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                                                                     Exhibit 3b 
                        BELL ATLANTIC - MARYLAND, INC.

                                    BY-LAWS

                         As Amended December 15, 1995

                                   ARTICLE I

                            STOCKHOLDERS' MEETINGS
                            ----------------------

     Section 1-a Place of Meetings.  All meetings of the stockholders shall be
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held at the principal office of the corporation in the City of Baltimore or at
such other place, within or without the State of Maryland, as the Board of
Directors may from time to time determine.

     Section 1-b Annual Meeting.  An annual meeting of the stockholders shall be
     --------------------------                                                 
held in April of each year on a business day and at an hour to be fixed by the
President and set forth in the notice of the meeting, for the election of
Directors and the transaction of such other business as may properly be brought
before the meeting.

     Section 1-c Special Meetings.  Special meetings of the stockholders may be
     ----------------------------                                              
called at any time by the Board of Directors or the President at any time and
the Secretary shall call a special meeting whenever requested by three
directors, or the holder or holders of twenty-five percent of outstanding shares
and the purpose is stated in the request.

     Section 1-d Notice of Meetings.  Written notice of every meeting of the
     ------------------------------                                         
stockholders shall be given by or at the direction of the person or persons
authorized to call the meeting, to each stockholder of record entitled to vote
at the meeting, not less than ten (10) nor more than ninety (90) days prior to
the date named for the meeting, unless a greater period of notice is required by
law in a particular case, by delivery of or by mailing such notice to each
stockholder addressed to such stockholder at such stockholder's address
appearing on the books of the corporation for the purpose of notice.  Such
notice shall specify the place, day and hour of the meeting, and shall state the
nature of the business to be transacted if, and to the extent, required by law.
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     Section 1-e Quorum.  The presence, in person or by proxy, of the
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stockholders entitled to cast a majority of all the votes entitled to be cast at
the meeting shall constitute a quorum, except as otherwise provided by statute
or in the Charter.

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     Section 1-f Stockholders Entitled to Vote.  Except as may be otherwise
     -----------------------------------------                             
provided by the Charter, each outstanding share of stock, regardless of class,
is entitled to one vote on each matter submitted to a vote at a meeting of
stockholders.

     Section 1-g Voting.  When a quorum exists at any meeting and unless
     ------------------                                                 
otherwise provided by law a majority of all votes cast, in person or by proxy,
shall be sufficient to approve any matter, except that Directors shall be
elected by a plurality of all votes cast.

     Section 1-h Informal Action.  Except as may be otherwise provided in the
     ---------------------------                                             
Charter, any action which could be taken at a meeting of the stockholders may be
taken without a meeting, if a consent in writing, setting forth the action so
taken, is signed by all of the stockholders who would be entitled to vote at a
meeting for such purpose and is filed with the Secretary of the corporation.

                                  ARTICLE II

                                   DIRECTORS
                                   ---------

     Section 2-a Number and Term of Office.  The business and affairs of the
     -------------------------------------                                  
corporation shall be managed under the direction of the Board of Directors.  The
Board of Directors shall consist of not less than one (1) nor more than ten (10)
Directors.  Directors shall be natural persons of full age.  At each annual
meeting the directors shall be elected by the stockholders to serve until their
respective successors shall be elected and shall qualify.

     Section 2-b Place of Meetings.  The meetings of the Board of Directors may
     -----------------------------                                             
be held at such place, within or without the State of Maryland, as a majority of
the Directors may, from time to time, by resolution prescribe, or as may be
designated in the notice or waiver of notice of a particular meeting.  In the
absence of specification, such meetings shall be held at the registered office
of the corporation.

     Section 2-c Time of Meetings.  The first meeting of each newly elected
     ----------------------------                                          
Board of Directors shall be the regularly scheduled 

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meeting of the Board of Directors next following the annual meeting of the
stockholders, unless otherwise provided in the notice of the meeting. Such
meeting shall be for the purpose of organization, the election of officers and
the transaction of other business.

     Regular meetings of the Board of Directors may be held at such times as the
Board of Directors may by resolution determine.  Unless otherwise specified by
resolution of the Board of Directors, if any day fixed for a regular meeting
shall be a legal holiday, then the meeting shall be held at the same hour and
place on the immediately preceding business day which is not a legal holiday.

