RNS No 7280f
BELL ATLANTIC CORPORATION
22nd July 1997 

          Bell Atlantic Announces Robust Second Quarter Earnings

              Adjusted Earnings per Share Up 11.4 Percent


PHILADELPHIA - Continuing the pace recorded in the first quarter of the year,
Bell Atlantic Corp, (NYSE: BEL) registered robust earnings in the second
quarter of 1997 on strong demand for communications services in the company's
core telephone and wireless businesses.

The company reported adjusted second quarter 1997 earnings per share of $1.17,
an increase of 11.4 percent over the second quarter of 1996, before a charge of
$.03 for a writedown of its investment in CAI Wireless Systems, Inc. Adjusted
net income for the second quarter of 1997 was $513.9 million, 10.8 percent
higher than the second quarter of 1996, before the charge of $15 million.

"The story for our second quarter performance is straightforward and simple,"
said Bell Atlantic Chairman and CEO Raymond W. Smith.  "The beat goes on: 

"In the face of increasing competition in our core businesses, revenues are
rising, expenses are in check and operating income is increasing at double-digit
rates. We are opening new channels to make it even easier for customers to do
business with us, our network operations continue to deliver solid service and
our wireless operations continue their success story.

"We again have demonstrated our ability to identify real opportunities and
marshal our resources to take best advantage of them. With the commitments we
have just made to the FCC, we anticipate that our merger with NYNEX soon will
clear the final hurdle at the Commission with no additional financial impact on
our new company. Now we can tackle the best opportunity of all: unifying,
providing service - including long distance - and winning in the best
communications marketplace in the world," Smith said.

"We have never been more confident in our ability to capitalize on the
tremendous opportunities open to us."

The corporation's 1997 second quarter revenues increased by 6.7 percent over the
year earlier period, and by 7.7 percent including its proportionate share of
domestic cellular revenues.

                        Network Highlights

Bell Atlantic's telephone business realized a strong, 5.6 percent revenue
increase in the second quarter of the year as demand generated continued growth
in access lines and value-added services, while the company maintained excellent
customer service levels.

"We have bolstered our already-strong customer service capabilities by adding
service consultants over the past year to provide faster access to our business
offices while increasing revenue through this channel," said Bell Atlantic Vice
Chairman James G. Cullen. "We believe this is proof that excellent customer
service will be a key differentiator for Bell Atlantic in the competitive
marketplace.

We extended that notion to the small business market, as well, by introducing
the Telephone Account Management channel in the second quarter to provide
personalized attention to our top small business accounts.

"In addition, we have signed up 185,000 customers through the first half of
1997 in our New Jersey and Pennsylvania toll calling plans, clearly
demonstrating the strength of the Bell Atlantic brand in countering
competition."

          In the network business: 
          *   Access lines in service totaled approximately 21 million on June
              30, 1997, an increase of 4.0 percent over the same date in 1996.
              The increase included 10.9 percent Centrex line growth year over
              year. 
          *   Access minutes of use grew 7.8 percent compared with the second
              quarter last year. 
          *   At the end of the second quarter, Bell Atlantic had more than 
              240,000 ISDN (Integrated Services Digital Network) lines in 
              service, more than 40 percent more than a year earlier. 
          In the residential market:
          *   Sales of secondary residential lines in the second quarter of 1997
              continued at a strong Clip, increasing, by 228,600, a 7.6 percent
              increase in sales above the year earlier period. 
          *   In the second quarter, revenues from Home Voice Mail and central
              office-based services such as Caller ID, Return Call and Call
              Waiting were up approximately 20 percent compared with the 1996
              period. Caller ID revenues grew 45.5 percent in the last quarter
              over the year-earlier period. Revenues from Return Call, often
              featuring a voice-recorded read-out of the calling party's number,
              grew 37.1 percent from second quarter 1996 levels.
          In the business markets:
          *   The company's popular customized Centrex packages for small
              businesses added 247,000 lines in the quarter for 85 percent
              growth year over year.  Second quarter revenue was $56.3 million,
              up 48,3 percent over the 1996 period.
          *   In the large business segment, revenues from high-speed Fast
              Packet services grew about 90 percent from second quarter 1996
              levels.
          *   Bell Atlantic Network Integration, Inc., delivered revenue growth
              of more than 50 percent over the 1996 quarter, bringing the
              unit's quarterly revenues to nearly $60 million.

