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May 29, 1996


Bell Atlantic Will Propose an "Overlay" Plan to the
Public Utility Commission

Philadelphia, PA -- Like grains of sand or stars in the
sky, most
people feel there's no end to the supply of telephone numbers. Not

"The truth is, the reserve of telephone numbers in southeastern
Pennsylvania is being depleted much faster than anticipated when the
610 area code was introduced in 1994," said Bill Harral, president and
CEO of Bell Atlantic-Pennsylvania. Bell Atlantic estimates that the
610 and 215 area codes will run out of available phone numbers by the
end of 1999.

The shortage is triggered by the explosive popularity of cellular
telephones, multiple residential phone lines, pagers, fax machines,
computer modems and the Internet. Further demand for numbers results
from the entrance of new companies seeking to provide local telephone
service in the Philadelphia area.

A total of 990,000 telephone numbers were assigned in 610 and 215 in
1995. As of mid-May, 1,370,000 numbers have been requested for
activation this year, already surpassing the total for the previous
year. "We have to act now," Harral said.

How do you come up with new phone numbers?

Bell Atlantic will propose an "overlay" plan to the
Public Utility Commission (PUC). With an overlay, two new area codes
would be added - one each within the same geographic boundaries as
the 215 and 610 area codes. Existing phone numbers would keep the
"215 or 610" area code. When the supply of seven-digit
numbers in
those areas runs out, new phone numbers would be issued with the new
area code followed by the seven-digit number.

The overlay does involve one dialing change. "Once it's introduced,
all callers will have to dial the full ten-digit telephone number
(three-digit area code plus the seven-digit number) for all calls,"
said Harral. "Because we need so many new phone numbers, ten-digit
dialing 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. "As customers know from the introduction of the 610 area
code, rates will not change. A local call will remain a local call,
even if it's made to or from the new overlay area code."

Harral noted that a less desirable alternative would be to split both
the 215 and 610 areas, assigning new area codes to the split-off
portions. Businesses in the new area codes 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.

"Hundreds of thousands of customers would have to change their
telephone numbers," he said.

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

"After studying all the issues, we believe the overlay is the most
practical and the least disruptive approach to meeting our customers'
needs. An overlay provides additional phone numbers without splitting
municipalities and forcing customers to change their telephone
numbers. Clearly, it's in the best interests of all customers," said

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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