<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                             _____________________

                                   FORM 10-Q
                             _____________________


       (Mark one)
           [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended March 31, 1999

                                      OR

           [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    For the transition period from      to


                         Commission File Number 1-7757


                        BELL ATLANTIC - DELAWARE, INC.


   A Delaware Corporation      I.R.S. Employer Identification No. 23-0523775


                901 Tatnall Street, Wilmington, Delaware 19801


                        Telephone Number (302) 576-5416

                           _________________________


THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF BELL ATLANTIC CORPORATION, MEETS
THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND
IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL
INSTRUCTION H(2).


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X    No 
                                        -----     -----
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.


                        PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


                        CONDENSED STATEMENTS OF INCOME
                                  (Unaudited)
                            (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                  March 31,
                                                              -------------------------------------------
                                                                         1999                    1998
---------------------------------------------------------------------------------------------------------
                                                        
OPERATING REVENUES                                      
<S>                                                             <C>                     <C>
 (including $1,508 and $1,850 to affiliates)                          $71,671                $67,644     
                                                              ------------------------------------------- 
                                                                                                    
OPERATING EXPENSES                                                                                  
Employee costs, including benefits and taxes                           10,548                 11,692     
Depreciation and amortization                                          16,155                 15,058      
Other (including $14,584 and $13,588 to affiliates)                    19,938                 22,637      
                                                              ------------------------------------------- 
                                                                       46,641                 49,387
                                                              ------------------------------------------- 
                                                                                                    
OPERATING INCOME                                                       25,030                 18,257     
                                                                                                     
OTHER INCOME, NET                                                          67                     39     
                                                                                                     
INTEREST EXPENSE                                                                                    
 (including $725 and $752 to affiliates)                                2,154                  2,375     
                                                              ------------------------------------------- 
                                                                                                    
INCOME BEFORE PROVISION FOR INCOME TAXES                               22,943                 15,921     
                                                                                                     
PROVISION FOR INCOME TAXES                                              9,331                  6,398     
                                                              ------------------------------------------- 
                                                                                                    
NET INCOME                                                            $13,612                $ 9,523     
                                                              =========================================== 
</TABLE>



                  See Notes to Condensed Financial Statements.

                                       1
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.


                            CONDENSED BALANCE SHEETS
                                  (Unaudited)
                             (Dollars in Thousands)


                                     ASSETS
                                     ------


<TABLE>
<CAPTION>
                                                              March 31,            December 31,
                                                                1999                   1998
----------------------------------------------------------------------------------------------------
                                                     
CURRENT ASSETS                                       
<S>                                                     <C>                    <C>
Short-term investments                                        $  2,875               $  4,313
Accounts receivable:                                          
 Trade and other, net of allowances for                       
       uncollectibles of $4,968 and $5,197                      49,917                 51,626
 Affiliates                                                      4,012                  3,922
Material and supplies                                            1,313                  1,583
Prepaid expenses                                                 3,598                  4,000
Deferred income taxes                                            2,864                  2,732
Other                                                              133                    556
                                                      ---------------------------------------
                                                                64,712                 68,732
                                                      ---------------------------------------
                                                              
PLANT, PROPERTY AND EQUIPMENT                                  885,808                869,702
Less accumulated depreciation                                  472,065                457,681
                                                      ---------------------------------------
                                                               413,743                412,021
                                                      ---------------------------------------
                                                              
OTHER ASSETS                                                     4,534                  3,650
                                                      ---------------------------------------
                                                              
TOTAL ASSETS                                                  $482,989               $484,403
                                                      =======================================
</TABLE>



                  See Notes to Condensed Financial Statements.

                                       2
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.


                            CONDENSED BALANCE SHEETS
                                  (Unaudited)
                (Dollars in Thousands, Except Per Share Amount)


                    LIABILITIES AND SHAREOWNER'S INVESTMENT
                    ---------------------------------------


<TABLE>
<CAPTION>
                                                                    March 31,            December 31,
                                                                      1999                   1998
---------------------------------------------------------------------------------------------------------
                                                           
CURRENT LIABILITIES                                        
Debt maturing within one year:                             
<S>                                                           <C>                    <C>
 Note payable to affiliate                                          $ 23,174               $ 43,083
 Other                                                                15,047                 15,046
Accounts payable and accrued liabilities:                           
 Affiliates                                                           25,574                 27,036
 Other                                                                40,221                 34,272
Advance billings and customer deposits                                 9,088                  9,027
                                                            ---------------------------------------
                                                                     113,104                128,464
                                                            ---------------------------------------
                                                                    