Network operating expenses of $2.5 billion for the quarter were 2.7 percent
higher than in the 1996 quarter, including costs of meeting the requirements of
the Telecom Act checklist and increased marketing expenditures.

"Expense control is especially impressive in that we spent nearly $55 million in
the second quarter to redesign software, add capacity in our operating support
systems and improve our ordering systems to meet our obligations under the
Telecom Act and to accommodate competitive local carriers as we continue to open
our local networks," Cullen said.  "All this helps pave the way for our entry
into the long distance market.  We plan to start filing our applications in the
fourth quarter. 

"Our core network business continued to advance last quarter on all essential
fronts: revenue generation, expense control, efficient delivery channels and
customer service," Cullen said. "Margins and capital productivity were higher
as we demonstrated that we can win in the marketplace and create value for our
shareowners."

                    Wireless Highlights

In the second quarter of 1997, Bell Atlantic's global wireless portfolio of 89
million POPs (people in markets served) saw new product introductions and
business expansion on all fronts. 

"In the second quarter, we deployed CDMA (code division multiple access) digital
networks in all our domestic markets, enabling us to launch next-generation
wireless services well ahead of most new market entrants. We improved our
wireless results for market penetration, customer churn and cash flow margin,
despite downward pressure on service pricing and increased marketing expenses,"
said Bell Atlantic Vice Chairman Lawrence T. Babbio, Jr. "We've shown the rest
of the industry how to deliver a great value proposition: Real innovation at
great prices.

"PrimeCo, our PCS partnership, added about 81,000 new subscribers in the second
quarter - in addition to 77,000 in the first quarter of this year - for a total
of 195,000 subscribers since PrimeCo opened for business last October. We
continue with our aggressive network build plan to increase our PCS footprint
and handle the rapid growth in subscribers and call volumes.

"We also have a real turnaround story in Grupo Iusacell, S.A. de C.V., where we
consolidated our operational and management control in February.  Since then,
we have launched a new consolidated brand strategy, enhanced network performance
and expanded retail distribution, and we are on target for meeting our 1997
subscriber growth objectives," Babbio said.  

For Bell Atlantic NYNEX Mobile:
 *  The company had a 16 percent increase in operating revenues over the second
    quarter of 1996 and operating cash flow improvement of 19.6 percent,
    resulting in an operating cash flow margin of 45 percent.
 *  At the end of the second quarter of 1997, the company had 27.6 percent more
    subscribers year over year, adding 241,000 new customers in the quarter for
    a total of nearly 4.9 million.
 *  Penetration at the end of the 1997 quarter was 8.6 percent, up from 6.8
    percent at the end of the year-earlier date, and churn decreased in the
    quarter to 1.6 percent per month.

In other international wireless operations: 
 * Omnitel Pronto Italia, Bell Atlantic's consortium which provides wireless
   service in Italy, continued to be one of the world's fastest growing mobile
   operations, adding 341,000 new subscribers in the quarter for a total of 1.25
   million.  In the second quarter, Omnitel had continuing strong operating
   results and, after less than 18 months of service, earned Europe's
   prestigious 1997 Teleperformance Gold Award for excellence in customer care.

 * EuroTel Praha, Bell Atlantic's wireless partnership in the Czech Republic,
   added more than 200,000 customers on its GSM (global system for mobile)
   network since the digital service was launched on July 7, 1996.  The company
   has 272,000 digital and analog service customers in total.

"There are five fundamentals for leadership in the wireless industry: a strong
value proposition, direct customer access, superior network quality, world-class
customer service and high-efficiency operations," Babbio said. "We are
successfully applying that formula in all our properties."

Bell Atlantic's combined wireless portfolio added some 325,000 proportionate
subscribers in the second quarter of 1997, bringing its total to 33.5 million,
an increase of 40 percent over the end of the second quarter of 1996.
Significantly, about one third of this growth came from international
operations.


