was discontinued, effective for Directors initially elected
after 1992.

RATIFICATION OF INDEPENDENT ACCOUNTANTS-----------------------------------------
ITEM B ON PROXY CARD

The Board of Directors, upon recommendation of the Audit Committee, has
reappointed the firm of Coopers & Lybrand L.L.P., Certified Public Accountants,
as independent accountants to conduct an audit of the accounts of the Company
for the year 1996. If the appointment is not ratified by shareowners, the Audit
Committee may reconsider its recommendation. A representative of Coopers &
Lybrand L.L.P. is expected to be present at the Annual Meeting, will have an
opportunity to make a statement, and will be available to respond to appropriate
questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF COOPERS &
LYBRAND L.L.P. AS INDEPENDENT ACCOUNTANTS FOR THE YEAR 1996.

AMENDMENTS TO THE BELL ATLANTIC STOCK COMPENSATION
PLAN FOR OUTSIDE DIRECTORS
--------------------------------------------------------------------
ITEM C ON PROXY CARD

The Bell Atlantic Stock Compensation Plan for Outside Directors (the "Stock
Compensation Plan for Outside Directors" or the "Plan") provides for an annual
grant of options to purchase 1,000 shares of Company stock to each Outside
Director. The purpose of the Plan is to further align the interests of the
Company's Outside Directors with the interests of the Company's shareowners.
Shareowners are being asked to approve amendments to the Plan which were
adopted by the Board in November 1995 in connection with the Board's decision to
discontinue the Retirement Plan, effective for Outside Directors first elected
to the Board after January 1, 1996.
Subject to shareowner approval, the Board amended the Stock Compensation
Plan for Outside Directors in November 1995 to provide for (i) an additional
annual grant, beginning in January 1996, of options to purchase 1,500 shares of
Company stock to each Outside Director who does not participate in the
Retirement Plan, and (ii) a one-time grant of stock options to each Outside
Director as of December 31, 1995 who elected in January 1996 to irrevocably
forfeit all benefits accrued under the Retirement Plan. Each Outside Director
will continue to be eligible to receive an annual grant of 1,000 stock options.
As a result of these amendments, on January 22, 1996, each Outside Director
who was not then a participant in the Retirement Plan was granted options to
purchase 1,500 shares of Company stock, subject to shareowner approval. The
amount of the grant was determined by dividing the Black-Scholes value, as of
January 1996, of a Bell Atlantic stock option into $12,000 (rounded to the
nearest 100 shares). Each Outside Director who elected to irrevocably forfeit
all benefits accrued under the Retirement Plan received a one-time grant of
options to purchase

6
10

Company stock, subject to shareowner approval. Each such transitional grant
comprised 1,500 stock options for each year of service as an Outside Director of
the Company and any of its operating telephone subsidiaries as of January 1996.
Under the Plan, all options are granted at an exercise price equal to the
fair market value on the date of grant, become exercisable on the first
anniversary of the date of grant, and expire no later than the tenth anniversary
of the date of grant. The Plan also provides for the acceleration of
exercisability and expiration dates in the event of an Outside Director's death,
disability or retirement. There are no tax consequences to the Outside Director
or the Company resulting from the grant of a stock option. On exercising an
option, the Outside Director will realize ordinary income to the extent the
market value of the stock exceeds the exercise price, and the Company may claim
a tax deduction of like amount.
The Board may amend the Plan at any time, including the number of options
to be granted under the Plan; provided, however, that any amendment will be
submitted for shareowner approval if, in the opinion of counsel, such approval
is necessary to continue the exemption of grants under the Plan from the
short-swing trading provisions of Section 16 of the Securities Exchange Act of
1934, or to preserve the status of the Outside Directors as "disinterested
administrators" of the Company's executive compensation plans for purposes of
Section 16.
The closing price per share of the Company's common stock on February 15,
1996, as reported on the New York Stock Exchange Composite Tape, was $70 1/4.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.

PROPOSALS OF SHAREOWNERS
---------------------------------------------------------------------
ITEM D ON PROXY CARD

Mrs. Evelyn Y. Davis, Watergate Office Building, Suite 215, 2600 Virginia
Avenue, N.W., Washington, DC 20037, who owns 120 shares of the Company's common
stock, has stated that she intends to submit the following proposal at the
Annual Meeting:
"RESOLVED: That the shareholders recommend that the Board take the
necessary steps that Bell Atlantic specifically identify by name and corporate
title in all future proxy statements those executive officers, not otherwise so
identified, who are contractually entitled to receive in excess of $100,000
annually as a base salary, together with whatever other additional compensation
bonuses and other cash payments were due them.
REASONS: In support of such proposed Resolution, it is clear that the
shareholders have a right to comprehensively evaluate the management in the
manner in which the Corporation is being operated and its resources utilized. At
present only a few of the most senior executive officers are so identified, and
not the many other senior executive officers who should contribute to the
ultimate success of the Corporation. Through such additional identification the
shareholders will then be provided an opportunity to better evaluate the
soundness and efficacy of the overall management. Last year the owners of
39,178,568 shares, representing approximately 13.4% of shares voting, voted FOR
this proposal. If you AGREE, please mark your proxy FOR this proposal."

BOARD OF DIRECTORS' POSITION

The Board does not believe that adoption of the proposal would impart any
meaningful additional information to shareowners. The Board believes that the
disclosure requirements of the Securities and Exchange Commission ("SEC")
currently provide shareowners with sufficient information with respect to
compensation matters. In accordance with SEC rules, the Company provides
detailed information in its proxy statement regarding the compensation of its
most highly compensated executive officers, including the terms and conditions
of any contractual arrangements.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

ITEM E ON PROXY CARD

Mr. Lee Hammond, 300 Commodore Drive, Hampton, VA 23669, who owns 401
shares of the Company's common stock, has stated that he intends to submit the
following proposal at the Annual Meeting:
"RESOLVED: That the shareholders of Bell Atlantic Corporation request that
the Board of Directors require members of the Board of Directors, and all
candidates for election to the Board, to attend the annual shareholders meeting
so that they may personally respond to questions from shareholders during the
course of the meeting on any subject which may pertain to their past or future
responsibilities as a director of the Company.

7
11

STATEMENT OF SUPPORT: In the American system of corporate governance, the
board of directors is the primary means by which shareholders may influence
corporate affairs and assure the accountability of management. Yet, the
shareholders of our Corporation presently have no periodic and recognized
opportunity to address questions to, or to receive answers from, either the
incumbent directors of the Board, or the persons who are candidates for election
to that body. As a result, we are usually required to act on matters that come
before the meeting, and to vote for directors, without any prior knowledge of
their views on corporate governance, executive compensation, past Board
decisions, or matters that may come before the Board in the future.
The implementation of this resolution would improve director accountability
by providing shareholders with an opportunity to question members of the board,
and candidates for election to the board on any subject which may pertain to
their past or future responsibilities as a director of the Corporation."

