<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                        
                            -----------------------
                                        
                                   FORM 10-K

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

  (Mark one)
     [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 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 1-7757


                        BELL ATLANTIC - DELAWARE, INC.


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


                901 Tatnall Street, Wilmington, Delaware  19801

                        Telephone Number (302) 576-5320

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

Securities registered pursuant to Section 12(b) of the Act:  See attached
Schedule A.

Securities registered pursuant to Section 12(g) of the Act:  None.


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

                                  SCHEDULE A


Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of each exchange
         Title of each class                           on which registered
----------------------------------------------       -----------------------

Forty Year 7% Debentures, due December 1, 2008            New York Stock
                                                             Exchange
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

                               TABLE OF CONTENTS



Item No.                                                                    Page
--------                                                                    ----

                                     PART I
 
  1.     Business
         (Abbreviated pursuant to General Instruction I(2).)..............    1
  2.     Properties.......................................................    7
  3.     Legal Proceedings................................................    7
  4.     Submission of Matters to a Vote of Security Holders..............    7
         (Omitted pursuant to General Instruction I(2).)


                                    PART II
 
  5.     Market for Registrant's Common Equity and Related Stockholder
         Matters..........................................................    8
  6.     Selected Financial Data
         (Omitted pursuant to General Instruction I(2).)..................    8
  7.     Management's Discussion and Analysis of Results of Operations
         (Abbreviated pursuant to General Instruction I(2).)..............    9
  7A.    Quantitative and Qualitative Disclosures About Market Risk.......   16
  8.     Financial Statements and Supplementary Data......................   17
  9.     Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.............................................   17
 

                                   PART III
 
         (Omitted pursuant to General Instruction I(2).)
 10.     Directors and Executive Officers of the Registrant...............   17
 11.     Executive Compensation...........................................   17
 12.     Security Ownership of Certain Beneficial Owners and Management...   17
 13.     Certain Relationships and Related Transactions...................   17
 

                                    PART IV

 14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K.   17



      UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MARCH 20, 1998
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

                                    PART I
                                        
Item 1.  Business
                                    GENERAL
                                        
   Bell Atlantic - Delaware, Inc. (the "Company") is incorporated under the laws
of the State of Delaware and has its principal offices at 901 Tatnall Street,
Wilmington, Delaware 19801 (telephone number 302-576-5320).  The Company is a
wholly owned subsidiary of Bell Atlantic Corporation ("Bell Atlantic").

   The Company presently serves a territory consisting of a single Local Access
and Transport Area ("LATA") which contains the state of Delaware and
southeastern Pennsylvania.  A LATA is generally centered on a city or based on
some other identifiable common geography and, with certain limited exceptions, a
LATA marks the boundary within which the Company has been permitted by the
"Modification of Final Judgment" ("MFJ") to provide telephone service.

   The Company currently provides two basic types of telecommunications
services.  First, the Company transports telecommunications traffic between
subscribers located within the same LATA ("intraLATA service"), including both
local and long distance services.  Local service includes the provision of local
exchange ("dial-tone"), local private line and public telephone services
(including dial-tone service for pay telephones owned by the Company and by
other pay telephone providers).  Among other local services provided are Centrex
(telephone subsidiary central office-based switched telephone service enabling
the subscriber to make both intercom and outside calls) and a variety of special
and custom calling services.  Long distance service includes message toll
service (calling service beyond the local calling area) within LATA boundaries,
and intraLATA Wide Area Toll Service (WATS) and 800 services (volume discount
offerings for customers with highly concentrated demand).  Second, the Company
provides exchange access service, which links a subscriber's telephone or other
equipment to the transmission facilities of interexchange carriers which, in
turn, provide telecommunications service between LATAs ("interLATA service") to
their customers. The Company also provides exchange access service to
interexchange carriers which provide intrastate intraLATA toll service.


                         BELL ATLANTIC - NYNEX MERGER

   On August 14, 1997, Bell Atlantic and NYNEX Corporation ("NYNEX") consummated
a merger whereby NYNEX became a subsidiary of Bell Atlantic and NYNEX
shareowners received 0.768 of a share of Bell Atlantic common stock for each
share of NYNEX common stock owned.  Bell Atlantic owns nine subsidiaries which
provide domestic telecommunications services (collectively, the "telephone
subsidiaries").

   In 1997, the Company recognized merger-related costs of approximately
$1,700,000, consisting of $500,000 of direct incremental costs and $1,200,000
for employee severance costs.  A small portion of costs for transition and
integration were also incurred by the Company.  These costs include
approximately $1,200,000 representing the Company's allocated share of merger-
related costs from Bell Atlantic Network Services, Inc., an affiliate which
provides centralized services on a contract basis.


                        TELECOMMUNICATIONS ACT OF 1996
                                        
                                        
   The Telecommunications Act of 1996 (the "Act") became effective on February
8, 1996.  Prior to the enactment of the Act, the operations of Bell Atlantic and
its subsidiaries were subject to the requirements of the MFJ, a consent decree
that arose out of an antitrust action brought by the United States Department of
Justice ("DOJ") against AT&T Corp. ("AT&T") and the Bell Operating Companies
("BOCs"), including the telephone subsidiaries.  The Act provides that any
conduct or activity previously subject to the MFJ is now subject instead to the
restrictions and obligations imposed by the Act.

   In general, the Act includes provisions that open local exchange markets to
competition and permit BOCs, or their affiliates, such as Bell Atlantic, to
engage in manufacturing and to provide services between LATAs. Under the Act,
the ability of Bell Atlantic to engage in businesses previously prohibited by
the MFJ is largely dependent on satisfying certain conditions contained in the
Act and regulations to be promulgated thereunder.

                                       1
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

   The Act takes a two-fold approach to the rules governing competition in the
interLATA market.  First, Bell Atlantic is permitted to apply for state approval
to offer interLATA services originating in states outside of the geographic
region in which the telephone subsidiaries operate as local exchange carriers.

   Second, each of the telephone subsidiaries must demonstrate to the Federal
Communications Commission ("FCC") that it has satisfied certain requirements in
order for Bell Atlantic to be permitted to offer interLATA services for calls
originating within the geographic region in which the telephone subsidiary
operates as a local exchange carrier.  Among the requirements with which a
telephone subsidiary must comply is a 14-point "competitive checklist," which
includes steps the telephone subsidiaries must take which will help competitors
offer local services through resale of the telephone subsidiaries' service,
purchase of unbundled network elements from the telephone subsidiaries, or
through the competitors' own networks.  Bell Atlantic must also demonstrate to
the FCC that its entry into the interLATA market would be in the public
interest.

   In December 1997, a U. S. District Court found that the line-of-business
restrictions in the Act, including the requirement that BOCs alone comply with a
competitive checklist before being allowed to provide long distance, are
unconstitutional because they apply only to the BOCs.  Bell Atlantic was allowed
to join the case prior to the court's decision.  The court has granted a stay of
its decision pending appeals by the DOJ and other parties.

   The FCC is required to conduct a number of rulemakings to implement the Act.
See "FCC Regulation and Interstate Rates" and "Competition - Local Exchange
Services."


                                  OPERATIONS
                                        
   Bell Atlantic has organized certain telecommunications group functions into
business units operating across the telephone subsidiaries.  The business units
focus on specific market segments. The telephone subsidiaries, including the
Company, remain responsible within their respective service areas for the
provision of telephone services, financial performance and regulatory matters.

   The Consumer Services business unit markets communications services to
residential customers.

   The Wholesale Services business unit markets (i) switched and special access
to the telephone subsidiaries' local exchange networks, and (ii) billing and
collection services, including recording, rating, bill processing and bill
rendering. The principal customers are interexchange carriers; AT&T is the
largest single customer. Other customers include business customers and
government agencies with their own special access network connections, wireless
companies and other local exchange carriers which resell network connections to
their own customers.

   The General Business Services business unit markets communications and
information services to small and medium-sized businesses.

   The Large Business Services business unit markets communications and
information services to large businesses.  These services include voice
switching/processing services (e.g., dedicated private lines, custom Centrex,
call management and voice messaging), end-user networking (e.g., credit and
debit card transactions, and personal computer-based conferencing, including
data and video), internetworking (establishing links between the geographically
disparate networks of two or more companies or within the same company), network
integration (integrating multiple geographically disparate networks into one
system), network optimization (disaster avoidance, 911 service, intelligent
vehicle highway systems), video services (distance learning, telemedicine,
videoconferencing) and interactive multimedia applications services.

   The Public and Operator Services business unit markets pay telephone and
operator services to meet consumer needs for accessing public networks and
locating and identifying network subscribers, and to provide calling assistance
and arrange billing alternatives (e.g., calling card, collect and third party
calls).

   The Federal Systems business unit markets communications and information
technology and services to departments, agencies and offices of the executive,
judicial and legislative branches of the federal government.