Consolidated Statements of income
                               (Dollars in Millions, Except Per Share Amounts)

                                        3 Mos. Ended   3 Mos. Ended 
Unaudited                                    6/30/97        6/30/96   % Change

OPERATING REVENUES
Transport Services
  Local service                           $  1,256.9     $  1,179.4      6.6
  Network access    
    Interstate                                 758.2          713.6      6.2
    Intrastate                                 150.3          154.2     (2.5)
  Toll service                                 328.2          350.1     (6.3)
Ancillary Services
  Director publishing                          265.1          252.9      4.8
  Other                                        186.8          157.4     18.7
Value-added Services                           427.0          386.4     10.5
Other Services                                  68.2           29.6        -
                                        ---------------------------------------
Total Operating Revenues                     3,440.7        3,223.6      6.7
                                        ---------------------------------------
OPERATING EXPENSES
Employee Costs                                 963.1          981.8     (1.9)
Depreciation and amortization                  685.0          638.8      7.2
Other                                          893.8          850.6      5.1
                                        ---------------------------------------
Total Operating Expenses                     2,541.9        2,471.2      2.9
                                        ---------------------------------------
OPERATING INCOME                               898.8          752.4     19.5
Income from Unconsolidated Businesses           59.3           94.3    (37.1)
Other Income (Expense), Net                     (3.5)          (2.1)       -
Interest Expense                               131.4          119.8      9.7
                                        ---------------------------------------
Income Before Income Taxes and 
    Cumulative Effect of Change in
    Accounting Principle                       823.2          724.8     13.6
Provision for Income Taxes                     324.3          261.1     24.2
                                        ---------------------------------------
Income Before Cumulative Effect
    of Change in Accounting
    Principle                                  498.9          463.7      7.6
Cumulative Effect of Change in
    Accounting Principle 
    Directory Publishing, net of tax               -              -        -
                                        ---------------------------------------
Net Income                                $    498.9     $    463.7      7.6
                                        ---------------------------------------
Earnings per Share                        $     1.14     $     1.05      8.6
                                        ---------------------------------------
Weighted average common and equivalent
    shares outstanding (in millions)           439.5          439.6
                                        ---------------------------------------

Footnotes
Certain 1996 revenue amounts have been reclassfied to conform with the 1997
presentation.  In February 1997, the Company assumed control of the Board of
Directors and management of Grupo Iusacell, S.A. de C.V and changed its
accounting for this investment from the equity method to full consolidation.


Consolidated Statements of income
                               (Dollars in Millions, Except Per Share Amounts)

                                        6 Mos. Ended   6 Mos. Ended 
Unaudited                                    6/30/97        6/30/96   % Change

OPERATING REVENUES
Transport Services
  Local service                           $  2,445.6     $  2,319.3      5.5
  Network access    
    Interstate                               1,523.4        1,429.3      6.6
    Intrastate                                 302.2          316.4     (4.5)
  Toll selvice                                 664.1          719.7     (7.7)
Ancillary Services
  Director publishing                          570.6          551.4      3.5
  Other                                        344.5          295.7     16.5
Value-added Services                           862.0          758.3     13.7
Other Services                                 142.2           53.6        -
                                        ---------------------------------------
Total Operating Revenues                     6,854.6        6,443.5      6.4
                                        ---------------------------------------
OPERATING EXPENSES
Employee Costs                               1,917.6        1,964.2     (2.4)
Depreciation and amortization                1,356.4        1,267.7      7.0
Other                                        1,785.3        1,659.0      7.6
                                        ---------------------------------------
Total Operating Expenses                     5,059.3        4,890.9      3.4
                                        ---------------------------------------
OPERATING INCOME                             1,795.3        1,552.6     15.6
Income from Unconsolidated Businesses          106.9          165.9    (35.6)
Other Income (Expense), Net                     20.6           (4.4)       -
Interest Expense                               268.9          240.6     11.8
                                        ---------------------------------------
Income Before Income Taxes and 
    Cumulative Effect of Change in
    Accounting Principle                     1,653.9        1,473.5     12.2
Provision for Income Taxes                     639.4          545.1     17.3
                                        ---------------------------------------
Income Before Cumulative Effect
    of Change in Accounting
    Principle                                1,014.5          928.4      9.3
Cumulative Effect of Change in
    Accounting Principle 
    Directory Publishing, net of tax               -          142.1        -
                                        ---------------------------------------
Net Income                                $  1,014.5     $  1,070.5     (5.2)
                                        ---------------------------------------
Earnings per Share                        $     2.31     $     2.43     (4.9)
                                        ---------------------------------------
Weighted average common and equivalent
    shares outstanding (in millions)           439.7          439.9
                                        ---------------------------------------

Footnotes
Certain 1996 revenue amounts have been reclassfied to conform with the 1997
presentation.  
In February 1997, the Company assumed control of the Board of Directors and
management of Grupo Iusacell, S.A. de C.V and changed its accounting for this
investment from the equity method to full consolidation.