LONG-TERM DEBT                                                      
Note payable to affiliate                                             20,000                 20,000
Other                                                                 71,339                 71,345
                                                            ---------------------------------------
                                                                      91,339                 91,345
                                                            ---------------------------------------
                                                                    
EMPLOYEE BENEFIT OBLIGATIONS                                          40,791                 42,683
                                                            ---------------------------------------
                                                                    
DEFERRED CREDITS AND OTHER LIABILITIES                              
Deferred income taxes                                                 30,578                 27,837
Unamortized investment tax credits                                     2,056                  2,120
Other                                                                 13,589                 14,034
                                                            ---------------------------------------
                                                                      46,223                 43,991
                                                            ---------------------------------------
                                                                    
SHAREOWNER'S INVESTMENT                                             
Common stock, $25 par value per share                                118,442                118,442
 Authorized shares:  5,262,280                                      
 Outstanding shares: 4,737,686                                      
Reinvested earnings                                                   73,268                 59,656
Accumulated other comprehensive loss                                    (178)                  (178)
                                                            ---------------------------------------
                                                                     191,532                177,920
                                                            ---------------------------------------
                                                                    
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT                       $482,989               $484,403
                                                            =======================================
</TABLE>

                  See Notes to Condensed Financial Statements.

                                       3
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.


                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                             (Dollars in Thousands)
                                        


<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                             March 31,
                                                          ---------------------------------------------
                                                                    1999                   1998
-------------------------------------------------------------------------------------------------------
<S>                                                         <C>                    <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                       $ 37,140               $ 34,504        
                                                          ---------------------------------------------
                                                                                                       
CASH FLOWS FROM INVESTING ACTIVITIES                                                                   
Net change in short-term investments                               1,438                   (964)
Additions to plant, property and equipment                       (16,893)               (29,374)
Other, net                                                           424                  1,103        
                                                          ---------------------------------------------
Net cash used in investing activities                            (15,031)               (29,235)
                                                          ---------------------------------------------
                                                                                                       
CASH FLOWS FROM FINANCING ACTIVITIES                                                                   
Principal repayments of capital lease obligations                    (11)                   (22)
Net change in note payable to affiliate                          (19,909)                (4,229)
Net change in outstanding checks drawn                                                                 
     on controlled disbursement accounts                          (2,189)                (1,018)
                                                          ---------------------------------------------
Net cash used in financing activities                            (22,109)                (5,269)
                                                          ---------------------------------------------
                                                                                                       
NET CHANGE IN CASH                                                   ---                    ---        
                                                                                                       
CASH, BEGINNING OF PERIOD                                            ---                    ---        
                                                          ---------------------------------------------
                                                                                                       
CASH, END OF PERIOD                                             $    ---               $    ---        
                                                          =============================================
</TABLE>
 
                  See Notes to Condensed Financial Statements.

                                       4
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.


                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  (Unaudited)
                                        
1. Basis of Presentation

   Bell Atlantic - Delaware, Inc. is a wholly owned subsidiary of Bell Atlantic
Corporation (Bell Atlantic). The accompanying unaudited condensed financial
statements have been prepared based upon Securities and Exchange Commission
rules that permit reduced disclosure for interim periods.  These financial
statements reflect all adjustments that are necessary for a fair presentation of
results of operations and financial position for the interim periods shown
including normal recurring accruals. The results for the interim periods are not
necessarily indicative of results for the full year.  For a more complete
discussion of significant accounting policies and certain other information, you
should refer to the financial statements included in our 1998 Annual Report on
Form 10-K.

   We have reclassified certain amounts from prior year's data to conform to the
1999 presentation.

2. Dividend

   On May 3, 1999, we declared and paid a dividend in the amount of $6,200,000
to Bell Atlantic.

3. New Accounting Standards

Costs of Computer Software

   Effective January 1, 1999, we adopted Statement of Position (SOP) No. 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use."  Under SOP No. 98-1, we capitalize the cost of internal-use
software which has a useful life in excess of one year.  Such costs sometimes
include payroll-related costs for internally developed software. Subsequent
additions, modifications or upgrades to internal-use software are capitalized
only to the extent that they allow the software to perform a task it currently
does not perform.  Software maintenance and training costs are expensed in the
period in which they are incurred. Also, we now capitalize interest associated
with the development of internal-use software.

Costs of Start-Up Activities

   Effective January 1, 1999, we adopted SOP No. 98-5, "Reporting on the Costs
of Start-up Activities."  Under this accounting standard, we expense costs of
start-up activities as incurred, including pre-operating, pre-opening and other
organizational costs.

