SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Telecom Corporation of New Zealand
______________________________________
(Name Of Issuer)
Ordinary Shares, par value NZ $1.00 per share
______________________________________
(Title Of Class Of Securities)
_______________________________________
(CUSIP Number)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. ________ 13G Page 2 of 8 pages
1 NAME OF REPORTING PERSON
SS. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Bell Atlantic Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)
(B) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 0
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 437,080,670
7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
8 SHARED DISPOSITIVE POWER
PERSON
WITH 874,161,350
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
874,161,350
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
49.9%
12 TYPE OF REPORTING PERSON*
HC
<PAGE>
CUSIP No. ________ 13G Page 3 of 8 pages
1 NAME OF REPORTING PERSON
SS. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Bell Atlantic Holdings Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)
(B) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
5 SOLE VOTING POWER
NUMBER OF
SHARES 0
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 437,080,670
7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
8 SHARED DISPOSITIVE POWER
PERSON
WITH 874,161,350
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
874,161,350
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
49.9%
12 TYPE OF REPORTING PERSON*
HC
<PAGE>
Item 1.
(a) Name of Issuer
Telecom Corporation of New Zealand Limited ("TCNZ")
(b) Address of Issuer's Principal Executive Offices
Telecom Networks House
68 Jervois Quay
Wellington, New Zealand
Item 2.
(a) Name of Persons Filing
Bell Atlantic Corporation ("Bell Atlantic")
Bell Atlantic Holdings Limited ("Holdings")
(b) Address of Principal Business Office or, if none, Residence
Bell Atlantic
1095 Avenue of the Americas
New York, New York 10036
Holdings
Cedar House
41 Cedar Avenue
Hamilton HM 12, Bermuda
(c) Citizenship
Bell Atlantic is incorporated under the laws of the State of Delaware.
Holdings is incorporated under the laws of Bermuda.
(d) Title of Class of Securities
Ordinary Shares, $ NZ 1.00 per share
(e) CUSIP Number
Not Applicable.
<PAGE>
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of the Act
(b) Bank as defined in Section 3(a)(6) of the Act
(c) Insurance Company as defined in Section 3(a)(19) of the Act
(d) Investment Company registered under Section 8 of the
Investment Company Act
(e) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G) (Note: See Item 7)
(h) Group, in accordance with Section
240.13d.1(b)(1)(ii)(H)
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 874,161,350
(b) Percent of Class: 49.9
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 437,080,670
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition
of: 874,161,350
Holdings is an indirect wholly owned subsidiary of Bell
Atlantic and is the direct beneficial owner of 437,080,670
Ordinary Shares of TCNZ. By virtue of their relationship,
both Bell Atlantic and Holdings may be deemed to have shared
power to vote and dispose of or to direct the vote and
disposition of these shares.
<PAGE>
Bell Atlantic and Ameritech Corporation ("Ameritech")
are parties to certain agreements and have certain
understandings with respect to the acquisition, holding and
disposition of 437,080,670 Ordinary Shares of TCNZ that are
directly and beneficially owned by Ameritech Holdings
Limited ("Ameritech Holdings"), an indirect wholly owned
subsidiary of Ameritech. By virtue of these agreements and
understandings, Bell Atlantic and Holdings may be deemed to
have shared power to dispose of or to direct the disposition
of and to have beneficial ownership of the shares owned by
Ameritech Holdings. Bell Atlantic and Holdings disclaim
beneficial ownership of the shares owned by Ameritech Holdings.
In December 1997, Ameritech announced that it intends
to sell all of the 437,080,670 Ordinary Shares of TCNZ owned
by Ameritech Holdings in a global public offering in the
first half of 1998, and Bell Atlantic announced that it
intends to issue medium-term notes exchangeable for Ordinary
Shares of TCNZ. Consummation of either or both of these
transactions could terminate or modify the agreements and
understandings between Ameritech and Bell Atlantic.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported On by the Parent
Holding Company:
See Item 4.
Item 8. Identification and Classification of Members of the Group:
See Item 4.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
Not Applicable.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 13, 1998
BELL ATLANTIC CORPORATION
/s/ Ellen C. Wolf
Signature
Ellen C. Wolf, Vice President-Treasurer
Name/Title
BELL ATLANTIC HOLDINGS LIMITED
/s/ Dermott O. Murphy
Signature
Dermott O. Murphy, President
Name/Title
<PAGE>
EXHIBIT A
AGREEMENT AS TO JOINT FILING OF
SCHEDULE 13G
The undersigned hereby agree and consent to the joint filing
on their behalf of this Schedule 13G.
February 13, 1998
BELL ATLANTIC CORPORATION
/s/ Ellen C. Wolf
Signature
Ellen C. Wolf, Vice President -Treasurer
Name/Title
BELL ATLANTIC HOLDINGS LIMITED
/s/ Dermott O. Murphy
Signature
Dermott O. Murphy, President
Name/Title
