<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, 1997

                                      OR

       [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from      to


                         Commission File Number 1-6964


                        BELL ATLANTIC - VIRGINIA, INC.


A Virginia Corporation             I.R.S. Employer Identification No. 54-0167060


                600 East Main Street, Richmond, Virginia  23219


                        Telephone Number (804) 225-6300

                             ---------------------

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 - Virginia, Inc.

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                  STATEMENTS OF INCOME AND REINVESTED EARNINGS
                                  (Unaudited)
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
 
 
                                                              Three months ended
                                                                   March 31,
                                                              ------------------
                                                               1997       1996
                                                              --------  --------
<S>                                                           <C>       <C>

OPERATING REVENUES (including $1,152 
     and $804 from affiliates).............................   $512,631  $558,577
                                                              --------  --------
 
OPERATING EXPENSES
     Employee costs, including benefits and taxes..........     82,962    88,855
     Depreciation and amortization.........................    106,560   101,519
     Other (including $123,084 and $121,406 to affiliates).    183,484   198,114
                                                              --------  --------
                                                               373,006   388,488
                                                              --------  --------
 
OPERATING INCOME...........................................    139,625   170,089
 
OTHER EXPENSE, NET (including $39 
     and $201 from affiliate)..............................      1,335       953
 
INTEREST EXPENSE (including $439 
     and $206 to affiliate)................................     16,140    15,929
                                                              --------  --------
 
Income Before Provision for Income Taxes and
     Cumulative Effect of Change in Accounting Principle...    122,150   153,207
 
PROVISION FOR INCOME TAXES.................................     46,844    58,261
                                                              --------  --------
 
Income Before Cumulative Effect of Change
     in Accounting Principle...............................     75,306    94,946
 
CUMULATIVE EFFECT OF CHANGE IN
     ACCOUNTING PRINCIPLE
     Directory Publishing, Net of Tax......................        ---    16,423
                                                              --------  --------
 
NET INCOME.................................................   $ 75,306  $111,369
                                                              ========  ========
 
 
REINVESTED EARNINGS
     At beginning of period................................   $208,348  $169,629
     Add:  net income......................................     75,306   111,369
                                                              --------  --------
                                                               283,654   280,998
     Deduct:  dividends....................................     45,200    12,246
              other changes................................     12,774       113
                                                              --------  --------
     At end of period......................................   $225,680  $268,639
                                                              ========  ========
</TABLE>


                       See Notes to Financial Statements.

                                       1
<PAGE>
 
                        Bell Atlantic - Virginia, Inc.

                                 BALANCE SHEETS
                                  (Unaudited)
                             (Dollars in Thousands)


                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
 
                                                   March 31,   December 31,
                                                      1997         1996
                                                   ----------  ------------
<S>                                                <C>         <C>
 
CURRENT ASSETS
Short-term investments...........................  $   36,551    $   32,651
Note receivable from affiliate...................      27,644           ---
Accounts receivable:
     Trade and other, net of allowances for
          uncollectibles of $28,764 and $30,778..     429,976       464,852
     Affiliates..................................      32,936        31,327
Material and supplies............................      13,007         9,927
Prepaid expenses.................................      17,495        45,188
Other............................................         341           323
                                                   ----------    ----------
                                                      557,950       584,268
                                                   ----------    ----------
 
PLANT, PROPERTY AND EQUIPMENT....................   5,698,766     5,636,757
Less accumulated depreciation....................   3,042,022     2,970,105
                                                   ----------    ----------
                                                    2,656,744     2,666,652
                                                   ----------    ----------
 
OTHER ASSETS.....................................      33,739        45,690
                                                   ----------    ----------
 
TOTAL ASSETS.....................................  $3,248,433    $3,296,610
                                                   ==========    ==========
</TABLE>


                      See Notes to Financial Statements.

                                       2
<PAGE>
 
                        Bell Atlantic - Virginia, Inc.

