As filed with the Securities and Exchange Commission on 
January 24, 1996                     REGISTRATION NO. 33-         
================================================================== 
                                                                  
                                      
              SECURITIES AND EXCHANGE COMMISSION  
                   WASHINGTON, DC  20549
                   ______________________

                          FORM S-8
                    REGISTRATION STATEMENT
                            Under
                  THE SECURITIES ACT OF 1933
                    _______________________
             
                  Bell Atlantic Corporation
       (Exact name of registrant as specified in its charter)

         Delaware                  4811                 23-2259884
(State or other jurisdiction  (Primary Standard        (I.R.S. Employer
of incorporation or        Industrial Classification    Identification
Number)                         organization)             Code Number)

                    ______________________
       
                       1717 Arch Street
                Philadelphia, Pennsylvania 19103
                        (215) 963-6000

(Address, including zip code, and telephone number, including area 
 code, of registrant's principal executive offices)

             Bell Atlantic 1985 Incentive Stock Option Plan

                 Ellen C. Wolf, Vice President-Treasurer
                      Bell Atlantic Corporation
                     1717 Arch Street, 47th Floor
                   Philadelphia, Pennsylvania 19103
                        (215) 963-6800

(Name, address, including zip code, and telephone number, including
area code, of agent for service)
                     _______________________

               Please send copies of all communications to:
                          P. Alan Bulliner
             Vice President, Corporate Secretary and Counsel
                      Bell Atlantic Corporation
                     1717 Arch Street, 32nd Floor
                   Philadelphia, Pennsylvania 19103

================================================================================
 
                                              Proposed     Proposed  
                                   Amount     maximum     aggregate   Amount of
Title of each class of securities  to be   offering price  maximum  registration
   to be registered              registered   per unit  offering price    fee
--------------------------------------------------------------------------------

Common Stock, par value          6,000,000     $68.25  $409,500,000*    $141,207
$1.00 per share                   shares               
================================================================================
     
* Estimated solely for the purpose of determining the registration fee, required
  by Section 6(b) of the Securities Act of 1933, as amended (the "Securities
  Act"), and calculated pursuant to Rule 457(h) under the Securities Act.  
                        _______________________
                                                                  
                                                                  
<PAGE>                         
                                                                  
                                                                  
                         
                            PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

In accordance with General Instruction E of Form S-8, the contents
of the Company's earlier Registration Statement on Form S-8
Registration No. 2-97821 are incorporated herein by reference and
the following information is also provided.


ITEM 5.  INDEPENDENT ACCOUNTANTS AND COUNSEL.

The consolidated financial statements and financial statement
schedule of Bell Atlantic Corporation and subsidiaries included in
Bell Atlantic's 1994 Annual Report on Form 10-K have been audited
by Coopers & Lybrand L.L.P., independent accountants, whose report
is incorporated herein by reference.  These financial statements
and financial statement schedule are incorporated herein in
reliance upon the report, which includes an explanatory paragraph
stating that the Company discontinued accounting for the operations
of its telephone subsidiaries in accordance with Statement of
Financial Accounting Standards No. 71,  Accounting for the Effects
of Certain Types of Regulation,  effective August 1, 1994, and
changed its method of accounting for income taxes and
postemployment benefits in 1993, of Coopers & Lybrand L.L.P. given
upon their authority as experts in accounting and auditing.

      Ms. Kathleen M. Gibson, Securities Counsel of the Company has
passed upon the legality of the securities being offered pursuant
to the Plan.  As of January 1, 1996, Ms. Gibson owned beneficially
and had options to acquire 7,752 shares of Common Stock of Bell
Atlantic.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the Delaware General Corporation Law provides
for the indemnification of directors and officers under certain
circumstances.  Generally such persons must have acted in good
faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any
criminal action or proceeding, such person must also have had no
reasonable cause to believe his conduct was unlawful.  In any
proceeding by or in the right of the corporation, no such
indemnification may be made if such person shall have been adjudged
to have been liable to the corporation, unless, and only to the
extent, the court in which the proceeding was brought, or the
Delaware Court of Chancery, orders such indemnification.  When the
director or officer successfully defends any such civil or criminal
proceeding, indemnification is required.  The Company's By-Laws
provide for indemnification of officers and directors in accordance
with the Delaware General Corporation Law.

     The Certificate of Incorporation of the Company also limits the
personal liability of directors to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as
a director to the fullest extent permitted by the Delaware General
Corporation Law.


ITEM 8.  EXHIBITS

     Exhibits identified in parentheses below, on file with the SEC,
are incorporated herein by reference as exhibits hereto.


EXHIBIT
NUMBER
-------

   5    Opinion of Counsel as to the legality of the securities   
        registered.

  23a   Consent of Coopers & Lybrand L.L.P.

