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                           BELL ATLANTIC CORPORATION
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Notes:


 
Bell Atlantic Employee Broadcast -April 22, 1999 (Ivan Seidenberg, Chairman and
CEO)

Remarks on the Merger
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BEL/GTE represents the next big step in what we will do. You read about Deutsche
Telecom and Telecom Italia and that's a $63 billion deal. BEL/GTE will be $60
billion. What they're creating is what we started about a year ago.   The merger
is probably our most important strategic initiative in 1999. We mailed the proxy
out. We have an annual meeting May 19. GTE's is May 18. We need everyone to get
in the vote, talk this up to your friends, make sure this all works. The more
excitement we generate, the more political support we generate. The more
customers know about this and the better start we get when we get through all
this.  We have a web site you can look into, we'll start advertising in a few
days and you'll see that.  Chuck Lee and I will be hitting the road, talking to
investors to make sure they get the story from us.  On the approval process, we
have approvals in over 20 jurisdictions across the country, we expect DOJ
approval in May. We see no issues there and we feel good about where we stand
with Justice. Then once we get the shareholder vote, we'll focus on the 
remaining regulatory approvals, mostly the FCC, California, Illinois,
Pennsylvania and Virginia. That'll be a scramble, admittedly, but it'll come
together in the fourth quarter. You know how cut-overs work. You work hard,
you're not sure they'll come but they do. Somewhere around the end of the year
we think this will come together and we'll get this merger closed. We'll get a
new name, a new face, get off to a big start in 2000 and have a lot of fun. The
merger is a very important transaction and it's very important to us. It's going
to change our company again, without question.