Original Electronically Transmitted to the Securities and Exchange
Commission on October 29, 1998

                                                      Registration No. 333-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                     
                                     
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                                     
                                     
                         BELL ATLANTIC CORPORATION
            (Exact name of issuer as specified in its charter)

          Delaware                                 23-2259884
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

                        1095 Avenue of the Americas
                            New York, NY  10036
                              (212) 395-2121
                 (Address of principal executive offices)
                                     
              BELL ATLANTIC 1985 INCENTIVE STOCK OPTION PLAN

                         (Full title of the plan)
                                     
                               Ellen C. Wolf
                         Vice President-Treasurer
                         Bell Atlantic Corporation
                        1095 Avenue of the Americas
                            New York, NY  10036
                  (Name and address of agent for service)

                              (212) 395-2121
       (Telephone number, including area code, of agent for service)
                                     
                                 Copy to:
                          P. Alan Bulliner, Esq.
             Associate General Counsel and Corporate Secretary
                         Bell Atlantic Corporation
                        1095 Avenue of the Americas
                            New York, NY 10036
                              (212) 395-2121
                                     

                      CALCULATION OF REGISTRATION FEE

  Title of      Amount to be     Proposed       Proposed       Amount of
securities to    registered      maximum        maximum      registration
be registered       (1)          offering      aggregate        fee(3)
     (1)                        price per       offering
                                  share        price (2)
Common Stock,    25,000,000   $50.4063    $1,260,157,500.00    $350,323.79
  par value                               
  $.10 per
    share
      

______________

(1)This registration statement also relates to an indeterminate number of
   shares of Common Stock that may be issued upon stock splits, stock
   dividends or similar transactions in accordance with Rule 416.
(2)Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose
   of calculating the registration fee, based upon the average of the
   reported high and low sales price for a share of Common Stock on
   October 22, 1998, as reported on the New York Stock Exchange.
(3)Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
   follows:  proposed maximum offering price multiplied by .000278.


   


<PAGE>

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, as filed by the Registrant with the
Securities and Exchange Commission (File No. 1-8606), are incorporated by
reference in this Registration Statement and made a part hereof:

     (a) The Registrant's Annual Reports on Form 10-K and Form 10-K/A for
     the fiscal year ended December 31, 1997.

     (b) The Registrant's Quarterly Reports on Form 10-Q and Form 10-Q/A
     for the quarter ended March 31, 1998 and Form 10-Q for the quarter
     ended June 30, 1998.

     (c) The Registrant's Current Reports on Form 8-K dated January 21,
     1998, March 13, 1998, April 23, 1998, May 1, 1998, July 23, 1998, July
     27, 1998, August 3, 1998, October 13, 1998, October 21, 1998 and
     October 28, 1998.

     (d) The description of the Registrant's Common Stock contained in the
     registration statement on Form 10 filed under Section 12 of the
     Securities Exchange Act, and any amendments or reports filed for the
     purpose of updating that description.


     All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained or
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.

     Copies of the above documents (excluding exhibits) may be obtained
without charge upon written request directed to Investor Relations, Bell
Atlantic Corporation, 1095 Avenue of the Americas, 36th Floor, New York, NY
10036.

Experts

     The consolidated balance sheets as of December 31, 1997 and 1996 and
the consolidated statements of income, changes in shareowners' investment,
cash flows and financial statement schedule for each of the three years in
the period ended December 31, 1997, incorporated by reference, have been
incorporated herein in reliance on the report, which includes an
explanatory paragraph stating that Bell Atlantic Corporation changed its
method of accounting for directory publishing revenues and expenses in 1996
and 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" during
the second quarter of 1995, of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in accounting
and auditing.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The legality of the shares of Bell Atlantic Corporation Common Stock
to be issued in connection with the Registration Statement will be passed
upon by P. Alan Bulliner, Esq., Associate General Counsel and Corporate
Secretary of Bell Atlantic Corporation.  As of September 30, 1998, Mr.
Bulliner owned beneficially 24,350 shares of Common Stock of Bell Atlantic
and 121,530 options to purchase shares of the Common Stock of Bell
Atlantic.  As of such date, he also had approximately 57 shares credited to
his account under the Bell Atlantic Employee Stock Ownership Plan, and had
approximately 3,871 shares credited to his account under the Bell Atlantic
Savings Plan for Salaried Employees.