                                       2
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

   The Network Group manages the technologies, services and systems platforms
required by the business units and the telephone subsidiaries to meet the needs
of their customers, including switching, feature development and on-premises
installation and maintenance services.

   The Information Services Group publishes directories for the Company.

   In order to satisfy the requirements of the Act, the Company transferred
certain assets and liabilities associated with its directory publishing
activities to a newly formed, wholly owned subsidiary, effective January 1,
1997.  The stock of the subsidiary was immediately distributed to Bell Atlantic.


FCC Regulation and Interstate Rates

   The telephone subsidiaries, including the Company, are subject to the
jurisdiction of the FCC with respect to interstate services and certain related
matters. In 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.

   Access Charges

   Interstate access charges are the rates long distance carriers pay for use
and availability of the  telephone subsidiaries' facilities for the origination
and termination of interstate service.  The FCC's order adopted changes to the
access tariff structures in order to permit the telephone subsidiaries to
recover a greater portion of their interstate costs through rates that reflect
the manner in which those costs are incurred. The FCC required a phased
restructuring of access charges, beginning in January 1998,  so that the
telephone subsidiaries' nonusage-sensitive costs will be recovered from long
distance carriers and end-users through flat rate charges, and usage-sensitive
costs will be recovered from long distance carriers through usage-based rates.
In addition, the FCC will require establishment of different levels of usage-
based charges for originating and for terminating interstate traffic.

   A portion of the telephone subsidiaries' 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 initially, but such charges for additional
residential lines and multi-line businesses will rise.

   The FCC has begun an investigation of the tariffs filed by the telephone
subsidiaries and other local exchange carriers to implement this new rate
structure.

   Price Caps

   The FCC also adopted modifications to its price cap rules which affect access
rate levels.  Under those rules, each year the Company's price cap index is
adjusted downward by a fixed percentage intended to reflect increases in
productivity ("Productivity Factor") and adjusted upward by an allowance for
inflation (the GDP-PI).  In the prior year, the Company's Productivity Factor
was 5.3%.  The FCC created a single Productivity Factor of 6.5% for all price
cap companies, eliminated requirements to share a portion of future interstate
earnings and required that rates be set as if the higher Productivity Factor had
been in effect since July 1996.  Any local exchange company that earns an
interstate rate of return below 10.25% in a 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 the implementation
of equal access to all long distance carriers and removal of certain general
overhead costs that it concluded were associated with other detariffed services.

   The FCC is expected to adopt an order in 1998 to 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.

   Universal Service

   The FCC also adopted rules implementing the "universal service" provision of
the Act, which was designed to ensure that a basket of designated  services is
widely available and affordable to all customers, including low-income customers
and customers in areas that are expensive to serve.  The FCC's universal service
support in 1998 will approximate $1.5 

                                       3
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

billion for high-cost areas. The support amount thereafter cannot yet be
determined. The FCC, in conjunction with the Federal-State Joint Board on
Universal Service, will adopt a methodology for determining high-cost areas for
nonrural carriers, and the proper amount of federal universal service support
for high cost areas. A new federal high-cost universal service support mechanism
will become effective in 1999.

   The FCC also adopted rules to implement the Act's requirements to provide
discounted telecommunications services to schools and libraries 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 must contribute funding for these universal service
programs.  The federal universal service funding needs as of January 1, 1998
require each of the telephone subsidiaries to contribute approximately 2% of its
interstate retail revenues for high-cost and low income subsidies.  Each of the
telephone subsidiaries will also be contributing a portion of its total retail
revenues for schools, libraries and not-for-profit health care.  The telephone
subsidiaries will recover these contributions through interstate charges to long
distance carriers and end-users.


State Regulation of Rates and Services

   The communications services of the Company are subject to regulation by the
Delaware Public Service Commission ("PSC")  with respect to intrastate rates and
services and certain other matters.

   In 1994, the Company elected to be regulated under the alternative regulation
provisions of the Delaware Telecommunications Technology Investment Act of 1993
(the "Delaware Telecommunications Act").  The Delaware Telecommunications Act
provides that:

     -the prices of "Basic Telephone Services" (e.g., dial-tone and local usage)
      will remain regulated and cannot change in any one year by more than the
      rate of inflation (GDP-PI) less 3%;

     -the prices of "Discretionary Services" (e.g., Identa RingSM and Call
      Waiting) cannot increase more than 15% per year per service;

     -the prices of "Competitive Services" (e.g., directory advertising and
      message toll service) are not subject to tariff or regulation; and

     -The Company will develop a technology deployment plan with a commitment to
      invest a minimum of $250 million in Delaware's telecommunications network
      during the first five years of the plan.

   The Delaware Telecommunications Act also provides protections to ensure that
competitors will not be unfairly disadvantaged, including a prohibition on
cross-subsidization, imputation rules, service unbundling and resale service
availability requirements, and a review by the PSC during the fifth year of the
plan.  In March 1998, the PSC voted to approve the Company's request to extend
its term under the Delaware Telecommunications Act until March 2002.


Competition

   Legislative changes, including provisions of the Act discussed above under
"Telecommunications Act of 1996," regulatory changes and new technology are
continuing to expand the types of available communications services and
equipment and the number of competitors offering such services.  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, foreign telecommunications providers, electric utilities, Internet
service providers and other companies that offer network services. Many 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.

                                       4
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

   Local Exchange Services

   The ability to offer local exchange services has historically been subject to
regulation by state regulatory commissions.  Applications from competitors to
provide and resell local exchange services have been approved by the PSC.

   One of the purposes of the Act was to ensure, and accelerate, the emergence
of competition in local exchange markets.  Toward this end, the Act requires
most existing local exchange carriers (incumbent local exchange carriers, or
"ILECs"), including the Company, to permit potential competitors (competitive
local exchange carriers, or "CLECs") to (i) purchase service from the ILEC for
resale to CLEC customers, (ii) purchase unbundled network elements from the
ILEC, and/or (iii) interconnect its network with the ILEC's network.  The Act
provides for arbitration by the state public utility commission if an ILEC and a
CLEC are unable to reach agreement on the terms of the arrangement sought by the
CLEC.

   In 1997 a U.S. Court of Appeals found that the FCC unlawfully attempted to
preempt state authority in implementing key provisions of the Act and that
several provisions of the FCC's rules are  inconsistent with the statutory
requirements.  In particular, it affirmed that the states have exclusive
jurisdiction over the pricing of local interconnection and resale arrangements,
that the FCC cannot lawfully allow competitors to "pick and choose" isolated
terms out of negotiated interconnection agreements, that the FCC cannot require
incumbent local exchange carriers to provide competitors a pre-assembled network
platform at network element prices or to  combine unbundled network elements for
competitors.  The U.S. Supreme Court has agreed to hear appeals by the DOJ and
other parties of that decision.

   Negotiations between the Company and various CLECs, and arbitrations before
the PSC, have continued.  As of March 1, 1998, the Company had entered into 21
approved agreements with CLECs.

   Under the various agreements and arbitrations discussed above, the Company is
generally required to sell its services to CLECs at discounts ranging from
approximately 16% to 20% from the prices the Company charges its retail 
customers.

   IntraLATA Toll Services

   IntraLATA toll calls originate and terminate within the same LATA, but
generally cover a greater distance than a local call.  The PSC permits other
carriers to offer intraLATA toll services within the state.  Until the
implementation of "presubscription," intraLATA toll calls were completed by the
Company unless the customer dialed a code to access a competing carrier.
Presubscription changes this dialing method and enables customers to make these
toll calls using another carrier without having to dial an access code.  The
Company implemented presubscription in September 1997.

   Alternative Access

   A substantial portion of the Company's revenues from business and government
customers is derived from a relatively small number of large, multiple-line
subscribers.

   The Company faces competition from alternative communications systems,
constructed by large end users, interexchange carriers and alternative access
vendors, which are capable of originating and/or terminating calls without the
use of the Company's plant.  The ability of such alternative access providers to
compete with the Company has been enhanced by the FCC's orders requiring the
Company to offer virtual collocated interconnection for special and switched
access services.

   Other potential sources of competition include cable television systems,
shared tenant services and other non-carrier systems which are capable of
bypassing the Company's local plant, either partially or completely, through
substitution of special access for switched access or through concentration of
telecommunications traffic on fewer of the Company's lines.

   Wireless Services

   Wireless services also constitute potential sources of competition to the
Company.  Wireless portable telephone services employ digital technology, allow
customers to make and receive telephone calls from any location using small
handsets, and can also be used for data transmission.

                                       5
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

   Public Telephone Services

   The Company faces increasing competition in the provision of pay telephone
services from other providers.  In addition, the growth of wireless
communications negatively impacts usage of public telephones.

   Operator Services

   Alternative operator services providers have entered into competition with
the Company's operator services product line.


                                   EMPLOYEES

   As of December 31, 1997, the Company had approximately 900 employees.