BOARD OF DIRECTORS' POSITION

The Board believes that this proposal is unnecessary. Although there is no
requirement -- legal or otherwise -- that a Director attend the Company's Annual
Meeting of Shareowners, in practice, it has indeed been rare that a Director has
missed an Annual Meeting of Shareowners. Since the Company's inception, the few
instances in which a Director has been unable to attend an Annual Meeting have
been due to either illness or an unavoidable business conflict. The date of the
Annual Meeting of Shareowners is set over a year in advance in order to minimize
conflicts. Instituting a formal requirement that a Director attend the Annual
Meeting is unnecessary and would have no impact on absences due to illness or
unavoidable business conflicts.
The Board also believes that instituting a formal requirement that Board
members personally respond to questions on any subject that may pertain to their
past or future responsibilities as a Director is unnecessary. Currently, the
Chairman of the Meeting and the individual Board members exercise their judgment
as to whether it is appropriate for an individual Director to address a question
raised at the Annual Meeting. Given the vagueness of the standard set forth in
the proposal -- i.e., "any subject that may pertain to their past or future
responsibilities as a Director" -- the Chairman of the Meeting and the
individual Directors would still have to exercise their judgment as to whether
it would be appropriate for an individual Director to respond to any given
question raised at the Annual Meeting.
Most importantly, each Board member is fully committed to doing all that is
necessary to fulfill his or her legal and fiduciary responsibilities to
shareowners. The Board does not believe that implementation of this proposal
would result in any meaningful enhancement to the Company's current corporate
governance practices.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

ITEM F ON PROXY CARD

Mr. Robert Kopach, 4309 San Carlos Drive, Fairfax, VA 22030, who owns 900
shares of the Company's common stock, has stated that he intends to submit the
following proposal at the Annual Meeting:
"RESOLVED: I recommend that the current Short and Long Term Incentive
awards for executive officers be abolished. The only incentive award to be
awarded would be tied proportionately to the price of the stock at end of the
year. Example: if stock price is up 20% at end of year, then the incentive award
would be 20% of salary.
REASONS:
1. Management is adequately compensated as illustrated in the cash
compensation table. Executive officers should only receive extra compensation if
stock price is up -- that's the incentive. They are rewarded as are the
shareholders if stock price is up.
2. Under the current Short Term Incentive Award, the executive officers are
being compensated from 50% to over 100% of their salary. This is ridiculous and
excessive. The stock price certainly hasn't increased significantly over the
last few years.
3. There is no need for any Long Term Incentive Package. The yearly
incentive package tied to the price of the stock would adequately compensate the
executive officers. How many times do you want to get paid for the same job?
Enough please!
4. We need to bring some justice and equity back to the work place. There
is too big of a gap between what the executive officers make and the pay of the
average worker. This is an insult to the average worker. The pay the executive
officers make in a few years far exceeds the average workers total lifetime or
career earnings. This big gap in pay difference is undermining the work ethic of
the average worker and will have an impact on the Company.

8
12

5. The executive officers and board of directors forget that they work for
the shareholders. They talk about shareholder value and keep downsizing the
Company. Let's start at the top. If you can't downsize your own salary and
incentives let's not go any further.
6. The executive officers with their big pay packages have put themselves
so high up on their pedestals they don't hear or relate to the shareholder.
7. The media needs to inform and educate the shareholders and the public in
advance of proxy materials coming out to win a battle such as this. This is
their responsibility to report the news and not worry about possible loss of
advertising dollars due to reprisals from the Company.
8. The only reason management gets away with this abuse of power is because
the majority of shareholders don't take the time to read the proxy materials or
are too trusting and vote the way the board of directors recommend.
9. Management needs to be held accountable. Based on my incentive plan
executive officers would be justly compensated if stock price performs well.
10. I could go on and on stating the injustices of the executive officers
compensation plan but the point has been made. It is just wrong.
11. A vote for this proposal will send a clear message to management that
they need to be responsive to the shareholder. Let's make it right."

BOARD OF DIRECTORS' POSITION

As explained in detail in the Report of the Human Resources Committee on
Executive Compensation, beginning on page 11 of this proxy statement,
compensation of executive officers is set at levels which are intended to be
sufficiently competitive with companies of similar size and complexity to permit
the Company to attract and retain the best possible individuals. The Company's
compensation plans are structured to provide incentives for executive officer
performance that results in continuing improvements in the Company's financial
and operational results and total return to shareowners over both the short term
and the long term. Since a significant portion of incentive compensation is in
the form of Company stock or stock options, the amount of value generated for
the Company's shareowners is a key factor -- but not the only factor -- in
determining the value ultimately realized by executive officers under the plans.
In addition to stock price, executive officer compensation is based on a number
of factors, including Company financial performance, service quality, customer
satisfaction and individual performance. The Human Resources Committee believes
that this combination of incentives for executive officer performance is in the
best interest of shareowners.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

ITEM G ON PROXY CARD

Mr. Harold and Mrs. Sheila Kurte, 2701 Edgewater Court, Fort Lauderdale, FL
33332, who own 984 shares of the Company's common stock, have stated that they
intend to submit the following proposal at the Annual Meeting:
"Whereas We Believe: The responsible governance of a corporation is
directly related to the amount of time and attention that its directors devote
to their duties.
Shareholder interest is best served by a board whose directors can give
fully of both their time and talents to the management of this corporation.
The independence of the board of directors is open to question when its
directors hold too many outside directorships and are constrained in their
ability to fully contribute to the affairs of the Bell Atlantic Corporation.
And Whereas: At present there exists at this corporation the condition
where certain directors are obviously constrained in their ability to contribute
their full and undivided attention to the duties entrusted to them by the
shareholders of the corporation.
In fact according to the 1995 Bell Atlantic Notice of Annual Meeting and
Proxy Statement, one director of the corporation served as a director of no less
than twelve (12) other for profit corporations.
Hereby Be It Resolved: No member of the Bell Atlantic Board of Directors
may serve on the board of five (5) other for profit corporations. All directors
who serve on the board of more than five (5) other for profit corporations have
until the 1997 annual meeting to resign from whichever board(s) they see fit.
Failing to do so, a director is hereby declared ineligible to serve as a
director of the corporation.

9
13

SUPPORTING STATEMENT

We invite the company and its shareholders to endorse this proposal at the
1996 annual meeting. We feel that the adoption of this proposal will eliminate
any conflicts, divided loyalties, etc. any director may have.
We believe given the number of board and committee meetings held by a
corporation, it does not behoove the best interests of either the company or its
shareholders if its directors serve on the boards of more than a total of 6 for
profit corporations.
We also believe that this proposal will provide the committee on directors
of the board of directors increased powers to seek more independent nominees as
potential candidates. These nominees will bring fresh insight to the running of
the company and contribute to its future success.
This proposal does not serve to restrict the ability of the corporation's
directors of serving as trustees or directors of not for profit organizations
(i.e. charities), but hereby encourage it by recognizing the importance of
community involvement."

BOARD OF DIRECTORS' POSITION

The Board believes that the number of other board memberships is not a
reliable measure of an individual's level of dedication and contribution to the
Bell Atlantic Board. Several of the current members of the Board also serve on
the boards of five or more other corporations, and their record of attendance
and participation is exemplary. Each of the Company's nominees for Director is
fully committed to doing all that is necessary, including devoting unlimited
amounts of time, to fulfill his or her legal and fiduciary obligations to the
Company's shareowners. These nominees have a proven record of meeting this
commitment, and there is nothing in the record of any Board member to support
the argument that serving on more than five other boards hampers effectiveness.
The Committee on Directors of the Board of Directors, in making its
recommendations to the Board regarding Director candidates, examines an
individual's ability to exercise sound business judgment, reputation for
independence of thought and integrity, and his or her willingness to devote the
time required to be an effective representative of the shareowners. In
determining whether an individual possesses the willingness and ability to
devote the time required, the Committee examines the totality of each
individual's commitments, including service on other boards and the time demands
of the individual's present employment. The Committee also examines the record
and reputation of the prospective candidate for meeting commitments and
obligations. Without exception, the Committee on Directors has recommended only
those candidates fully able to meet their commitment to Bell Atlantic.
With respect to the argument that a larger number of outside directorships
relates in some measure either to a diminished capacity to exercise independence
of thought or increased risk of a conflict of interest, the record simply does
not support such an argument. The Company carefully monitors other board
memberships of each of its Directors and, on the rare occasion when a matter
comes before the Board that involves a company of whose board a Bell Atlantic
Director is a member, the Board member is excused from the meeting and does not
participate in any discussion or vote. Furthermore, the Board believes that
independence is not a function of how many boards -- whether profit or
non-profit -- on which a person sits, but rather the individual's capacity for
independent thought and action and willingness to express a point of view in
board deliberations. In other words, independence is a function of character,
not of the quantity of other associations.
Finally, the Board believes that by setting an arbitrary limit on service
on other boards, the proposal would put the Company at a competitive
disadvantage in developing the Bell Atlantic Board to its full potential. It
would limit the potential candidate pool and hinder the Board's ability to
enhance its effectiveness through the diversity of experience of each of its
members. The experience of Board members gained through service on the boards of
other corporations is an asset, not a liability, for our Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

OTHER BUSINESS------------------------------------------------------------------

The Board knows of no other matters to be presented for shareowner action
at the meeting. If other matters are properly brought before the meeting, the
persons named in the accompanying proxy intend to vote the shares represented by
them in accordance with their best judgment.

