Rule 424(b)(3)
Files Nos. 333-78121
333-78121-01
Prospectus Supplement dated February 25, 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 25, 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 25, 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 Principal Amont of Notes Benefically
Owned and to be Sold
JMG Convertible Investments, LP
1999 Avenue of the Stars, Suite 2530
Los Angeles, CA 90067 $ 750,000
Triton Capital Investments Ltd $ 750,000
1999 Avenue of the Stars, Suite 2530
Los Angeles, CA 90067