                                 BALANCE SHEETS
                                  (Unaudited)
                             (Dollars in Thousands)


                    LIABILITIES AND SHAREOWNER'S INVESTMENT
                    ---------------------------------------
<TABLE>
<CAPTION>
 
                                                     March 31,      December 31,
                                                        1997            1996
                                                     ----------     ------------
<S>                                                  <C>            <C>
 
CURRENT LIABILITIES
Debt maturing within one year:
     Note payable to affiliate..................     $      ---       $   52,715
     Other......................................          1,086              968
Accounts payable and accrued liabilities:
     Affiliates.................................        198,430          229,768
     Other......................................        334,740          313,438
Other liabilities...............................         64,731           68,301
                                                     ----------       ----------
                                                        598,987          665,190
                                                     ----------       ----------
 
LONG-TERM DEBT..................................        946,088          945,987
                                                     ----------       ----------
 
EMPLOYEE BENEFIT OBLIGATIONS....................        409,285          410,666
                                                     ----------       ----------
 
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes...........................        111,520          108,012
Unamortized investment tax credits..............         19,577           20,405
Other...........................................         63,611           64,317
                                                     ----------       ----------
                                                        194,708          192,734
                                                     ----------       ----------
SHAREOWNER'S INVESTMENT
Common stock - one share, without par value,
     owned by parent............................        873,685          873,685
Reinvested earnings.............................        225,680          208,348
                                                     ----------       ----------
                                                      1,099,365        1,082,033
                                                     ----------       ----------
 
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT...     $3,248,433       $3,296,610
                                                     ==========       ==========
</TABLE>


                       See Notes to Financial Statements.

                                       3
<PAGE>
 
                        Bell Atlantic - Virginia, Inc.

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

<TABLE> 
<CAPTION> 

                                                           Three months ended
                                                                March 31,
                                                          ---------------------
                                                            1997         1996
                                                          ---------   ---------
<S>                                                       <C>         <C> 

NET CASH PROVIDED BY OPERATING ACTIVITIES..............   $ 240,883   $ 201,407
                                                          ---------   ---------
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in short-term investments...................      (3,900)    (13,200)
Additions to plant, property and equipment.............    (100,667)    (82,713)
Net change in note receivable from affiliate...........     (27,644)    (42,716)
Other, net.............................................       3,631       5,309
                                                          ---------   ---------
Net cash used in investing activities..................    (128,580)   (133,320)
                                                          ---------   ---------
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
Principal repayments of capital lease obligations......        (257)       (240)
Net change in note payable to affiliate................     (52,715)    (53,590)
Dividends paid.........................................     (45,200)    (12,246)
Net change in outstanding checks drawn
     on controlled disbursement accounts...............     (14,131)     (2,011)
                                                          ---------   ---------
Net cash used in financing activities..................    (112,303)    (68,087)
                                                          ---------   ---------
 
NET CHANGE IN CASH.....................................         ---         ---


CASH, BEGINNING OF PERIOD..............................         ---         ---
                                                          ---------   ---------


CASH, END OF PERIOD....................................   $     ---   $     ---
                                                          =========   =========
</TABLE> 


                       See Notes to Financial Statements.


                                       4
<PAGE>
 
                        Bell Atlantic - Virginia, Inc.

                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

1.   BASIS OF PRESENTATION

     The Company has prepared the accompanying unaudited financial statements
based upon Securities and Exchange Commission rules that permit reduced
disclosure for interim periods. Management believes that these financial
statements reflect all adjustments which are necessary for a fair presentation
of the Company's results of operations and financial position, which consist of
only normal recurring accruals. For a more complete discussion of significant
accounting policies and certain other information, refer to the financial
statements filed with the Company's 1996 Form 10-K.

2.   DIVIDEND

     On May 1, 1997, the Company declared and paid a dividend in the amount of
$103,800,000 to Bell Atlantic Corporation (Bell Atlantic).

3.   TRANSFER OF DIRECTORY PUBLISHING ACTIVITIES

     On January 1, 1997, the Company transferred, at net book value without gain
or loss, certain assets and liabilities associated with its directory publishing
activities to a newly formed, wholly owned subsidiary. The stock of the
subsidiary was immediately distributed to Bell Atlantic. The transfer of such
assets and liabilities was completed as part of Bell Atlantic and the Company's
response to the requirements of the Telecommunications Act of 1996, which
prohibits the Company from engaging in electronic publishing or joint sales and
marketing of electronic products.

     Net assets transferred by the Company totaled approximately $12,700,000,
and consisted of deferred directory production costs (included in prepaid
expenses), fixed assets, and related deferred tax liabilities.

     Revenues and direct expenses related to the Company's directory publishing
activities transferred were approximately $81,700,000 and $34,600,000,
respectively, for the three month period ended March 31, 1996.  The Company does
not separately identify indirect expenses attributable to the directory
publishing activities, including expenses related to billing and data management
and processing services, legal, external affairs, depreciation, interest expense
and any corresponding tax expense.

