Rule 424(b)(3)
Files Nos. 333-78121
333-78121-01
Prospectus Supplement dated February 9, 2000 to Prospectus
dated August 31, 1999
Bell Atlantic Financial Services, Inc.
Issuer
Bell Atlantic Corporation
Support Provider
$2,455,000,000
5.75% Senior Exchangeable Notes due 2003
This Prospectus Supplement dated February 9, 2000
supplements and amends the Prospectus dated August 31, 1991
as follows:
The section entitled "SELLING HOLDERS," beginning on
page 38 is amended to include the following selling
Noteholders who have provided us with notice and the
requisite information as of February 7, 2000. To the extent
that a selling Noteholder listed below is already named in
the Prospectus, the information set forth below replaces the
information in the Prospectus.
Name and Address of Selling
Noteholder
Lumbermens
c/o Salomon Brothers Asset Principal Amount of Notes Beneficially
Management, Inc. Owned and to be Sold
7 World Trade Center
38th Floor
New York, New York 10048 $ 250,000
