SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


Form 8-K/A

Amendment No. 1

CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

 
 
                                         
Date of Report:                           August 14, 1997
 
Exact name of registrant
as specified in its charter:              BELL ATLANTIC CORPORATION
 
Commission File No.:                      1-8606
 
State of Incorporation:                   Delaware
 
IRS Employer Identification No.:          23-2259884
 
Address of principal
executive offices:                        1095 Avenue of the Americas
                                          New York, New York
Zip Code                                  10036
 
Registrant's telephone number,
including area code:                      (212) 395-2121

Former name or former address,
if changed since last report:             Not applicable
 

 
The registrant hereby amends and supplements the following items of its Current
Report on Form 8-K dated August 14, 1997:


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a) Pro forma Financial Information.

         The (i) pro forma combined condensed statements of income of Bell
         Atlantic Corporation ("Bell Atlantic") and NYNEX Corporation ("NYNEX")
         for the six months ended June 30, 1997 and 1996, and the years December
         31, 1996, 1995 and 1994; and (ii) pro forma combined condensed balance
         sheet of Bell Atlantic and NYNEX as of June 30, 1997 are attached
         hereto as Exhibit 99.5.
    
         (b) Exhibits.

         99.4  Press Release, dated August 18, 1997, issued by Bell Atlantic.

         99.5  (i) Pro forma combined condensed statements of income of Bell
               Atlantic and NYNEX for the six months ended June 30, 1997 and
               1996, and the years ended December 31, 1996, 1995 and 1994; and
               (ii) the pro forma combined condensed balance sheet of Bell
               Atlantic and NYNEX as of June 30, 1997.

         99.6  (i) Pro forma combined condensed statements of income of Bell
               Atlantic and NYNEX for the three months ended March 31, 1997 and
               1996, the three months ended June 30, 1997 and 1996, the three
               months ended September 30, 1996, the three months ended December
               31, 1996; and (ii) pro forma combined condensed balance sheets of
               Bell Atlantic and NYNEX as of December 31, 1996, 1995 and 1994.

         99.7  Investor Bulletin, dated August 1997, issued by Bell Atlantic.

 
                                   SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                       BELL ATLANTIC CORPORATION



                                       By: /s/ Ellen C. Wolf
                                           ------------------------
                                           Ellen C. Wolf
                                           Vice President-Treasurer



Date: August 18, 1997

 
File No. 1-8606
 
 
INDEX TO EXHIBITS
 
Exhibits
- --------
 
Exhibit 99.4       Press Release, dated August 18, 1997, issued
                   by Bell Atlantic
                   
Exhibit 99.5       (i) Pro forma combined condensed statements of
                   income of Bell Atlantic and NYNEX for the six
                   months ended June 30, 1997 and 1996, and the years
                   ended December 31, 1996, 1995 and 1994; and (ii)
                   the pro forma combined condensed balance sheet of
                   Bell Atlantic and NYNEX as of June 30, 1997
                   
Exhibit 99.6       (i) Pro forma combined condensed statements of
                   income of Bell Atlantic and NYNEX for the three
                   months ended March 31, 1997 and 1996, and the
                   three months ended June 30, 1997 and 1996, the
                   three months ended September 30, 1996, and the
                   three months ended December 31, 1996; and (ii) pro
                   forma combined condensed balance sheets of Bell
                   Atlantic and NYNEX as of December 31, 1996, 1995
                   and 1994
                   
Exhibit 99.7       Investor Bulletin, dated August 1997, issued by
                   Bell Atlantic