                                       6
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

Item 2.  Properties

                                    GENERAL
                                        
   The principal properties of the Company do not lend themselves to simple
description by character and location.  The Company's investment in plant,
property and equipment consisted of the following at December 31:

 
                                              1997        1996
                                             -----       -----
                                              
   Central office equipment............        39%         39%
   Cable, wiring and conduit...........        44          45
   Land and buildings..................         7           7
   Other equipment.....................         8           8
   Other...............................         2           1
                                             ----        ----
                                              100%        100%
                                             ====        ====


   "Central office equipment" consists of switching equipment, transmission
equipment and related facilities.  "Cable, wiring and conduit" consists
primarily of aerial cable, underground cable, conduit and wiring.  "Land and
buildings" consists of land owned in fee and improvements thereto, principally
central office buildings.  "Other equipment" consists of public telephone
instruments and telephone equipment, poles, furniture, office equipment, and
vehicles and other work equipment. "Other" property consists primarily of plant
under construction, capital leases and leasehold improvements.

   The Company's customers are served by electronic switching systems that
provide a wide variety of services.  Since December 31, 1996, the Company's
network has been fully transitioned from an analog to a digital network, which
provides the capabilities to furnish advanced data transmission and information
management services.


                             CAPITAL EXPENDITURES
                                        
   The Company has been making and expects to continue to make significant
capital expenditures to meet the demand for communications services and to
further improve such services.  Capital expenditures were approximately $83
million in 1997, $69 million in 1996 and $70 million in 1995.  Capital
expenditures exclude additions under capital leases.  The total investment in
plant, property and equipment was approximately $794 million at December 31,
1997, $744 million at December 31, 1996 and $710 million at December 31, 1995,
in each case after giving effect to retirements, but before deducting
accumulated depreciation at such date.



Item 3.  Legal Proceedings

         There were no proceedings reportable under Item 3.



Item 4.  Submission of Matters to a Vote of Security Holders

         (Omitted pursuant to General Instruction I(2).)

                                       7
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

                                    PART II
                                        

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         Not applicable.


Item 6.  Selected Financial Data

         (Omitted pursuant to General Instruction I(2).)

                                       8
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

Item 7.  Management's Discussion and Analysis of Results of Operations
         (Abbreviated pursuant to General Instruction I(2).)

   This discussion should be read in conjunction with the Financial Statements
and Notes to Financial Statements listed in the index set forth on page F-1.

   The communications services of the Company are subject to regulation by the
Delaware Public Service commission (PSC) with respect to intrastate rates and
services and certain other matters.  For a further discussion of the Company and
its regulatory plan, see Item 1 - "Description of Business."


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

   The Company reported net income of $35,188,000 in 1997, compared to net
income of $37,741,000 in 1996.

Bell Atlantic - NYNEX Merger

   On August 14, 1997, Bell Atlantic Corporation (Bell Atlantic) and NYNEX
Corporation (NYNEX) completed a merger of equals under a definitive merger
agreement entered into on April 21, 1996 and amended on July 2, 1996.  The
stockholders of each company approved the merger at special meetings held in
November 1996.  Under the terms of the amended agreement, NYNEX became a wholly
owned subsidiary of Bell Atlantic.  The merger has been accounted for as a
pooling of interests.

   As a result of conforming the accounting methodologies of Bell Atlantic and
NYNEX, the Company has recorded an after-tax charge of $419,000 to reinvested
earnings as if the merger had occurred as of the beginning of the earliest
period presented (see Note 9 to the financial statements).

   Merger-Related Costs

   Results of operations for 1997 include merger-related pre-tax costs totaling
approximately $1,700,000, consisting of $500,000 for direct incremental costs
and $1,200,000 for employee severance costs.  A small portion of costs for
transition and integration were also incurred by the Company.  These costs
include approximately $1,200,000 representing the Company's allocated share of
merger-related costs from Bell Atlantic Network Services, Inc. (NSI), an
affiliate which provides centralized services on a contract basis.  Costs
allocated from NSI are included in Other Operating Expenses.

   Direct incremental costs consist of expenses associated with compensation
arrangements related to completing the merger transaction.  Employee severance
costs represent the Company's proportionate share of benefit costs for the
separation by the end of 1999 of management employees who are entitled to
benefits under pre-existing Bell Atlantic separation pay plans.  Transition and
integration costs consist of the Company's proportionate share of costs
associated with integrating the operations of Bell Atlantic and NYNEX.

Other Charges and Special Items

   In 1997, the Company recorded pre-tax charges of approximately $3,800,000 in
connection with consolidating operations and combining organizations and for
special items arising in the period.  These charges include a small portion
representing the Company's allocated share of charges from NSI.

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's 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.

                                       9
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

   Net assets transferred by the Company totaled approximately $3,500,000, and
consisted of deferred directory production costs (included in prepaid expenses),
fixed assets, and related deferred tax liabilities.

   Revenues related to the Company's directory publishing activities transferred
were approximately $34,000,000 and $30,600,000 for the years ended December 31,
1996 and 1995, respectively.  Direct expenses related to the directory
publishing activities transferred were approximately $12,600,000 and $9,700,000
for the years ended December 31, 1996 and 1995, respectively.  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.

   Effective January 1, 1997, revenues from directory publishing activities
transferred are no longer earned, and the related expenses are no longer
incurred, by the Company.  Certain other revenues, primarily fees for non-
publication of telephone numbers and multiple white page listings 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 have created
new revenue sources for the Company.

Cumulative Effect of Change in Accounting - Directory Publishing

   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 $88,000 in the first quarter
of 1996, representing the cumulative effect of this accounting change.

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

These and other items affecting the comparison of the Company's results of
operations between 1997 and 1996 are discussed in the following sections.



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

 
                                                1997      1996          % Change
--------------------------------------------------------------------------------
 
At Year-End
-----------
  Access Lines in Service (in thousands)
    Residence...............................     341       326              4.6%
    Business................................     193       184              4.9
    Public..................................       6         6              ---
                                               -----     -----          
                                                 540       516              4.7
                                               =====     =====          
                                                                 
For the Year                                                     
------------
  Access Minutes of Use (in millions).......   2,051     1,922              6.7
                                               =====     =====          

                                       10
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

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

For the Years Ended December 31                 1997        1996        % Change
--------------------------------------------------------------------------------
                                                                 
Local services.........................     $147,366    $132,935           10.9%
Network access services................       66,003      64,050            3.0
Long distance services.................       30,696      32,163           (4.6)
Ancillary services.....................       20,120      16,563           21.5
Directory and information services.....        2,168      35,844          (94.0)
                                            --------    --------         
Total..................................     $266,353    $281,555           (5.4)
                                            ========    ========       
 

LOCAL SERVICES REVENUES

                                               Increase
--------------------------------------------------------------------------------
   1997 - 1996                         $14,431           10.9%
--------------------------------------------------------------------------------

   Local services revenues are earned by the Company 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 which expand the
utilization of the network. These services include products such as Caller ID,
Call Waiting and Return Call.

   Higher usage of the Company's network facilities was the primary reason for
the increase in local services revenues in 1997.  This growth was generated by
an increase in access lines in service of 4.7% in 1997.  This access line growth
primarily reflects higher demand for Centrex services and an increase in
additional residential lines.  Higher revenues from private line and switched
data services also contributed to the revenue growth in 1997.

   Revenue growth in 1997 was boosted by increased revenues from value-added
services.  This increase was principally the result of higher customer demand
and usage.

   For a discussion of the Telecommunications Act of 1996 and its impact on the
local exchange market, see Item 1 - "Description of Business, Telecommunications
Act of 1996" and "Description of Business, Operations - Competition - Local
Exchange Services."


NETWORK ACCESS SERVICES REVENUES

                                               Increase
--------------------------------------------------------------------------------
   1997 - 1996                         $1,953             3.0%
--------------------------------------------------------------------------------

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

   Network access services revenues increased in 1997 principally due to higher
customer demand as reflected by growth in access minutes of use of 6.7% in 1997.
Growth in network access revenues in 1997 reflects higher network usage by
alternative providers of intraLATA toll services. 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 1997. This revenue growth was
negatively affected in 1997 by price reductions as mandated by federal price cap
plans.

                                       11
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

   The Federal Communications Commission (FCC) regulates the rates that the
Company charges long distance carriers and end-user subscribers for interstate
access services.  Bell Atlantic is required to file new access rates with the
FCC each year, under the rules of its Interim Price Cap Plan.  The Company
implemented required price increases for interstate access services totaling
approximately $1,000,000 on an annual basis for the period July 1996 through
June 1997. Effective July 1, 1997, the Company implemented annual price
decreases on interstate access services of approximately $6,600,000. The rates
included in the 1997 filing will be in effect through June 1998.  In addition,
effective January 1, 1998, the Company adjusted its annual rates by
approximately $3,000,000 to recover contributions that it will owe to the new
universal service fund. These revenues will be entirely offset by the
contribution amount, which will be recorded in Other Operating Expenses.