10
14

EXECUTIVE COMPENSATION----------------------------------------------------------

REPORT OF THE HUMAN RESOURCES COMMITTEE ON EXECUTIVE COMPENSATION

This report is made by the Human Resources Committee of the Board of
Directors of Bell Atlantic Corporation (the "HRC"), which is the committee
charged with establishing and administering the policies and plans which govern
compensation for executive officers, including those individuals listed in the
compensation tables in this proxy statement. In the case of those executive
officers who are also members of the Board of Directors, the HRC makes
recommendations which are subject to approval by non-employee members of the
Board.

PHILOSOPHY

Compensation of executive officers of the Company is set at levels which
are intended to be sufficiently competitive with companies of similar size and
complexity to permit the Company to attract and retain the best possible
individuals. The companies that are included in the comparative analysis of
compensation include not only the companies characterized as the "peer group" on
page 18 of this proxy statement, but approximately 40 to 60 other companies
considered by independent consultants to be appropriate for comparison, based on
such factors as revenues and number of employees.
Each executive officer's compensation is based upon both individual and
Company performance. The compensation plans are structured to provide incentives
for executive officer performance that results in continuing improvements in the
Company's financial results and in total return to shareowners over both the
short term and the long term. The plans are also designed to align the interests
of the Company's executives and its shareowners by providing for payment of a
significant portion of incentive compensation in the form of Company stock or
stock options. Thus, the value generated for the Company's shareowners is a key
factor in determining the value ultimately realized by executive officers under
the plans.

COMPENSATION STRUCTURE

As may be seen from the Summary Compensation Table (the "Summary Table")
included on page 14, the compensation of executive officers in 1995 consisted of
four principal parts. As more fully described below, three of the four
components are at risk, meaning that the ultimate value of the total
compensation depends on factors which include company financial performance,
individual performance, and stock price. The fourth component, salary, once
established, is not subject to contingency. The HRC regularly reviews each
component of executive compensation.
The HRC annually considers whether to adjust the stated salary midpoint for
each of the salary grades applicable to executive officers, usually adjusting
each salary grade by the same percentage. The HRC furthermore determines for
each salary grade, from time to time, an appropriate target short term incentive
bonus under the Company's Short Term Incentive Plan (the "STIP"), derived as a
percentage of the salary grade midpoint. The applicable percentage increases
from the lower end of the salary grade range up to the salary grade assigned to
the Chief Executive Officer.
In 1990, the HRC established an appropriate aggregate dollar value for long
term incentive compensation for each salary grade, consisting of grants of
performance shares and stock options under the Company's Performance Share Plan
and Stock Option Plan. This aggregate amount for each salary grade was
calculated as a percentage of short term cash compensation, consisting of the
salary grade midpoint and the target short term award, and was based on
comparative market surveys of long term incentive compensation. Once again, the
applicable percentage increases at higher salary grades.
In 1990, the HRC, in order to determine the number of options to grant by
salary grade, relied upon an independent survey of long term incentive
compensation at 35 major U.S. industrial companies with revenues comparable to
the Company's, and a valuation model for stock options which was recommended by
an independent compensation consultant. In 1991, the HRC approved a 1991-1995
target grant of performance shares, the dollar value of which was likewise based
on the previously described market survey of long term incentive compensation
and the value of the 1990 option grants.
In 1994, the HRC decided to transition to the use of stock options as the
sole component of long term compensation. The focus on stock options is designed
to provide strong alignment between the interests of executives and shareowners.
To determine the appropriate dollar value of stock options to grant by salary
grade in

11
15

1995, the HRC relied upon a survey of long term compensation at approximately 35
major U.S. industrial companies with revenues comparable to the Company's. The
HRC adopted the Black-Scholes method of valuation for determining the
appropriate number of stock options to grant by salary grade.
As a result of the approach described above, a substantial portion of the
total compensation structure for executive officers is tied to stock
performance, and an even greater portion of total compensation is at risk.

COMPONENTS OF COMPENSATION

SALARY

Salaries shown in Column (c) of the Summary Table represent the
non-contingent portion of compensation for executive officers for 1995. Changes
in salary depend upon such factors as individual performance, the period of time
since the last change in the individual's salary or salary grade, whether the
individual's current salary is in the lower, middle or upper third of the range
for that grade, and the economic and business conditions affecting the Company
at the time.

BONUS

The amounts shown under "Bonus" in Column (d) of the Summary Table were
awarded to the named executive officers, 80 percent in cash and 20 percent in
deferred stock, for 1995 pursuant to the STIP. Under the STIP, annual bonuses
for executive officers depend upon growth in Earnings Per Share ("EPS") over the
prior year; for certain executive officers employed by subsidiaries of the
Company, bonuses also depend in part on financial and strategic accomplishments
of one or more subsidiaries. Each executive officer's bonus may range from zero
to a maximum amount determined by reference to the individual's salary grade.
At the beginning of each performance year, the HRC establishes a set of
"gateway" requirements involving service quality indicators ("SQIs"), and a
schedule showing the extent to which bonuses may be reduced or eliminated based
on failure to meet achievement levels under approximately 20 SQIs. The SQIs
measure satisfaction of specified customer groups with certain categories of
service and reliability at periodic intervals throughout the year.
The HRC also establishes a scale that permits a particular level of EPS
growth to be converted into bonus amounts for executive officers at each salary
grade. During the year, the HRC may decide to exclude from the determination of
the applicable EPS growth the effects of such factors as changes in accounting
methods or items considered extraordinary or unusual. The HRC reviews the
applicable EPS growth and potential adjustments at each of its meetings and
reports regularly to the Board on any adjustments. The final outcome for the
year, based on the EPS scale and SQI achievement levels, which is used to
determine the STIP for the Chief Executive Officer is also used in determining
amounts payable under the annual profit sharing plan applicable to approximately
60 percent of the Company's employees.
In determining final STIP awards, the HRC may reduce or increase the award
for each executive officer based upon individual performance, including
significant strategic accomplishments and success in implementing the Company's
quality improvement program, least cost principles, and other changes in the
Company's corporate culture.
From time to time, the HRC may make a special award to an executive
officer, in addition to the STIP, for extraordinary achievement in furthering
the Company's strategic goals.

PERFORMANCE SHARES

The amounts shown in Column (g) of the Summary Table as "Long Term
Incentive Plan (LTIP) Payouts" represent the value of shares awarded under the
Performance Share Plan. Awards may range from zero to a maximum number of shares
linked to the executive officer's salary grade. Pursuant to the Performance
Share Plan, the shares reflected in the Summary Table were awarded in January
1996, based upon a comparison of the total shareowner return on Company stock
with the average (weighted by market capitalization at the beginning of the
performance period) of the returns for the peer group (identified under "Stock
Performance" on page 18) for the five-year performance period from 1991 through
1995. The shares awarded under the Performance Share Plan in January 1996 were
the third of three annual installments that executive officers received for
cumulative performance over a five-year period from 1991 through 1995. Averaging
procedures were used at the beginning and

12
16

end of the performance period to ensure that awards were not distorted by
temporary factors affecting the stock on a particular starting or ending date.
As a result, the performance outcome under the Performance Share Plan may differ
slightly from the comparative stock performance shown on the top graph on page
18. Included in each installment under this plan are shares reflecting the
quarterly dividends actually paid on Company stock during the performance
period, treating such dividend amounts as though they were reinvested in shares
of Company stock.
Authority to make new grants under the Performance Share Plan expired in
December 1994. The award under the Performance Share Plan distributed in January
1996 was therefore the final one.