Derivatives and Hedging Activities

   In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities."  This statement requires that all
derivatives be measured at fair value and recognized as either assets or
liabilities on our balance sheet.  Changes in the fair values of derivative
instruments will be recognized in either earnings or comprehensive income,
depending on the designated use and effectiveness of the instruments.  We must
adopt SFAS No. 133 no later than January 1, 2000.  The adoption of SFAS No. 133
will have no material effect on our results of operations or financial condition
because we currently do not enter into the use of derivative instruments or
participate in hedging activities.
 
4.    Shareowner's Investment

<TABLE>
<CAPTION>
                                                                                          Accumulated
                                                                                             Other
                                                  Common             Reinvested          Comprehensive
(Dollars in Thousands)                             Stock              Earnings                Loss
---------------------------------------------------------------------------------------------------------
                                     
<S>                                         <C>                  <C>                  <C>
Balance at December 31, 1998                      $118,442              $59,656                $(178)
Net income                                                               13,612                          
                                             ------------------------------------------------------------
Balance at March 31, 1999                         $118,442              $73,268                $(178)
                                             ============================================================
</TABLE>
                                                                                
Net income and comprehensive income were the same for the three months ended 
March 31, 1999 and 1998.

                                       5
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.


5. Litigation and Other Contingencies

   Various legal actions and regulatory proceedings are pending to which we are
a party.  We have established reserves for specific liabilities in connection
with regulatory and legal matters that we currently deem to be probable and
estimable.  We do not expect that the ultimate resolution of pending regulatory
and legal matters in future periods will have a material effect on our financial
condition, but it could have a material effect on our results of operations.

6. Proposed Bell Atlantic - GTE Merger

   Bell Atlantic and GTE Corporation (GTE) have announced a proposed merger of
equals under a definitive merger agreement dated as of July 27, 1998.  Under the
terms of the agreement, GTE shareholders will receive 1.22 shares of Bell
Atlantic common stock for each share of GTE common stock that they own.  Bell
Atlantic shareholders will continue to own their existing shares after the
merger.

   It is expected that the merger will qualify as a pooling of interests, which
means that for accounting and financial reporting purposes the companies will be
treated as if they had always been combined.  The completion of the merger is
subject to a number of conditions, including certain regulatory approvals,
receipt of opinions that the merger will be tax-free, and the approval of the
shareholders of both Bell Atlantic and GTE.  Special meetings to vote on the
merger will be held on May 18, 1999 for GTE shareholders and on May 19, 1999 for
Bell Atlantic shareholders.

   Bell Atlantic and GTE are working diligently to complete the merger by the
end of 1999.  However, the companies must obtain the approval of a variety of
state and federal regulatory agencies and, accordingly, the merger may close in
the first half of 2000.

                                       6
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.


Item 2.  Management's Discussion and Analysis of Results of Operations
         (Abbreviated pursuant to General Instruction H(2).)

   This discussion should be read in conjunction with the Financial Statements
and Notes to Financial Statements.


RESULTS OF OPERATIONS
---------------------

   We reported net income of $13,612,000 for the three month period ended March
31, 1999, compared to net income of $9,523,000 for the same period in 1998.

   Our results for 1999 and 1998 were affected by special items.  The special
items in both periods include our allocated share of charges from Bell Atlantic
Network Services, Inc. (NSI).

   The following table shows how special items are reflected in our condensed
statements of income for each period:

<TABLE>
<CAPTION>
                                                          (Dollars in Thousands)
Three Months Ended March 31                               1999               1998
----------------------------------------------------------------------------------------
<S>                                                 <C>                <C>
Employee Costs                                 
 Merger transition costs                                 $ ---              $   3        
                                                                                         
Other Operating Expenses                                                                 
 Merger transition costs                                   ---                 13
 Allocated merger transition costs                         159                 27        
                                                   --------------------------------------
                                                         $ 159              $  43        
                                                   ======================================
</TABLE>

Merger-related Costs
--------------------

   In connection with the Bell Atlantic-NYNEX merger, which was completed in
August 1997, we recorded pre-tax transition and integration costs of $159,000 in
the first quarter of 1999 and $43,000 in the first quarter of 1998.

   Transition and integration costs consist of our proportionate share of costs
associated with integrating the operations of Bell Atlantic and NYNEX, such as
systems modifications costs and advertising and branding costs.  Transition and
integration costs are expensed as incurred.


