Bell Atlantic Plans to Issue Exchangeable Notes

Bell Atlantic Plans to Issue Exchangeable Notes

December 22, 1997

Media contacts:

James Crosson


NEW YORK -- Bell Atlantic (NYSE:BEL) announced today that it plans to

issue approximately $2.6 billion in exchangeable notes for general

corporate purposes. The notes will have a medium-term maturity of five

to seven years and will be exchangeable into shares of Telecom

Corporation of New Zealand (TCNZ), with the exchange price established

at a premium to the TCNZ share price at the time of the offering.

The notes will be non-callable for a period of at least three years,

and will not be exchangeable by investors for an initial period of 18

months. Upon exchange by investors, Bell Atlantic will retain the

option to settle in cash or by delivery of shares.

Proceeds from the offering will be used to enhance Bell Atlantic's

balance sheet as the company pursues growth opportunities in its

regional landline, global wireless and international businesses.

Bell Atlantic owns 24.95 percent of TCNZ, or about 437.2 million

ordinary shares. It is anticipated that the amount of debt issued

will be supported by these current shareholdings.

The timetable for the issue may be subject to market activities and

approvals of parties other than Bell Atlantic. Bell Atlantic will

coordinate its activities with TCNZ management.

Bell Atlantic has not yet determined whether to register the notes

under the Securities Act of 1933. The notes may not be offered or

sold in the United States without registration or an applicable


The new Bell Atlantic - formed through the merger of Bell Atlantic and

NYNEX - is at the forefront of the new communications, information and

entertainment industry. With 40 million telephone access lines and

5.8 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.