STOCK OPTIONS

The last principal component of compensation arises from the Company's
grant of stock options under the Company's Stock Option Plan. The HRC sets the
number of stock options to be granted based on the recipient's salary grade. All
stock options under the Plan are granted at fair market value, and therefore any
value which ultimately accrues to executive officers is based entirely on the
Company's stock performance and bears a direct relationship to value realized by
the Company's shareowners.
As noted above, the HRC began the transition to the use of stock options as
the sole component of long term compensation in 1994, and accordingly increased
substantially the target value of annual stock option grants to be awarded at
each salary grade. The HRC adopted the Black-Scholes valuation model to
determine the appropriate number of stock options to grant according to salary
grade.

STOCK OWNERSHIP GUIDELINES

In 1994, the HRC adopted stock ownership guidelines for certain key
executives. Under the guidelines, the Chief Executive Officer is expected to
have an ownership interest in Company stock having a value of at least four
times his or her annual salary. Other executives identified by the HRC are
expected to have an ownership interest in Company stock having a value of at
least three times his or her annual salary. Executives currently subject to the
guidelines are expected to reach the minimum recommended ownership levels by
October 1997. The HRC monitors compliance with the stock ownership guidelines on
an annual basis.

1995 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER

The plans and policies discussed above were the basis for the 1995
compensation of Raymond W. Smith, the Company's Chairman and Chief Executive
Officer. Mr. Smith's 1995 compensation from salary, STIP and the Performance
Share Plan was $2,105,300, an increase of 4.7% from the $2,010,800 received in
1994.
The annual salary shown for Mr. Smith for 1995 in Column (c) of the Summary
Table has been in effect since May 1994.
Mr. Smith's STIP award for 1995 was $1,000,000, out of a possible range of
zero to $1,034,800 established for him, and represented a 28.4% increase from
the $778,700 received in 1994. In determining the award, the HRC compared (a)
the Company's EPS growth from 1994 to 1995, after eliminating the financial
consequences of certain extraordinary or unusual events, and (b) benchmarks
established in January 1995, and increased Mr. Smith's award by $73,900 for
individual performance.
Mr. Smith was awarded 3,852 Bell Atlantic shares under the Performance
Share Plan for the 1991-1995 performance period. This award, worth $262,900 at
the date of award, was based on a 49.8% cumulative total shareowner return on
the Company's stock for the five-year performance period, compared to the 74.4%
average of the cumulative returns of the peer group identified on page 18 for
the same period. The dollar value of the performance share award for 1991-1995
was 34.4% lower than the $400,900 value of the Performance Share award for the
1991-1994 interim performance period. The decrease was partially due to
adjustments for amounts previously paid for the 1991-1993 and 1991-1994 interim
performance periods.
As shown in the 1995 Option Table, the HRC granted Mr. Smith a total of
158,030 stock options during 1995.

APPLICABLE TAX CODE PROVISION

The HRC has reviewed the potential consequences for the Company of Section
162(m) of the Internal Revenue Code, which imposes a limit on tax deductions for
annual compensation in excess of one million dollars paid to any of the five
most highly compensated executive officers. In 1994, shareowners approved an
amendment to the Stock Option Plan, the purpose of which was to qualify amounts
paid under that plan as "performance-

13
17

based" compensation which may be excluded from the compensation to be taken into
account for purposes of the one million dollar limit. In the HRC's opinion, the
modifications to the STIP which would be necessary to similarly qualify payments
under the STIP would not be in the Company's best interest. The limitation under
Section 162(m) had no impact on the Company in 1995, and is expected to have
minimal impact in 1996.

Respectfully submitted,

Human Resources Committee
John C. Marous, Jr., Chairman
Thomas H. Kean
John F. Maypole
Shirley Young

COMPENSATION TABLES

The following tables contain compensation data for the Chief Executive
Officer and the four other most highly compensated executive officers.

SUMMARY COMPENSATION TABLE

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

Dollars in Thousands

Annual Long Term
Compensation Compensation

---------------------------- -------------------
(a) (e) (f) (g) (h)
Name and (b) (c) (d) Other Annual Options/ LTIP All Other
Principal Position Year Salary Bonus Compensation SARs (#) Payouts Compensation(1)

- ---------------------------
Raymond W. Smith 1995 $842.4 $1,000.0 $ 71.9(2) 158,030 $262.9 $ 7.5
Chairman and Chief 1994 $831.2 $ 778.7 948,180 $400.9 $ 6.0
Executive Officer 1993 $808.9 $ 880.7 32,240 $761.4 $ 11.8

James G. Cullen 1995 $446.7 $ 499.8 74,783 $ 58.4 $ 7.5
Vice Chairman 1994 $398.9 $ 369.3 356,400 $ 89.0 $ 7.2
1993 $353.1 $ 338.4 15,680 $169.1 $ 5.7

Lawrence T. Babbio, Jr. 1995 $434.5 $ 499.8 74,415 $ 53.0 $ 7.5
Vice Chairman 1994 $310.0 $ 284.0 291,420 $ 80.9 $ 109.0
1993 $253.6 $ 260.3 10,040 $153.6 $ 30.0

William O. Albertini 1995 $329.8 $ 294.8 45,274 $ 45.6 $ 7.5
Executive Vice President 1994 $293.4 $ 255.8 216,120 $ 69.6 $ 7.5
and Chief Financial
Officer 1993 $253.0 $ 259.9 10,040 $132.2 $ 11.0

Stuart C. Johnson 1995 $311.1 $ 274.8 36,020 $ 23.7 $ 6.8
Group President - Large 1994 $299.1 $ 255.8 216,120 $ 36.2 $ 7.5
Business and Information 1993 $269.4 $ 219.1 10,040 $ 68.7 $ 48.7
Services, Bell Atlantic
Network Services, Inc.
- ---------------------------

1 Company matching contributions to the Savings Plan for Salaried Employees for
the year 1995 were $7,500 each for Messrs. Smith, Cullen, Babbio and
Albertini, and $6,846 for Mr. Johnson.

2 Includes primarily the incremental cost of personal use of corporate aircraft
in 1995.
- --------------------------------------------------------------------------------

14
18

1995 OPTION/SAR GRANTS
- --------------------------------------------------------------------------------

Individual Grants
-----------------------------------------------------------------
Number of Securities % of Total Exercise
Underlying Options/SARs or Base Grant Date
Options/SARs Granted to Price Expiration Value(3)
Name Granted (#) Employees ($/Share) Date ($000)
- ------------------------------------------------------------------------------------------------------- ------------

Raymond W. Smith 158,030(1) 4.16% $ 50.0625 1/2005 $1,472.8
============= ======= ==========
James G. Cullen 73,380(1) 1.93% $ 50.0625 1/2005 $ 683.9
1,403(2) 0.04% $ 57.1250 1/1997 $ 13.1
------------- ------- ----------
74,783 1.97% $ 697.0
============= ======= ==========
Lawrence T. Babbio, Jr. 73,380(1) 1.93% $ 50.0625 1/2005 $ 683.9
335(2) 0.01% $ 58.5000 1/1997 $ 3.1
700(2) 0.02% $ 66.1875 1/2002 $ 6.5
------------- ------- ----------
74,415 1.96% $ 693.5
============= ======= ==========
William O. Albertini 36,020(1) 0.95% $ 50.0625 1/2005 $ 335.7
1,640(2) 0.04% $ 60.9375 1/2002 $ 15.3
1,474(2) 0.04% $ 67.8125 1/2001 $ 13.7
3,122(2) 0.08% $ 58.2500 1/2000 $ 29.1
3,018(2) 0.08% $ 58.2500 1/2002 $ 28.1
------------- ------- ----------
45,274 1.19% $ 421.9
============= ======= ==========
Stuart C. Johnson 36,020(1) 0.95% $ 50.0625 1/2005 $ 335.7
============= ======= ==========

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

1 Exercisable on first anniversary of grant date; eligible for reload options.

2 Granted in connection with a stock-for-stock exercise; exercisable six months
from the date of grant; eligible for reload options.