OPERATING REVENUE STATISTICS
----------------------------

<TABLE>
<CAPTION>
                                                             1999              1998            % Change
-----------------------------------------------------------------------------------------------------------
At March 31                                        
-----------                                        
Access Lines in Service (in thousands)             
<S>                                                    <C>               <C>               <C>
 Residence                                                    367               347               5.8%
 Business                                                     215               207               3.9
 Public                                                         6                 6               ---
                                                      -----------------------------
                                                              588               560               5.0
                                                      =============================
Three Months Ended March 31                                 
---------------------------                                 
Access Minutes of Use (in millions)                           631               537              17.5
                                                      =============================
</TABLE>

                                       7
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

OPERATING REVENUES
------------------
(Dollars in Thousands)

<TABLE>
<CAPTION>
Three Months Ended March 31                            1999              1998
---------------------------------------------------------------------------------
<S>                                              <C>               <C>
Local services                                      $41,102           $38,842    
Network access services                              18,994            16,662    
Long distance services                                5,515             6,415    
Ancillary services                                    6,060             5,725    
                                               ----------------------------------
Total                                               $71,671           $67,644    
                                               ==================================
</TABLE>


LOCAL SERVICES REVENUES

   1999 - 1998                       Increase
--------------------------------------------------------------------------------
   First Quarter               $2,260         5.8%
--------------------------------------------------------------------------------


   Local services revenues are earned from the provision of local exchange,
local private line, public telephone (pay phone) and value-added services.
Value-added services are a family of services that expand the utilization of the
network. These services include products such as Caller ID, Call Waiting and
Return Call.

   Growth in local services revenues in the first quarter of 1999 was primarily
due to higher usage of our network facilities.  This growth was generated by an
increase in access lines in service of 5.0% from March 31, 1998.  Access line
growth primarily reflects higher demand for Centrex services and an increase in
additional residential lines.

   Local services revenue growth in the first quarter of 1999 also reflects
strong customer demand and usage of our data transport and digital services.
Revenues from our value-added services were boosted in the first quarter by
marketing and promotional campaigns offering new service packages.


NETWORK ACCESS SERVICES REVENUES

   1999 - 1998                       Increase
--------------------------------------------------------------------------------
   First Quarter               $2,332        14.0%
--------------------------------------------------------------------------------


   Network access services revenues are earned from end-user subscribers and
long distance and other competing carriers who use our local exchange facilities
to provide usage services to their customers.  Switched access revenues are
derived from fixed and usage-based charges paid by carriers for access to our
local network.  Special access revenues originate from carriers and end-users
that buy dedicated local exchange capacity to support their private networks.
End-user access revenues are earned from our customers and from resellers who
purchase dial-tone services.

   Network access services revenue growth in the first quarter of 1999 was
mainly attributable to higher customer demand, as reflected by growth in access
minutes of use of 17.5% from the first quarter of 1998. Volume growth also
reflects a continuing expansion of the business market, particularly for high-
capacity services. In the first three months of 1999, demand for special access
services was higher, reflecting a greater utilization of our network by Internet
service providers and other high-capacity users. Higher network usage by
alternative providers of intraLATA toll services and higher end-user revenues
attributable to an increase in access lines in service also contributed to
revenue growth in the first quarter of 1999.

   Volume-related growth was partially offset by net price reductions mandated
by a federal price cap plan.  The Federal Communications Commission (FCC)
regulates the rates that we charge long distance carriers and end-user
subscribers for interstate access services.  We are required to file new access
rates with the FCC each year under the rules of the Price Cap Plan.

   In July 1998, we implemented interstate price decreases of approximately
$600,000 on an annual basis.  These rates included amounts necessary to recover
our contribution to the FCC's universal service fund.  The FCC has created a
multi-billion dollar interstate fund to link schools and libraries to the
Internet and to subsidize low-income customers and rural health care providers.
Under the FCC's rules, all providers of interstate telecommunications services
must contribute to the fund.  Our contributions to the 

                                       8
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.


universal service fund are included in Other Operating Expenses. Our rates are
subject to change every quarter due to potential increases or decreases in our
contribution to the universal service fund. Changes in required contributions to
that fund increased rates by approximately $100,000 on an annual basis in
October 1998 and decreased rates by approximately $200,000 annually in April
1999. Rates were increased by approximately $400,000 on an annual basis in
January 1999 to reflect primarily the unification of pre-merger Bell Atlantic
and NYNEX access rates. These rates will be in effect through June 1999.


