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May 10, 1996


Bell Atlantic Proposes an "Overlay" Plan
to the Public Utility Commission

Pittsburgh, Pa. --Like grains of sand or stars in the
sky, most people
feel there's no end to the supply of telephone numbers.

Not so.

"The truth is, the reserve of telephone numbers in the 412 area code
is diminishing at an astonishing rate," said Bill Harral, president of
Bell Atlantic-Pennsylvania. He estimates that the 412 area code will
run out of available phone numbers in June, 1997.

The shortage is triggered by the explosive popularity of cellular
telephones, multiple residential phone lines, pagers, fax machines and
modems. Further demand for numbers results from the entrance of new
companies seeking to provide local service in the Pittsburgh area.
Harral noted that prior to 1995 Bell Atlantic assigned about 140,000
new phone numbers a year in the 412 area. In 1995, that number
climbed to 820,000.

"We have to act now," said Harral.

How do you come up with new phone numbers?

Bell Atlantic has proposed to the Pennsylvania Public Utility
Commission a plan called an "overlay." With an overlay, a new
code would be added within the same geographic boundaries as those of
the 412 area code. Existing phone numbers in the 412 area would begin
with "412" followed by seven digits, while new phones in the
same area
would have the new area code followed by the seven-digit number.

"The advantage of the overlay is that it doesn't slice
in half, and it doesn't force anyone to change his or her phone
number," said Harral.

The overlay does come with one necessary dialing change. Once it's
introduced, all callers will need to dial the full ten-digit telephone
number (three-digit area code plus the seven-digit number) for all
calls -- an eventuality which is unavoidable in Pennsylvania, said
Harral. "Because we need so many new phone numbers, ten-digit
is becoming a way of life in this country. By implementing an
overlay, we will put Pennsylvania in the forefront in meeting the
demand for phone numbers."

Will a new area code change toll rates? "Absolutely not," said
Harral. "A local call will remain a local call, even if it's in the
new overlay area code."

Harral noted that a less desirable alternative is to split the 412
area, assigning a new area code to the split-off portion. The
downside of the "geographic split"" is that "communities
are divided
and more than a million customers would be forced to change their
telephone numbers," said Harral. Businesses in the new area code
would have to change numbers on stationery, business cards, catalogs,
promotional material and company vehicles. Businesses and other
customers throughout the old and new area codes would incur expenses
to reprogram equipment such as cellular phones and burglar alarms.

Further, while businesses assigned to the new area code would bear the
hardship of changing their telephone numbers, their competitors
remaining in the current area code would not.

Another disadvantage of the geographic split is that business and
residence customers dialing between the old and new area codes would
have to dial eleven digits (one plus the area code plus the
seven-digit number).

"After studying all the issues, we believe the overlay is the most
practical and the least disruptive approach to meeting the growing
need for phone numbers. Clearly, it's in the best interests of all
customers," said Harral.

Bell Atlantic Corporation (NYSE: BEL) is at the forefront of the new
communications, entertainment and information industry. In the
mid-Atlantic region, the company is the premier provider of local
telecommunications and advanced services. Globally, it is one of the
largest investors in the high-growth wireless communication
marketplace. Bell Atlantic also owns a substantial interest in
Telecom Corporation of New Zealand and is actively developing
high-growth national and international business opportunities in all
phases of the industry.


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