3 Black-Scholes calculation making the following assumptions: 5-year historic
dividend yield; 5-year historic volatility; 10-year zero coupon bond rate as
risk-free rate of return; and all options exercised at end of term.
- --------------------------------------------------------------------------------

1995 AGGREGATED OPTION/SAR EXERCISES
AND YEAR-END OPTION/SAR VALUES

- ------------------------------------------------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised
Shares Value Options/SARs at Year-End In-the-Money Options/
Acquired on Realized (# of Shares) SARs at Year-End ($000)
Exercise(#) ($000) ----------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable(1)
- ------------------------------------------------------------------------------------------------------------------------

Raymond W. Smith 0 $ 0 507,038 750,642 $ 6,712.5 $9,997.9
James G. Cullen 3,731 $229.2 193,213 296,130 $ 2,613.9 $3,990.4
Lawrence T. Babbio, Jr. 1,447 $ 91.1 149,817 256,553 $ 2,067.5 $3,488.4
William O. Albertini 1,852 $136.6 108,112 174,209 $ 1,316.1 $2,288.3
Stuart C. Johnson 0 $ 0 96,945 171,095 $ 1,239.6 $2,278.8
- ------------------------------------------------------------------------------------------------------------------------

1 Certain options granted in 1994 are not exercisable until nine years from
grant date unless certain stock price hurdles are achieved.
- --------------------------------------------------------------------------------

15
19

BELL ATLANTIC PENSION PLANS

The Company and several of its subsidiaries maintain a noncontributory,
nonqualified pension plan known as the Bell Atlantic Senior Management
Retirement Income Plan (the "Senior Management Retirement Plan") under which
retirement benefits are payable to senior managers.
The following table sets out the estimated annual target pension payable as
a single life annuity under the Senior Management Retirement Plan for a senior
manager age 60 or older, for various levels of final average pay and years of
service:

- ----------------- -------------------------------------------------------------------------------
FINAL AVERAGE CREDITED YEARS OF SERVICE
PAY 15 20 25 30 35 OR MORE
- ----------------- -------------------------------------------------------------------------------

$ 250,000 $ 75,000 $100,000 $ 118,750 $ 137,500 $ 150,000
500,000 150,000 200,000 237,500 275,000 300,000
750,000 225,000 300,000 356,250 412,500 450,000
1,000,000 300,000 400,000 475,000 550,000 600,000
1,250,000 375,000 500,000 593,750 687,500 750,000
1,500,000 450,000 600,000 712,500 825,000 900,000
1,750,000 525,000 700,000 831,250 962,500 1,050,000
2,000,000 600,000 800,000 950,000 1,100,000 1,200,000
2,250,000 675,000 900,000 1,068,750 1,237,500 1,350,000
- ----------------- -------------------------------------------------------------------------------

Under the Senior Management Retirement Plan, a senior manager accrues a
target pension in an amount equal to a percentage of "final average pay." This
percentage factor increases with service, up to a maximum of 60 percentage
points for a senior manager with 35 or more years of service. For purposes of
calculating the target pension, "final average pay" means the average of a
senior manager's base salary plus the Short Term Incentive Plan award for the
highest five years of the final ten years of employment prior to retirement. The
Senior Management Retirement Plan applies an early retirement discount of five
percent for each year by which the date of retirement precedes age 60, although
the Human Resources Committee may waive any or all of the discount on a
case-by-case basis. The pension benefit payable under the Senior Management
Retirement Plan is not subject to reduction for Social Security benefits, but is
reduced dollar-for-dollar by the amount of the benefit paid from the trust of
the Bell Atlantic Cash Balance Plan, which is a qualified defined benefit
pension plan known prior to December 31, 1995 as the Bell Atlantic Management
Pension Plan (the "Qualified Pension Plan").
The years of credited service under the Senior Management Retirement Plan,
as of December 31, 1995, were: Mr. Smith, 36 years; Mr. Cullen, 31 years; Mr.
Babbio, 29 years; Mr. Albertini, 28 years; and Mr. Johnson, 3 years.
The Qualified Pension Plan is a noncontributory, qualified pension plan for
salaried employees, including executive officers of the Company who are eligible
to receive retirement benefits under the Senior Management Retirement Plan.
Under the Qualified Pension Plan, retirement is mandatory at age 65 for certain
executives, and retirement before age 65 can be elected if certain conditions
are met. Annual pensions under the Qualified Pension Plan, as amended December
31, 1995, are computed using a cash balance methodology, which provides for pay
credits equal to 4% to 7% (depending on age and service) of the first $150,000
worth of salary per annum, and monthly interest credits on the account balance
(based on prevailing market yields on certain U.S. Treasury obligations).
Pension amounts under the Qualified Pension Plan are not subject to reduction
for Social Security benefits or other offset amounts. The Internal Revenue Code
places certain limitations on pensions which may be paid from the trusts of
federal income tax qualified plans, including the Qualified Pension Plan.
Pension amounts for executive officers which exceed such limitations will be
paid from Company assets under the Senior Management Retirement Plan.
Assuming that the current officers listed in the Summary Table continue in
their present positions at their current salaries until retirement at age 65,
their estimated annual pensions under the Qualified Pension Plan attributable to
such salaries would be: Mr. Smith, $173,549; Mr. Cullen, $164,879; Mr. Babbio,
$165,694; Mr. Albertini, $148,391; and Mr. Johnson, $22,686. These annual
pension amounts are included within the target pension benefit under the Senior
Management Retirement Plan (as described above) and are not in addition to that
target pension.

16
20

OWNERSHIP OF BELL ATLANTIC COMMON STOCK

On January 31, 1996, the Outside Directors and executive officers of the
Company beneficially owned, in the aggregate, 2,191,648 shares of Bell Atlantic
common stock (or less than one percent of the shares outstanding), including
1,880,754 shares under options currently exercisable by executive officers and
Outside Directors. In addition, certain executive officers have deferred receipt
of 80,355 shares under the Bell Atlantic Deferred Compensation Plan, and certain
Outside Directors have deferred receipt of 62,890 shares under the Outside
Directors' Deferral Plan. Shares deferred under those plans may not be voted or
transferred. The following table sets forth information regarding ownership of
the Company's common stock by the named executive officers and Outside Directors
as of January 31, 1996. Except as otherwise noted, each individual or his or her
family member(s) have sole or shared voting and/or investment power with respect
to such securities.

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

SHARES SHARES HELD UNDER
NAME BENEFICIALLY OWNED(1) DEFERRAL PLANS(2) TOTAL
- ------------------------------------------------------------------------------------

NAMED EXECUTIVE OFFICERS:
Raymond W. Smith 763,521 38,269 801,790
James G. Cullen 269,748 9,837 279,585
Lawrence T. Babbio, Jr. 238,598 5,444 244,042
William O. Albertini 172,119 4,197 176,316
Stuart C. Johnson 134,290 8,539 142,829
OUTSIDE DIRECTORS:
William W. Adams 1,218 6,840 8,058
Thomas E. Bolger 81,133(3) 3,178 84,311
Frank C. Carlucci 2,134 6,601 8,735
William G. Copeland 3,394 -- 3,394
James H. Gilliam, Jr. 1,462 5,570 7,032
Thomas H. Kean 2,394 1,186 3,580
John C. Marous, Jr. 18,315 120 18,435
John F. Maypole 3,394 8,601 11,995
Joseph Neubauer 1,222 5,612 6,834
Thomas H. O'Brien 1,594 8,778 10,372
Eckhard Pfeiffer -- 120 120
Rozanne L. Ridgway 1,590 4,215 5,805
Shirley Young 1,531 12,069 13,600

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

1 Includes shares subject to options exercisable presently or within 60 days as
follows: 665,068 for Mr. Smith, 253,946 for Mr. Cullen, 223,532 for Mr.
Babbio, 145,772 for Mr. Albertini, 132,965 for Mr. Johnson, and 1,000 for each
Outside Director, except Mr. Pfeiffer, who was first elected to the Board on
January 23, 1996.

