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RNS No 1677m
BELL ATLANTIC CORP
3rd August 1998


BELL ATLANTIC TO ISSUE EXCHANGEABLE NOTES

NEW YORK - Bell Atlantic Corp. (NYSE:BEL) announced today that it plans to issue
in excess of $3 billion in notes exchangeable into ordinary shares of Cable &
Wireless Communications plc (CWC).  If investors elect to exchange the notes,
Bell Atlantic will have the option to settle in cash or by delivery of shares.
The notes will have a medium-term maturity, with the exchange price established
at a premium to the CWC share price at the time of the offering.  Bell Atlantic
currently owns 18.5 per cent of CWC, or approximately 278 million shares.

"This issue will help realize some of the substantial value that has been
created by our investment in local communications facilities in the United
Kingdom, starting with NYNEX CableComms in 1990 and now with CWC," said
Frederic V. Salerno, Bell Atlantic's senior executive vice president and Chief
Financial Officer.  "We have benefited from our relationship with CWC and, as a
continuing shareholder, we remain confident in CWC and its excellent management
team.  We intend to use the proceeds for purposes that include ongoing business
opportunities and the reduction of short-term debt."

Bell Atlantic will coordinate its activities with CWC management.  The timing of
the issue may be subject to market conditions.

The securities will not be registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption for registration requirements.  This press release
does not constitute an offer for sale of the securities.  No application for
listing of the securities will be made in the United Kingdom, and the securities
may not be offered or sold in the United Kingdom except in circumstances which
do not constitute an offer to the public within the meeting of the UK Public
Offers of Securities Regulations 1995 and otherwise in compliance with the UK
Financial Services Act 1986.

In connection with the issue, the managers of the offering may over-allot or
effect transactions which stabilize the market price of the notes and/or the CWC
ordinary shares at levels which might otherwise not prevail.  Such
stabilization, if commenced, may be discontinued at any time.

Bell Atlantic - formed through the merger of Bell Atlantic and NYNEX - is at the
forefront of the new communications and information industry. With more than
41 million telephone access lines and more than 7 million wireless customers
worldwide, Bell Atlantic companies are premier providers of advanced wireline
voice and data services, market leaders in wireless services and the world's
largest publishers of directory information. Bell Atlantic companies are also
among the world's largest investors in high-growth global communications
markets, with operations and investments in 23 countries.

INTERNET USERS: Bell Atlantic news releases, executive speeches, news media
contracts and other useful information are available at Bell Atlantic's News
Center on the World Wide Web (http:/www.ba.com). To receive news releases by
email, visit the News Center and register for personalized automatic delivery of
Bell Atlantic news releases.


END

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