     Special meetings of the Board of Directors may be called at any time by the
President, and shall be called upon the written request of any two or more
Directors stating the purpose or purposes for which the meeting is to be called.
Upon receipt of such request it shall be the duty of the Secretary promptly to
issue the call for such meeting.

     Section 2-d Notice of Meetings.  Written notice of every meeting of the
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Board of Directors shall be given personally or by mailing the same at least
forty-eight (48) hours before the time named for such meeting, except that
notice of a special meeting of the Board of Directors may instead be given by
telegraphing or telephoning the same, at least twenty-four (24) hours before the
time named for such meeting.  Such notice shall specify the place, day and hour
of the meeting, and shall also state the nature of the business to be transacted
at a special meeting or if otherwise required by law.

     Section 2-e Quorum.  At all meetings of the Board of Directors a majority
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of the Directors in office shall constitute a quorum for the transaction of
business, and the acts of a majority of the Directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors, except as
may otherwise be specifically provided by statute.

     Section 2-f Vacancies.  Vacancies in the Board of Directors, other than one
     ---------------------                                                      
resulting from an increase in the number of Directors, may be filled by a
majority of the remaining members 

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of the Board of Directors though less than a quorum, and each person so elected
shall be a Director until his or her successor is elected and qualified or until
his or her earlier death, resignation or removal. A vacancy resulting from an
increase in the number of directors may be filled by a majority of the entire
Board of Directors. Any Director may resign at any time upon written notice to
the corporation.

     Section 2-g Removal of Directors.  Any Director, or the entire Board of
     --------------------------------                                       
Directors, may be removed with or without cause by the affirmative vote of a
majority of the votes cast by the stockholders.

     Section 2-h General Powers.  The Board of Directors may exercise all such
     --------------------------                                               
powers of the corporation and do all such lawful acts and things as are not by
statute, or by the Charter, directed or required to be exercised and done by the
stockholders.  The Board of Directors may adopt and enforce such rules and
regulations, not inconsistent herewith, as they may deem necessary for the
conduct of the corporation's business; the Board of Directors may, from time to
time, designate one of its members to serve as Chairman, with such duties as the
Board of Directors shall specify.  The Chairman or, if the position is vacant,
the President, shall preside at all Board Meetings.

     Section 2-i Board Committees.  The Board of Directors may, by resolution
     ----------------------------                                            
adopted by a majority of the whole Board of Directors, designate an Executive
Committee, which shall consist of two or more Directors and the Board of
Directors may, by resolution adopted by a majority of the whole Board, designate
from time to time such other Committees consisting of two or more Directors, as
it shall deem necessary or appropriate, each such Committee to have such powers,
in addition to those set forth in these By-Laws, as the Board of Directors by
resolution shall authorize.  Vacancies in the membership of any Committee shall
be filled by the Board of Directors at a regular or special meeting of the Board
of Directors.  The Board of Directors may designate one or more Directors as
alternate members of the Executive or other Committee (to serve in the order
named if more than one) who may replace any absent or disqualified member at any
meeting of such Committee.  If the Board of Directors has not made such
designation, or if none of the alternate members designated is 


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available, in the absence or disqualification of any member of the Executive or
other Committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not the member or members constitute a
quorum, may unanimously appoint another Director to act at the meeting in the
place of any such absent or disqualified member. The Executive or other
Committee shall keep regular minutes of its proceedings and shall report actions
taken by it to the next meeting of the Board of Directors.

     Section 2-j  Specific Powers of Executive and Other Committees.  The
     --------------------------------------------------- ----------      
President, if a Director, shall be a member of the Executive Committee.  Except
as prohibited by law or granted to another Committee by resolution of the Board
of Directors, the Executive Committee shall have and exercise all the powers of
the Board of Directors provided that neither the Executive nor any other
Committee shall have the power to adopt, amend or repeal the By-Laws of the
corporation or to elect Directors.  At any meeting of a Committee a majority of
such Committee shall constitute a quorum.  Each Committee may fix the time and
place of its regular meetings, and after such time and place shall have been
fixed no notice of such regular meeting shall be necessary.  Special meetings of
the Executive Committee may be called by the President whenever he or she shall
think proper, and the President shall call such meetings whenever requested, in
writing, by any two members of the Executive Committee.  Special Meetings of
other Committees may be called by the respective chairmen.  Notice of the time
and place of every special meeting of a Committee shall be given by the
Secretary to each member of the Committee in the manner prescribed in Section 2-
d for special meetings of the whole Board of Directors.