2 These shares may not be voted or transferred.

3 Includes 14,806 shares held by Mr. Bolger's spouse as to which Mr. Bolger
disclaims beneficial ownership.
- --------------------------------------------------------------------------------

17
21

STOCK PERFORMANCE

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG BELL ATLANTIC, OTHER RHCS, AND S&P 500

MEASUREMENT PERIOD
(FISCAL YEAR COVERED) BELL ATLANTIC OTHER RHCS S&P 500

1990* $ 100.0 $ 100.0 $ 100.0
1991 94.7 107.7 130.3
1992 106.3 120.4 140.2
1993 128.8 138.5 154.3
1994 113.7 135.7 156.4
1995 160.5 212.2 215.0

* Assumes $100 invested on December 31, 1990

The Company's peer group is comprised of Ameritech Corporation, BellSouth
Corporation, NYNEX Corporation, SBC Communications Inc., and U S West, Inc.,
regional holding companies ("RHCs") which, like the Company, commenced
operations on January 1, 1984, following a court-approved divestiture of certain
assets of the Bell System. The seventh RHC, Pacific Telesis Group ("PacTel"),
has been excluded from the peer group since the spin-off of its cellular
operations in May 1994. The Company believes that the spin-off substantially
changed the nature of PacTel's business and future prospects. The Human
Resources Committee reached the same conclusion in modifying the peer group used
by it for purposes of compensating executives under the Performance Share Plan.
Data for U S West Communications common stock and U S West Media Group common
stock were combined for purposes of the total return calculation.

The following supplemental table presents a comparison of the Company's
stock performance with that of the S&P 500 since the Company commenced
operations. None of the elements of executive compensation reported above was
determined on the basis of this comparison.

COMPARISON OF CUMULATIVE TOTAL RETURN
OF BELL ATLANTIC AND S&P 500
FROM DIVESTITURE THROUGH FEBRUARY 15, 1996

BELL ATLANTIC 743%
S&P 500 491%

18
22

EMPLOYMENT AGREEMENTS

In May 1995, the Company entered into employment agreements with Mr. Babbio
and Mr. Cullen in order to provide for an efficient transition upon any change
in the Chief Executive Officer of the Company. Each of the agreements provides
that if and when one of the Vice Chairmen is elected Chief Executive Officer,
the agreement will terminate as to him. Until the earlier of July 1, 1998 or the
date that any new Chief Executive Officer is elected, each of the Vice Chairmen
will remain at the same salary grade. Under the terms of each Vice Chairman's
agreement, if a person other than that Vice Chairman is elected Chief Executive
Officer to succeed Mr. Smith, the agreement grants the Vice Chairman certain
rights for a "committed employment period" ending on the earlier of July 1, 1998
or the second anniversary of the new Chief Executive Officer's election. If the
executive remains with the Company for the remainder of the committed employment
period and complies with certain non-compete and non-disclosure covenants, he
will be entitled to a two-year waiver of the early retirement discount on his
pension under the Senior Management Retirement Income Plan, and a severance
payment upon his retirement equal to two times the sum of (a) his base salary
and (b) an amount equal to the greater of (i) his most recent award under the
Short Term Incentive Plan, or (ii) that most recent award without taking into
account any individual performance modification to the award, or (iii) 150% of
the target Short Term Incentive Plan award for the executive's salary grade as
of the date of his retirement. In the event of the executive's involuntary
termination without cause prior to the completion of the two-year committed
employment period, the executive would be entitled to receive the compensation
and benefits which he would have been entitled to receive had he remained
employed during the committed employment period, as well as the benefits
described in the preceding sentence calculated as though the executive had
remained in active service until the end of the committed employment period. The
agreements also provide that the Company will nominate the executive as a
candidate for Director for election at each annual meeting during the period in
which the applicable agreement is in effect.
In 1993, the Company entered into an agreement with Mr. Johnson which
prohibits him from disclosing proprietary information of the Company at any
time, and furthermore prohibits him from engaging in certain competitive
activities during the period of employment with the Company and for a period of
two years following termination of employment. In the event of involuntary
termination of employment without cause, the executive would be entitled to a
separation benefit equal to two times the sum of his base salary and an amount
equal to the greater of (i) his most recent award under the Short Term Incentive
Plan or (ii) the most recent award but without taking account of any individual
performance modification to the award. In the event of Mr. Johnson's voluntary
termination of employment under certain circumstances, the Company may elect to
(i) provide for the same separation arrangement as described above for
involuntary termination of employment or (ii) waive the prohibitions contained
in the agreement on the executive's ability to engage in certain competitive
activities, in which case the executive would not be entitled to any separation
benefit under the agreement.

19
23

SUBMISSION OF SHAREOWNER PROPOSALS AND DIRECTOR
NOMINATIONS FOR 1997 ANNUAL MEETING -------------------------------------------

Shareowners who wish to submit a proposal for inclusion in the Board of
Directors' 1997 proxy statement are advised that such proposals must be received
by the Secretary no later than November 8, 1996. SEC rules set forth standards
as to what shareowner proposals are required to be included in a proxy
statement. In addition, the Company's by-laws provide that any shareowner
wishing to make a nomination for director, or wishing to introduce a proposal or
other business, at the 1997 Annual Meeting must give the Company at least 60
days advance notice, and that notice must meet certain other requirements set
forth in the by-laws. Shareowners may request a copy of the by-laws from the
Vice President - Corporate Secretary and Counsel, Bell Atlantic Corporation,
1717 Arch Street, 32nd Floor, Philadelphia, PA 19103.

PROXY SOLICITATION -------------------------------------------------------------

The Company will pay the entire cost of solicitation of proxies. Georgeson
& Co. Inc., New York, NY, has been retained by the Company to solicit proxies by
personal interview, mail, telephone and telegraph, and will request brokers,
banks and other custodians, nominees and fiduciaries to forward soliciting
material to beneficial owners of stock held of record by such persons. The
Company will pay Georgeson & Co. Inc. a fee of $15,000, and will reimburse
expenses incurred in connection with its services. Proxies also may be solicited
by the Company's Directors, officers and employees, and by The Bank of New York,
the Company's transfer agent.

By Order of the Board of Directors

P. Alan Bulliner
Vice President - Corporate Secretary and Counsel

February 28, 1996

20
24

BELL ATLANTIC CORPORATION

PRINTED ON RECYCLED PAPER.

This document is printed on recycled paper which contains at least 10%
post-consumer waste.
25
BELL ATLANTIC STOCK COMPENSATION PLAN
FOR OUTSIDE DIRECTORS

(Restated as of February 1, 1996)

1. NAME OF PLAN. The plan shall be known as the Bell Atlantic Stock
Compensation Plan for Outside Directors (and is referred to herein as the
"Plan").

2. OBJECTIVES OF THE PLAN. The objectives of the Plan are to encourage
ownership of shares of the Common Stock (the "Stock") of Bell Atlantic
Corporation (the "Corporation"), and to further align the interests of
non-employee members of the boards of directors of Participating Companies with
the interests of shareowners of the Corporation.

3. EFFECTIVE DATE. The effective date of the Plan is July 1, 1991. The
Plan was submitted to, and was approved by, shareowners at the annual meeting of
the Corporation in April 1991.

4. PARTICIPATING COMPANIES. The "Participating Companies" in the Plan
shall be the Corporation and the domestic operating telephone company
subsidiaries of the Corporation (the "OTCs").

