BANKERS TRUST COMPANY
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer Mailing Address:
Vice President P.O. Box 318
Telephone: 212-250-4599 Church Street Station
New York, NY 10008
February 14, 1996
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
Bell Atlantic Corporation
Pursuant to Rule 13d-1 of the General Rules and Regulations
under the Securities Exchange Act of 1934, the following is
one copy of the Schedule 13G with respect to the common
stock of the above referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Bell Atlantic Corporation
__________________________________
NAME OF ISSUER:
Common Stock, $1.00 par value
______________________________________
TITLE OF CLASS OF SECURITIES
077853109
_______________________________________
CUSIP NUMBER
Check the following box if a fee is being paid with this
statement []. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
*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).
(Continued on following page(s))
Page 1 of 8 Pages
CUSIP No. 077853109 Page 2 of 8 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation, and its wholly owned
subsidiary, Bankers Trust Company, as Trustee for various
trusts and employee benefit plans, and investment advisor 13-
6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) []
(B) [X]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Both Bankers Trust New York Corporation and Bankers
Trust Company are New York corporations.
NUMBER OF 5. SOLE VOTING POWER
SHARES
Bankers Trust New York Corp. 127,800 shares
Bankers Trust Company 3,910,411 shares
TOTAL SHARES 4,038,211
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
Bankers Trust New York Corp. 0 shares
Bankers Trust Company 40,609 shares
TOTAL SHARES 40,609
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
Bankers Trust New York Corp. 127,800 shares
Bankers Trust Company 7,467,271 shares
TOTAL SHARES 7,595,071
PERSON 8. SHARED DISPOSITIVE POWER
WITH
Bankers Trust New York Corp. 0 shares
Bankers Trust Company 100,435 shares
TOTAL SHARES 100,435
CUSIP No. 077853109 Page 3 of 8 Pages
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Bankers Trust New York Corp. 127,800 shares
Bankers Trust Company 7,567,706 shares
TOTAL SHARES 7,695,506
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[X]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust New York Corp. 0.0%
Bankers Trust Company 1.7%
TOTAL 1.7%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporations - HC
Bankers Trust Company - BK
CUSIP No. 077853109 Page 4 of 8 Pages
DISCLAIMER OF BENEFICIAL OWNERSHIP
THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE
CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK
CORPORATION OR BANKERS TRUST COMPANY, AS TRUSTEE (THE
"BANK") IS, FOR THE PURPOSE OF SECTION 13(g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934, OR FOR ANY OTHER
PURPOSE, THE BENEFICIAL OWNER OF THE SECURITIES SET FORTH IN
ITEM 4(a)(iii) HEREOF.
Item 1(a) NAME OF ISSUER:
Bell Atlantic Corporation
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1600 Market Street
29th floor
Philadelphia, PA 19103
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, and its wholly-
owned subsidiary, Bankers Trust Company, as
Trustee for various trusts and employee benefit
plans, and investment advisor
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
280 Park Avenue
New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation and Bankers
Trust Company, as Trustee for various trusts and
employee benefit plans, and investment advisor
are incorporated in the State of New York with its
principal business office located in New York
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $1.00 par value, of Bell Atlantic Corporation.
Item 2(e) CUSIP NUMBER:
077853109
CUSIP No. 077853109 Page 5 of 8 Pages
Item 3 THE PERSON FILING IS A:
For Bankers Trust New York Corporation,
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For Bankers Trust Company
(b) [X] Bank as defined in section 3(a)(6) of the
Act.
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
As of December 31, 1995:
(i) Bankers Trust New York Corporation was the
beneficially owner of 127,800 shares.
(ii) Bankers Trust Company (the "Bank"), as Trustee
for various trusts and employee benefit plans, and
investment advisor, was the beneficially owner of
7,567,706 shares of common stock.
(iii) Bankers Trust Company was also the record owner
of 43,699,101 shares held by the Bank as Trustee of the
Bell Atlantic Savings & Security Plan, the Bell
Atlantic Savings Plan, and the Bell Atlantic PAYSOP
plan (the Plan) with respect to which the bank
disclaims beneficial ownership.
The Plan states that each Plan participant shall
have the right to direct the manner in which shares of
common stock shall be voted at all stockholders
meetings. The Department of Labor has expressed the
view that, under certain circumstances, ERISA may
require the Trustee to vote shares which are not
allocated to participants accounts and unvoted shares.
Since, in the view of the Bank, and Bankers Trust New
York Corporation, such voting power is merely a
residual power based upon the occurrence of an unlikely
contingency and is not a sole or shared power to vote
the securities, the Bank and Bankers Trust New York
Corporation hereby disclaim beneficial ownership of
such securities.
CUSIP No. 077853109 Page 6 of 8 Pages
(b) PERCENT OF CLASS:
The common stock described in Item 4(a) above as to
which Bankers Trust New York Corporation and the Bank
acknowledges beneficial ownership constitutes 1.7% of the
Issuer s outstanding Common Stock. the Common Stock as to
which Bankers Trust New York Corporations and the Bank
disclaim beneficial ownership constitutes 10.0% of the
Issuer's outstanding common stock.
(c) Number of shares as to which the Bank has:
(i) sole power to vote or to direct the
vote -
Bankers Trust New York
Corporation 127,800 shares
Bankers Trust Company, as Trustee for various
trusts and employee benefit plans, and as
investment advisor 3,910,411 shares
TOTAL SHARES 4,038,211
(ii) shared power to vote or to direct the
vote -
Bankers Trust New York
Corporation 0 shares
Bankers Trust Company, as Trustee for various
trusts and employee benefit plans, and as
investment advisor 40,609 shares
TOTAL SHARES 40,609
(iii) sole power to dispose or to direct the
disposition of -
Bankers Trust New York
Corporation 127,800 shares
Bankers Trust Company, as Trustee for various
trusts and employee benefit plans, and as
investment advisor 7,467,271 shares
TOTAL SHARES 7,595,071
CUSIP No. 077853109 Page 7 of 8 Pages
(iv) shared power to dispose or to direct
the disposition of -
Bankers Trust New York
Corporation 0 shares
Bankers Trust Company, as Trustee for various
trusts and employee benefit plans, and as
investment advisor 100,435 shares
100,435
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
[ ]
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
The Issuer s Plan, and various trusts, and
employee benefit plan for which the Bank serves as
Trustee, and accounts for which the Bank serves as
investment advisor, have the right to receive
and/or the power to direct the receipt of
dividends from, or the proceeds from the sale of,
such securities.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
See Item 3 above.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
CUSIP No. 077853109 Page 8 of 8 Pages
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or
effect.
SIGNATURE:
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.
Date: as of December 31, 1995
Bankers Trust New York Corp.
/s/James T. Byrne, Jr.
James T. Byrne, Jr.
Secretary
Bankers Trust Company, as Trustee for various trusts
and employee benefit plans, and investment advisor.
/s/James T. Byrne, Jr.
James T. Byrne, Jr.
Secretary
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company is shown below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