   Revenues were also affected by reductions of approximately $2,500,000 in 1997
and $2,000,000 in 1996 for contingencies associated with regulatory matters.

   For a further discussion of FCC rulemakings concerning access charges, price
caps and universal service, see Item 1 - "Description of Business, Operations -
FCC Regulation and Interstate Rates."


LONG DISTANCE SERVICES REVENUES

                                               (Decrease)
--------------------------------------------------------------------------------
   1997 - 1996                         $(1,467)          (4.6)%
--------------------------------------------------------------------------------

   Long distance services revenues are earned primarily from calls made outside
a customer's local calling area, but within the same service area of the Company
(intraLATA toll).  Other long distance services include 800 services and Wide
Area Telephone Service (WATS).

   Increased competition for intraLATA toll, WATS and private line services
contributed substantially to the reduction in long distance services revenues in
1997.  Competition for intraLATA toll services decreased revenues to a greater
degree in 1997 as a result of the introduction of presubscription.  Revenue
reductions from presubscription were partially offset by increased access
revenues for usage of the Company's network from alternative providers of
intraLATA toll services. Higher calling volumes generated by an increase in
access lines in service and growth in toll message volumes of 3.3% in 1997 as
compared to 1996, also mitigated revenue decreases.

   For a further discussion of presubscription, see Item 1 -"Description of
Business, Operations - Competition - IntraLATA Toll Services."


ANCILLARY SERVICES REVENUES

                                               Increase
--------------------------------------------------------------------------------
   1997 - 1996                         $3,557            21.5%
--------------------------------------------------------------------------------

   The Company provides ancillary services which include billing and collection
services for long distance carriers and affiliates, customer premises equipment
(CPE) services, facilities rental services for affiliates and nonaffiliates,
sales of materials and supplies to affiliates and voice messaging.

   Higher ancillary services revenues in 1997 resulted from increases in
facilities rental revenues from affiliates and nonperformance fees received from
a vendor.  Revenue growth from voice messaging services, principally Home Voice
Mail, and billing and collection services performed for affiliates also
contributed to higher revenues in 1997.

                                       12
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

DIRECTORY AND INFORMATION SERVICES REVENUES

                                              (Decrease)
--------------------------------------------------------------------------------
   1997 - 1996                         $(33,676)        (94.0)%
--------------------------------------------------------------------------------

   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 and information services revenues in 1997 are
earned primarily from fees for nonpublication of telephone numbers, multiple
white page listings and usage of directory listings.

   The decrease in directory and information services revenues in 1997 was
principally due to the effect of the transfer of directory publishing
activities.
 
 
OPERATING EXPENSES
------------------
(Dollars in Thousands)
 
For the Years Ended December 31                     1997      1996      % Change
--------------------------------------------------------------------------------
 
Employee costs, including benefits and taxes..  $ 49,255  $ 56,372       (12.6)%
Depreciation and amortization.................    60,941    56,867         7.2
Taxes other than income.......................     5,477     5,622        (2.6)
Other operating expenses......................    83,163    90,839        (8.5)
                                                --------  --------   
Total.........................................  $198,836  $209,700        (5.2)
                                                ========  ========
 

EMPLOYEE COSTS

                                              (Decrease)
--------------------------------------------------------------------------------
   1997 - 1996                         $(7,117)         (12.6)%
--------------------------------------------------------------------------------

   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 due to a reduction in benefit
costs caused by a number of factors, including changes in actuarial assumptions,
favorable returns on plan assets and lower than expected medical claims.
Employee costs were further decreased by the effect of additional benefit costs
in 1996 associated with an amendment to a Bell Atlantic separation pay plan.
Lower overtime pay and a decline in the level of employee costs incurred for
repair and maintenance activity also contributed to the expense reduction in
1997.  This decline was partially due to the impact of the severe weather
experienced in the first quarter of 1996 which caused a higher level of costs to
be expensed during that period.

   These cost reductions were partially offset by annual salary and wage
increases, the effect of increased work force levels principally as a result of
higher business volumes, and merger-related costs recorded in the third quarter
of 1997.  As described earlier, the Company recognized approximately $300,000 in
benefit costs for the separation by the end of 1999 of management employees who
are entitled to benefits under pre-existing Bell Atlantic separation pay plans.
The Company also recorded approximately $200,000 for direct incremental merger-
related costs associated with compensation arrangements.  Merger-related costs
associated with employees of NSI were allocated to the Company and are included
in Other Operating Expenses.

                                       13
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

DEPRECIATION AND AMORTIZATION

                                               Increase
--------------------------------------------------------------------------------
   1997 - 1996                         $4,074             7.2%
--------------------------------------------------------------------------------

   Depreciation and amortization increased as a result of the recording of
approximately $1,300,000 for the write-down of obsolete fixed assets in the
third quarter of 1997.  Charges associated with the write-down of obsolete fixed
assets of NSI were allocated to the Company and are included in other operating
expenses. Higher depreciation expense was also caused by growth in depreciable
telephone plant and changes in the mix of plant assets. These expense increases
were partially offset by the effect of lower rates of depreciation and
amortization.


TAXES OTHER THAN INCOME

                                              (Decrease)
--------------------------------------------------------------------------------
   1997 - 1996                         $(145)            (2.6)%
--------------------------------------------------------------------------------

   Taxes other than income consist principally of taxes for gross receipts,
property, capital stock and business licenses.

   The decrease in taxes other than income was primarily due to prior period
adjustments to the federal superfund tax recorded in 1997.  This decrease was
partially offset by higher expense related to license fees.


OTHER OPERATING EXPENSES

                                              (Decrease)
--------------------------------------------------------------------------------
   1997 - 1996                         $(7,676)          (8.5)%
--------------------------------------------------------------------------------

   Other operating expenses consist of contract services including centralized
services expenses allocated from NSI, rent, network software costs, 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.

   The decrease in other operating expenses was primarily attributable to the
effect of the transfer of directory publishing activities.  This decrease was
partially offset by the Company's allocated share of employee severance costs,
direct incremental and transition merger-related costs and charges associated
with the write-down of obsolete fixed assets incurred by NSI.  Higher costs for
contract services further offset the decrease in other operating expenses.


OTHER INCOME AND (EXPENSE), NET

                                             Increase
--------------------------------------------------------------------------------
   1997 - 1996                         $454             213.1%
--------------------------------------------------------------------------------

   The change in other income and (expense), net, was attributable to the effect
of a loss related to the disposition of certain property recognized in the third
quarter of 1996.  Additional interest income primarily resulting from the
purchase of short-term investments in December 1996 to pre-fund a trust for the
payment of certain employee benefits also contributed to the change in other
income and (expense), net.

                                       14
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

INTEREST EXPENSE

                                               Increase
--------------------------------------------------------------------------------
   1997 - 1996                         $1,176            14.5%
--------------------------------------------------------------------------------

   Interest expense increased principally due to a reduction in capitalized
interest costs resulting from lower levels of average telephone plant under
construction and additional expense resulting from higher levels of average
short-term debt.

   See Note 7 to the financial statements for additional information about the
Company's debt.


EFFECTIVE INCOME TAX RATES

   For the Years Ended December 31
--------------------------------------------------------------------------------
   1997                                     39.8%
--------------------------------------------------------------------------------
   1996                                     40.7%
--------------------------------------------------------------------------------

   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
lower in 1997 principally due to the effect of prior period adjustments recorded
in 1996.

   A reconciliation of the statutory federal income tax rate to the effective
income tax rate for each period is provided in Note 12 to the financial
statements.


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
December 31, 1997 and 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 additional development
activities or to maintain the Company's capital structure to ensure financial
flexibility.

   As of December 31, 1997, the Company had $8,530,000 of an unused line of
credit with an affiliate, Bell Atlantic Network Funding Corporation.

   The Company's debt ratio was 51.1% at December 31, 1997, compared to 48.7% at
December 31, 1996.


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

   Year "2000" Systems Modifications

   Bell Atlantic has initiated a comprehensive program to evaluate and address
the impact of the year 2000 on its operations. This program includes steps to
(a) identify each item or element that will require date code remediation, (b)
establish a plan for remediation or replacement, (c) implement the fix, (d) test
the remediated product and (e) provide management with assurance of a seamless
transition to the year 2000. The identification and planning phases are
substantially complete and remediation and testing are in process. Bell Atlantic
expects to complete the major portion of its internal date remediation activity
in 1998.

   For the years 1998 through 1999, Bell Atlantic expects to incur total pre-tax
costs of approximately $200 million to $300 million associated with both
internal and external staffing resources for the necessary planning, remediation
and testing and other expenses to prepare its systems for the year 2000.
However, a portion of these costs will not be 

                                       15
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

incremental, but rather will represent the redeployment of existing information
technology resources. Estimated expenses include (a) anticipated license fees
for replacement software that will generally provide increased functionality as
well as year 2000 compliance, and (b) direct remediation costs to provide
priority to year 2000 compliance during the next two years. The cost of planning
and initial remediation incurred through 1997 has not been significant. Certain
other costs, which will be capitalized, represent ongoing investment in systems
upgrades, the timing of which is being accelerated in order to facilitate year
2000 compliance.