Item 6. Indemnification of Directors and Officers.

        Section 145 of the Delaware General Corporation Law ("DGCL")
permits a corporation to indemnify any of its directors or officers who was
or is a party or is threatened to be made a party to any third party
proceeding by reason of the fact that such person is or was a director or
officer of the corporation, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action or proceeding, if
such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reason to
believe that such person's conduct was unlawful. In a derivative action,
i.e., one by or in the right of the corporation, the corporation is
permitted to indemnify directors and officers against expenses (including
attorney's fees) actually and reasonably incurred by them in connection
with the defense or settlement of an action or suit if they acted in good
faith and in a manner that they reasonably believed to be in or not opposed
to the best interests of the corporation,

<PAGE>

except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the
court in which the action or suit was brought shall determine upon
application that the defendant directors or officers are fairly and
reasonably entitled to indemnity for such expenses despite such 
adjudication of liability.

     Article 7 of the Bell Atlantic Corporation ("Bell Atlantic")
Certificate of Incorporation makes mandatory the indemnification expressly
authorized under the DGCL, except that the Certificate of Incorporation
only provides for indemnification in derivative actions, suits or
proceedings by a director or officer if the initiation of such action, suit
or proceeding was authorized by the Board of Directors.

     Pursuant to Section 7.8 of the Amended and Restated Agreement and Plan
of Merger dated as of April 21, 1996 by and between NYNEX Corporation
("NYNEX") and Bell Atlantic, Bell Atlantic has agreed for a period of six
years following the Effective Time to (a) cause NYNEX to maintain in effect
the provisions regarding indemnification of officers and directors
contained in the NYNEX Certificate of Incorporation and Bylaws and the
certificates of incorporation and bylaws of each of its subsidiaries or in
director, officer or employee indemnification agreements of NYNEX and its
subsidiaries, (b) maintain in effect and cause NYNEX to maintain in effect
current policies of directors' and officers' liability insurance and
fiduciary liability insurance with respect to claims arising prior to the
Effective Time, and (c) indemnify, and cause NYNEX to indemnify, the
directors and officers of Bell Atlantic and NYNEX, respectively, to the
fullest extent permitted under their respective certificates of
incorporation and bylaws and applicable law. In addition, Bell Atlantic has
agreed to unconditionally and irrevocably guarantee for the benefit of such
directors, officers and employees the obligations of NYNEX under its
indemnification arrangements.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The following is a list of exhibits filed as part of this Registration
Statement.



Exhibit
Number                        Exhibit (1)

5              Opinion of P. Alan Bulliner, Esq., Associate General Counsel
               and Corporate Secretary of Bell Atlantic.
23.1           Consent of PricewaterhouseCoopers LLP.
23.2           Consent of P. Alan Bulliner (Included in Exhibit 5).
24             Powers of Attorney.



Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933 (the "Act");
     
                    (ii) To reflect in the prospectus any facts or events
     arising after the effective date of the Registration Statement (or the
     most recent post-effective amendment thereof) which, individually or
     in the aggregate, represent a fundamental change in the information
     set forth in the Registration Statement; and
     
                    (iii) To include any material information with respect
     to the plan of distribution not previously disclosed in the
     Registration Statement or any material change to such information in
     the Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.

          (2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment 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.

          (3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.

     (b)   The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this 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.

<PAGE>

     (c)   Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 Act 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 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 Act and will be governed by the final
adjudication of such issue.


<PAGE>

                                SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York on
October 29, 1998.




                              BELL ATLANTIC CORPORATION



                              By:  /s/ Mel Meskin

                                   Mel Meskin
                                   Vice President - Comptroller

     

<PAGE>
     
     Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.



     Signature                Title                              Date


                    *         Director, President and Chief    October 29, 1998
Lawrence T. Babbio, Jr.       Executive Officer - Network
                              Group



                    *         Director                         October 29, 1998
Richard L. Carrion



                    *         Director, President and Chief    October 29, 1998
James G. Cullen               Executive Officer-Telecom Group



                    *         Director                         October 29, 1998
Lodewijk J.R. de Vink



                    *         Director                         October 29, 1998
James H. Gilliam, Jr.