LONG DISTANCE SERVICES REVENUES

   1999 - 1998                      (Decrease)
-------------------------------------------------------------------------------
   First Quarter                $(900)       (14.0)%
-------------------------------------------------------------------------------

   Long distance services revenues are earned primarily from calls made to
points outside a customer's local calling area, but within our service area
(intraLATA toll). Other long distance services that we provide include 800
services and Wide Area Telephone Service (WATS).

   The decline in long distance services revenues was due to the competitive
effects of presubscription for intraLATA toll services. Presubscription, which
permits customers to use an alternative provider of their choice for intraLATA
toll calls without dialing a special access code when placing a call, was
introduced in 1997. In response to presubscription, we have implemented customer
win-back and retention initiatives that include toll calling discount packages
and product bundling offers. The adverse impact on long distance revenues as a
result of presubscription was partially mitigated by increased network access
services revenues for usage of our network by these alternative providers. These
revenue reductions were partially offset by additional revenues generated from
higher calling volumes.


ANCILLARY SERVICES REVENUES

   1999 - 1998                       Increase
-------------------------------------------------------------------------------
   First Quarter                 $335        5.9%
-------------------------------------------------------------------------------

   Our ancillary services include such services as billing and collections for
long distance carriers and affiliates, facilities rentals to affiliates and
nonaffiliates, collocation and usage of separately priced (unbundled) components
of our network by competitive local exchange carriers, voice messaging, customer
premises equipment (CPE) and wiring and maintenance services, and sales of
materials and supplies to affiliates. Ancillary services revenues also includes
fees paid by customers for nonpublication of telephone numbers and multiple
white page listings and fees paid by an affiliate for usage of our directory
listings.

   Ancillary services revenues were higher in the first quarter of 1999 due to a
combination of increased demand by long distance carriers and affiliates for
billing and collection services, growth in installation services revenues, and
higher payments received from competitive local exchange carriers for
interconnection of their network with our network and for the purchase of
unbundled network elements, as provided for by the Telecommunications Act of
1996. These revenue increases were partially offset by the recognition in 1998
of revenues associated with a marketing program.

                                       9
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.


OPERATING EXPENSES
------------------
(Dollars in Thousands)

<TABLE>
<CAPTION>
Three Months Ended March 31                                   1999              1998
------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>
Employee costs, including benefits and taxes                $10,548           $11,692     
Depreciation and amortization                                16,155            15,058     
Other operating expenses                                     19,938            22,637     
                                                      ------------------------------------
Total                                                       $46,641           $49,387     
                                                      ====================================
</TABLE>


EMPLOYEE COSTS

   1999 - 1998                      (Decrease)
-------------------------------------------------------------------------------
   First Quarter              $(1,144)       (9.8)%
-------------------------------------------------------------------------------

   Employee costs consist of salaries, wages and other employee compensation,
employee benefits and payroll taxes paid directly by us.  Similar costs incurred
by employees of NSI, who provide centralized services on a contract basis, are
allocated to us and are included in Other Operating Expenses.

   Employee costs decreased in the first quarter of 1999 primarily as a result
of lower work force levels and a reduction in associate overtime pay.  Employee
costs were further reduced by lower pension and benefit costs.  The reduction in
pension and benefit costs was due to a number of factors, including lower
pension costs as a result of favorable pension plan investment returns and
changes in plan provisions and actuarial assumptions.  These factors were
offset, in part, by higher savings plan contributions, increased healthcare
costs caused by inflation, and benefit plan improvements provided for under new
contracts with associate employees.

   These cost reductions were offset, in part, by annual salary and wage
increases for management and associate employees.


DEPRECIATION AND AMORTIZATION

   1999 - 1998                       Increase
-------------------------------------------------------------------------------
   First Quarter               $1,097        7.3%
-------------------------------------------------------------------------------


   Depreciation and amortization expense increased in the first quarter of 1999
over the same period in 1998 principally as a result of growth in depreciable
telephone plant and changes in the mix of plant assets.  The adoption of
Statement of Position (SOP) No. 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" also contributed to the
increase in depreciation and amortization expense in the first quarter of 1999,
but to a lesser extent.  Under this new accounting standard, computer software
developed or obtained for internal use is now capitalized and amortized.
Previously, we expensed most of these software purchases as incurred.  For
additional information on SOP No. 98-1, see Note 3 to the condensed financial
statements.

   These expense increases were partially offset by the effect of lower rates of
depreciation and amortization.

                                       10
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.