   Bell Atlantic expects to complete this effort on a timely basis without
disruption to its customers or operations.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

   The Company is exposed to interest rate risk in the normal course of its
business.  The majority of the Company's debt is fixed rate debt and derivatives
such as interest rate swap agreements have not been employed by the Company.
The Company's short-term borrowings from an affiliate expose its earnings to
changes in short-term interest rates since the interest rate charged on such
borrowings is typically fixed for less than one month.  As of December 31, 1997,
the fair value of the Company's long-term debt was approximately $129 million.
The aggregate hypothetical fair value of this long-term debt assuming a 100-
basis-point upward parallel shift in the yield curve is estimated to be $121
million.  The aggregate hypothetical fair value of this long-term debt assuming
a 100-basis-point downward parallel shift in the yield curve is estimated to be
$139 million.  The fair value of the Company's short-term borrowings from an
affiliate is not significantly affected by changes in market interest rates.

                                       16
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

Item 8.  Financial Statements and Supplementary Data

         The information required by this Item is set forth on Pages F-1 through
         F-20.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         Not applicable.


                                   PART III
                                        

Item 10. Directors and Executive Officers of Registrant

         (Omitted pursuant to General Instruction I(2).)


Item 11. Executive Compensation

         (Omitted pursuant to General Instruction I(2).)


Item 12. Security Ownership of Certain Beneficial Owners and Management

         (Omitted pursuant to General Instruction I(2).)


Item 13. Certain Relationships and Related Transactions

         (Omitted pursuant to General Instruction I(2).)


                                    PART IV
                                        

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a) The following documents are filed as part of this report:

         (1) Financial Statements

               See Index to Financial Statements and Financial Statement
               Schedule appearing on Page F-1.

         (2) Financial Statement Schedules

               See Index to Financial Statements and Financial Statement
               Schedule appearing on Page F-1.

                                       17
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

                                    PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
          (Continued)

          (3)  Exhibits

                   Exhibits identified in parentheses below, on file with the
                   Securities and Exchange Commission (SEC), are incorporated
                   herein by reference as exhibits hereto.

          3a   Certificate of Incorporation of the registrant, as amended and
               restated June 17, 1987. (Exhibit 3a to the registrant's Annual
               Report on Form 10-K for the year ended December 31, 1987, File
               No. 1-7757.)

               3a(i)   Certificate of Amendment of Certificate of Incorporation,
                       dated August 14, 1992. (Exhibit 3a(i) to the registrant's
                       Annual Report on Form 10-K for the year ended December
                       31, 1992, File No. 1-7757.)

               3a(ii)  Certificate of Amendment of Certificate of Incorporation,
                       dated January 10, 1994 and filed January 13, 1994.
                       (Exhibit 3a(ii) to the registrant's Annual Report on Form
                       10-K for the year ended December 31, 1993, File No. 
                       1-7757.)

          3b   By-Laws of the registrant, as amended December 15, 1995. (Exhibit
               3b to the registrant's Annual Report on Form 10-K for the year
               ended December 31, 1995, File No. 1-7757.)

               3b(i)   Consent of Sole Stockholder of Bell Atlantic - Delaware,
                       Inc., dated December 15, 1995. (Exhibit 3b(i) to the
                       registrant's Annual Report on Form 10-K for the year
                       ended December 31, 1995, File No. 1-7757.)

          4    No instrument which defines the rights of holders of long-term
               debt of the registrant is filed herewith pursuant to Regulation 
               S-K, Item 601(b)(4)(iii)(A). Pursuant to this regulation, the
               registrant hereby agrees to furnish a copy of any such instrument
               to the SEC upon request.

          10a  Agreement among Bell Atlantic Network Services, Inc. and the Bell
               Atlantic Corporation telephone subsidiaries, dated November 7,
               1983. (Exhibit 10b to Bell Atlantic Corporation Annual Report on
               Form 10-K for the year ended December 31, 1993, File No. 1-8606.)

          27.1 Financial Data Schedule - 1997.

          27.2 Restated Financial Data Schedule - 1996.

          27.3 Restated Financial Data Schedule - 1995.

     (b)  Reports on Form 8-K:

               There were no Current Reports on Form 8-K filed during the
               quarter ended December 31, 1997.

                                       18
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

                                  SIGNATURES


   Pursuant to the requirements of Section 13 or 15(d) 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.


                                      By  /s/ Edwin F. Hall
                                         ------------------------------------
                                              Edwin F. Hall
                                              Controller



March 25, 1998


   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.


Signature                          Title                          Date
---------                          -----                          ----


/s/ Joshua W. Martin III           President and                  March 25, 1998
-------------------------------    Chief Executive Officer
    Joshua W. Martin III           and Director
                                   (Principal Executive Officer)


/s/ Edwin F. Hall                  Controller                     March 25, 1998
-------------------------------    (Principal Financial Officer)
    Edwin F. Hall           


/s/ David W. Jeffers               Director                       March 25, 1998
--------------------------------                          
    David W. Jeffers


/s/ Gilbert H. Smith, Jr.          Director                       March 25, 1998
--------------------------------                          
    Gilbert H. Smith, Jr.

                                       19
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

         Index to Financial Statements and Financial Statement Schedule
                                        

 
                                                                            Page
                                                                            ----
                                                             
   Report of Independent Accountants......................................  F-2
                                                             
   Statements of Income and Reinvested Earnings              
      For the years ended December 31, 1997, 1996 and 1995................  F-3
                                                             
   Balance Sheets - December 31, 1997 and 1996............................  F-4
                                                             
   Statements of Cash Flows                                  
      For the years ended December 31, 1997, 1996 and 1995................  F-6
                                                             
   Notes to Financial Statements..........................................  F-7
                                                             
   Schedule II - Valuation and Qualifying Accounts           
      For the years ended December 31, 1997, 1996 and 1995................  F-20
 

Financial statement schedules other than that listed above have been omitted
because such schedules are not required or applicable.

                                      F-1
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

                       REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Shareowner of
Bell Atlantic - Delaware, Inc.


We have audited the financial statements and financial statement schedule of
Bell Atlantic - Delaware, Inc. as listed in the index on page F-1 of this Form
10-K.  The financial statements give retroactive effect to the merger of Bell
Atlantic Corporation (the Company's parent company) and NYNEX Corporation on
August 14, 1997, which has been accounted for as a pooling of interests, as
described in Note 2 to the financial statements.  The financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statements and
financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bell Atlantic - Delaware, Inc.
as of December 31, 1997 and 1996, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1997 in
conformity with generally accepted accounting principles.  In addition, in our
opinion, the financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information required to be included therein.

As discussed in Note 3 to the financial statements, in 1996, the Company changed
its method of accounting for directory publishing revenues and expenses.



/s/ COOPERS & LYBRAND L.L.P.



2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 9, 1998

                                      F-2
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

                  STATEMENTS OF INCOME AND REINVESTED EARNINGS
                        For the Years Ended December 31
                             (Dollars in Thousands)
<TABLE> 
<CAPTION>  
                                                              1997        1996        1995
                                                            --------    --------    --------
<S>                                                         <C>         <C>         <C> 
OPERATING REVENUES (including $7,506, $9,249 
  and $13,134 to affiliates)...........................     $266,353    $281,555    $261,775
                                                            --------    --------    --------
 
OPERATING EXPENSES
  Employee costs, including benefits and taxes.........       49,255      56,372      55,950
  Depreciation and amortization........................       60,941      56,867      57,348
  Taxes other than income..............................        5,477       5,622       5,413
  Other (including $63,768, $65,596                   
    and $52,812 to affiliates).........................       83,163      90,839      79,099
                                                            --------    --------    --------
                                                             198,836     209,700     197,810
                                                            --------    --------    --------
                                                         
OPERATING INCOME.......................................       67,517      71,855      63,965
                                                         
OTHER INCOME AND (EXPENSE), NET (including $0, 
  $7 and $0 from affiliate)............................          241        (213)        115
 
INTEREST EXPENSE (including $2,178, $1,722
  and $1,660 to affiliates)............................        9,287       8,111       7,709
                                                            --------    --------    --------
 
Income Before Provision for Income Taxes, and
  Cumulative Effect of Change in Accounting Principle..       58,471      63,531      56,371
PROVISION FOR INCOME TAXES.............................       23,283      25,878      22,329
                                                            --------    --------    --------
 
Income Before Extraordinary Item and Cumulative 
  Effect of Change in Accounting Principle.............       35,188      37,653      34,042
 
CUMULATIVE EFFECT OF CHANGE IN 
  ACCOUNTING PRINCIPLE
  Directory Publishing, Net of Tax.....................          ---          88         ---
                                                            --------    --------    --------
 
NET INCOME.............................................     $ 35,188    $ 37,741    $ 34,042
                                                            ========    ========    ========
 
 
REINVESTED EARNINGS
  At beginning of year.................................     $ 25,150    $ 22,030    $ 16,145   
  Add: net income......................................       35,188      37,741      34,042   
                                                            --------    --------    --------   
                                                              60,338      59,771      50,187   
  Deduct: dividends....................................       28,800      33,800      28,100   
          other changes................................        3,385         821          57   
                                                            --------    --------    --------   
  At end of year.......................................     $ 28,153    $ 25,150    $ 22,030    
                                                            ========    ========    ========
 </TABLE>



                       See Notes to Financial Statements.

