Bell Atlantic and GTE Outline Their Merger of Equals in Mailing to Shareowners

Bell Atlantic and GTE Outline Their Merger of Equals
in Mailing to Shareowners

Companies Issue a Joint Proxy Statement and Set Annual Meetings
Which Include Merger Votes on May 18 and 19

April 14, 1999

NEW YORK and IRVING, Texas -- The merger of equals between Bell
Atlantic Corp. (NYSE:BEL) and GTE Corp. (NYSE:GTE) will create one
of the world's premier providers of communications services in
increasingly competitive local, national and global markets, according to
the joint proxy statement and prospectus that the companies began mailing
today to more than three million shareholders.

In the cover letter included in the front of the joint proxy statement and
prospectus, GTE Chairman and CEO Charles R. Lee and Bell Atlantic
Chairman and CEO Ivan Seidenberg say: "By combining, we will create a
competitive national communications provider with a full product line that
can meet changing customer requirements for additional capacity to access
the Internet and other data services, greater mobility, and national or even
global reach. The combined company will be able to grow more quickly
and achieve greater success than either of us could do on our own."

Lee and Seidenberg note that "GTE's and Bell Atlantic's assets, markets,
operations and strengths are highly complementary." Based on current
figures and before adjusting for overlapping wireless properties, the
combined company would be:

• One of the nation's leading providers of both wired and
  wireless communications, serving more than 60 million access
  lines and, following GTE's purchase of certain Ameritech
  wireless properties, about 13 million wireless subscribers.

• One of the largest facilities-based long distance companies.

• One of the largest Internet backbone operators and a major
  provider of related data and Internet services.

• The world's largest publisher of directory information, in both
  book and on-line form.

• A major presence in international markets, with investments or
  operations in more than 30 countries outside the U.S.

GTE and Bell Atlantic shareholders will vote on the merger at their annual
meetings, which will be held on May 18 and May 19, respectively, in
Atlanta. Information about the merger and other matters to be voted on at
the companies' annual meetings are included in the joint proxy statement
and prospectus.

The joint proxy statement and prospectus is being posted at
www.mergerinfo.com, the companies' merger Web site. Shareowners can
grant their proxy to vote their shares by mail, by telephone or by the
Internet. They may also vote in person at the annual meeting. Instructions
on voting shares and links to Internet voting sites can be found at
www.mergerinfo.com.

Bell Atlantic and GTE announced in July 1998 that they planned a merger
of equals. To date, more than half of the 50 state public utility
commissions have either approved the merger or declined to assert
jurisdiction over it. Regulators in other states and federal regulators are
currently considering the merger.