OTHER OPERATING EXPENSES

   1999 - 1998                      (Decrease)
-------------------------------------------------------------------------------
   First Quarter             $(2,699)        (11.9)%
-------------------------------------------------------------------------------

   Other operating expenses consist of contract services including centralized
services expenses allocated from NSI, rent, network software costs, operating
taxes other than income, the provision for uncollectible accounts receivable,
and other costs.

   The decrease in other operating expenses in the first quarter of 1999 was
largely attributable to the adoption of SOP No. 98-1. Lower purchases of routine
maintenance software further contributed to the decline in other operating
expenses.

   These decreases were offset, in part, by higher centralized services expenses
allocated from NSI.  The rise in centralized services expenses incurred at NSI
was primarily caused by higher contract services costs and additional Year 2000
readiness costs, partially offset by lower employee costs at NSI.


OTHER INCOME, NET

   1999 - 1998                       Increase
-------------------------------------------------------------------------------
   First Quarter                 $28         71.8%
-------------------------------------------------------------------------------


   The change in other income, net, was attributable to additional interest
income, principally from our short-term investments.


INTEREST EXPENSE

   1999 - 1998                      (Decrease)
-------------------------------------------------------------------------------
   First Quarter               $(221)        (9.3)%
-------------------------------------------------------------------------------


   Interest expense includes costs associated with borrowings and capital
leases, net of interest capitalized as a cost of acquiring or constructing plant
assets.

   Interest expense decreased in the first quarter of 1999 over the same period
in 1998 principally due to the effect of refinancing long-term debt with short-
term debt at a more favorable interest rate in November 1998.  This decrease was
partially offset by a reduction in capitalized interest costs resulting from
lower levels of average telephone plant under construction.


EFFECTIVE INCOME TAX RATES

   Three Months Ended March 31
-------------------------------------------------------------------------------
   1999                           40.7%
-------------------------------------------------------------------------------
   1998                           40.2%
-------------------------------------------------------------------------------


   The effective income tax rate is the provision for income taxes as a
percentage of income before the provision for income taxes.  Our effective
income tax rate was higher in the first quarter of 1999 principally due to
income tax credits recorded in 1998.

                                       11
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.


FINANCIAL CONDITION
-------------------

   We use the net cash generated from operations and from external financing to
fund capital expenditures for network expansion and modernization, and pay
dividends.  While current liabilities exceeded current assets at both March 31,
1999 and 1998 and December 31, 1998, our sources of funds, primarily from
operations and, to the extent necessary, from readily available financing
arrangements with an affiliate, are sufficient to meet ongoing operating
requirements. Management expects that presently foreseeable capital requirements
will continue to be financed primarily through internally generated funds.
Additional long-term debt may be needed to fund development activities or to
maintain our capital structure to ensure financial flexibility.

   As of March 31, 1999, we had $16,826,000 of an unused line of credit with an
affiliate, Bell Atlantic Network Funding Corporation.  Our debt securities
continue to be accorded high ratings by primary rating agencies.  Subsequent to
the announcement of the Bell Atlantic - GTE merger, rating agencies have
maintained current credit ratings, but have placed our ratings under review for
potential downgrade.

   Our debt ratio was 40.3% at March 31, 1999, compared to 48.8% at March 31,
1998 and 45.7% at December 31, 1998.

   On May 3, 1999, we declared and paid a dividend in the amount of $6,200,000
to Bell Atlantic.



OTHER MATTERS
-------------

Recent Accounting Pronouncement - Derivatives and Hedging Activities

   In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities."  This statement requires that all
derivatives be measured at fair value and recognized as either assets or
liabilities on our balance sheet.  Changes in the fair values of the derivative
instruments will be recognized in either earnings or comprehensive income,
depending on the designated use and effectiveness of the instruments.  We must
adopt SFAS No. 133 no later than January 1, 2000.  The adoption of SFAS No. 133
will have no material effect on our results of operations or financial condition
because we currently do not enter into the use of derivative instruments or
participate in hedging activities.

Year "2000" Update

   Bell Atlantic has a comprehensive program to evaluate and address the impact
of the Year 2000 date transition on its subsidiaries' operations, including our
operations.  This program includes steps to:

   .  inventory and assess for Year 2000 compliance our equipment, software and
        systems;

   .  determine whether to remediate, replace or retire noncompliant items, and
        establish a plan to accomplish these steps;

   .  remediate, replace or retire the items;

   .  test the items, where required; and

   .  provide management with reporting and issues management to support a 
      seamless transition to the Year 2000.

