BELL ATLANTIC CORP
S-3/A, 1995-09-13
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE> 1
As filed with the Securities and Exchange Commission on September 13, 1995

                                                     REGISTRATION NO. 33-62393
==============================================================================

   
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549
                              _______________________
                     PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4
                                        ON
                                     FORM S-3
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933
                           _______________________

                          Bell Atlantic Corporation
            (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                      <C>
         Delaware                           23-2259884
(State or other jurisdiction               (I.R.S. Employer
   of incorporation or                   Identification Number         
       organization)

</TABLE>
              

                                       Ellen C. Wolf, Vice President -Treasurer
                                       Bell Atlantic Corporation
1717 Arch Street                       1717 Arch Street
Philadelphia, Pennsylvania 19103       Philadelphia, Pennsylvania  19103
(215) 963-6800                         (215)  963-6800

(Address, including zip code, and      (Name, address, including zip code, and
 telephone number, of registrant's       telephone number, of agent for service)
 principal executive offices)
                      _______________________

             Please send copies of all communications to:

        P. Alan Bulliner                                  Robert Hicks
Vice President - Corporate Secretary and Counsel         Sommer & Banard
     Bell Atlantic Corporation                         4000 Bank One Tower
        1717 Arch Street                               111 Monument Circle
   Philadelphia, Pennsylvania 19103                Indianapolis, Indiana 46244

                      _______________________
Approximate date of commencement of proposed sale:  From time to time after this
Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [  ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
                      _______________________

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================  
                                                  Proposed     Proposed
                                    Amount         Maximum     Aggregate      Amount of
Title of each class of securities    to be        Offering      Maximum     Registration 
     to be registered              registered     per unit   Offering price      Fee    
-----------------------------------------------------------------------------------------
<S>                                <C>            <C>        <C>            <C>
Common Stock, par value
$1.00 per share                    91,114 shares  N/A        $5,313,085 *   $1,832.10 #
=======================================================================================
</TABLE>

* Estimated solely for the purpose of determining the registration fee, required
by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act")
and calculated pursuant to Rule 457(c) under the Securities Act.  The average of
the high and low prices for Bell Atlantic Corporation Common Stock reported in
the consolidated reporting system for September 7, 1995 was $58.3125.

# Of the total registration fee, $493 was paid in connection with the submission
of the Registration Statement on Form S-4 on September 6, 1995, and the
balance is being paid in connection with the submission of this Amendment.
                         _______________________

The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

================================================================================

<PAGE> 2

                           BELL ATLANTIC CORPORATION

                         91,114 Shares of Common Stock
                          ____________________________

           Cross-Reference Sheet Pursuant to Item 501(b) of Regulation S-K

<TABLE>
<CAPTION>
Item of Form S-3                                                Location or Caption in Prospectus
----------------                                                ---------------------------------
<S>                                                             <C>

1.  Forepart of Registration Statement and Outside Front 
    Cover Page of Prospectus ...........................        Facing Page of the Registration Statement;
Outside
                                                                Front Cover of Prospectus 

2.  Inside Front and Outside Back Cover Pages of
    Prospectus .........................................        Inside Front Cover of Prospectus; Available
                                                                Information; Incorporation of Certain Documents by
                                                                Reference; Table of Contents

3.  Summary Information, Risk Factors and Ratio of 
    Earnings to Fixed Charges .........................          The Company

4.  Use of Proceeds ...................................          Plan of Distribution 

5.  Determination of Offering Price ...................          Not Applicable 

6.  Dilution ..........................................          Not Applicable 

7.  Selling Security Holders ..........................          Selling Stockholders

8.  Plan of Distribution ..............................          Plan of Distribution  

9.  Description of Securities to be Registered ........          Not Applicable

10. Interests of Named Experts and Counsel ............          Legal Opinions; Independent
Accountants

11. Material Changes ..................................          Not Applicable

12. Incorporation of Certain Information by Reference .          Incorporation of Certain
Documents by Reference 

13. Disclosure of Commission Position on Indemnification
    for Securities Act Liabilities.....................          Not Applicable

</TABLE>
<PAGE> 3

                           BELL ATLANTIC CORPORATION

                                  PROSPECTUS

     This Prospectus relates to 91,114 shares (the "Shares") of common
stock, par value $1.00 per share (the "Common Stock"), of Bell Atlantic
Corporation, a Delaware corporation ("Bell Atlantic" or the "Company").  All
of the Shares are being offered by the Selling Stockholders (the "Selling
Stockholders") identified herein.  The Selling Stockholders acquired the Shares
in connection with the the acquisition by the Company of Howard W. Sams &
Company on September 12, 1995.  See "Selling Stockholders."