                    *         Director                         October 29, 1998
Stanley P. Goldstein



                    *         Director                         October 29, 1998
Helene L. Kaplan



                    *         Director                         October 29, 1998
Thomas H. Kean



                    *         Director                         October 29, 1998
Elizabeth T. Kennan



                    *         Director                         October 29, 1998
John F. Maypole



/s/ Mel Meskin                Vice President-Comptroller       October 29, 1998
Mel Meskin                    (controller)



                    *         Director                         October 29, 1998
Joseph Neubauer



                    *         Director                         October 29, 1998
Thomas H. O'Brien



                    _         Director
Eckhard Pfeiffer



                    *         Director                         October 29, 1998
Hugh B. Price


<PAGE>
     Signature                Title                              Date



                    *         Director                         October 29, 1998
Rozanne L. Ridgway



                    *         Director and Senior Executive    October 29, 1998
Frederic V. Salerno           Vice President and Chief
                              Financial Officer/Strategy and
                              Business Development (principal
                              financial officer)



                    *         Director, Vice Chairman,         October 29, 1998
Ivan G. Seidenberg            President and Chief Executive
                              Officer (principal executive officer)



                    *         Director                         October 29, 1998
Walter V. Shipley



                    *         Director and Chairman            October 29, 1998
Raymond W. Smith              of the Board




                    *         Director                         October 29, 1998
John R. Stafford



                    *         Director, Executive Vice         October 29, 1998
Morrison DeS. Webb            President-External Affairs and
                              Corporate Communications



                    *         Director                         October 29, 1998
Shirley Young





*By: /s/ Mel Meskin
     Mel Meskin
     Attorney-in-fact




<PAGE>
                               Exhibit Index


5    Opinion of P. Alan Bulliner, Esq., Associate General Counsel and
     Corporate Secretary of Bell Atlantic Corporation.

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of P. Alan Bulliner (Included in Exhibit 5).

24   Powers of Attorney.
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Original Electronically Transmitted to the Securities and Exchange
Commission on October 29, 1998

                                                      Registration No. 333-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                     
                                     
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                                     
                                     
                         BELL ATLANTIC CORPORATION
            (Exact name of issuer as specified in its charter)

          Delaware                                 23-2259884
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

                        1095 Avenue of the Americas
                            New York, NY  10036
                              (212) 395-2121
                 (Address of principal executive offices)
                                     
              BELL ATLANTIC 1985 INCENTIVE STOCK OPTION PLAN

                         (Full title of the plan)
                                     
                               Ellen C. Wolf
                         Vice President-Treasurer
                         Bell Atlantic Corporation
                        1095 Avenue of the Americas
                            New York, NY  10036
                  (Name and address of agent for service)

                              (212) 395-2121
       (Telephone number, including area code, of agent for service)
                                     
                                 Copy to:
                          P. Alan Bulliner, Esq.
             Associate General Counsel and Corporate Secretary
                         Bell Atlantic Corporation
                        1095 Avenue of the Americas
                            New York, NY 10036
                              (212) 395-2121
                                     

                      CALCULATION OF REGISTRATION FEE

  Title of      Amount to be     Proposed       Proposed       Amount of
securities to    registered      maximum        maximum      registration
be registered       (1)          offering      aggregate        fee(3)
     (1)                        price per       offering
                                  share        price (2)
Common Stock,    25,000,000   $50.4063    $1,260,157,500.00    $350,323.79
  par value                               
  $.10 per
    share
      

______________

(1)This registration statement also relates to an indeterminate number of
   shares of Common Stock that may be issued upon stock splits, stock
   dividends or similar transactions in accordance with Rule 416.
(2)Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose
   of calculating the registration fee, based upon the average of the
   reported high and low sales price for a share of Common Stock on
   October 22, 1998, as reported on the New York Stock Exchange.
(3)Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
   follows:  proposed maximum offering price multiplied by .000278.
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, as filed by the Registrant with the
Securities and Exchange Commission (File No. 1-8606), are incorporated by
reference in this Registration Statement and made a part hereof:

     (a) The Registrant's Annual Reports on Form 10-K and Form 10-K/A for
     the fiscal year ended December 31, 1997.

