SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __________)1
Metromedia Fiber Network, Inc.
______________________________________
(Name Of Issuer)
Class A Common Stock, par value $0.01 per share
______________________________________
(Title of Class of Securities)
591689104
_______________________________________
(CUSIP Number)
March 6, 2000
_______________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[ X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
_________________________
1 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. 591689104 13G Page 2 of 8 pages
1 NAME OF REPORTING PERSON
SS. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Bell Atlantic Corporation #23-2259884
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 25,558,109 shares of Class A Common Stock
7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
8 SHARED DISPOSITIVE POWER
PERSON
WITH 25,558,109 shares of Class A Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,558,109 shares of Class A Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.468% of the aggregate of the Issuer's Class A Common
Stock and Class B common Stock, par value $0.01 per
share, which is freely convertible into shares of Class
A Common Stock at a rate of one share of Class A Common
Stock for each share of Class B Common Stock.
12 TYPE OF REPORTING PERSON*
HC
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CUSIP No. 591689104 13G Page 3 of 8 pages
1 NAME OF REPORTING PERSON
SS. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Bell Atlantic Investments, Inc. #943219054
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 25,558,109 shares of Class A Common Stock
7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
8 SHARED DISPOSITIVE POWER
PERSON
WITH 25,558,109 shares of Class A Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,558,109 shares of Class A Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.468% of the aggregate of the Issuer's Class A Common
Stock and Class B Common Stock, par value $0.01 per
share, which is freely convertible into shares of Class
A Common Stock at a rate of one share of Class A Common
Stock for each share of Class B Common Stock
12 TYPE OF REPORTING PERSON*
HC
<PAGE>
Item 1.
(a) Name of Issuer
Metromedia Fiber Network, Inc.
(b) Address of Issuer's Principal Executive Offices
One North Lexington Avenue
White Plains, New York 10601
Item 2.
(a) Name of Persons Filing
Bell Atlantic Corporation ("Bell Atlantic")
Bell Atlantic Investments, Inc. ("BAI")
(b) Address of Principal Business Office or, if none, Residence
Bell Atlantic
1095 Avenue of the Americas
New York, New York 10036
BAI
3900 Washington Street
Wilmington, Delaware 19802
(c) Citizenship
Each of Bell Atlantic and BAI is incorporated under
the laws of the State of Delaware.
(d) Title of Class of Securities
Class A Common Stock, par value $0.01 per share
(e) CUSIP Number
591689104
Page 4 of 8 pages
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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
Exchange Act
(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act
(c) / / Insurance Company as defined in Section 3(a)(19) of
the Exchange Act
(d) / / Investment Company registered under Section 8 of the
Investment Company Act
(e) / / Investment Adviser in accordance with Rule 13d-
1(b)(l)(ii)(E)
(f) / / Employee Benefit Plan or Endowment Fund in accordance
with 13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company or Control Person in
accordance with Rule 13d-1(b)(1)(ii)(G)
(h) / / Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act
(i) / / Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act
(j) / / Group, in accordance with Rule 13d.1(b)(1)(ii)(J)
Item 4. Ownership
(a) Amount Beneficially Owned:
25,558,109 shares of Class A Common Stock
(b) Percent of Class:
9.468% of the aggregate of the Issuer's Class A Common Stock
and Class B Common Stock, par value $0.01 pr share, which is
freely convertible into shares of Class A Common Stock at the
rate of one share of Class A Common Stock for each share of Class
B Common Stock.
(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: 25,558,109
Page 5 of 8 pages
<PAGE>
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 25,558,109
BAI is a direct wholly owned subsidiary of Bell Atlantic and is
the direct beneficial owner of 25,558,109 shares of Class A
Common Stock, $0.01 par value per share, of the Issuer. By
virtue of their relationships, Bell Atlantic and BAI may be
deemed to have shared power to vote and dispose of or to direct
the vote and disposition of these shares.
BAI also is the direct beneficial owner of $975,281,000 aggregate
principal amount of the Issuer's 6.15% Convertible Subordinated
Notes due 2010, which are convertible in to shares of Class A
Common Stock upon the satisfaction of certain conditions, which
have not been satisfied.
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. Certifications:
By signing below each of the undersigned certifies that, to
the best of his or her knowledge and belief, the securities
referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 6 of 8 pages
<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.
March 15, 2000
BELL ATLANTIC CORPORATION
/s/ Phillip M. Huston, Jr.
Signature
Phillip M. Huston, Jr.
Corporate Secretary (Acting)
Name/Title
BELL ATLANTIC INVESTMENTS, INC.
/s/ Janet M. Garrity
Signature
Janet M. Garrity
President and Treasurer
Name/Title
Page 7 of 8 pages
<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.
March 15, 2000
BELL ATLANTIC CORPORATION
/s/ Phillip M. Huston, Jr.
Signature
Phillip M. Huston, Jr.
Corporate Secretary (Acting)
Name/Title
BELL ATLANTIC INVESTMENTS, INC.
/s/ Janet M. Garrity
Signature
Janet M. Garrity
President and Treasurer
Name/Title
Page 8 of 8 pages