Income from Unconsolidated Businesses

                     3 Mos. Ended   3 Mos. Ended   6 Mos. Ended   6 Mos. Ended
                          6/30/97        6/30/96        6/30/97        6/30/96
Wireless
 Bell Atlantic 
   NYNEX Mobile         $ 102.7          $  91.7        $ 179.9        $ 169.1
 Grupo Iusacell               -              3.3              -           (7.5)
 Other                    (37.2)           (15.3)         (72.6)         (29.8)
                      ----------------------------------------------------------
      Total Wireless       65.5             79.7          107.3          131.8
   Other Investments       (6.2)            14.6           (0.4)          34.1
                      ----------------------------------------------------------
          TOTAL         $  59.3          $  94.3        $ 106.9        $ 165.9
                      ----------------------------------------------------------

Earnings per Share Reconciliation

                                        3 Mos. Ended   3 Mos. Ended 
Unaudited                                    6/30/97        6/30/96   % Change

Reported Earnings per Share                  $  1.14        $ 1.05
Adjustments:
Investment writedown                             .03
                                        ---------------------------------------
Adjusted Earnings per Share                  $  1.17        $ 1.05      11.4
                                        ---------------------------------------

                                        6 Mos. Ended   6 Mos. Ended 
Unaudited                                    6/30/97        6/30/96   % Change

Reported Earnings per Share                  $  2.31        $ 2.43
Adjustments:
Investment writedown                             .03
Directory accounting change-
  cumulative effect                                           (.32)
                                        ---------------------------------------
Adjusted Earnings per Share                  $  2.34        $ 2.11      10.9
                                        ---------------------------------------

1996 Quarterly Earnings per Share (Restated)

For purposes of comparison with 1997 results, adjusted earnings per share for
each of the four quarters of 1996 have been restated to include the effect of
the change in the method of accounting for directory publishing, effective 
1/1/96.

                          1st Qtr    2nd Qtr    3rd Qtr    4th Qtr  Full Year
Unaudited                    1996       1996       1996       1996       1996

Reported Earnings per
  Share (restated)        $  1.38    $  1.05    $  1.06    $   .79    $  4.28
Adjustments:
Directory accounting
  change - cumulative
  effect                     (.32)                                       (.32)
Regulatory and other
  issues                                                       .13        .13
Actuarial charges for
  benefit plan amendment                                       .06        .06
Loss on asset and
  investment dispositions                                      .12        .12
                      ----------------------------------------------------------
Adjusted Earnings Per
  Share                   $  1.06    $  1.05    $  1.06    $  1.09*   $  4.26*
                      ----------------------------------------------------------

Footnote
* Does not add down due to rounding.


Selected Financial and Operating Statistics
                               (Dollars in Millions, Except Per Share Amounts)

                                        3 Mos. Ended   3 Mos. Ended 
Unaudited                                    6/30/97        6/30/96   % Change

Network Services Revenues
  Network Operations (1)                   $ 3,265.5      $ 3,113.1      4.9
  Network Related    (2)                       107.0           80.9     32.3
                                        ---------------------------------------
Total Network Services Revenues              3,372.5        3,194.0      5.6
Other Services                                  68.2           29.6        -
                                        ---------------------------------------
Total Operating Revenues                   $ 3,440.7        3,223.6      6.7
                                        ---------------------------------------

Return on Average Common Equity                25.5%          26.1%
Return on Average Common Equity (Adjusted)*    26.2%          26.1%

Return on Average Total Capital                13.5%          13.3%
Return on Average Total Capital (Adjusted)*    13.8%          13.3%

Cash Dividends Declared Per Common Share   $    0.74      $    0.72

Common Shares Outstanding (millions)
  Weighted average common and equivalent       439.5          439.6

Gross Plant Additions
  Network Operations                       $   691.2      $   495.8     39.4
  All Other                                     16.4           18.5    (11.4)
                                        ---------------------------------------
Total Gross Plant Additions                $   707.6      $   514.3     37.6
                                        ---------------------------------------
  
