June 26,1996

BELL ATLANTIC CONTACT: Eric Rabe
(215) 963-6531

NYNEX CONTACT: Susan Kraus
(212) 395-0500

Modified Transaction Structure Would Speed Merger Approval Process

Agreement Remains Merger of Equals

PHILADELPHIA/NEW YORK, (June 26, 1996) -- The managements of Bell Atlantic (NYSE:BEL) and NYNEX (NYSE:NYN) have proposed, subject to approval by their Boards of Directors, a technical change in the transaction structure of the merger of equals announced on April 22, 1996, to speed the approval process.

Under the proposed modification, a newly formed subsidiary of Bell Atlantic would merge with and into NYNEX, thereby making NYNEX a wholly owned subsidiary of Bell Atlantic. The original agreement proposed merging both Bell Atlantic and NYNEX into subsidiaries of a newly formed holding company.

The purpose of the change is to speed the approval process by eliminating the need to obtain congressional approval of the combination under the Washington D.C. "anti-merger law." The law, passed in 1913, provides that a holding company directly or indirectly acquiring or obtaining control of a D.C. public utility receive authorization by Congress. The companies have determined that final congressional action this session would be uncertain, given the tight congressional schedule. Under the new structure, no new holding company would directly or indirectly control Bell Atlantic-Wasington, DC., and therefore no Congressional approval will be required.

The companies stated that their goal is to complete the merger as quickly as possible, and that the proposed change does not affect the substance of the merger, only the means by which they accomplish it.

Both companies remain committed to cooperating fully with regulatory authorities and intend to make regulatory filings in all 13 states and the District of Columbia, regardless of whether they are technically required.

The proposed modification would not change the fundamental elements of the merger. All substantive terms of the original agreement -- including Board composition, name, headquarters location, and executive succession plans -- remain unchanged. The modification would not affect the pooling of interests accounting to be used in the transaction.

The exchange ratio for shares and dividends would be restated to reflect the difference in the transaction, but the economic impact would not change. Each NYNEX shareholder would receive 0.768 shares of Bell Atlantic common stock in exchange for one share of NYNEX common stock. This ratio is the mathematical equivalent of the original 1.302 exchange ratio. Similarly, the modified merger agreement provides for an initial post-closing dividend expected to equal $3.08 per share, which is also the economic equivalent of the original agreement's dividend. NYNEX shareholders would receive 0.768 of that dividend, or $2.36 per share -- the current NYNEX dividend -- as they would have under the original agreement.

The proposed modification would have the additional benefit of substantially reducing SEC registration fees, certificate printing fees, exchange agent fees, and NYSE listing fees.