


EXHIBIT 5


                        
                                                  January 22, 1996
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
Incentive Stock Option Plan (the "Plan" ).

     I 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,


                                      Kathleen M. Gibson
 