5. ELIGIBLE PARTICIPANTS. Each member of the board of directors of a
Participating Company who is, as of the date of any award or grant hereunder, in
active service as a director, but who is not then an employee of the Corporation
or any subsidiary of the Corporation (each, an "Outside Director"), shall be
eligible to receive an award or grant under the Plan. For purposes of certain
provisions of Section 6 ("Stock Options"), a "Post-1/1/96 Outside Director"
shall mean (a) each Outside Director who is first elected to the Board of
Directors of the Corporation on or after January 1, 1996, and (b) each existing
Outside Director as of December 31, 1995 who elected in January 1996 to forfeit
his or her accrued pension benefit under the Bell Atlantic Retirement Plan for
Outside Directors (the "Pension Plan") in exchange for the right to participate
in stock option grants for Post-1/1/96 Outside Directors under Sections 6(a) and
6(e) of this Plan.

6. STOCK OPTIONS

(a) ANNUAL GRANT OF OPTIONS. Commencing in January 1995, and annually
thereafter, each individual who, at the close of the regular January meeting of
the Board of Directors of the Corporation (the "Board"), is then serving as an
Outside Director of the Corporation, except Post-1/1/96 Outside Directors, shall
receive a grant of nonqualified stock options ("Options") to purchase 1,000
shares of Stock at an exercise price per Option equal to the fair market value
of the Stock on the date of grant, and, effective January 1996, the number of
such Options granted annually to each Post-1/1/96 Outside Director shall be
2,500. "Fair market value", for purposes of the previous sentence, shall have
the same meaning as stated in the Bell Atlantic 1985 Incentive Stock Option
Plan, as that plan may be amended from time to time (the "ISO Plan"). Options
granted under this Plan shall be granted on the same date, and with the same
exercise price, as the principal annual grant of options by the Human Resources
Committee ("HRC") of the Board under the ISO Plan. Options shall be granted
under this Plan automatically, and no action by the Board shall be required. The
Board shall retain the authority

________________________________________________________________________________
Stock Compensation Plan for Outside Directors Page 1 of 5
26
in its sole discretion to revise, from time to time, the number of Options to be
automatically granted annually under this Plan, provided, however, that no such
action shall be taken without first obtaining the advice of counsel.

(b) INITIAL GRANT UPON ELECTION TO THE BOARD. Effective as of the first
day on which Stock is publicly traded in the calendar month first following the
month in which an individual's initial election to the Board, as an Outside
Director, becomes effective, the Outside Director shall receive a grant of
Options to purchase 1,000 shares of Stock, with an exercise price equal to the
fair market value of the Stock on said first trading day of said month.

(i) Options shall expire not later than the tenth
anniversary of the date of grant;

(ii) Options shall be subject to a waiting period of one
year, and shall first become exercisable on the first
anniversary of the date of grant;

(iii) In the event of the retirement of an Outside Director
from the Board upon having attained mandatory retirement age,
or on account of disability, any outstanding Options which are
not yet exercisable shall become exercisable on the day
following the Outside Director's retirement, and all
outstanding Options shall expire on the earlier of the fifth
anniversary of the date of retirement or the tenth anniversary
of the date of grant;

(iv) In the event of a resignation or a termination of the
service of an Outside Director from the Board for any reason
other than disability or retirement upon having attained
mandatory retirement age, any outstanding Options shall expire
at the close of business on the effective date of said
resignation; provided, however, that the Board may, in its
discretion, take action to cause the Options of such an
Outside Director to become exercisable, and/or to remain
exercisable, for a period of time subsequent to said
resignation or termination, but in no event may the Options
remain exercisable after the later of the fifth anniversary of
the last date of service as an Outside Director or the tenth
anniversary of the date of grant;

(v) In the event of the death of an Outside Director at a
time when Options are outstanding, any such Options shall be
exercisable until the earlier of the first anniversary of the
date of death or the tenth anniversary of the date of grant;
and

(vi) The exercise price for Options shall be payable solely
in cash.

(d) OPTION AGREEMENTS. With respect to each grant of Options, the Plan
Administrator, with the advice and assistance of counsel, shall have the
authority, responsibility and discretion to prepare a form of agreement (the
"Option Agreement") which shall state the terms and conditions stated in section
6(c) hereof, and such additional terms and conditions as the Plan Administrator
determines are appropriate. In each case, the grant of Options to an Outside
Director shall be conditioned on the Outside Director signing the corresponding
Option Agreement within a period determined by the Plan Administrator. In the
event that an Optionee does not deliver to the Plan Administrator a signed
Option Agreement within an applicable period,

________________________________________________________________________________
Stock Compensation Plan for Outside Directors Page 2 of 5
27
or signs an Option Agreement which has been modified in a manner unacceptable to
the Plan Administrator, the Optionee shall forfeit the Options stated on said
Option Agreement.

(e) SPECIAL GRANT. Each incumbent Outside Director as of December 31,
1995, who elected on or before January 22, 1996 to forfeit his or her accrued
benefit under the Pension Plan in exchange for eligibility to receive Option
grants as a Post-1/1/96 Outside Director, shall receive, on January 22, 1996, in
addition to the grant described in Section 6(a), a one-time grant of Options in
an amount equal to the product of (i) 1,500, times (ii) the Outside Director's
years of service, as of that date of grant, as determined under the terms of the
Pension Plan.

(f) ADJUSTMENTS IN STOCK. Notwithstanding any other provision of this
Plan, in a transaction to which section 424(a) of the Internal Revenue Code
applies, the Board of Directors shall determine whether, and to what extent, it
is appropriate to make adjustments in the class or issuer of stock subject to
outstanding Options under the Plan, and/or in the number and corresponding
exercise prices of outstanding Options, in order to preserve the aggregate value
of the spreads between the exercise prices of the outstanding Options and the
value of the applicable Stock or stocks. Such modifications shall be consistent
with the terms of any such reorganization, recapitalization, stock split, stock
dividend, combination of shares, or any other change affecting the Stock.

7. STOCK AWARDS.

(a) ANNUAL AWARDS. On the first business day of July of each year, each
Participating Company except the Corporation shall cause to be transferred to
each of its Outside Directors who is on that day in active service as an elected
Outside Director of the Participating Company, an award of Stock (and cash in
lieu of any fractional share) for services to be rendered as an Outside Director
for the twelve-month period on and after that date (or for any portion of said
twelve-month period during which the Outside Director remains on the respective
board).

(b) VALUE OF AWARDS. For Outside Directors of Participating Companies
other than the Corporation, the annual Stock award shall be a number of whole
shares (and cash in lieu of any fractional share) the value of which shall equal
$1,000. For purposes of computing the number of shares to be awarded, the value
of a share of Stock at the time of an award shall be deemed to be equal to the
average of the closing prices of the Stock for each of the last five trading
days of the month of June immediately preceding the date of the award.

(c) ELECTION TO TRANSFER SHARES TO DRSPP. Each Outside Director who is
eligible for an award of Stock under this section 7 shall, prior to the date of
the award for a given year, have the right to elect whether to receive the award
in the form of a share certificate, which shall be solely in the name of the
Outside Director, or to have the Corporation deposit the share award directly
into an account, which shall be solely in the name of the Outside Director,
under the Corporation's Dividend Reinvestment and Stock Purchase Plan ("DRSPP").
For an Outside Director who elects to deposit the award in a DRSPP account, the
terms of DRSPP shall thereafter apply and the shares awarded under this Plan
shall be treated no differently than any other shares held under DRSPP.

________________________________________________________________________________
Stock Compensation Plan for Outside Directors Page 3 of 5
28
(d) NO ACCRUED INTEREST IN SUBSEQUENT AWARDS. Until the applicable
award date under the Plan, an eligible Outside Director shall have no accrued
right to receive all or any portion of any subsequent award, except to the
extent provided in any plan amendment adopted by the Plan Administrator pursuant
to Section 12(c)(iii). An eligible Outside Director shall have no right to
assign or alienate any interest in any award which has not yet been presented
under this Plan.