4.   PROPOSED BELL ATLANTIC - NYNEX MERGER

     Bell Atlantic and NYNEX Corporation announced a proposed merger of equals
under a definitive merger agreement entered into on April 21, 1996 and amended
on July 2, 1996.  At special meetings held in November 1996, stockholders of
both companies approved the merger.  The completion of the merger is subject to
a number of conditions, including certain regulatory reviews, all but one of
which have been completed, and receipt of opinions that the merger will be tax
free.  Bell Atlantic expects to close the merger in the second quarter of 1997.

                                       5
<PAGE>
 
                        Bell Atlantic - Virginia, 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
---------------------

     The Company reported net income of $75,306,000 for the three month period
ended March 31, 1997, compared to net income of $111,369,000 for the same period
in 1996.

     Effective January 1, 1997, the Company transferred, at net book value
without gain or loss, certain assets and liabilities associated with its
directory publishing activities to a newly formed, wholly owned subsidiary. See
"Factors That May Impact Future Results - Federal Legislation - Directory
Publishing Activities" on page 12 for further discussion of this issue.

     In addition, the Company changed its method of accounting for directory
publishing revenues and expenses, effective January 1, 1996.  The Company
adopted the point-of-publication method, which requires directory revenues and
expenses to be recognized upon publication rather than over the lives of the
directories.  The Company recorded an after-tax increase in income of
$16,423,000 in the first quarter of 1996, representing the cumulative effect of
this accounting change.  As a result of this change, results of operations for
the first three quarters of 1996 have been restated.

     Other items affecting the comparison of the Company's results of operations
for the three month periods ended March 31, 1997 and 1996 are discussed in the
following sections. This Management's Discussion and Analysis should also be
read in conjunction with the Company's 1996 Annual Report on Form 10-K.

<TABLE>
<CAPTION>
 
OPERATING REVENUES
------------------
(Dollars in Thousands)
 
Three Month Period Ended March 31                     1997                 1996
--------------------------------------------------------------------------------
<S>                                                <C>                  <C> 

Transport Services
    Local service..........................        $226,678             $209,271
    Network access.........................         160,178              150,552
    Toll service...........................          18,687               24,504
Ancillary Services
    Directory publishing...................           2,528               84,395
    Other..................................          23,130               23,753
Value-added Services.......................          81,430               66,102
                                                   --------             --------
Total......................................        $512,631             $558,577
                                                   ========             ========
</TABLE>

                                       6
<PAGE>
 
                        Bell Atlantic - Virginia, Inc.

<TABLE>
<CAPTION>

TRANSPORT SERVICES OPERATING STATISTICS
---------------------------------------
                                                                      Percentage
                                                                       Increase
                                                    1997   1996       (Decrease)
--------------------------------------------------------------------------------
 
At March 31
-----------
<S>                                                <C>     <C>        <C>
  Access Lines in Service (In thousands)*
    Residence.................................     2,008   1,934            3.8%
    Business..................................     1,193   1,123            6.2
    Public....................................        41      40            2.5
                                                   -----   -----
                                                   3,242   3,097            4.7
                                                   =====   =====
 
Three Month Period Ended March 31
---------------------------------
  Access Minutes of Use (In millions)
    Interstate................................     2,905   2,762            5.2
    Intrastate................................       747     763           (2.1)
                                                   -----   -----
                                                   3,652   3,525            3.6
                                                   =====   =====
 
  Toll Messages (In thousands)
    Intrastate................................    20,283  27,563          (26.4)
    Interstate................................     3,474   3,633           (4.4)
                                                  ------  ------
                                                  23,757  31,196          (23.8)
                                                  ======  ======
</TABLE> 

  * 1996 reflects a restatement of access lines in service


LOCAL SERVICE REVENUES

     1997-1996                         Increase
--------------------------------------------------------------------------------
     Three Months            $17,407             8.3%
--------------------------------------------------------------------------------

     Local service revenues are earned by the Company from the provision of
local exchange, local private line and public telephone (pay phone) services.

     Higher usage of the Company's network facilities was the primary reason for
the increase in local service revenues in the first quarter of 1997.  This
growth was generated by an increase in access lines in service of 4.7% from
March 31, 1996, and higher message volumes.  Strong access line growth reflects
higher demand for Centrex services and an increase in second residential lines.
Higher revenues from private line and switched data services also contributed to
the revenue growth in the first quarter of 1997.

     For a discussion of the Telecommunications Act of 1996, which will open the
local exchange market to competition, see "Factors That May Impact Future
Results" beginning on page 11.


NETWORK ACCESS REVENUES

     1997-1996                         Increase
--------------------------------------------------------------------------------
     Three Months            $9,626              6.4%
--------------------------------------------------------------------------------

     Network access revenues are earned from long distance carriers for their
use of the Company's local exchange facilities in providing long distance
services to their customers, and from end-user subscribers. Switched access
revenues are derived from usage-based charges paid by long distance carriers for
access to the Company's network. Special access revenues arise from access
charges paid by long distance carriers and end-users who have private networks.
End-user access revenues are earned from local exchange carrier customers who
pay for access to the network.

