Bell Atlantic and GTE Respond to SCC Staff Recommendations on Merger

Bell Atlantic and GTE Respond to
SCC Staff Recommendations on Merger

March 1, 1999

BACKGROUND -- The staff of the Virginia State Corporation
Commission (SCC) has issued a report recommending that the
commission set 11 conditions for approving the proposed merger of Bell
Atlantic and GTE Corp. Following is the companies' response:

We disagree with the staff's proposed conditions, because they do not
comply with Virginia law. They also fail to recognize either the market
forces that are the catalyst for mergers such as ours or the enhanced
customer benefits that will naturally result.

We've already announced one of the benefits. Just last month, Bell
Atlantic and GTE said that, once the merger is completed, we would
implement plans to expand local calling areas, so that more than one
million Virginians can share in significant savings.

The merger of Bell Atlantic and GTE will also benefit Virginians by
creating a stronger competitor in an evolving market, that includes the
likes of MCI and AT&T. Ironically, the State Corporation Commission
recently approved mergers involving MCI and WorldCom and AT&T and
Teleport - all without conditions. In light of these actions, we are troubled
that the commission staff would propose conditions on our merger that are
out of line with past SCC rulings, as well as with marketplace realities.

There is one exception to our opposition to the staff's recommendation.
We do not disagree with the first condition, involving optional local
calling for GTE customers across regional calling area boundaries. In fact,
we filed a plan today to address that condition.