     All proceeds from any sales of the Shares by the Selling Stockholders
will inure to the benefit of the Selling Stockholders.  The Company will receive
none of the proceeds from the sale of Shares which may be offered hereby.  All
expenses of registration incurred in connection herewith, excluding fees and
expenses of counsel to the Selling Stockholders, are being borne by the
Company, and all selling and other expenses incurred by the Selling
Stockholders will be borne by the Selling Stockholders, except that up to
$500.00 of brokerage fees incurred by each Selling Stockholder with respect to
sales of Shares may be reimbursed by an affiliate of the Company.

     No Selling Stockholder has advised the Company of any specific plans
for the distribution of the Shares covered by this Prospectus, but it is
anticipated that the Shares will be sold from time to time primarily in
transactions (which may include block transactions) on the New York Stock
Exchange at the market price then prevailing, although sales may also be made
in negotiated transactions or otherwise.  The Selling Stockholders and the
brokers and dealers through whom sale of the Shares may be made may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended, and their commissions or discounts and other compensation may
be regarded as underwriters' compensation.  See "Plan of Distribution."

___________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________

The date of this Prospectus is September  , 1995.


<PAGE> 4

                         AVAILABLE INFORMATION

     Bell Atlantic is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the SEC.  Such reports, proxy statements and other information filed by
Bell Atlantic with the SEC may be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the SEC: 7
World Trade Center, 13th Floor, New York, New York 10048; and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. 
Copies of such material may be obtained from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.  Bell Atlantic Common Stock is listed on the New York Stock Exchange
("NYSE"), as well as the Philadelphia, Boston, Chicago and Pacific Stock
Exchanges.  Copies of reports, proxy statements and other information
concerning Bell Atlantic also may be inspected at the offices of the NYSE at
20 Broad Street, 18th Floor, New York, New York 10005, as well as at the
offices of such other stock exchanges.

                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Bell Atlantic with the SEC pursuant
to the Exchange Act are hereby incorporated by reference in this Prospectus:

     (1)  Bell Atlantic's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1994;

     (2)  Bell Atlantic's Quarterly Reports on Form 10-Q for the quarters
          ended March 31, 1995 and June 30, 1995;

     (3)  Bell Atlantic's Current Reports on Form 8-K dated January 23,
          1995, April 20, 1995, and July 20, 1995; and

     (4)  The description of Bell Atlantic's Common Stock which is
          contained in Bell Atlantic's registration statement filed under the 
          Exchange Act, including any amendment or reports filed for the purpose
          of updating such description.

     Bell Atlantic will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information that has been
incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates).  Such requests should be directed to Bell Atlantic Corporation,
Shareowner Services, 1717 Arch Street, 31st Floor, Philadelphia, Pennsylvania
19103 (telephone 215-963-6065).

     All documents filed by Bell Atlantic pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing thereof.  Any statement contained in
a document, all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.


<PAGE> 5


TABLE OF CONTENTS


AVAILABLE INFORMATION ................................     2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......     2

THE COMPANY ..........................................     5

SELLING STOCKHOLDERS .................................     5

PLAN OF DISTRIBUTION .................................     5

LEGAL OPINIONS .......................................     6

INDEPENDENT ACCOUNTANTS ..............................     6

     No person is authorized to give any information or to make any
representation other than those contained or incorporated herein and, if given
or made, such information or representation must not be relied upon as having
been authorized by Bell Atlantic or the Selling Stockholders.  Neither the
delivery hereof nor any distribution of securities made hereunder shall, under
any circumstances, create an implication that there has been no change in the
facts herein set forth or incorporated herein since the date hereof or since the
date of any document incorporated herein.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy in any
jurisdiction where, or to any person to whom, it is unlawful to make such an
offer or solicitation.

<PAGE> 


                                 THE COMPANY

Bell Atlantic Corporation ("Bell Atlantic" or the "Company") was incorporated
in 1983 under the laws of the State of Delaware and has its principal executive
offices at 1717 Arch Street, Philadelphia, Pennsylvania 19103 (telephone
number (215) 963-6000).  Bell Atlantic has seven telephone subsidiaries
engaged in the business of furnishing exchange telecommunications and
exchange access service and printed directory advertising:  Bell Atlantic -
Delaware, Inc., Bell Atlantic - Maryland, Inc., Bell Atlantic - New Jersey,Inc.,
Bell Atlantic - Pennsylvania, Inc., Bell Atlantic - Virginia, Inc., Bell
Atlantic - Washington, D.C., Inc., and Bell Atlantic - West Virginia, Inc.  Bell
Atlantic also owns a majority interest in Cellco Partnership, which provides 
cellular telecommunications service under the name Bell Atlantic NYNEX Mobile. 
Bell Atlantic also owns a one-seventh interest in Bell Communications
Research, Inc., and has subsidiaries engaged in various other lines of business.