                                       7
<PAGE>
 
                        Bell Atlantic - Virginia, Inc.

     Network access revenues increased in the first quarter of 1997 principally
due to higher customer demand as reflected by growth in access minutes of use of
3.6% from March 31, 1996. Volume growth was boosted by the expansion of the
business market, particularly for high capacity services. Higher end-user
revenues attributable to an increase in access lines in service also contributed
to revenue growth in the first quarter of 1997. Reported growth in access
minutes of use and revenues was negatively affected by increased calling volumes
during the first quarter of 1996 caused by severe winter storms.

     For a discussion of Federal Communications Commission (FCC) rulemakings
concerning access charges, price caps and universal service, see "Factors That
May Impact Future Results - Recent Developments - FCC Orders" beginning on page
12.


TOLL SERVICE REVENUES

     1997-1996                        (Decrease)
--------------------------------------------------------------------------------
     Three Months            $(5,817)          (23.7)%
--------------------------------------------------------------------------------

     Toll service revenues are earned primarily from calls made outside a
customer's local calling area, but within the same service area of the Company,
referred to as Local Access and Transport Areas (LATAs).  Other toll services
include 800 services and Wide Area Telephone Service (WATS).

     The decrease in toll service revenues was principally due to the effects of
extended local calling areas.  Toll message volumes, which declined by 23.8%,
were negatively impacted by the extension of local calling areas, as well as the
effect of storm-driven usage experienced in the first quarter of 1996.

     The Company expects that competition for toll services and the extension of
local calling areas will continue to negatively impact future revenue growth.
See "Factors That May Impact Future Results - Competition - IntraLATA Toll
Services" on page 13 for a further discussion of toll service revenue issues.


DIRECTORY PUBLISHING REVENUES

     1997-1996                        (Decrease)
--------------------------------------------------------------------------------
     Three Months            $(81,867)         (97.0)%
--------------------------------------------------------------------------------

     As described earlier, the Company transferred certain assets and
liabilities associated with its directory publishing activities to a newly
formed, wholly owned subsidiary, effective January 1, 1997. As a result,
revenues associated with directory publishing activities transferred are no
longer earned by the Company. The Company's directory publishing revenues in
1997 are earned primarily from fees for non-publication of telephone numbers,
multiple white page listings and usage of directory listings. See "Factors That
May Impact Future Results - Federal Legislation - Directory Publishing
Activities" on page 12 for further discussion of this issue.

     The decrease in directory publishing revenues was principally due to the
transfer of directory publishing activities.


OTHER ANCILLARY SERVICES REVENUES

     1997-1996                        (Decrease)
--------------------------------------------------------------------------------
     Three Months            $(623)             (2.6)%
--------------------------------------------------------------------------------

     Other ancillary services include billing and collection services provided
to long distance carriers, facilities rental services provided to affiliates and
non-affiliates, and sales of materials and supplies to affiliates.

     Other ancillary services revenues decreased principally due to lower sales
of materials and supplies to affiliates. This decrease was partially offset by
higher facilities rental revenues from affiliates.

                                       8
<PAGE>
 
                        Bell Atlantic - Virginia, Inc.

VALUE-ADDED SERVICES REVENUES

     1997-1996                         Increase
--------------------------------------------------------------------------------
     Three Months            $15,328            23.2%
--------------------------------------------------------------------------------

     Value-added services represent a family of services which expand the
utilization of the network.  These services include products such as voice
messaging services, Caller ID, Call Waiting, and Return Call, as well as more
mature products and other customer premises wiring and maintenance services.

     Value-added services revenues were higher in the first quarter of 1997
principally as a result of an increase in federal government contract billing
for customer premises services and equipment.  Improved revenue growth from
value-added services is also a result of increased marketing and promotional
efforts which have stimulated customer demand and usage.  Demand for value-added
services also has been fueled by the introduction of new and enhanced optional
features.