     Section 2-k Informal Action.  Any action which could be taken at a meeting
     ---------------------------                                               
of the Board of Directors or the Executive or other Board Committee, may be
taken without a meeting, if consent in writing setting forth the action so taken
is signed by all of the Directors or the members of the Executive or other
Committee, as the case may be, and is filed by the Secretary of the corporation
with the minutes of the proceedings of the Board of Directors or the appropriate
Committee.

     Section 2-1 Emergency Authority.  The  Board  of  Directors
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may adopt emergency succession rules which make advance provision for the
continuity and authority of the corporation's management in the event of a major
catastrophe, such as a nuclear attack, or other disaster resulting in the loss
or unavailability of members of the Board of Directors, whether by death,
incapacity, isolation or otherwise, or in loss or unavailability of officers of
the corporation, and in the event of such a major catastrophe or disaster, the
terms of any such rules shall have the same effect as if included in these By-
Laws and shall supersede the terms of these By-Laws and any resolutions of the
Board of Directors, to the extent that they may be inconsistent therewith, until
the Board of Directors can be convened pursuant to such rules.

     Section 2-m Telecommunications.  One or more Directors may participate in a
     ------------------------------                                             
meeting of the Board of Directors or a Committee thereof, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.  Participation in a meeting
pursuant to this Section shall constitute presence in person at such meeting.

                                  ARTICLE III

                                   OFFICERS
                                   --------

     Section 3-a Number, Qualifications and Designation.  The officers of the
     --------------------------------------------------                      
corporation shall be a President, who shall be the chief executive officer, a
Secretary, a Treasurer and such other officers (who may also be officers of an
affiliated company) as may be required by law or may from time to time be
elected by the Board of Directors and whose powers and duties shall be as
prescribed by these By-Laws or as from time to time prescribed by the Board of
Directors.  One person may hold more than one office except that the same person
shall not hold the offices of President and Secretary.

     Section 3-b Election and Term of Office.  The officers of the corporation,
     ---------------------------------------                                   
except subordinate officers appointed by delegated authority pursuant to Section
3-c hereof, shall be elected by the Board of Directors for such terms as may be
specified by the Board of Directors, and each such officer shall 

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hold such office until such officer's successor shall have been elected and
qualified, or until such officer's earlier death, resignation or removal. The
Board of Directors shall designate a principal financial officer and a principal
accounting officer. Any officer may resign at any time upon written notice to
the corporation and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. If the office of an
officer elected by the Board of Directors becomes vacant for any reason, the
vacancy may be filled by the President on an interim basis until the next
meeting of the Board of Directors, at which time the position shall be filled by
the Board of Directors.

     Section 3-c Subordinate Officers, Employees and Agents.  The Board of
     ------------------------------------------------------               
Directors may from time to time appoint such subordinate officers, employees or
agents (who may also be officers or employees of an affiliated company) as it
deems necessary, who shall hold such positions for such terms and shall exercise
such powers and perform such duties as are provided in these By-Laws, or as the
Board of Directors may from time to time determine.  The Board of Directors may
delegate to any officer or Committee of the Board of Directors the power to
appoint or remove subordinate officers and to retain, appoint or remove
employees or other agents, and to prescribe the authority and duties, not
inconsistent with these By-Laws, of such subordinate officers, employees or
other agents.  In the absence of any such specific delegation, the President
shall have the authority to appoint subordinate officers, employees or agents.
The President shall have the authority to approve giving one or more subordinate
officers the title of Vice President, if deemed appropriate under the
circumstances.