                         SELLING STOCKHOLDERS

     The Selling Stockholders were the sole shareholders of Howard W.
Sams & Company, an Indiana corporation ("Sams"),  prior to the Company's
acquisition of Sams by merger on September 12, 1995.  The Shares were
acquired by the Selling Stockholders in the merger.  The Selling Stockholders
have not held a position or office with the Company and have not maintained a
material relationship with the Company during the three year period preceding
the date of this Prospectus.  The following table sets forth certain information
about each Selling Stockholder and the number of shares being offered on
behalf of such Selling Stockholder are set forth in the table below.   The total
number of Shares to be sold by the Selling Stockholders hereunder does not
exceed .1% of the outstanding Common Stock of the Company.

                                           Number of 
                         Number of       Shares to be    Number of Shares to be
    Name of            shares owned     sold under this  owned after completion
Selling Stockholder  prior to offering    Prospectus         of offering
-------------------  -----------------  ---------------  ----------------------
Damon C. Davis              0               45,557                 0

Richard R. Hauser           0               45,557                 0



                          PLAN OF DISTRIBUTION

     The Shares offered hereby are being sold by the Selling Stockholders
acting as principals for their own accounts.  The Company will receive none of
the proceeds from this offering.


     The Selling Stockholders may sell some or all of the Shares in
transactions involving broker-dealers, who may act as agent or acquire the
Shares as principal.  Any broker-dealer participating in such transactions as
agent may receive commissions from the Selling Stockholders (and, if they act
as agent for the purchaser of such Shares, from such purchaser).  Usual and
customary brokerage fees will be paid by the Selling Stockholders. 
Broker-dealers may agree with the Selling Stockholders to sell a specified
number of Shares at a stipulated price per Share and, to the extent such a
broker-dealer is unable to do so acting as agent for the Selling Stockholders, 
to purchase as principals any unsold Shares at the price required to fulfill the
respective broker-dealer's commitment to the Selling Stockholders. 
Broker-dealers who acquire Shares as principals may thereafter resell such
Shares from time to time in transactions (which may involve cross and block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described above) in the over-the-counter
market, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated prices, and in connection with such resales
may pay commissions to or receive commissions from the purchasers of such
Shares. .  Any commissions paid or any discounts or concessions allowed to
any broker-dealers and, if such broker-dealers purchase Shares as principal,
any profits received on the resale of such Shares, may be deemed to be
underwriting discounts and commissions under the Act.  The Selling
Stockholders also may sell some or all of the Shares directly to purchasers
without the assistance of any broker-dealer.

     The Company has agreed to indemnify the Selling Stockholders, in
certain circumstances, against certain liabilities, including liabilities
arising under the Act.  The Selling Stockholders have agreed to indemnify the
Company and its directors and officers, in certain circumstances,  against
certain expenses and liabilities, including liabilities arising under the Act

     Upon the Company's being notified by the Selling Stockholders that
any material arrangement has been entered into with a broker-dealer for the
sale of Shares through a cross or block trade, a supplemental prospectus will
be filed under Rule 424(c) under the Act, setting forth the name of the
participating broker-dealer(s), the number of Shares involved, the price at
which such Shares were sold by the Selling Stockholders, the commissions
paid or discounts or concessions allowed by the Selling Stockholders to such
broker-dealer(s), and where applicable, that such broker-dealer(s) did not
conduct any investigation to verify the information set out in this Prospectus.

     The Company is bearing all costs relating to the registration of the
Shares.  Any commissions or other fees payable to broker-dealers in
connection with any sale of the Shares will be borne by the Selling
Stockholders or other party selling such Shares, except that up to $500.00 of
brokerage fees incurred by each Selling Stockholder with respect to sales of
Shares may be reimbursed by an affiliate of the Company.


                           LEGAL OPINIONS

     The validity of the Bell Atlantic Common Stock to be issued in the
Merger has been passed upon for Bell Atlantic by P. Alan Bulliner, Vice
President-Corporate Secretary and Counsel of Bell Atlantic.  As of June 30,
1995, Mr. Bulliner owned beneficially and had options to acquire 20,870
shares of Bell Atlantic Common Stock.


                      INDEPENDENT ACCOUNTANTS

     The consolidated financial statements and consolidated financial
statement schedule of Bell Atlantic and its subsidiaries included in Bell
Atlantic's Annual Report on Form 10-K for the year ended December 31,
1994, have been incorporated by reference herein in reliance on the reports of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.