                                      F-3
<PAGE>
 
                        Bell Atlantic - Delaware, Inc. 

                                BALANCE SHEETS
                             (Dollars in Thousands)
                                        

                                     ASSETS
                                     ------

                                                              December 31
                                                      --------------------------
                                                        1997              1996
                                                      --------          --------
CURRENT ASSETS                                          
Short-term investments.........................       $  4,060          $  5,106
Accounts receivable:                                    
  Trade and other, net of allowances for             
     uncollectibles of $5,048 and $5,616.......         47,425            47,263
  Affiliates...................................          4,421             5,783
Material and supplies..........................          3,107             2,911
Prepaid expenses...............................          5,409            10,847
Deferred income taxes..........................          3,032               108
Other..........................................            534               517
                                                      --------          --------
                                                        67,988            72,535
                                                      --------          --------
 
PLANT, PROPERTY AND EQUIPMENT..................        793,533           743,519
Less accumulated depreciation..................        404,162           373,314
                                                      --------          --------
                                                       389,371           370,205
                                                      --------          --------
                                                               
OTHER ASSETS...................................         15,467             4,286
                                                      --------          --------
                                                               
TOTAL ASSETS...................................       $472,826          $447,026
                                                      ========          ========




                       See Notes to Financial Statements.

                                      F-4
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

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


                                        

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

                                                              December 31
                                                      --------------------------
                                                        1997              1996
                                                      --------          --------
CURRENT LIABILITIES
Debt maturing within one year:
  Note payable to affiliate......................     $ 31,470          $ 14,982
  Other..........................................           88               ---
Accounts payable and accrued liabilities:
  Affiliates.....................................       30,544            32,804
  Other..........................................       48,763            38,662
Advance billings and customer deposits...........        8,135             7,892
                                                      --------          --------
                                                       119,000            94,340
                                                      --------          --------
LONG-TERM DEBT:
Note payable to affiliate........................       20,000            20,000
Other............................................      101,449           101,171
                                                      --------          --------
                                                       121,449           121,171
                                                      --------          --------
 
EMPLOYEE BENEFIT OBLIGATIONS.....................       48,278            50,620
                                                      --------          --------
 
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes............................       23,296            19,063
Unamortized investment tax credits...............        2,427             2,849
Other............................................       11,781            15,391
                                                      --------          --------
                                                        37,504            37,303
                                                      --------          --------
 
COMMITMENTS (Note 6)
 
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..............................       28,153            25,150
                                                      --------          --------
                                                       146,595           143,592
                                                      --------          --------
 
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT....     $472,826          $447,026
                                                      ========          ========



                       See Notes to Financial Statements.

                                      F-5
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

                            STATEMENTS OF CASH FLOWS
                        For the Years Ended December 31
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
 
 
                                                                  1997          1996          1995
                                                                --------      --------      -------- 
<S>                                                             <C>           <C>           <C>
 
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................................     $ 35,188      $ 37,741      $ 34,042
Adjustments to reconcile net income to
  net cash provided by operating activities:
      Depreciation and amortization........................       60,941        56,867        57,348
      Cumulative effect of change in accounting
        principle, net of tax..............................          ---           (88)          ---
      Deferred income taxes, net...........................        3,736         3,699         1,887
      Investment tax credits...............................         (422)         (572)         (772)
      Other items, net.....................................          134          (796)          (35)
      Changes in certain assets and liabilities:
         Accounts receivable...............................        1,263        (3,124)       (7,823)
         Material and supplies.............................         (196)       (1,173)         (158)
         Other assets......................................       (1,957)        3,205        (3,089)
         Accounts payable and accrued liabilities..........       (1,219)        7,819         1,514
         Employee benefit obligations......................       (2,342)          234           754
         Other liabilities.................................       (3,468)       (5,795)        2,445
                                                                --------      --------      --------
Net cash provided by operating
 activities................................................       91,658        98,017        86,113
                                                                --------      --------      --------
 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments........................       (6,060)       (7,106)       (2,201)
Proceeds from sale of short-term investments...............        7,106         2,000         2,201
Additions to plant, property and equipment.................      (82,803)      (68,806)      (69,635)
Other, net.................................................        2,865         2,197           647
                                                                --------      --------      --------
Net cash used in investing activities......................      (78,892)      (71,715)      (68,988)
                                                                --------      --------      --------
 
CASH FLOWS FROM FINANCING ACTIVITIES
Principal repayments of capital lease obligations..........          (50)          ---           ---
Net change in short-term note payable to affiliate.........       16,488         6,262        (3,318)
Net change in long-term note payable to affiliate..........          ---           ---        20,000
Dividends paid.............................................      (28,800)      (33,800)      (28,100)
Net change in outstanding checks drawn
  on controlled disbursement accounts......................         (404)        1,236        (5,707)
                                                                --------      --------      --------
Net cash used in financing activities......................      (12,766)      (26,302)      (17,125)
                                                                --------      --------      --------
 
NET CHANGE IN CASH.........................................          ---           ---           ---
 
CASH, BEGINNING OF YEAR....................................          ---           ---           ---
                                                                --------      --------      --------
 
CASH, END OF YEAR..........................................     $    ---      $    ---      $    ---
                                                                ========      ========      ========
</TABLE>



                       See Notes to Financial Statements.

                                      F-6
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

                         NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Description of Business

   Bell Atlantic - Delaware, Inc. (the Company) is a wholly owned subsidiary of
Bell Atlantic Corporation (Bell Atlantic).  The Company operates in a single
industry segment - communications and related services.  The Company provides
two basic types of telecommunications services within a single Local Access and
Transport Area (LATA) which contains the state of Delaware and southeastern
Pennsylvania.  First, the Company transports telecommunications traffic between
subscribers located within the same LATA (intraLATA service), including both
local and long distance services.  Local service includes the provision of local
exchange, local private line and public telephone services.  Long distance
service includes message toll service and intraLATA Wide Area Toll Service/800
services.  Second, the Company provides exchange access service, which links a
subscriber's telephone equipment to the facilities of an interexchange carrier
which, in turn, provides telecommunications service between LATAs (interLATA
service) to their customers. The Company also provides exchange access service
to carriers which provide intrastate intraLATA long distance telecommunications
service.  Other services provided by the Company include customer premises
wiring and maintenance and billing and collection services. Effective January 1,
1997, the Company transferred certain assets and liabilities associated with its
directory publishing activities to a newly formed, wholly owned subsidiary (see
Note 4).

   The telecommunications industry is undergoing substantial changes as a result
of the Telecommunications Act of 1996, other public policy changes and
technological advances.  These changes are likely to bring increased competitive
pressures, but will also open new markets to Bell Atlantic, such as long
distance services within its geographic region, upon completion of certain
requirements of the Telecommunications Act.

   Basis of Presentation

   On August 14, 1997, Bell Atlantic and NYNEX Corporation (NYNEX) completed a
merger, which was accounted for as a pooling of interests.  The financial
statements include certain reclassifications in presentation and certain
retroactive adjustments to conform accounting methodologies as a result of the
merger (see Note 2).

   The Company prepares its financial statements in accordance with generally
accepted accounting principles which require management to make estimates and
assumptions that affect the reported amounts or certain disclosures.  Actual
results could differ from those estimates.

   Revenue Recognition

   The Company recognizes revenues when services are rendered based on usage of
its local exchange network and facilities.

   Maintenance and Repairs

   The Company charges the cost of maintenance and repairs, including the cost
of replacing minor items not constituting substantial betterments, to Operating
Expenses.

   Cash and Cash Equivalents

   The Company considers all highly liquid investments with a maturity of 90
days or less when purchased to be cash equivalents, except cash equivalents held
as short-term investments.  Cash equivalents are stated at cost, which
approximates market value.

   Short-term Investments

   Short-term investments consist of cash equivalents held in trust to pay for
certain employee benefits.  Short-term investments are stated at cost, which
approximates market value.

                                      F-7
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

   Material and Supplies 

   New and reusable materials are carried in inventory, principally at average
original cost, except that specific costs are used in the case of large
individual items.