8. SOURCE OF STOCK. Shares of Stock awarded under the Plan, and Stock
transferred to an Outside Director upon exercise of Options, may be treasury
shares, or authorized but unissued shares, or outstanding shares of Stock
acquired by the Corporation in the open market or elsewhere.

9. TAXES. Any and all tax consequences for an Outside Director which
are associated with an award of shares or an exercise of Options under this Plan
shall be the sole responsibility of the participating Outside Director.

10. AUTHORIZED NUMBER OF SHARES. The aggregate number of shares of
Stock which may be awarded under this Plan, or transferred upon exercise of
Options, shall be 100,000. Said limit shall be adjusted, in the manner
determined appropriate by the Plan Administrator with the advice of counsel, in
the event of any stock split, stock dividend, recapitalization, or other change
affecting the Stock.

11. NO EFFECT ON RETIREMENT PLAN OR DEFERRED FEE PLAN. The awards of
Stock, and transfers of Stock upon exercise of Options, under this Plan shall
not be treated as a portion of the Outside Directors' retainer, or as benefit
bearing compensation of any kind, for purposes of determining the amount of any
benefit under the Bell Atlantic Retirement Plan for Outside Directors. Neither
the Options nor the Stock received under this Plan shall be eligible for
deferral under the Bell Atlantic Deferred Fee Plan for Outside Directors.

12. ADMINISTRATION; AMENDMENT AND TERMINATION.

(a) AUTHORITY OF THE BOARD. The Board of the Corporation shall have the
authority to amend and to terminate the Plan at any time in its discretion;
provided, however, that any amendment adopted by the Board may be submitted for
approval by the shareowners of the Corporation if, in the opinion of counsel,
such approval is required to exempt the awards of Stock, and the grant or
exercise of Options, under this Plan from the short-swing trading provisions of
Section 16 of the Securities Exchange Act of 1934, or to preserve the status of
Outside Directors as "disinterested administrators" (within the meaning of
regulations issued pursuant to said Section 16) for purposes of the
Corporation's compensation plans for officers and key employees. The Committee
on Directors of the Board may recommend amendments to the Plan for the approval
of the full Board.

(b) AUTHORITY OF BOARD OF DIRECTORS OF OPERATING TELEPHONE COMPANIES.
The board of directors of an OTC shall have the authority to adopt the Plan on
behalf of the OTC, and to withdraw from participation in the Plan at any time in
its sole discretion.

(c) AUTHORITY OF PLAN ADMINISTRATOR. The Vice President - Human
Resources of the Corporation, or any person to whom that officer delegates
administrative responsibility for

________________________________________________________________________________
Stock Compensation Plan for Outside Directors Page 4 of 5
29
the Plan, shall be the "Plan Administrator" (as that term is used herein), with
the authority (i) to administer and interpret the Plan, (ii) to prepare and
distribute Option Agreements and administer the exercise of Options, (iii) to
adopt minor and administrative modifications of the Plan and amendments which
the Plan Administrator believes, with the advice of counsel, to be necessary or
appropriate to comply with changes in applicable law or to ensure that
transactions under the Plan remain exempt from Section 16(b) of the Securities
Exchange Act of 1934 to the maximum extent practicable, (iv) to adopt Plan
provisions for the awarding of prorated amounts of Stock in appropriate
circumstances, and (v) with advice of counsel, to submit the Plan, or amendments
to the Plan, to the shareowners of the Corporation for approval.

(d) AUTHORITY OF CORPORATE SECRETARIES OF OTCS. The corporate secretary
of each OTC shall have the status of deputy administrator of the Plan, with
authority to assist the Plan Administrator with communications and
correspondence with Outside Directors of the respective OTC.

________________________________________________________________________________
Stock Compensation Plan for Outside Directors Page 5 of 5
30

Directors recommend a vote "FOR":
- ------------------------------------------------------------------------------------------------------------------------------------

A. Election of To vote your shares for all Director nominees,
All Directors For Withhold Exception* mark the "For" box in item A. To withhold voting for
/X/ /X/ /X/ all nominees, mark the "Withhold" box. If you do not
wish your shares voted "For" a particular nominee,
mark the "Exception" box and enter the name(s) of the
* Exception(s)__________________________________________________________ exception(s) in the space provided.

For Against Abstain
B. Ratification of Check here to:
Independent
Accountants /X/ /X/ /X/ 1. Indicate notations
on reverse side /X/
C. Amendments to
Outside Directors'
Stock
Compensation Plan /X/ /X/ /X/ 2. Eliminate duplicate
Annual Reports /X/

- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------
Directors recommend a vote "AGAINST"
the shareholder proposals regarding:
- -----------------------------------------------------------------------

For Against Abstain
D. Additional
Compensation
Information /X/ /X/ /X/

E. Directors'
Annual
Meeting
Attendance /X/ /X/ /X/

F. Executive
Incentive
Compensation /X/ /X/ /X/

G. Directors'
Other
Board
Affiliations /X/ /X/ /X/
- ------------------------------------------------------------------------
Please sign exactly as name or names appear on this proxy. If stock is
held jointly, each holder should sign. If signing as attorney, trustee,
executor, administrator, custodian, guardian or corporate officer,
please give full title.

DATE ____________________________________________________________ , 1996

SIGNATURE ______________________________________________________________

Votes must be indicated (x) in Black or Blue ink as in this example. /X/

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

- --------------------------------------------------------------------------------
PROXY/VOTING INSTRUCTION CARD [BELL ATLANTIC LOGO]
- --------------------------------------------------------------------------------
This Proxy is Solicited by the Board of Directors for the Annual
Meeting of Shareowners Friday, April 26, 1996, 3 p.m. Local Time, The Playhouse
Theatre, 10th & Market Streets, Wilmington, Delaware.

The undersigned hereby appoints L.T. Babbio, Jr., J.G. Cullen and R.W. Smith,
and each of them, proxies, with the powers the undersigned would possess if
personally present, and with full power of substitution, to vote all common
shares held of record by the undersigned in Bell Atlantic Corporation, upon all
subjects that may properly come before the meeting, including the matters
described in the proxy statement furnished herewith, subject to any directions
indicated on the reverse side of this card. IF NO DIRECTIONS ARE GIVEN, THE
PROXIES WILL VOTE FOR THE ELECTION OF ALL LISTED NOMINEES FOR DIRECTOR (W.W.
ADAMS, W.O. ALBERTINI, L.T. BABBIO, JR., T.E. BOLGER, F.C. CARLUCCI, J.G.
CULLEN, J.H. GILLIAM, JR., T.H. KEAN, J.F. MAYPOLE, J. NEUBAUER, T.H. O'BRIEN,
E. PFEIFFER, R.L. RIDGWAY, R.W. SMITH AND S. YOUNG), IN ACCORD WITH THE
DIRECTORS' RECOMMENDATIONS ON THE OTHER SUBJECTS LISTED ON THE REVERSE SIDE OF
THIS CARD AND AT THEIR DISCRETION ON ANY OTHER MATTER THAT MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

This card also constitutes your voting instructions for shares held of record
by Bell Atlantic Corporation for your account in the Dividend Reinvestment and
Stock Purchase Plan (DRSPP) and, if shares are held in the same name, shares
held in the 1976 Bell Atlantic Employee Stock Ownership Plan, Savings Plan for
Salaried Employees, or Savings and Security Plan (Non-Salaried Employees).

If you do not sign and return a proxy, or attend the meeting and vote by
ballot, your shares cannot be voted, nor your instructions followed, except
that shares in the Saving Plans will be voted as described on page 1 of the
Proxy Statement.

Please sign on the reverse side and return this BELL ATLANTIC CORPORATION
proxy in the enclosed envelope, making sure that P.O. BOX 1019
the address at right shows through the window. NEWARK, N.J. 07101-9757

NOTATIONS: _____________________________________________________________________
________________________________________________________________________________

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