                                        6 Mos. Ended   6 Mos. Ended 
Unaudited                                    6/30/97        6/30/96   % Change

Network Services Revenues
  Network Operations (1)                   $ 6,516.1      $ 6,242.5      4.4
  Network Related    (2)                       196.3          147.4     33.2
                                        ---------------------------------------
Total Network Services Revenues              6,712.4        6,389.9      5.0
Other Services                                 142.2           53.6        -
                                        ---------------------------------------
Total Operating Revenues                   $ 6,854.6        6,443.5      6.4
                                        ---------------------------------------
Debt Ratio - at end of period                  51.0%          52.6%

Book Value Per Common Share
  - at end of period                       $   17.74      $   16.43

Return on Average Common Equity                26.2%          30.6%
Return on Average Common Equity (Adjusted)*    26.6%          26.5%

Return on Average Total Capital                13.7%          15.0%
Return on Average Total Capital (Adjusted)*    13.9%          13.4%

Composite Depreciation Rate                     7.7%           7.7%

Cash Dividends Declared Per Common Share   $    1.48      $    1.44 (3)

Common Shares Outstanding (millions)
  Weighted average common and equivalent       439.7          439.9
  End of period                                437.5          437.8

Gross Plant Additions
  Network Operations                       $ 1,287.0      $   937.5     37.3
  All Other                                     37.8           34.9      8.3 
                                        ---------------------------------------
Total Gross Plant Additions                $ 1,324.8      $   972.4     36.2
                                        ---------------------------------------
Employees - end of period
  Network Operations                          58,418         56,162
  Network Related                              6,246          4,343
  All Other                                    2,194 (4)        268
                                        ---------------------------------------
Total Employees                               66,858         60,773
                                        ---------------------------------------

Footnotes
(1) Network Operations principally represents the consolidation of the seven
    operating telephone companies, including intercompany eliminations.
(2) Network Related principally includes subsidiaries for network integration,
    CPE distribution, inside wiring, long distance, and entertainment and
    information services.  Certain 1996 revenue amounts have been reclassified
    to conform with the 1997 presentation. 
(3) Includes payment of $.005 per common share for redemption of rights under
    the Company's Shareholder Rights Plan. 
(4) Includes 1,976 employees at Grupo Iusacell, which we began consolidating in
    the first quarter of 1997
 *  Returns for the three and six month periods ended 6/30/97 have been 
    adjusted for the effects of charges associated with an investment writedown.
    Returns for the six month period ended 6/30/96 have been adjusted for the
    cumulative effect of the change in the method of accounting for directory
    publishing.


Selected Financial Results and Operating Statistics
                          (Dollars in Millions, Except Per Access Line Amounts)

                                        3 Mos. Ended   3 Mos. Ended 
Unaudited                                    6/30/97        6/30/96*  % Change

SELECTED FINANCIAL RESULTS
Transport Services
  Local service                           $  1,256.9     $  1,179.4      6.6
  Network access    
    Interstate                                 758.2          713.6      6.2
    Intrastate                                 150.3          154.2     (2.5)
  Toll service                                 328.2          350.1     (6.3)
Ancillary Services
  Director publishing                          259.4          249.5      4.0
  Other                                         85.5           79.9      7.0
Value-added Services                           427.0          386.4     10.5
                                        ---------------------------------------
Operating Revenues                           3,265.5        3,113.1      4.9
                                        ---------------------------------------
Employee Costs                                 862.1          916.0     (5.9)
Depreciation and amortization                  652.5          628.1      3.9
Other                                          762.0          712.1      7.0
                                        ---------------------------------------
Operating Expenses                           2,276.6        2,256.2      0.9
                                        ---------------------------------------
Operating Income                          $    988.9     $    856.9     15.4
                                        ---------------------------------------
Operating Cash Flow (1)                   $  1,641.4     $  1,485.0     10.5
Operating Cash Flow Margin                      50.3%          47.7%
Op. Rev. Per Access Line (annualized)     $      623     $      617      1.0
Op. Exp. Per Access Line (annualized)     $      434     $      447     (2.9)
Cash Exp. Per Access Line (annualized)(2) $      310     $      323     (4.0)
Gross Plant Additions                     $    691.2     $    495.8     39.4