State of Readiness

   For Bell Atlantic's operating telephone subsidiaries, centralized services
   entities and general corporate operations, the program focuses on the
   following project groups: Network Elements, Applications and Support Systems,
   and Information Technology Infrastructure.  At this time, Bell Atlantic has
   virtually completed the inventory, assessment and detailed planning phases
   for these projects. Remediation/replacement/retirement and testing activities
   are well underway. Bell Atlantic plans to fix, replace or retire those items
   that were not Year 2000 compliant and that require action to avoid service
   impact.  Bell Atlantic's goal for these operations is to have its network and
   other mission critical systems Year 2000 compliant (including testing) by
   June 30, 1999.  Bell Atlantic is on schedule to achieve this goal for
   substantially all of its network and other mission critical systems.  What
   follows is a more detailed breakdown of Bell Atlantic's efforts to date.

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                        Bell Atlantic - Delaware, Inc.

 . Network Elements

   Approximately 350 different types of network elements (such as central office
   switches) appear in over one hundred thousand instances.  When combined in
   various ways and using network application systems, these elements are the
   building blocks of customer services and networked information transmission
   of all kinds.  Bell Atlantic originally assessed approximately 70% of these
   element types, representing over 90% of all deployed network elements, as
   Year 2000 compliant.  Late in 1998, through additional testing and
   verification, it determined that certain network elements, originally
   represented as having no Year 2000-related service impact, were likely to
   cause service issues unless remediated.  As a result, Bell Atlantic had an
   increase in the overall number of network elements requiring repair.
   Notwithstanding the additional work effort, as of March 31, 1999, Bell
   Atlantic had repaired or replaced approximately 60% of the deployed network
   elements requiring remediation, and certification testing/evaluation is well
   underway.  Bell Atlantic also has made substantial progress on the remaining
   network elements.  Although Bell Atlantic is generally on track to achieve
   its June 30, 1999 goal for network elements, it is possible that the
   timeframe for compliance of a small number of network elements may extend
   into July or August, without any impact on customer service or its
   operations.

 . Application and Support Systems

   Bell Atlantic has approximately 1,200 application and systems that support:
   (i) the administration and maintenance of its network and customer service
   functions (network information systems); (ii) customer care and billing
   functions; and (iii) human resources, finance and general corporate
   functions.  Bell Atlantic originally assessed approximately 48% of these
   application systems as either compliant or to be retired.  As of March 31,
   1999, Bell Atlantic has successfully completed certification
   testing/evaluation of approximately 73% of all application systems.  Bell
   Atlantic also has made substantial progress on the remaining application
   systems.  Although Bell Atlantic is generally on track to achieve its June
   30, 1999 goal for applications and support systems, it is possible that the
   timeframe for compliance of a small number of applications and support
   systems may extend into July or August, without any impact on customer
   service or its operations.

 . Information Technology Infrastructure

   Approximately 40 mainframe, 1,000 mid-range, and 90,000 personal computers,
   related network components and software products comprise Bell Atlantic's
   information technology (IT) infrastructure.  Of the approximately 1,350
   unique types of elements in the inventory for the IT infrastructure, Bell
   Atlantic originally assessed approximately 73% as compliant or to be retired.
   As of March 31, 1999, Bell Atlantic has successfully completed certification
   testing/evaluation of approximately 95% of all mission critical element
   types.  Bell Atlantic has made substantial progress on the remaining items
   and is on track to achieve its June 30, 1999 goal.

   Bell Atlantic's Year 2000 program also includes a project to review and
remediate affected systems (including those with embedded technology) within its
buildings and other facilities, a project to assure Year 2000 compliance across
all of its internal business processes, and other specific projects directed
towards insuring it meets its Year 2000 objectives.

   Third Party Issues

   . Vendors

     In general, Bell Atlantic's product vendors have made available either Year
     2000-compliant versions of their offerings or new compliant products as
     replacements of discontinued offerings.  In some cases, the compliance
     "status" of the product in question is based on vendor-provided
     information, which remains subject to Bell Atlantic testing and
     verification activities.  In several instances, vendors have not met
     original delivery schedules, resulting in delayed testing and deployment.
     At this time, Bell Atlantic does not anticipate that such delays will have
     a material impact on its ability to achieve Year 2000 compliance within its
     desired timeframes.

