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                                                                   EXHIBIT 99(B)
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     PROXY/VOTING INSTRUCTION CARD                     [BELL ATLANTIC LOGO]
 
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     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
     SPECIAL MEETING OF STOCKHOLDERS, FRIDAY, NOVEMBER 8, 1996, 10:30 A.M.
     LOCAL TIME, RICHMOND'S LANDMARK THEATER, 6 N. LAUREL STREET, RICHMOND,
     VIRGINIA.
 
     THE UNDERSIGNED HEREBY APPOINTS W.O. ALBERTINI, J.G. CULLEN AND R.W.
     SMITH, AND EACH OF THEM, PROXIES, WITH THE POWERS THE UNDERSIGNED
     WOULD POSSESS IF PERSONALLY PRESENT, AND WITH FULL POWER OF
     SUBSTITUTION, TO VOTE ALL COMMON SHARES HELD OF RECORD BY THE
     UNDERSIGNED IN BELL ATLANTIC CORPORATION, UPON ALL SUBJECTS THAT MAY
     PROPERLY COME BEFORE THE MEETING, INCLUDING THE MATTERS DESCRIBED IN
     THE PROXY STATEMENT FURNISHED HEREWITH, SUBJECT TO ANY DIRECTIONS
     INDICATED ON THE REVERSE SIDE OF THIS CARD. IF NO DIRECTIONS ARE
     GIVEN, THE PROXIES WILL VOTE IN ACCORD WITH THE DIRECTORS'
     RECOMMENDATION ON THE SUBJECT LISTED ON THE REVERSE SIDE OF THIS CARD
     AND AT THEIR DISCRETION ON ANY OTHER MATTER THAT MAY PROPERLY COME
     BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
 
     This card also constitutes your voting instructions for shares held of
     record by Bell Atlantic Corporation for your account in the Dividend
     Reinvestment and Stock Purchase Plan (DRSPP) and, if shares are held
     in the same name, shares held in the 1976 Bell Atlantic Employee Stock
     Ownership Plan, Savings Plan for Salaried Employees, or Savings and
     Security Plan (Non-Salaried Employees).
 
     IF YOU DO NOT SIGN AND RETURN A PROXY, OR ATTEND THE MEETING AND VOTE
     BY BALLOT, YOUR SHARES CANNOT BE VOTED, NOR YOUR INSTRUCTIONS
     FOLLOWED, EXCEPT THAT SHARES IN THE SAVINGS PLANS WILL BE VOTED AS
     DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS.
 
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      <S>                                                                         <C>
                                                                                  BELL ATLANTIC CORPORATION
      PLEASE SIGN ON THE REVERSE SIDE AND RETURN THIS                             P.O. BOX 1019
      PROXY IN THE ENCLOSED ENVELOPE.                                             NEWARK, NJ 07101-9757
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                        DIRECTORS RECOMMEND A VOTE "FOR"
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      Approval of an Amended and Restated Agreement and Plan of Merger,
      dated as of April 21, 1996, as amended and restated on July 2, 1996,
      between NYNEX Corporation and Bell Atlantic Corporation, and related
      transactions, including the issuance of shares of Bell Atlantic
      Common Stock and the amendment and restatement of Bell Atlantic
      Corporation's certificate of incorporation.
 
                      FOR            AGAINST            ABSTAIN
                     / /              / /                 / /
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                                       Please sign exactly as name or names
                                       appear on this proxy. If stock is
                                       held jointly, each holder should
                                       sign. If signing as attorney,
                                       trustee, executor, administrator,
                                       custodian, guardian or corporate
                                       officer, please give full title.
 
                                       DATE  , 1996
 
                                       SIGNATURE
 
                                       SIGNATURE
 
                                       Votes must be indicated (X) in Black
                                       or Blue Ink as in this example. /X/
 
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