02.26.1998Corporate

Bell Atlantic Issues $2.4 Billion in Exchangeable Notes




Bell Atlantic Issues $2.4 Billion in Exchangeable Notes


February 26, 1998







Media contacts:

Jim Crosson

212-395-2285


>NEW YORK -- Bell Atlantic (NYSE: BEL) today completed the largest
exchangeable-note offering in history with the sale of $2.455 billion
in 5.75 percent senior notes due April 1, 2003. The company, which
announced late last year its intention to issue the notes in early
1998, will use net proceeds to refinance short-term debt.


Each $1,000 note may be exchangeable into 178.0369 ordinary shares of
Telecom Corporation of New Zealand (TCNZ), representing a 20 percent
conversion premium to the underlying share price on Feb. 12, 1998,
which was New Zealand $7.98.


The notes, which were issued by Bell Atlantic Financial Services,
Inc., a wholly-owned funding subsidiary of Bell Atlantic, and are
entitled to the benefits of a Support Agreement from Bell Atlantic,
were rated "A1" by Moody's Investors Service, and "A+" by both
Standard & Poor's and Duff & Phelps Credit Rating Co.


The notes were offered in private transactions in the United States
under the Securities and Exchange Commission Rule 144A exemption, and
internationally under the SEC's Regulation S exemption. They are
subject to a future resale registration statement to be effective not
later than Sept. 1, 1999.


The notes will be exchangeable by investors beginning Sept. 1, 1999.
Bell Atlantic, which owns 437.1 million shares of TCNZ, or 24.95
percent, has the option to settle in the equivalent amount of cash or
by delivery of the shares. Beginning April 1, 2001, Bell Atlantic
also has the option to redeem the notes at a declining call premium
schedule until maturity.


The note issue was lead-managed by SBC Warburg Dillon Read Inc., a
unit of Swiss Bank Corporation.


Bell Atlantic is at the forefront of the new communications and
information industry. With 40.5 million telephone access lines and
six 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 21 countries.




Bell Atlantic Issues $2.4 Billion in Exchangeable Notes


February 26, 1998







Media contacts:

Jim Crosson

212-395-2285


>NEW YORK -- Bell Atlantic (NYSE: BEL) today completed the largest
exchangeable-note offering in history with the sale of $2.455 billion
in 5.75 percent senior notes due April 1, 2003. The company, which
announced late last year its intention to issue the notes in early
1998, will use net proceeds to refinance short-term debt.


Each $1,000 note may be exchangeable into 178.0369 ordinary shares of
Telecom Corporation of New Zealand (TCNZ), representing a 20 percent
conversion premium to the underlying share price on Feb. 12, 1998,
which was New Zealand $7.98.


The notes, which were issued by Bell Atlantic Financial Services,
Inc., a wholly-owned funding subsidiary of Bell Atlantic, and are
entitled to the benefits of a Support Agreement from Bell Atlantic,
were rated "A1" by Moody's Investors Service, and "A+" by both
Standard & Poor's and Duff & Phelps Credit Rating Co.


The notes were offered in private transactions in the United States
under the Securities and Exchange Commission Rule 144A exemption, and
internationally under the SEC's Regulation S exemption. They are
subject to a future resale registration statement to be effective not
later than Sept. 1, 1999.


The notes will be exchangeable by investors beginning Sept. 1, 1999.
Bell Atlantic, which owns 437.1 million shares of TCNZ, or 24.95
percent, has the option to settle in the equivalent amount of cash or
by delivery of the shares. Beginning April 1, 2001, Bell Atlantic
also has the option to redeem the notes at a declining call premium
schedule until maturity.


The note issue was lead-managed by SBC Warburg Dillon Read Inc., a
unit of Swiss Bank Corporation.


Bell Atlantic is at the forefront of the new communications and
information industry. With 40.5 million telephone access lines and
six 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 21 countries.