  23b   Consent of Counsel is contained in the opinion of counsel 
        filed as Exhibit 5.

  24    Powers of Attorney.





ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions referred to in Item 15 (other than the insurance
policies referred to therein), or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted against the registrant by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.








<PAGE>
                           SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT
IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY
CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT THERETO TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED,
IN THE CITY OF PHILADELPHIA, COMMONWEALTH OF PENNSYLVANIA, ON THE
22nd DAY OF JANUARY, 1996.

                                   BELL ATLANTIC CORPORATION


                                   By:




                                   /s/ William O. Albertini
                                      (William O. Albertini,
                                      Executive Vice President and 
                                      Chief Financial Officer)



PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW
BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE
INDICATED.

                                             )
PRINCIPAL EXECUTIVE OFFICER:                 )
     Raymond W. Smith,  Chairman and Chief   )
                    Executive Officer        )
                                             )
                                             )
                                             )
PRINCIPAL FINANCIAL OFFICER:                 )
     William O. Albertini, Executive Vice President    )
                    and Chief Financial      )
                    Officer                  )
                                             )
                                             )
PRINCIPAL ACCOUNTING OFFICER:                )
     Doreen A. Toben,   
               Vice President -Finance       )
               and Controller                )
                                             )
                                              By:
DIRECTORS:                                   )
                                             )
     William W. Adams                        )
     William O. Albertini                    )
     Larry T. Babbio, Jr.                    )
     Thomas E. Bolger                        )  (William O. Albertini, 
     Frank C. Carlucci                       )   individually and as 
     William G. Copeland                     )   attorney-in-fact)
     James G. Cullen                         )
     James H. Gilliam, Jr.                   )
     Thomas H. Kean                          )
     John C. Marous, Jr.                     )  /s/ William O. Albertini
     John F. Maypole                         )
     Joseph Neubauer                         )
     Thomas H. O'Brien                       )
     Rozanne L. Ridgway                      )
     Raymond W. Smith                        )
     Shirley Young                           )
                                             )



     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE TRUSTEE (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT
PLAN), HAVE DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF PHILADELPHIA ON THE 22nd OF JANUARY, 1996.



                                         By:  /s/ Graham Ragland
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11918}]
{"company-data": {"conformed-name": "BELL ATLANTIC CORP", "cik": "0000732712", "assigned-sic": "4813", "irs-number": "232259884", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00409", "film-number": "96506722"}, "business-address": {"street1": "1717 ARCH ST 47W", "city": "PHILADELPHIA", "state": "PA", "zip": "19103", "phone": "2159636000"}, "mail-address": {"street2": "1717 ARCH ST 47TH FL", "city": "PHILADELPHIA", "state": "PA", "zip": "19103"}}
As filed with the Securities and Exchange Commission on 
January 24, 1996                     REGISTRATION NO. 33-         
================================================================== 
                                                                  
                                      
              SECURITIES AND EXCHANGE COMMISSION  
                   WASHINGTON, DC  20549
                   ______________________

                          FORM S-8
                    REGISTRATION STATEMENT
                            Under
                  THE SECURITIES ACT OF 1933
                    _______________________
             
                  Bell Atlantic Corporation
       (Exact name of registrant as specified in its charter)

         Delaware                  4811                 23-2259884
(State or other jurisdiction  (Primary Standard        (I.R.S. Employer
of incorporation or        Industrial Classification    Identification
Number)                         organization)             Code Number)

                    ______________________
       
                       1717 Arch Street
                Philadelphia, Pennsylvania 19103
                        (215) 963-6000

(Address, including zip code, and telephone number, including area 
 code, of registrant's principal executive offices)

             Bell Atlantic 1985 Incentive Stock Option Plan

                 Ellen C. Wolf, Vice President-Treasurer
                      Bell Atlantic Corporation
                     1717 Arch Street, 47th Floor
                   Philadelphia, Pennsylvania 19103
                        (215) 963-6800

(Name, address, including zip code, and telephone number, including
area code, of agent for service)
                     _______________________

               Please send copies of all communications to:
                          P. Alan Bulliner
             Vice President, Corporate Secretary and Counsel
                      Bell Atlantic Corporation
                     1717 Arch Street, 32nd Floor
                   Philadelphia, Pennsylvania 19103

================================================================================
 
                                              Proposed     Proposed  
                                   Amount     maximum     aggregate   Amount of
Title of each class of securities  to be   offering price  maximum  registration
   to be registered              registered   per unit  offering price    fee
--------------------------------------------------------------------------------

Common Stock, par value          6,000,000     $68.25  $409,500,000*    $141,207
$1.00 per share                   shares               
================================================================================
     
* Estimated solely for the purpose of determining the registration fee, required
  by Section 6(b) of the Securities Act of 1933, as amended (the "Securities
  Act"), and calculated pursuant to Rule 457(h) under the Securities Act.  
                        _______________________
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

In accordance with General Instruction E of Form S-8, the contents
of the Company's earlier Registration Statement on Form S-8
Registration No. 2-97821 are incorporated herein by reference and
the following information is also provided.