     (b) The Registrant's Quarterly Reports on Form 10-Q and Form 10-Q/A
     for the quarter ended March 31, 1998 and Form 10-Q for the quarter
     ended June 30, 1998.

     (c) The Registrant's Current Reports on Form 8-K dated January 21,
     1998, March 13, 1998, April 23, 1998, May 1, 1998, July 23, 1998, July
     27, 1998, August 3, 1998, October 13, 1998, October 21, 1998 and
     October 28, 1998.

     (d) The description of the Registrant's Common Stock contained in the
     registration statement on Form 10 filed under Section 12 of the
     Securities Exchange Act, and any amendments or reports filed for the
     purpose of updating that description.

     All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained or
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.

     Copies of the above documents (excluding exhibits) may be obtained
without charge upon written request directed to Investor Relations, Bell
Atlantic Corporation, 1095 Avenue of the Americas, 36th Floor, New York, NY
10036.

Experts

     The consolidated balance sheets as of December 31, 1997 and 1996 and
the consolidated statements of income, changes in shareowners' investment,
cash flows and financial statement schedule for each of the three years in
the period ended December 31, 1997, incorporated by reference, have been
incorporated herein in reliance on the report, which includes an
explanatory paragraph stating that Bell Atlantic Corporation changed its
method of accounting for directory publishing revenues and expenses in 1996
and 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" during
the second quarter of 1995, of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in accounting
and auditing.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The legality of the shares of Bell Atlantic Corporation Common Stock
to be issued in connection with the Registration Statement will be passed
upon by P. Alan Bulliner, Esq., Associate General Counsel and Corporate
Secretary of Bell Atlantic Corporation.  As of September 30, 1998, Mr.
Bulliner owned beneficially 24,350 shares of Common Stock of Bell Atlantic
and 121,530 options to purchase shares of the Common Stock of Bell
Atlantic.  As of such date, he also had approximately 57 shares credited to
his account under the Bell Atlantic Employee Stock Ownership Plan, and had
approximately 3,871 shares credited to his account under the Bell Atlantic
Savings Plan for Salaried Employees.

Item 6. Indemnification of Directors and Officers.

        Section 145 of the Delaware General Corporation Law ("DGCL")
permits a corporation to indemnify any of its directors or officers who was
or is a party or is threatened to be made a party to any third party
proceeding by reason of the fact that such person is or was a director or
officer of the corporation, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action or proceeding, if
such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reason to
believe that such person's conduct was unlawful. In a derivative action,
i.e., one by or in the right of the corporation, the corporation is
permitted to indemnify directors and officers against expenses (including
attorney's fees) actually and reasonably incurred by them in connection
with the defense or settlement of an action or suit if they acted in good
faith and in a manner that they reasonably believed to be in or not opposed
to the best interests of the corporation,
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the
court in which the action or suit was brought shall determine upon
application that the defendant directors or officers are fairly and
reasonably entitled to indemnity for such expenses despite such 
adjudication of liability.

     Article 7 of the Bell Atlantic Corporation ("Bell Atlantic")
Certificate of Incorporation makes mandatory the indemnification expressly
authorized under the DGCL, except that the Certificate of Incorporation
only provides for indemnification in derivative actions, suits or
proceedings by a director or officer if the initiation of such action, suit
or proceeding was authorized by the Board of Directors.