Access Minutes of Use (in millions)
  Interstate                                  17,395         16,276      6.9
  Intrastate                                   4,929          4,439     11.0
                                        ---------------------------------------
Total Access Minutes of Use                   22,324         20,715      7.8
                                        ---------------------------------------
Toll Messages (in millions)
  Intrastate                                   845.2          828.8      2.0
  Interstate                                    40.0           41.3     (3.1)
                                        ---------------------------------------
Total Toll Messages                            885.2          870.1      1.7
                                        ---------------------------------------

                                        6 Mos. Ended   6 Mos. Ended 
Unaudited                                    6/30/97        6/30/96*  % Change

SELECTED FINANCIAL RESULTS
Transport Services
  Local service                           $  2,445.6     $  2,319.1      5.5
  Network access    
    Interstate                               1,523.4        1,429.3      6.6
    Intrastate                                 302.2          316.4     (4.5)
  Toll service                                 664.1          719.7     (7.7)
Ancillary Services
  Director publishing                          560.1          544.4      2.9
  Other                                        158.7          155.3      2.2
Value-added Services                           862.0          758.3     13.7
                                        ---------------------------------------
Operating Revenues                           6,516.1        6,242.5      4.4
                                        ---------------------------------------
Employee Costs                               1,719.0        1,835.0     (6.3)
Depreciation and amortization                1,295.8        1,247.4      3.9
Other                                        1,524.7        1,428.5      6.7
                                        ---------------------------------------
Operating Expenses                           4,539.5        4,510.9      0.6
                                        ---------------------------------------
Operating Income                          $  1,976.6     $  1,731.6     14.1
                                        ---------------------------------------
Operating Cash Flow (1)                   $  3,272.4     $  2,979.0      9.8
Operating Cash Flow Margin                      50.3%          47.7%
Op. Rev. Per Access Line (annualized)     $      621     $      619      0.3
Op. Exp. Per Access Line (annualized)     $      433     $      447     (3.1)
Cash Exp. Per Access Line (annualized)(2) $      309     $      324     (4.6)
Employees Per 10,000 Access Lines (3)           27.4           27.4        -
Gross Plant Additions                     $  1,287.0     $    937.5     37.3
Gross Plant Investment-end of period      $ 34,942.0     $ 33,167.6      5.3
Net Plant Investment-end of period        $ 15,407.9     $ 15,181.9      1.5
Gross Plant Investment Per Access Line    $    1,666     $    1,633      1.3
Net Plant Investment Per Access Line      $      735     $      753     (2.4)
Composite Depreciation Rate                      7.6%           7.7%
Operating Statistics
Access Lines in Service - end of period
  (in thousands)
    Residence                                 13,213         12,770      3.5
    Business                                   7,481          7,123      5.0
    Public                                       278            276      0.7
                                        ---------------------------------------
Total Access Lines in Service                 20,972         20,169      4.0
                                        ---------------------------------------
Access Minutes of Use (in millions)
  Interstate                                  34,103         32,404      5.2
  Intrastate                                   9,543          9,012      5.9
                                        ---------------------------------------
Total Access Minutes of Use                   43,646         41,416      5.4
                                        ---------------------------------------
Toll Messages (in millions)
  Intrastate                                 1,668.1        1,683.1     (0.9)
  Interstate                                    79.0           83.8     (5.7)
                                        ---------------------------------------
Total Toll Messages                          1,747.1        1,766.9     (1.1)
                                        ---------------------------------------

Footnotes
 *  Restated for the effect of the change in the method of accounting for
    directory publishing. 
(1) Operating Cash Flow equals operating income plus depreciation and
    amortization.
(2) Operating Cash Expense equals operating expenses less depreciation and 
    amortization. 
(3) Calculation excludes Directory Services, certain Headquarters employees not
    directly associated with telephone operations, and employees of BACCSI, our
    competitive inside wiring subsidiary.