<TABLE>
<CAPTION>

 
OPERATING EXPENSES
------------------
(Dollars in Thousands)
 
Three Month Period Ended March 31                            1997          1996
--------------------------------------------------------------------------------
<S>                                                       <C>           <C> 
                                                                       
Employee costs, including benefits and taxes......        $ 82,962      $ 88,855
Depreciation and amortization.....................         106,560       101,519
Other operating expenses..........................         183,484       198,114
                                                          --------      --------
Total.............................................        $373,006      $388,488
                                                          ========      ========
</TABLE>

EMPLOYEE COSTS

     1997-1996                        (Decrease)
--------------------------------------------------------------------------------
     Three Months            $(5,893)           (6.6)%
--------------------------------------------------------------------------------

     Employee costs consist of salaries, wages and other employee compensation,
employee benefits and payroll taxes paid directly by the Company.  Similar costs
incurred by employees of Bell Atlantic Network Services, Inc. (NSI), who provide
centralized services on a contract basis, are allocated to the Company and are
included in other operating expenses.

     The decrease in employee costs was primarily as a result of lower benefit
costs.  The reduction in benefit costs was caused by a number of factors,
including an increase in the discount rate used to develop pension and
postretirement benefit costs, favorable pension plan asset returns and lower
than expected medical claims.  The Company expects the lower level of benefit
costs to continue for the remainder of 1997.  A decline in repair and
maintenance activity in the first quarter of 1997 further reduced employee
costs.  These cost reductions were partially offset by annual salary and wage
increases, the effect of higher work force levels, and increased overtime pay
principally as a result of higher business volumes.


DEPRECIATION AND AMORTIZATION

     1997-1996                         Increase
--------------------------------------------------------------------------------
     Three Months            $5,041              5.0%
--------------------------------------------------------------------------------

     The Company uses the composite group remaining life method to depreciate
plant assets. Under this method, the Company periodically revises depreciation
rates based on a number of factors. The composite depreciation rate was 7.67%
for the three month period ended March 31, 1997, compared to 7.74% for the same
period in 1996.

     Depreciation and amortization increased in the first quarter of 1997
principally due to growth in depreciable telephone plant. This increase was
slightly offset by the effect of lower rates of depreciation and amortization.

                                       9
<PAGE>
 
                        Bell Atlantic - Virginia, Inc.

OTHER OPERATING EXPENSES

     1997-1996                        (Decrease)
--------------------------------------------------------------------------------
     Three Months            $(14,630)          (7.4)%
--------------------------------------------------------------------------------

     Other operating expenses consist primarily 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.

     As a result of the transfer of directory publishing activities, certain
direct and allocated expenses related to the activities transferred are no
longer incurred by the Company. See "Factors That May Impact Future Results -
Federal Legislation - Directory Publishing Activities" on page 12 for further
discussion of this issue.

     The decrease in other operating expenses was largely attributable to the
transfer of directory publishing activities.  This decrease was partially offset
by higher costs for materials and contracted services.


OTHER EXPENSE, NET

     1997-1996                         Increase
--------------------------------------------------------------------------------
     Three Months                        $382
--------------------------------------------------------------------------------

     The change in other expense, net, was attributable to reduced interest
income related to a note receivable from an affiliate and higher nonoperating
costs incurred in the first quarter of 1997.


INTEREST EXPENSE

     1997-1996                         Increase
--------------------------------------------------------------------------------
     Three Months            $211                1.3%
--------------------------------------------------------------------------------

     Interest expense increased principally due to the effect of higher levels
of average short-term debt during the first quarter of 1997.


EFFECTIVE INCOME TAX RATES

     Three Months Ended March 31
--------------------------------------------------------------------------------
     1997                               38.3%
--------------------------------------------------------------------------------
     1996                               38.0%
--------------------------------------------------------------------------------

     The effective income tax rate is the provision for income taxes as a
percentage of income before provision for income taxes and cumulative effect of
change in accounting principle.  The Company's effective income tax rate was
higher in the first quarter of 1997 principally as a result of a reduction in
the recognition of tax credits.

                                      10
<PAGE>
 
                        Bell Atlantic - Virginia, Inc.

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

     The Company uses 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, 1997 and December 31, 1996, the Company's 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 the Company's capital structure to ensure financial flexibility.

     As of March 31, 1997, the Company had $200,000,000 of an unused line of
credit with an affiliate, Bell Atlantic Network Funding Corporation. In
addition, the Company had $100,000,000 remaining under a shelf registration
statement filed with the Securities and Exchange Commission for the issuance of
unsecured debt securities.

     The Company's debt ratio was 46.3% as of March 31, 1997, compared to 45.4%
as of March 31, 1996 and 48.0% as of December 31, 1996.

     On May 1, 1997, the Company declared and paid a dividend in the amount of
$103,800,000 to Bell Atlantic.