     Section 3-d Removal of Officers, Agents or Employees.  Any officer,
     ----------------------------------------------------               
subordinate officer, agent or employee of the corporation may be removed, or his
or her authority revoked, by resolution of the Board of Directors whenever in
its judgment the best interests of the corporation will be served thereby.  Any
subordinate officer, agent or employee likewise may be removed by the President
or, subject to the President's supervision, by the person having authority with
respect to the appointment of such subordinate officer, agent or employee.

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     Section 3-e President.  The President shall have such authority and perform
     ---------------------                                                      
such duties as usually appertain to that office in business corporations, and
shall perform such other duties as shall from time to time be assigned to him or
her by the Board of Directors.

     Section 3-f Secretary.  The Secretary, or an Assistant Secretary, shall
     ---------------------                                                  
attend all meetings of the stockholders and of the Board of Directors and shall
record the proceedings of the stockholders and Directors in a book or books to
be kept for that purpose; see that notices are given and records and reports
properly kept and filed by the corporation as required by law; be the custodian
of the seal of the corporation and attest or cause to be attested documents on
behalf of the corporation under its seal; and in general, perform all duties
incident to the office of Secretary and such other duties as may from time to
time be assigned to him or her by the Board of Directors or President.  The
Secretary shall appoint one or more Assistant Secretaries with such powers and
duties as the Board of Directors, the President or the Secretary shall from time
to time determine.


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     Section 3-g Treasurer.  The Treasurer, or an Assistant Treasurer, shall
     ---------------------                                                  
have or provide for the custody of the funds and other property of the
corporation and shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books belonging to the corporation; collect and
receive, or provide for the collection and receipt of, moneys earned by or in
any manner due to or received by the corporation; deposit all funds in his or
her custody as Treasurer in such banks or other places of deposit as may be
designated from time to time by the Board of Directors or pursuant to its
authority; whenever so required by the Board of Directors, render an account
showing his or her transactions as Treasurer and the financial condition of the
corporation; and, in general, discharge such other duties as may from time to
time be assigned to him or her by the Board of Directors or the President.  The
Treasurer shall appoint one or more Assistant Treasurers with such powers and
duties as the Board of Directors, the President or the Treasurer shall from time
to time determine.

     Section 3-h Controller.  The Controller, if one shall have been elected or
     ----------------------                                                    
appointed, shall have custody and charge of all books of account, except those
required by the Treasurer in keeping records of the work of the Treasurer's
office, and shall have supervision over subsidiary accounting records, wherever
located.  The Controller shall have access to all books of account, including
the Treasurer's records, for purposes of audit and for obtaining information
necessary to verify or complete the records of the Controller's office.  Unless
otherwise provided by the Board of Directors, the Controller shall certify to
authorization and approvals pertaining to vouchers and shall perform such other
duties as may be assigned by the Board of Directors or the President.  With the
approval of the President, the Controller may designate one or more persons to
perform all of the Controller's duties as may be found necessary to delegate in
the ordinary course of the business or in the event of the absence or disability
of the Controller.

     Section 3-i Delegation of Duties.  The President may delegate duties to
     --------------------------------                                       
other officers, subordinate officers, employees or agents and may similarly
provide for the redelegation thereof.


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     Section 3-j Voting of Stock.  Unless otherwise provided by the Board of
     ---------------------------                                            
Directors, the President or the Treasurer shall have full power and authority,
on behalf of the corporation, to attend, and to act and vote, in person or by
proxy, at any meeting of the stockholders of any company in which the
corporation may hold stock, and at any such meeting shall possess and may
exercise any and all of the rights and powers incident to the ownership of such
stock which, as the owner thereof the corporation might have possessed and
exercised if present.  The Board of Directors may from time to time confer like
powers upon any other person or persons.

     Section 3-k Endorsement of Securities for Transfer.  The President and the
     --------------------------------------------------                        
Treasurer shall each have power to endorse and deliver for sale, assignment or
transfer certificates of stock, bonds or other securities, registered in the
name of or belonging to the corporation, whether issued by this corporation or
by any other corporation, government, state or municipality or agency thereof.