Condensed Consolidated Balance Sheets
                                                         (Dollars in Millions)

Unaudited                                    6/30/97        6/30/96*  % Change

ASSETS
Current Assets
  Cash and cash equivalents               $    103.9     $     63.7  $    40.2
  Short-term investments                       213.0           97.5      115.5
  Other current assets                       3,633.5        3,468.8      164.7
                                        ---------------------------------------
Total Current Assets                         3,950.4        3,630.0      320.4
                                        ---------------------------------------
Plant, Property and Equipment               35,629.6       33,763.6    1,866.0
  Less Accumulated Depreciation             19,702.6       18,139.1    1,563.5
                                        ---------------------------------------
Net Plant, Propety and Equipment            15,927.0       15,624.5      302.5
                                        ---------------------------------------
Investments in Unconsolidated Businesses     3,469.2        3,267.2      202.0
Other Assets                                 1,631.8        1,249.9      381.9
                                        ---------------------------------------
Total Assets                              $ 24,978.4     $ 23,771.6  $ 1,206.8
                                        ---------------------------------------
LIABILITIES AND SHAREOWNERS' INVESTMENT
Current Liabilities
  Debt maturing within one year           $  2,273.8     $  1,842.6  $   431.2
  Other current liabilities                  3,252.6        2,951.6      301.0
                                        ---------------------------------------
Total Current Liabilities                    5,526.4        4,794.2      732.2
                                        ---------------------------------------
Long-Term Debt                               5,816.4        6,130.6     (314.2)
Employee Benefit Obligations                 3,828.2        3,865.9      (37.7)
Deferred Credits and Other Liabilities       1,913.6        1,641.6      272.0
Preferred Stock of Subsidiary                  135.0          145.0      (10.0)
Shareowners' Investment                      7,758.8        7,194.3      564.5
                                        ---------------------------------------
Total Liabilities and Shareowners' 
  Investment                              $ 24,978.4     $ 23,771.6  $ 1,206.8
                                        ---------------------------------------
Footnote
* Restated for the effect of the change in the method of accounting for
  directory publishing.


Condensed Consolidated Statements of Cash Flows
                                                        (Dollars in Millions)

                                        6 Mos. Ended   6 Mos. Ended 
Unaudited                                    6/30/97        6/30/96   % Change

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                $  1,014.5     $  1,070.5   $  (56.0)
Adjustments to reconcile net income to   
 net cash provided by operating activities:
   Depreciation and amortization             1,356.4        1,267.7       88.7
   Cumulative effect of change in 
    accounting principle, net of tax               -         (142.1)     142.1
   Income from unconsolidated businesses      (106.9)        (165.9)      59.0
   Dividends received from 
    unconsolidated businesses                   65.4           60.9        4.5
   Other items, net                             34.8           35.7       (0.9)
   Changes in certain assets and 
    liabilities, net of effects from
    acquisition/disposition of businesses     (421.5)        (242.6)    (178.9)
                                        ---------------------------------------
Net cash provided by operating activities    1,942.7        1,884.2       58.5
                                        ---------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in short-term investments            62.7          (97.5)     160.2
Additions to plant, property and equipment  (1,324.6)        (972.6)    (352.0)
Proceeds from sale of plant, 
  property and equipment                         0.5            4.4       (3.9)
Investment in notes receivable and 
  preferred stock                              (17.9)          (0.3)     (17.6)
Proceeds from notes receivable                  26.6           68.1      (41.5)
Acquisition of businesses, less cash acquired      -           (2.2)       2.2
Proceeds from Telecom Corp. of New Zealand 
  share repurchase plan                         82.0              -       82.0
Investments in unconsolidated businesses, net (100.6)        (122.4)      21.8
Proceeds from disposition of businesses        271.5              -      271.5
Other, net                                     (52.3)           6.7      (59.0)
                                        ---------------------------------------
Net cash used in investing activities       (1,052.1)      (1,115.8)      63.7
                                        ---------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal repaymcncs of borrowings 
  and capital lease obligations                (45.6)        (137.0)      91.4
Net change in short-term borrowings 
  with original maturities of three 
  months or less                              (117.4)        (230.5)     113.1
Dividends paid                                (639.1)        (621.6)    (17.55)
Purchase of common stock for treasury         (158.6)         (79.1)     (79.5)
Proceeds from sale of treasury stock           107.0           56.8       50.2
Procceds from sale of common stock                 -            1.4       (1.4)
Reduction in preferred stock of subsidiary     (10.0)             -      (10.0)
Net change in outstanding checks drawn 
  on controlled disbursement accounts          (75.5)         (51.5)     (24.0)
                                        ---------------------------------------
Net cash used in financing activities         (939.2)      (1,061.5)     122.3
                                        ---------------------------------------
Decrease in Cash and Cash Equivalents          (48.6)        (293.1)     244.5
Cash and Cash Equivalents, Beginning of Year   152.5          356.8      204.3
                                        ---------------------------------------
Cash and Cash Equivalents, End of Period    $  103.9      $    63.7   $   40.2
                                        ---------------------------------------


