

                                         April 17, 1995
Bell Atlantic Corporation
1717 Arch Street
Philadelphia, PA  19103

Dear Sirs:

   Reference is made to a registration statement (the "Registration Statement")
which Bell Atlantic Corporation (the "Company") is filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
relating to shares of the Company's Common stock, par value $1.00 per share,
(the "Shares") which may be sold under the Options Plus Plan (the "Plan").

    I or members of my staff have reviewed the Registration Statement, the
Company's certificate of incorporation and by-laws, resolutions of its Board
of Directors and such other documents and corporate records as deemed
appropriate for the purpose of giving this opinion.

     Based upon the foregoing, I am of the opinion that:

1.  The Company is a corporation duly incorporated, validly existing and in
    good standing under the laws of the State of Delaware.

2.  The Shares have been duly authorized and, upon sale in accordance with the
    Plan and the resolutions of the Board of Directors of the Company relating
    to the adoption of the Plan and the offering and sale of shares thereunder,
    will be legally issued, fully paid and nonassessable.

  I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement and to being
named under the heading "Independent Accountants and Counsel" in the 
Registration Statement.

                                      Sincerely,


                                      P. Alan Bulliner