                                  ARTICLE IV

                    CERTIFICATES FOR STOCK, TRANSFER, ETC.
                    --------------------------------------

     Section 4-a Issuance.  Each stockholder shall be entitled to a certificate
     --------------------                                                      
or certificates, under the seal of the corporation, showing the number of shares
to which the stockholder is entitled.  Such certificates shall be signed by the
President and by the Treasurer or an Assistant Treasurer.

     Section 4-b Transfer.  Stock shall be transferable on the books of the
     --------------------                                                  
corporation only by the holder thereof in person, or by attorney, upon surrender
of the outstanding certificate; provided, however, that in the case of a lost,
stolen or destroyed certificate, a new certificate may be issued in place
thereof upon such terms as the Board of Directors may prescribe.

     Section 4-c Record Holder of Shares; Record Date.  The corporation shall be
     ------------------------------------------------                           
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends and to vote as such owner and shall not
be bound to recognize any equitable or other claim to or interest in 


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such share or shares on the part of any other person except as otherwise
provided by law. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders, to receive any
dividend or other distribution, or to exercise any other right to which a
stockholder is entitled, the Board of Directors may fix in advance a record date
in accordance with the provisions specified by statute. If no record date is
fixed, then the record date shall be determined in accordance with the
applicable statutory provisions.

                                   ARTICLE V

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS
                   -----------------------------------------

     Section 5-a Indemnification of Directors and Officers.  Each person made or
     -----------------------------------------------------                      
threatened to be made a party to an action, suit or proceeding, civil, criminal
or administrative, by reason of the fact that he or she, his or her testator or
intestate is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan,
shall be indemnified by the corporation against the liabilities, costs and
expenses of every kind actually and reasonably incurred by him as a result of
such action, suit or proceeding, or any threat thereof or any appeal thereon,
but in each case only if and to the extent permissible under applicable law.
The foregoing indemnity shall not be exclusive of other rights to which such
person may be entitled.

     Section 5-b Advancing Expenses.  Reasonable expenses incurred by a director
     ------------------------------                                             
or officer who is a party to a proceeding may be paid or reimbursed by the
corporation in advance of the final disposition of the proceeding, provided the
statutory conditions precedent are met.

     Section 5-c Insurance.  The corporation may purchase and maintain insurance
     ---------------------                                                      
on behalf of any person for whom indemnity would be provided pursuant to Section
5-a above, in the capacity therein set forth, against liability asserted against
such person and incurred by such person in any such capacity, or arising out 

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of such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under the provisions of
this article or otherwise.

                                  ARTICLE VI

                                 MISCELLANEOUS
                                 -------------

     Section 6-a Waiver of Notice.  Except as otherwise provided by law or the
     ----------------------------                                             
Charter, any notice required to be given under the provisions of the By-Laws, or
otherwise, may be waived in writing by the stockholder, director or officer to
whom such notice is required to be given, either before or after the meeting or
action of which notice is waived.  Attendance of any stockholder, in person or
by proxy, and of any director or officer at any meeting shall constitute a
waiver of notice of such meeting except where a person entitled to notice
attends the meeting for the express purpose of objecting to the transaction of
any business because the meeting was not lawfully called or convened.  A
stockholder or director who signs a written consent, in lieu of a meeting, as
provided for in these By-Laws, shall be deemed to have waived any notice of such
meeting.

     Section 6-b Checks, Notes, Etc.  All checks, notes and evidences of
     ------------------------------                                     
indebtedness of the corporation shall be signed by such person or persons as the
Board of Directors may from time to time designate or the Board may adopt a
single symbol to be affixed to such documents.  In either case, the signature of
such person or persons, or a symbol, if such is adopted, and any facsimile or
facsimiles thereof, shall be an "authorized signature" of the corporation and
shall be affixed to such checks, notes, and evidences of indebtedness in such
manner, and by such persons, as the Board of Directors shall authorize.

     Section 6-c Corporate Seal.  The corporate seal shall have inscribed
     --------------------------                                          
thereon the name of the corporation, with such device or devices as the Board of
Directors may determine.  The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.

     Section 6-d Amendment of By-Laws.  The By-Laws may be adopted, amended or
     --------------------------------                                         
repealed by the Board of Directors at any 


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meeting, except that Section 2-a above, shall be amended or repealed only by the
stockholders.



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