FACTORS THAT MAY IMPACT FUTURE RESULTS
--------------------------------------

     The telecommunications industry is undergoing substantial changes as a
result of the Telecommunications Act of 1996 (the Act), other public policy
changes and technological advances. These changes are likely to bring increased
competitive pressures in the Company's current business, but will also open new
markets to Bell Atlantic.

     The Act became law on February 8, 1996 and replaced the Modification of
Final Judgment (MFJ). In general, the Act includes provisions that open local
exchange markets to competition and permit Bell Atlantic to provide interLATA
(long distance) services and to engage in manufacturing. However, the ability of
Bell Atlantic to engage in these new businesses, previously prohibited by the
MFJ, is largely dependent on satisfying certain conditions contained in the Act.
Among the requirements with which the Company must comply is a 14-point
"competitive checklist" which includes steps the Company must take which will
help competitors offer local service, either through resale, through the
purchase of unbundled network elements, or through their own networks. The
Company must also demonstrate to the FCC that its entry into the long distance
market would be in the public interest.

     A U.S. Court of Appeals has currently stayed the effectiveness of the
uniform national pricing rules adopted by the FCC and the FCC rule that
permitted competitors to "pick and choose" isolated terms out of negotiated
interconnection agreements. Private negotiations and state arbitrations are
continuing while the stay is in effect, pending the Court's final decision.

     Pursuant to the Act, the Company filed its "Statement of Generally
Available Terms and Conditions for Interconnection, Unbundled Network Elements,
Ancillary Services and Resale of Telecommunications Services" with the Virginia
State Corporation Commission (SCC).

     The Company is unable to predict definitively the impact that the Act will
have on its business, results of operations or financial condition.  The
financial impact will depend on several factors, including the timing, extent
and success of competition in the Company's markets, and the timing, extent and
success of Bell Atlantic's pursuit of new business opportunities resulting from
the Act.  These factors will in turn depend, in part, on the final outcome of
several FCC rulemakings and the outcome of state interconnection proceedings
(see also "Recent Developments - FCC Orders" below).

     The Company anticipates that these industry changes, together with the
rapid growth, enormous size and global scope of these markets, will attract new
entrants and encourage existing competitors to broaden their offerings. Current
and potential competitors in telecommunication services include long distance
companies, other local telephone companies, cable companies, wireless service
providers, and other companies that offer network services. Some of these
companies have a strong market presence, brand recognition and existing customer
relationships, all of which contribute to intensifying competition and may
affect the Company's future revenue growth. See the "Competition" section below
for additional information.

                                      11
<PAGE>
 
                        Bell Atlantic - Virginia, Inc.

Directory Publishing Activities

     On January 1, 1997, the Company transferred, at net book value without gain
or loss, certain assets and liabilities associated with its directory publishing
activities to a newly formed, wholly owned subsidiary. The stock of the
subsidiary was immediately distributed to Bell Atlantic. The transfer of such
assets and liabilities was completed as part of Bell Atlantic and the Company's
response to the requirements of the Act, which prohibits the Company from
engaging in electronic publishing or joint sales and marketing of electronic
products.

     Net assets transferred by the Company totaled approximately $12,700,000,
and consisted of deferred directory production costs (included in prepaid
expenses), fixed assets, and related deferred tax liabilities.

     Revenues and direct expenses related to the Company's directory publishing
activities transferred were approximately $81,700,000 and $34,600,000,
respectively, for the three month period ended March 31, 1996. The Company does
not separately identify indirect expenses attributable to the directory
publishing activities, including expenses related to billing and data management
and processing services, legal, external affairs, depreciation, interest expense
and any corresponding tax expense.

     Beginning in 1997, revenues from directory publishing activities
transferred will no longer be earned, and the related expenses will no longer be
incurred, by the Company. Certain other revenues, primarily fees for non-
publication of telephone numbers and multiple white page listings will continue
to be earned by the Company. Additionally, contracts between the Company and
another affiliate of Bell Atlantic for billing and collection services related
to the directory activities, use of directory listings, and rental charges will
create new revenue sources for the Company. As a result of the transfer, past
operating results are not indicative of future operating results of the Company.

Recent Developments - FCC Orders

     On May 7, 1997, the FCC adopted orders to reform the interstate access
charge system, to modify its price cap system and to implement the "universal
service" requirements of the Act. The Company is unable to assess fully the
potential impact of these new rules until the FCC releases the full text of its
access reform and price cap orders later in May. Based on the information
currently available, however, the Company does not believe that these
proceedings will result in a material adverse impact on its results of
operations or financial condition.