Cellular Operations
                                        3 Mos. Ended   3 Mos. Ended 
Unaudited                                    6/30/97        6/30/96   % Change

SELECTED OPERATING DATA
Churn                                           1.6%           1.7%*
Revenue per Subscriber                       $   54         $   60*     (10.0)
Acquisition Cost per Gross Add     (5)       $  230         $  204*      12.7
Cash Expense per Subscriber                  $   30         $   34*     (11.8) 

SELECTED FINANCIAL DATA (Dollars in Millions)
Operating Revenues                 (6)       $714.2         $615.6*      16.0
Less: Cost of Equipment                        84.0           66.8*      25.7
Net Revenues                                  630.2          548.8*      14.8
Operating Income                              176.0          153.4       14.7
Pretax Income                                 167.5          139.7       19.9
Operating Cash Flow                (7)        282.4          236.2       19.6
Operating Cash Flow Margin                       45%            43%*
Capital Expenditures, excluding
   aquisitions                               $260.2         $228.0*      14.1


                                        6 Mos. Ended   6 Mos. Ended 
Unaudited                                    6/30/97        6/30/96   % Change

SELECTED OPERATING DATA
Controlled POPs (000)              (1)       56,830         55,840        1.8
Owned POPs (000)                   (2)       54,944         53,788        2.1
Subscribers (000)                             4,875          3,822       27.6
Penetration                        (3)          8.6%           6.8%
Churn                                           1.7%           1.7%*
Revenue per Subscriber             (4)    $      53      $      58*      (8.6)
Acquisition Cost per Gross Add     (5)    $     222      $     209*       6.2
Cash Expense per Subscriber               $      31      $      34*      (8.8) 

SELECTED FINANCIAL DATA (Dollars in Millions)
Operating Revenues                 (6)    $ 1,371.2      $ 1,155.0*      18.7
Less: Cost of Equipment                       158.9          127.7*      24.4
Net Revenues                                1,212.3        1,027.4*      18.0
Operating Income                              313.9          270.2       16.2
Pretax Income                                 293.9          251.3       17.0
Operating Cash Flow                (7)        516.8          430.7       20.0
Operating Cash Flow Margin                       43%            42%*
Capital Expenditures, excluding
   aquisitions                            $   504.5      $   343.1*      47.0

Footnotes
(1)  Controlled POPs represent the total number of POPs for markets in which
     BANM has operating control.
(2)  Owned POPs represent BANM percentage ownership in all licensed markets.
(3)  Penetration is calculated by dividing subscribers by controlled POPs.
(4)  Revenue per subscriber is calculated using service revenues, incollect
     roaming, outcollect roaming, and equipment revenue. Incollect roaming
     revenues were $57.3 million and $104.6 million for the three and six months
     ended 6/30/97, respectively, and $54.7 million and $96.0 million for the
     three and six months ended 6/30/96, respectively.
(5)  Acquisition costs include commission expense and net margin on sale of 
     equipment.
(6)  Operating Revenues include service revenues, outcollect roaming, and
     equipment revenues.
(7)  Operating Cash Flow equals Operating Income plus depreciation and
     amortization.
 *   Revised from amount previously reported.


Bell Atlantic Wireless Portfolio - Proportionate Data
                                                               (Millions)
                                          Percentage     Owned   Proportionate
Entity               (as of 6/30/97)       Ownership      POPs            POPs

Bell Atlantic NYNEX Mobile                     62.4%      54.9            34.3
PrimeCo Personal Communications                25.0%      57.2            14.3
Grupo Iusacell                                 42.1%      62.5            26.3
Omnitel Pronto Italia                          17.4%      58.0            10.1
EuroTel                                        24.5%      15.6             3.8
Telecom Corp. of New Zealand                   24.9%       3.5             0.9

Total                                                    255.7            89.7

Bell Atlantic had 3.5 million proportionate subscribers from its wireless
investments at 6/30/97, an increase of 40 percent from 6/30/96.

END


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