<PAGE> 1
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO RESTATED CERTIFICATE OF INCORPORATION
Bell Atlantic Corporation, a corporation organized on October 7, 1983,
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Corporation
held on July 27, 1998, resolutions were duly adopted approving a proposed
amendment to the Restated Certificate of Incorporation (the "Certificate
Amendment") of the Corporation and recommending that the proposed Certificate
Amendment be approved by the stockholders of the Corporation. The Certificate
Amendment is attached hereto as Exhibit A.
SECOND: That, thereafter, pursuant to resolution of the Corporation's
Board of Directors, a meeting of the stockholders of the Corporation was duly
called and held on May 19, 1999, upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware, at which meeting a
majority of the outstanding stock entitled to vote thereon was voted in favor of
the Certificate Amendment as proposed by the Corporation's Board of Directors.
THIRD: That said Certificate Amendment was duly adopted in accordance
with the provisions of Sections 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by Phillip M. Huston, Jr., its Counsel and Corporate Secretary
(Acting), this 30th day of June, 2000.
BELL ATLANTIC CORPORATION
By /s/ PHILLIP M. HUSTON, JR.
Phillip M. Huston, Jr.
Counsel and Corporate
Secretary (Acting)
<PAGE> 2
EXHIBIT A
Certificate of Incorporation Provisions proposed to be revised
in connection with the Merger
Section 4.A of the Certificate of Incorporation would be restated substantially
as follows:
4. Capital Stock.
A. Authorized Shares. The total number of shares of all
classes of stock which the Corporation shall have the authority to
issue is 4,500,000,000 shares, of which 4,250,000,000 shares are Common
Stock, $.10 par value per share, and 250,000,000 shares are Series
Preferred Stock, $.10 par value.