     Access Charges

     Access charges are the rates long distance carriers pay for use and
availability of the Company's facilities for the origination and termination of
interstate interLATA service.  On May 7, 1997, the FCC adopted changes to the
tariff structures it has prescribed for such charges in order to permit the
Company to recover its costs through rates which reflect the manner in which
those costs are incurred.  As of January 1, 1998, the FCC will require, in
general, that interstate costs of the Company which do not vary based on usage
be recovered from long distance carriers through flat rate charges, and those
interstate costs that do vary based on usage be recovered from long distance
carriers through usage based rates.  In addition, the FCC will require
establishment of separate usage based charges for originating and for
terminating interstate interLATA traffic.

     A portion of the Company's interstate costs are also recovered through flat
monthly charges to subscribers (subscriber line charges). Under the FCC's order,
subscriber line charges for primary residential and single line businesses will
remain unchanged, but such charges for additional residential lines and multi-
line businesses will rise.

     The restructuring of access charges in January 1998 is expected to be
revenue neutral to the Company.

     The FCC is expected to adopt an order later this year that would address
the conditions under which the FCC would relax or remove existing access rate
structure requirements and price cap restrictions as increased local market
competition develops. The Company is unable to predict the results of this
further proceeding.

                                      12
<PAGE>
 
                        Bell Atlantic - Virginia, Inc.

     Price Caps

     The FCC also adopted modifications to its price cap rules that will affect
access rate levels.  Under the current price cap rules effective through June
30, 1997, the Company's price cap index is adjusted by an inflation index (GDP-
PI) less a fixed percentage, either 4.0%, 4.7% or 5.3% as the Company may elect,
which is intended to reflect increases in productivity (Productivity Factor).
For the current period ending June 30, 1997, the Company has chosen the 5.3%
Productivity Factor.

     The FCC has adopted new rules, effective July 1, 1997, that will create a
single Productivity Factor for all price cap companies of 6.5%, with no
requirements to share a portion of future interstate earnings, and will set
rates as if the higher factor had been in effect since July 1996.  Any local
exchange company that earns a rate of return on its interstate services of less
than 10.25% in any calendar year will be permitted to increase its interstate
rates in the following year.  The FCC also ordered elimination of recovery for
amortized costs associated with reconfiguration of the Company's network to
provide equal access to facilities for all long distance carriers.

     Universal Service

     The FCC also adopted rules designed to preserve "universal service" by
ensuring that local exchange service remains reasonably available to all
residential customers, including low-income customers and customers in areas
that are expensive to serve.  The FCC will maintain existing levels of universal
service support for such high cost areas pending completion of further FCC
proceedings.  By the end of 1997, the FCC, in conjunction with the Federal-State
Joint Board on Universal Service, will determine whether to increase the size of
the federal universal service fund for high cost areas, and how to assess the
appropriate level of federal financial support required to continue to ensure
affordable local telephone service.  Any new high cost universal service support
mechanism will become effective January 1, 1999.

     The FCC also adopted rules to implement the Act's requirements to provide
discounted telecommunications services to schools and libraries, beginning
January 1, 1998, and to ensure that not-for-profit rural health care providers
have access to such services at rates comparable to those charged their urban
counterparts.

     All telecommunications carriers will be required to contribute funding for
these universal service programs.  The federal universal service funding needs
as of January 1, 1998 will require each carrier to contribute approximately 1 to
2% of its revenues. The Company, however, will be permitted to recover its
universal service contributions through higher interstate charges to long
distance carriers and end users.

Competition

     IntraLATA Toll Services

     IntraLATA toll services are calls that originate and terminate within the
same LATA, but cover a greater distance than a local call. These services are
generally regulated by the SCC rather than federal authorities. The SCC permits
other carriers to offer intrastate intraLATA toll services in the Company's
jurisdiction.

     Currently, intraLATA toll calls are completed by the Company unless the
customer dials a code to access a competing carrier. This dialing method would
be changed by "presubscription," which would enable customers to make toll calls
using another carrier without having to dial an access code.

     The Act addressed the issue of presubscription by prohibiting a state from
requiring presubscription or "dialing parity" until the earlier of such time as
an operating telephone company in the state is authorized to provide long
distance services within the state or three years from the effective date of the
Act.  This prohibition does not apply to a final order requiring presubscription
that was issued on or prior to December 19, 1995 or to states consisting of a
single LATA.

     In Virginia, the SCC issued an order on July 24, 1995 denying intraLATA
toll presubscription.

                                      13
<PAGE>
 
                        Bell Atlantic - Virginia, Inc.