     Bell Atlantic is continuing Year 2000-related discussions with utilities
     and similar services providers.  In general, information requests to such
     services providers have yielded less meaningful information than inquiries
     to its product vendors, and Bell Atlantic does not yet have sufficient
     information to determine whether key utilities and similar service
     providers will successfully complete the Year 2000 transition.  However,
     Bell Atlantic is now beginning to engage in more productive discussions
     with large utilities servicing its facilities and it is hopeful that these
     discussions will provide additional assurance of Year 2000 compliance for
     those entities.  At the present time, Bell Atlantic remains unable to
     determine the Year 2000 readiness of most key utilities and similar service
     providers or the likelihood that those providers will successfully complete
     the Year 2000 transition.  Bell Atlantic intends to

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                        Bell Atlantic - Delaware, Inc.


     monitor critical service provider activities, as appropriate, through the
     completion of their respective remediation projects.

  .  Customers

     Bell Atlantic's customers remain keenly interested in the progress of its
     Year 2000 efforts, and it anticipates increased demand for information,
     including detailed testing data and company-specific responses.  Bell
     Atlantic is providing limited warranties of Year 2000 compliance for
     certain new telecommunications services and other offerings, but it does
     not expect any resulting warranty costs to be material.

  .  Interconnecting Carriers

     Bell Atlantic's network operations interconnect with domestic and
     international networks of other carriers.  If one of these interconnecting
     carriers should fail or suffer adverse impact from a Year 2000 problem,
     Bell Atlantic's customers could experience impairment of service.

Costs

   From the inception of Bell Atlantic's Year 2000 project through March 31,
1999, and based on the cost tracking methods it has historically applied to this
project, Bell Atlantic has incurred total pre-tax expenses of approximately $138
million, and it has made capital expenditures of approximately $89 million.  For
1999, Bell Atlantic expects to incur total pre-tax expenses for its Year 2000
project of approximately $75 million to $150 million (approximately $16 million
of which was incurred through March 31, 1999) and total capital expenditures of
$75 million to $125 million (approximately $9 million of which was incurred
through March 31, 1999).

   Bell Atlantic has investments in various joint ventures and other interests.
At this time, Bell Atlantic does not anticipate that the impact of any Year 2000
remediation costs that they incur will be material to its results of operations.

Risks

   The failure to correct a material Year 2000 problem could cause an
interruption or failure of certain of Bell Atlantic's normal business functions
or operations, which could have a material adverse effect on its results of
operations, liquidity or financial condition; however, it considers such a
likelihood remote.  Due to the uncertainty inherent in other Year 2000 issues
that are ultimately beyond Bell Atlantic's control, including, for example, the
final Year 2000 readiness of its suppliers, customers, interconnecting carriers,
and joint venture and investment interests, it is unable to determine at this
time the likelihood of a material impact on its results of operations, liquidity
or financial condition, due to such Year 2000 issues.  However, Bell Atlantic is
taking appropriate prudent measures to mitigate that risk.  Bell Atlantic
anticipates that, in the event of any material interruptions or failures of its
service resulting from actual or perceived Year 2000 problems within or beyond
our control, it could be subject to third party claims.

Contingency Plans

   As a public telecommunications carrier, Bell Atlantic has had considerable
experience successfully dealing with natural disasters and other events
requiring contingency planning and execution.  As part of Bell Atlantic's
efforts to develop appropriate Year 2000 contingency plans, it is reviewing its
existing Emergency Preparedness and Disaster Recovery plans for any necessary
modifications.

   Bell Atlantic has developed, where appropriate, contingency plans for
addressing delays in remediation activities.  For example, delay in the
installation of a new Year 2000 compliant system could require remediation of
the existing system.  It is also developing a corporate Year 2000 contingency
plan to ensure that core business functions and key support processes are in
place for uninterrupted processing and service, in the event of external (e.g.
power, public transportation, water), internal or supply chain failures (i.e.
critical dependencies on another entity for information, data or services).
Bell Atlantic has prepared an initial draft of its corporate Year 2000
contingency plan and it is continuing to refine and enhance that plan.

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                        Bell Atlantic - Delaware, Inc.


                          PART II - OTHER INFORMATION
                                        
Item 1.    Legal Proceedings

           There were no proceedings reportable under this Item.

Item 6.    Exhibits and Reports on Form 8-K


           (a)  Exhibits:

                Exhibit Number

                27   Financial Data Schedule.


           (b) There were no Current Reports on Form 8-K filed during the 
               quarter ended March 31, 1999.

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                        Bell Atlantic - Delaware, Inc.


                                  SIGNATURES
                                        

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                    BELL ATLANTIC - DELAWARE, INC.



Date:  May 12, 1999                 By  /s/ Edwin F. Hall
                                       -------------------------------------
                                            Edwin F. Hall
                                            Controller



       UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MAY 6, 1999.

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