Bell Atlantic To Issue Exchangeable Notes

Bell Atlantic To Issue Exchangeable Notes

August 3, 1998

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 percent 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 from 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.