   Plant and Depreciation

   The Company states plant, property, and equipment at cost.  Depreciation
expense is principally based on the composite group remaining life method and
straight-line composite rates.  This method provides for the recognition of the
cost of the remaining net investment in telephone plant, less anticipated net
salvage value, over the remaining asset lives. This method requires the periodic
revision of depreciation rates. The Company used the following asset lives:

 
   Average Lives (in years)
   -------------------------------------------------------
   Buildings........................             18 - 40
   Central office equipment.........              5 - 12
   Cable, wiring and conduit........             16 - 50
   Other equipment..................              5 - 30


   When depreciable plant is replaced or retired, the carrying amount of such
plant is deducted from the respective accounts and charged to accumulated
depreciation.  Gains or losses on disposition are amortized with the remaining
net investment in telephone plant.

   Computer Software Costs

   The Company capitalizes initial right-to-use fees for central office
switching equipment, including initial operating system and initial application
software costs.  For noncentral office equipment, only the initial operating
system software is capitalized.  Subsequent additions, modifications, or
upgrades of initial software programs, whether operating or application
packages, are expensed as incurred.

   Capitalization of Interest Costs

   The Company capitalizes interest associated with the acquisition or
construction of plant assets. Capitalized interest is reported as a cost of
plant and a reduction in interest cost.

   Income Taxes

   Bell Atlantic and its domestic subsidiaries, including the Company, file a
consolidated federal income tax return.

   The consolidated amount of current and deferred tax expense is allocated by
applying the provisions of SFAS No. 109, "Accounting for Income Taxes" to each
subsidiary as if it were a separate taxpayer.

   The Company uses the deferral method of accounting for investment tax credits
earned prior to repeal of investment tax credits by the Tax Reform Act of 1986.
The Company also defers certain transitional credits earned after the repeal.
These credits are being amortized as a reduction to the Provision for Income
Taxes over the estimated service lives of the related assets.

   Advertising Costs

   Advertising costs are expensed as incurred.

   Stock-Based Compensation

   The Company participates in stock-based compensation plans sponsored by Bell
Atlantic.  Bell Atlantic accounts for stock-based employee compensation plans
under Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations.  Effective January 1, 1996,
Bell Atlantic adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation" (see Note 10).

                                      F-8
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

2. BELL ATLANTIC - NYNEX MERGER

   On August 14, 1997, Bell Atlantic and NYNEX completed a merger of equals
under a definitive merger agreement entered into on April 21, 1996 and amended
on July 2, 1996.  The stockholders of each company approved the merger at
special meetings held in November 1996.  Under the terms of the amended
agreement, NYNEX became a wholly owned subsidiary of Bell Atlantic.  The merger
has been accounted for as a pooling of interests.

   As a result of conforming the accounting methodologies of Bell Atlantic and
NYNEX, the Company has recorded an after-tax charge of $419,000 to reinvested
earnings as if the merger had occurred as of the beginning of the earliest
period presented.

Merger-Related Costs
   Results of operations for 1997 include merger-related pre-tax costs of
approximately $500,000 for direct incremental costs and $1,200,000 for employee
severance costs. These costs include approximately $1,200,000 representing the
Company's allocated share of merger-related costs from Bell Atlantic Network
Services, Inc. (NSI), an affiliate which provides centralized services on a
contract basis. Costs allocated from NSI are included in Other Operating
Expenses.

   Direct incremental costs consist of expenses associated with compensation
arrangements related to completing the merger transaction.  Employee severance
costs, as recorded under SFAS No. 112, "Employers' Accounting for Postemployment
Benefits," represent the Company's proportionate share of benefit costs for the
separation by the end of 1999 of management employees who are entitled to
benefits under pre-existing Bell Atlantic separation pay plans.


3. CHANGE IN ACCOUNTING PRINCIPLE - DIRECTORY PUBLISHING

   Effective January 1, 1996, the Company changed its method of accounting for
directory publishing revenues and expenses from the amortized method to the
point-of-publication method.  Under the point-of-publication method, revenues
and expenses are recognized when the directories are published rather than over
the lives of the directories, as under the amortized method.  The Company
believes the point-of-publication method is preferable because it is the method
generally followed by publishing companies.

   This accounting change resulted in a one-time, noncash increase in net income
of $88,000 (net of income tax of $59,000), which is reported as a cumulative
effect of a change in accounting principle at January 1, 1996.  On an annual
basis, the financial impact of applying this method in 1996 was not significant,
and it would not have been significant had it been applied in 1995.


4. 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's 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 $3,500,000, and
consisted of deferred directory production costs (included in prepaid expenses),
fixed assets, and related deferred tax liabilities.

   Revenues related to the Company's directory publishing activities transferred
were approximately $34,000,000 and $30,600,000 for the years ended December 31,
1996 and 1995, respectively.  Direct expenses related to the directory
publishing activities transferred were approximately $12,600,000 and $9,700,000
for the years ended December 31, 1996 and 1995, respectively.  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.

                                      F-9
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

5. PLANT, PROPERTY AND EQUIPMENT

   Plant, property and equipment, which is stated at cost, is summarized as
follows at December 31:

 
                                                      1997            1996
                                                    ---------       ---------
                                                       (Dollars in Thousands)
                                       
   Land.......................................      $   2,695       $   2,695
   Buildings..................................         55,700          52,447
   Central office equipment...................        311,699         294,408
   Cable, wiring and conduit..................        351,119         331,748
   Other equipment............................         60,354          56,973
   Other......................................            683             262
   Construction-in-progress...................         11,283           4,986
                                                    ---------       ---------
                                                      793,533         743,519
   Accumulated depreciation...................       (404,162)       (373,314)
                                                    ---------       ---------
   Total......................................      $ 389,371       $ 370,205
                                                    =========       =========
 
6. LEASES

   The Company leases certain facilities and equipment for use in its operations
under both capital and operating leases. Plant, property and equipment included
capital leases of $390,000 and related accumulated amortization of $55,000 at
December 31, 1997.  The Company incurred $390,000 in initial capital lease
obligations in 1997 and no capital lease obligations in 1996 and 1995.

   Total rent expense amounted to $6,774,000 in 1997, $5,993,000 in 1996 and
$5,644,000 in 1995.  Of these amounts, $5,651,000, $4,724,000 and $4,300,000 in
1997, 1996 and 1995, respectively, were lease payments to affiliated companies.

   At December 31, 1997, the aggregate minimum rental commitments under
noncancelable capital leases for the periods shown are as follows:

 
   Years                                         (Dollars in Thousands)
   -----                                         ----------------------
 
   1998.......................................            $109
   1999.......................................             108
   2000.......................................             108
   2001.......................................              61
   2002.......................................             ---
   Thereafter.................................             ---
                                                          ----
   Total minimum rental commitments...........             386
                                             
   Less interest and executory costs..........              46
                                                          ----
   Present value of minimum                  
      lease payments..........................             340
   Less current installments..................              88
                                                          ----
   Long-term obligation at                   
      December 31, 1997.......................            $252
                                                          ====

                                      F-10
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

7. DEBT

   Debt Maturing Within One Year

   Debt maturing within one year consists of the following at December 31:
 
                                                          1997         1996
                                                         -------      -------
                                                        (Dollars in Thousands)
 
   Note payable to affiliate (BANFC)................     $31,470      $14,982
   Long-term debt maturing within one year..........          88          ---
                                                         -------      -------
   Note payable to affiliate (BANFC)................     $31,558      $14,982
                                                         =======      =======
 
   Weighted average interest rate for note payable
     outstanding at year-end........................        5.8%         5.5%
                                                         =======      =======

   The Company has a contractual agreement with an affiliated company, Bell
Atlantic Network Funding Corporation (BANFC), for the provision of short-term
financing and cash management services.  BANFC issues commercial paper and
obtains bank loans to fund the working capital requirements of Bell Atlantic's
network services subsidiaries, including the Company, and invests funds in
temporary investments on their behalf.  At December 31, 1997, the Company had
$8,530,000 of an unused line of credit with BANFC.

   Long-Term Debt

   Long-term debt consists principally of debentures issued by the Company.
Interest rates and maturities of the amounts outstanding are as follows at
December 31:
 
                                                          1997         1996
                                                         --------     -------- 
                                                        (Dollars in Thousands)
 
   Ten year 6 1/8%, due 2003.........................    $ 20,000     $ 20,000
   Forty year 4 5/8%, due 2005.......................       7,000        7,000
   Forty year 7%, due 2008...........................      10,000       10,000
   Forty year 7 3/4%, due 2013.......................      15,000       15,000
   Thirty year 8 3/8%, due 2019......................      15,000       15,000
   Thirty year 7%, due 2023..........................      20,000       20,000
   Forty year 8 5/8%, due 2031.......................      15,000       15,000
                                                         --------     --------
                                                          102,000      102,000
 
   Unamortized discount and premium, net.............        (803)        (829)
   Capital lease obligations - average rate 6.3%.....         340          ---
   Note payable to affiliate (BANSHI),
        five year 5.95%, due 2000....................      20,000       20,000
                                                         --------     --------
   Total long-term debt, including current maturities     121,537      121,171
   Less maturing within one year.....................          88          ---
                                                         --------     --------
   Total long-term debt..............................    $121,449     $121,171
                                                         ========     ========

   Long-term debt outstanding at December 31, 1997 includes $32,000,000 that is
callable by the Company.  The call prices range from 102.28% to 100.38% of face
value, depending upon the remaining term to maturity of the issue.  In addition,
$15,000,000 of long-term debt, bearing interest at 8 3/8%, will become
redeemable only on September 15, 1999 at the option of the holders.  The
redemption price will be 100.0% of face value plus accrued interest.