     Pursuant to Section 7.8 of the Amended and Restated Agreement and Plan
of Merger dated as of April 21, 1996 by and between NYNEX Corporation
("NYNEX") and Bell Atlantic, Bell Atlantic has agreed for a period of six
years following the Effective Time to (a) cause NYNEX to maintain in effect
the provisions regarding indemnification of officers and directors
contained in the NYNEX Certificate of Incorporation and Bylaws and the
certificates of incorporation and bylaws of each of its subsidiaries or in
director, officer or employee indemnification agreements of NYNEX and its
subsidiaries, (b) maintain in effect and cause NYNEX to maintain in effect
current policies of directors' and officers' liability insurance and
fiduciary liability insurance with respect to claims arising prior to the
Effective Time, and (c) indemnify, and cause NYNEX to indemnify, the
directors and officers of Bell Atlantic and NYNEX, respectively, to the
fullest extent permitted under their respective certificates of
incorporation and bylaws and applicable law. In addition, Bell Atlantic has
agreed to unconditionally and irrevocably guarantee for the benefit of such
directors, officers and employees the obligations of NYNEX under its
indemnification arrangements.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The following is a list of exhibits filed as part of this Registration
Statement.

Exhibit
Number                        Exhibit (1)

5              Opinion of P. Alan Bulliner, Esq., Associate General Counsel
               and Corporate Secretary of Bell Atlantic.
23.1           Consent of PricewaterhouseCoopers LLP.
23.2           Consent of P. Alan Bulliner (Included in Exhibit 5).
24             Powers of Attorney.

Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933 (the "Act");
     
                    (ii) To reflect in the prospectus any facts or events
     arising after the effective date of the Registration Statement (or the
     most recent post-effective amendment thereof) which, individually or
     in the aggregate, represent a fundamental change in the information
     set forth in the Registration Statement; and
     
                    (iii) To include any material information with respect
     to the plan of distribution not previously disclosed in the
     Registration Statement or any material change to such information in
     the Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.

          (2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment 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.

          (3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.

     (b)   The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this 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.
(c)   Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 Act 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 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York on
October 29, 1998.

                              BELL ATLANTIC CORPORATION

                              By:  /s/ Mel Meskin

                                   Mel Meskin
                                   Vice President - Comptroller
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

     Signature                Title                              Date

                    *         Director, President and Chief    October 29, 1998
Lawrence T. Babbio, Jr.       Executive Officer - Network
                              Group

                    *         Director                         October 29, 1998
Richard L. Carrion

                    *         Director, President and Chief    October 29, 1998
James G. Cullen               Executive Officer-Telecom Group

                    *         Director                         October 29, 1998
Lodewijk J.R. de Vink

                    *         Director                         October 29, 1998
James H. Gilliam, Jr.

                    *         Director                         October 29, 1998
Stanley P. Goldstein

                    *         Director                         October 29, 1998
Helene L. Kaplan

                    *         Director                         October 29, 1998
Thomas H. Kean

                    *         Director                         October 29, 1998
Elizabeth T. Kennan

                    *         Director                         October 29, 1998
John F. Maypole

/s/ Mel Meskin                Vice President-Comptroller       October 29, 1998
Mel Meskin                    (controller)

                    *         Director                         October 29, 1998
Joseph Neubauer

                    *         Director                         October 29, 1998
Thomas H. O'Brien

                    _         Director
Eckhard Pfeiffer

                    *         Director                         October 29, 1998
Hugh B. Price
Signature                Title                              Date

                    *         Director                         October 29, 1998
Rozanne L. Ridgway

                    *         Director and Senior Executive    October 29, 1998
Frederic V. Salerno           Vice President and Chief
                              Financial Officer/Strategy and
                              Business Development (principal
                              financial officer)

                    *         Director, Vice Chairman,         October 29, 1998
Ivan G. Seidenberg            President and Chief Executive
                              Officer (principal executive officer)

                    *         Director                         October 29, 1998
Walter V. Shipley

                    *         Director and Chairman            October 29, 1998
Raymond W. Smith              of the Board

                    *         Director                         October 29, 1998
John R. Stafford

                    *         Director, Executive Vice         October 29, 1998
Morrison DeS. Webb            President-External Affairs and
                              Corporate Communications

                    *         Director                         October 29, 1998
Shirley Young

*By: /s/ Mel Meskin
     Mel Meskin
     Attorney-in-fact
Exhibit Index

5    Opinion of P. Alan Bulliner, Esq., Associate General Counsel and
     Corporate Secretary of Bell Atlantic Corporation.

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of P. Alan Bulliner (Included in Exhibit 5).

24   Powers of Attorney.