Bell Atlantic Agrees to Proposal for Restructuring of Cable & Wireless Communications

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Bell Atlantic Agrees to Proposal for
Restructuring of
Cable & Wireless Communications

Company to Receive Shares in NTL and Cable & Wireless plc

July 27, 1999


David Frail,

NEW YORK -- The board of directors of Bell Atlantic (NYSE:BEL)
today approved an agreement with Cable & Wireless plc, NTL Inc. and
Cable & Wireless Communications plc for the proposed restructuring of
Cable & Wireless Communications (CWC), the integrated
communications company based in the United Kingdom. Completion of
the restructuring is subject to a number of conditions.

Under the terms of the agreement, CWC's consumer cable telephone,
television and Internet operations would be separated from its corporate,
business, IP (Internet protocol) and wholesale operations. The consumer
operations would be acquired by NTL and the remainder by Cable &
Wireless plc.

In exchange for its 18.6 percent interest in Cable & Wireless
Communications, Bell Atlantic would receive shares in the two acquiring
companies, representing approximately 11.2 percent of NTL and
approximately 4.7 percent of Cable & Wireless plc. Based on NTL and
Cable & Wireless plc share prices at the close of trading on July 23, the
consideration to be received by Bell Atlantic would be worth
approximately $3.4 billion.

Frederic V. Salerno, Bell Atlantic senior executive vice president and
CFO, said, "This is an opportunity for CWC to gain scale and scope
on both the consumer and business sides of the company. We believe that
CWC's assets will be able to generate greater value as part of NTL and
Cable & Wireless than if CWC is left intact."

In August 1998, Bell Atlantic issued $3.18 billion in notes exchangeable
for shares in CWC. Upon completion of the restructuring, the notes will
be exchangeable on and after July 1, 2002 for shares in NTL and Cable &
Wireless plc.

Bell Atlantic is at the forefront of the new communications and
information industry. With more than 43 million telephone access lines
and nearly 10 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.

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