<PAGE> 


                                     PART II

                    INFORMATION NOT REQUIRED IN THE PROSPECTUS



Item 14. Other Expenses of Issuance and Distribution.*

Registration fee-Securities and Exchange Commission...........     $ 1,832

     Printing of registration statement, prospectus, etc......     $ 2,000

     Accounting services .....................................     $ 5,000

     Legal fees ..............................................     $   500

     Miscellaneous ...........................................     $   500
                                                                   -------
          Total ..............................................     $ 9,832

                            ______________               
 
*    No portion of these expenses will be borne by the Selling Stockholders. 
     All expenses shown are estimates, other than the registration fee.


Item 15. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law provides for the
indemnification of directors and officers under certain circumstances. 
Generally such persons must have acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, such
person must also have had no reasonable cause to believe his conduct was
unlawful.  In any proceeding by or in the right of the corporation, no such
indemnification may be made if such person shall have been adjudged to have
been liable to the corporation, unless, and only to the extent, the court in 
which the proceeding was brought, or the Delaware Court of Chancery, orders such
indemnification.  When the director or officer successfully defends any such
civil or criminal proceeding, indemnification is required.  Bell Atlantic's
By-Laws provide for indemnification of Bell Atlantic's officers and directors to
the extent permitted by the Delaware General Corporation Law.

     The directors and officers of Bell Atlantic are insured against certain
liabilities, including certain liabilities arising under the Securities Act of 
1933, which might be incurred by them in such capacities and against which they
cannot be indemnified by Bell Atlantic.  Such insurance is in addition to rights
of directors and officers to indemnification by Bell Atlantic.


Item 16. Exhibits and Financial Statement Schedules.

Exhibits
 
        The following exhibits are filed as part of this Registration Statement.

                                 II-1 

<PAGE>

Exhibit
Number

5         Opinion of P. Alan Bulliner, Vice President-Corporate Secretary and
          Counsel of the registrant, as to the legality of the securities being
          registered.*

23.1      Consent of Coopers & Lybrand L.L.P., Independent Public Accountants.

23.2      Consent of P. Alan Bulliner, Vice President-Corporate Secretary and
          Counsel is contained in the opinion of counsel filed as Exhibit
          5.*

24        Powers of Attorney executed by officers and directors who signed this
          registration statement.*

_______________

*    Previously filed.


Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(a)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

               (i)  to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

               (ii)  to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and

               (iii)  to include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in the Registration Statement
including (but not limited to) any addition of a managing underwriter,
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
          
(b)  That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relative to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain unsold
at the termination of the offering.

     (d)  That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (e)  To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
                                  II-2

<PAGE>
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred  or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director, officer or 
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

                                  II-3
<PAGE>

                                  SIGNATURES

The Registrant

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on the
12th day of September, 1995.


                           BELL ATLANTIC CORPORATION


                      By: /Barbara L. Connor/
                           Barbara L. Connor
                          (Vice-President - Finance and Controller)

Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed below by the following persons
in the capacities and on the date indicated.

Principal Executive Officer:

Raymond W. Smith
Chairman and Chief


Principal Financial Officer:

William O. Albertini
Executive Vice President and Chief Financial Officer

Principal Accounting Officer:
Barbara L. Connor
Vice President - Finance and Controller  

  
Directors:                       By:  /Barbara L. Connor/
                                      (Barbara L. Connor,  
William W. Adams                       individually and  
William O. Albertini                   as attorney-in-fact)
Lawrence T. Babbio, Jr.
Thomas E. Bolger                       September 13, 1995
Frank C. Carlucci
William G. Copeland   
James G. Cullen 
James H. Gilliam, Jr.
Thomas H. Kean 
John C. Marous, Jr. 
John F. Maypole 
Joseph Neubauer  
Thomas H. O'Brien
Rozanne L. Ridgway 
Raymond W. Smith
Shirley Young

                             II-4 


<PAGE>



                             II-5












                               EXHIBIT 23.1
                   CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this registration statement on
Form S-3 of our reports dated February 6, 1995, which include an explanatory
paragraph stating that the Company discontinued accounting for the operations
of its telephone subsidiaries in accordance with Statement of Financial
Accounting Standards No. 71, "Accounting for the Effect of Certain Types of
Regulation," effective August 1, 1994, and changed its method of accounting
for income taxes and postemployment benefits in 1993, on our audits of the
consolidated financial statements and financial statement schedule of the
Company and its subsidiaries as of December 31, 1994 and December 31, 1993,
and for each of the three years in the period ended December 31, 1994, which
report is incorporated by reference or included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994.

We also consent to the reference to our Firm under the caption "Independent
Accountants".


/COOPERS & LYBRAND L.L.P./


2400 Eleven Penn Center
Philadelphia, Pennsylvania
September 11, 1995




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