ITEM 5.  INDEPENDENT ACCOUNTANTS AND COUNSEL.

The consolidated financial statements and financial statement
schedule of Bell Atlantic Corporation and subsidiaries included in
Bell Atlantic's 1994 Annual Report on Form 10-K have been audited
by Coopers & Lybrand L.L.P., independent accountants, whose report
is incorporated herein by reference.  These financial statements
and financial statement schedule are incorporated herein in
reliance upon the report, which includes an explanatory paragraph
stating that the Company discontinued accounting for the operations
of its telephone subsidiaries in accordance with Statement of
Financial Accounting Standards No. 71,  Accounting for the Effects
of Certain Types of Regulation,  effective August 1, 1994, and
changed its method of accounting for income taxes and
postemployment benefits in 1993, of Coopers & Lybrand L.L.P. given
upon their authority as experts in accounting and auditing.

      Ms. Kathleen M. Gibson, Securities Counsel of the Company has
passed upon the legality of the securities being offered pursuant
to the Plan.  As of January 1, 1996, Ms. Gibson owned beneficially
and had options to acquire 7,752 shares of Common Stock of Bell
Atlantic.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the Delaware General Corporation Law provides
for the indemnification of directors and officers under certain
circumstances.  Generally such persons must have acted in good
faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any
criminal action or proceeding, such person must also have had no
reasonable cause to believe his conduct was unlawful.  In any
proceeding by or in the right of the corporation, no such
indemnification may be made if such person shall have been adjudged
to have been liable to the corporation, unless, and only to the
extent, the court in which the proceeding was brought, or the
Delaware Court of Chancery, orders such indemnification.  When the
director or officer successfully defends any such civil or criminal
proceeding, indemnification is required.  The Company's By-Laws
provide for indemnification of officers and directors in accordance
with the Delaware General Corporation Law.

     The Certificate of Incorporation of the Company also limits the
personal liability of directors to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as
a director to the fullest extent permitted by the Delaware General
Corporation Law.

ITEM 8.  EXHIBITS

     Exhibits identified in parentheses below, on file with the SEC,
are incorporated herein by reference as exhibits hereto.

EXHIBIT
NUMBER
-------

   5    Opinion of Counsel as to the legality of the securities   
        registered.

  23a   Consent of Coopers & Lybrand L.L.P.

  23b   Consent of Counsel is contained in the opinion of counsel 
        filed as Exhibit 5.

  24    Powers of Attorney.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions referred to in Item 15 (other than the insurance
policies referred to therein), or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted against the registrant by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT
IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY
CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT THERETO TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED,
IN THE CITY OF PHILADELPHIA, COMMONWEALTH OF PENNSYLVANIA, ON THE
22nd DAY OF JANUARY, 1996.

                                   BELL ATLANTIC CORPORATION

                                   By:

                                   /s/ William O. Albertini
                                      (William O. Albertini,
                                      Executive Vice President and 
                                      Chief Financial Officer)

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW
BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE
INDICATED.

                                             )
PRINCIPAL EXECUTIVE OFFICER:                 )
     Raymond W. Smith,  Chairman and Chief   )
                    Executive Officer        )
                                             )
                                             )
                                             )
PRINCIPAL FINANCIAL OFFICER:                 )
     William O. Albertini, Executive Vice President    )
                    and Chief Financial      )
                    Officer                  )
                                             )
                                             )
PRINCIPAL ACCOUNTING OFFICER:                )
     Doreen A. Toben,   
               Vice President -Finance       )
               and Controller                )
                                             )
                                              By:
DIRECTORS:                                   )
                                             )
     William W. Adams                        )
     William O. Albertini                    )
     Larry T. Babbio, Jr.                    )
     Thomas E. Bolger                        )  (William O. Albertini, 
     Frank C. Carlucci                       )   individually and as 
     William G. Copeland                     )   attorney-in-fact)
     James G. Cullen                         )
     James H. Gilliam, Jr.                   )
     Thomas H. Kean                          )
     John C. Marous, Jr.                     )  /s/ William O. Albertini
     John F. Maypole                         )
     Joseph Neubauer                         )
     Thomas H. O'Brien                       )
     Rozanne L. Ridgway                      )
     Raymond W. Smith                        )
     Shirley Young                           )
                                             )

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE TRUSTEE (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT
PLAN), HAVE DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF PHILADELPHIA ON THE 22nd OF JANUARY, 1996.

                                         By:  /s/ Graham Ragland