     Local Exchange Services

     Local exchange services have historically been subject to regulation by the
SCC.  Since April 1996, several telephone service providers have been certified
by the SCC to provide local exchange services in Virginia, pending SCC approval
of their tariffs.  Applications from other competitors to provide and resell
local exchange services are currently pending and the SCC has set several
hearings to resolve issues raised by companies that desire to provide local
exchange services pursuant to the Act.

     The Act is expected to significantly increase the level of competition in
the Company's local exchange market.

Other State Regulatory Matters

     The communications services of the Company are subject to regulation by the
SCC with respect to intrastate rates and services and certain other matters.

     As required under its regulatory plan, the Company has filed financial
results with the SCC for the years 1989 through 1994. The SCC issued orders
making the Company's rates final and no longer subject to refund for the years
1989, 1990, 1991, 1993 and 1994.

     With respect to the 1992 review period, the SCC staff issued its report in
January 1996 and presented alternative treatment for two issues concerning
expenses to be recognized in 1992.  Following consideration of all comments, the
SCC ordered the Company on June 11, 1996 to refund to customers $10,200,000 plus
interest for the 1992 review period.  The Company completed the refund to
customers during the fourth quarter of 1996.


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

     Proposed Bell Atlantic - NYNEX Merger

     Bell Atlantic and NYNEX Corporation announced a proposed merger of equals
under a definitive merger agreement entered into on April 21, 1996 and amended
on July 2, 1996.  In November 1996, stockholders of both companies approved the
merger. The completion of the merger is subject to a number of other conditions,
including certain regulatory reviews, all but one of which have been completed.
Bell Atlantic expects to close the merger in the second quarter of 1997.

     As a result of the merger, Bell Atlantic will incur special transition and
integration costs of approximately $500 million in the first twelve months
following the completion of the merger and an additional $200 million to $400
million over the two succeeding years, in connection with completing the
transaction and integrating the operations of Bell Atlantic and NYNEX.  The
transition costs consist principally of professional and registration fees,
systems modification costs, costs associated with the elimination and
consolidation of duplicate facilities, and employee severance and relocation
costs.  Of these costs, the Company expects to incur a portion of a one-time
charge for employee severance costs in the quarter in which the merger is
completed.  The total severance charge for Bell Atlantic is currently estimated
to be in the range of $200 million to $300 million.  The amount of the charge
will vary depending on a number of factors including: (i) the number of
employees that will be terminated under severance arrangements, (ii) the timing
of employee terminations, and (iii) changes, if any, to severance plan
provisions.  It is anticipated that the Company will bear a portion of the
remaining transition and integration costs.

     Bell Atlantic also expects to recognize recurring expense savings of
approximately $600 million annually by the third year following completion of
the merger as a result of consolidating operating systems and other
administrative functions and reducing management positions.  Incremental savings
in annual capital expenditures for Bell Atlantic should grow to approximately
$250 million to $300 million, including efficiencies relating to purchasing,
marketing trials and equipment testing.  It is anticipated that the Company will
recognize a portion of these savings.

                                      14
<PAGE>
 
                        Bell Atlantic - Virginia, Inc.

     Cautionary Statement Concerning Forward-Looking Statements

     Information contained above with respect to the expected financial impact
of the proposed merger, and other statements in this Management's Discussion and
Analysis regarding expected future events and financial results are forward-
looking and subject to risks and uncertainties. For those statements, the
Company claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.

     The following important factors could affect the future results of the
Company and could cause those results to differ materially from those expressed
in the forward-looking statements: (i) materially adverse changes in economic
conditions in the markets served by the Company; (ii) a significant delay in the
expected closing of the merger; (iii) the final outcome of FCC rulemakings with
respect to interconnection agreements, access charge reform, price caps and
universal service; (iv) the timing of presubscription for toll services; (v)
future state regulatory actions in the Company's operating area; and (vi) the
extent, timing and success of competition from others in the local telephone and
toll service markets.

                                      15
<PAGE>
 
                        Bell Atlantic - Virginia, Inc.

                          PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

           For background concerning the Company's contingent liabilities under
           the Plan of Reorganization governing the divestiture by AT&T Corp.
           (formerly American Telephone and Telegraph Company) of certain assets
           of the former Bell System operating companies with respect to private
           actions relating to pre-divestiture events, see Item 3 of the
           Company's Annual Report on Form 10-K for the year ended December 31,
           1996.


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, 1997.

                                      16
<PAGE>
 
                        Bell Atlantic - Virginia, 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 - VIRGINIA, INC.



Date:  May 9, 1997              By  /s/ William C. Tomlinson
                                   ----------------------------
                                        William C. Tomlinson
                                        Controller



       UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MAY 8, 1997.

                                      17