   The Company has a promissory note payable to an affiliated company, Bell
Atlantic NSI Holdings, Inc. (BANSHI). The note bears interest at 5.95% and is
due on December 1, 2000.

                                      F-11
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

8. FINANCIAL INSTRUMENTS

   Concentrations of Credit Risk

   Financial instruments that subject the Company to concentrations of credit
risk consist primarily of short-term investments and trade receivables.

   Concentrations of credit risk with respect to trade receivables other than
those from AT&T are limited due to the large number of customers.  For the years
ended December 31, 1997, 1996 and 1995, revenues generated from services
provided to AT&T (primarily network access and billing and collection) were
$17,361,000, $18,254,000 and $19,525,000, respectively.

   Fair Values of Financial Instruments

   The table below provides additional information about the Company's material
financial instruments at December 31, 1997:

   Financial Instrument                 Valuation Method
   --------------------------------------------------------------------------
   Note payable to affiliate (BANFC)    Carrying amounts
     and short-term investments                      
                                                     
   Debt (excluding capital leases)      Market quotes for  similar terms
     and note payable to                and maturities or future cash flows
     affiliate (BANSHI)                 discounted at current rates

                                                1997                1996
                                        -------------------  -------------------
                                        Carrying     Fair    Carrying    Fair
                                         Amount      Value    Amount     Value
                                        --------    -------  ---------  --------
                                                 (Dollars in Thousands)

   Debt................................ $132,667    $140,517 $116,153   $120,862
   Note payable to affiliate (BANSHI)..   20,000      20,028   20,000     19,674

                                                        
9. SHAREOWNER'S INVESTMENT                              

                                                        Common        Reinvested
   (Dollars in Thousands)                                Stock         Earnings
   ---------------------------                         ---------      ----------

   Balance at December 31, 1994, as reported........   $118,442         $16,564
   Adjustment for conforming accounting                           
     methodologies..................................                       (419)
                                                       --------        --------
   Balance at December 31, 1994, restated...........    118,442          16,145
                                                                  
   Net income.......................................                     34,042
   Dividends paid to Bell Atlantic..................                    (28,100)
   Other............................................                        (57)
                                                       --------        --------
   Balance at December 31, 1995.....................    118,442          22,030
                                                                  
   Net income.......................................                     37,741
   Dividends paid to Bell Atlantic..................                    (33,800)
   Other............................................                       (821)
                                                       --------        --------
   Balance at December 31, 1996.....................    118,442          25,150
                                                                  
   Net income.......................................                     35,188
   Dividends paid to Bell Atlantic..................                    (28,800)
   Other............................................                     (3,385)
                                                       --------        --------
   Balance at December 31, 1997.....................   $118,442        $ 28,153
                                                       ========        ========

                                      F-12
<PAGE>
 
                        Bell Atlantic - Delaware, Inc. 

     As a result of conforming the accounting methodologies of Bell Atlantic and
NYNEX, the Company has recorded an after-tax charge of $419,000 to Reinvested
Earnings as if the merger had occurred as of the beginning of the earliest
period presented.


10.  STOCK INCENTIVE PLANS

     The Company participates in stock-based compensation plans sponsored by
Bell Atlantic. Bell Atlantic applies APB Opinion No. 25 and related
interpretations in accounting for the plans. Effective January 1, 1996, Bell
Atlantic adopted the disclosure-only provisions of SFAS No. 123. If Bell
Atlantic had elected to recognize compensation expense based on the fair value
at the grant dates for 1995 and subsequent awards consistent with the provisions
of SFAS No. 123, the Company's pro forma net income for the years ended December
31, 1997, 1996 and 1995 would have been $34,889,000, $37,325,000 and
$33,673,000, respectively, compared to as reported net income of $35,188,000,
$37,741,000 and $34,042,000 for the corresponding years. These results may not
be representative of the effects on pro forma net income for future years.

     The pro forma net income amounts were determined using the Black-Scholes
option-pricing model based on the following weighted-average assumptions:

                                           1997      1996      1995
                                          ------    ------    ------
                                                          
     Dividend yield..................      4.86%     4.90%     5.10%
     Expected volatility.............     14.87%    14.70%    15.90%
     Risk-free interest rate.........      6.35%     5.40%     7.60%
     Expected lives (in years).......         5      4.5       4.5


     The weighted average value of options granted was $8.60 per option during
1997, $7.23 per option during 1996 and $7.46 per option during 1995.


11.  EMPLOYEE BENEFITS

     The Company participates in the Bell Atlantic benefit plans.  In 1997,
following the completion of the merger, Bell Atlantic continued to maintain
separate benefit plans for employees of the former NYNEX companies.  The assets
of the Bell Atlantic and NYNEX pension and savings plans have been commingled in
a master trust.  The actuarial assumptions used are based on financial market
interest rates, past experience, and management's best estimate of future
benefit changes and economic conditions. Changes in these assumptions may impact
future benefit costs and obligations.

     Effective January 1, 1998, Bell Atlantic established common pension and
savings plans benefit provisions for all management employees. As a result,
continuing NYNEX management employees will receive the same benefit levels as
previously given under Bell Atlantic management plans.  Pension and other
postretirement benefits for associate employees are subject to collective
bargaining agreements, and no changes were bargained in 1997.  Modifications in
associate benefits have been bargained from time to time, and Bell Atlantic may
also periodically amend the benefits in the management plans. Substantive
commitments for future amendments are reflected in the pension costs and benefit
obligations.

     The structure of Bell Atlantic's benefit plans does not provide for the
determination of certain disclosures required by SFAS No. 87, "Employers'
Accounting for Pensions" and SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions". The required information is
provided on a consolidated basis in Bell Atlantic's Annual Report on Form 10-K
for the year ended December 31, 1997, which shows combined results and weighted-
average assumptions. The Company's benefit costs and obligations for 1997, 1996
and 1995 were based on the historic benefit plans and actuarial assumptions as
shown in the tables below.

     Pension Plans

     Bell Atlantic sponsors noncontributory defined benefit pension plans
covering substantially all of its management and associate employees. Benefits
for associate employees are determined by a flat dollar amount per year of
service according to job classification. Effective December 31, 1995, the plan
covering management employees was converted to 

                                      F-13
<PAGE>

                        Bell Atlantic - Delaware, Inc. 
 
a cash balance plan with benefits determined by compensation credits related to
age and service and interest credits based on individual account balances. The
management pension benefit for prior years was based on a stated percentage of
adjusted career average earnings.

     Under the cash balance plan, each management employee's opening account
balance was determined by converting the accrued pension benefit as of December
31, 1995 to a lump-sum amount based on the prior plan's provisions.  The lump-
sum value was then multiplied by a transition factor based on age and service to
arrive at the opening balance.

     Bell Atlantic's objective in funding the plans is to accumulate funds at a
relatively stable level over participants' working lives so that benefits are
fully funded at retirement.  Plan assets consist principally of investments in
domestic and foreign corporate equity securities, U.S. and foreign government
and corporate debt securities, and real estate.

     Pension (benefit) cost was $(2,209,000), $909,000 and $763,000 for the
years ended December 31, 1997, 1996 and 1995, respectively. The change in
pension cost from year to year was caused by a number of variables, including
changes in actuarial assumptions (see table below), favorable returns on plan
assets and plan amendments.

     The significant assumptions used for the pension measurements were as
follows at December 31:

                                                        1997   1996   1995
                                                       ------ ------ ------
   
     Discount rate....................................  7.25%  7.75%  7.25%
     Rate of future increases in compensation levels
      Management - through 2000.......................  3.00   4.75   4.75
      Management - thereafter.........................  4.50   4.75   4.75
      Associate.......................................  4.00   4.75   4.75

     The expected long-term rate of return on plan assets was 8.90 % for 1997
and 8.25% for 1996 and 1995.

     Postretirement Benefits Other Than Pensions

     Bell Atlantic's postretirement health and life insurance benefit plans
cover substantially all of the Company's management and associate employees.
Postretirement health benefit costs are based on comprehensive medical and
dental plan provisions. Postretirement life insurance costs are based on annual
basic pay at retirement.

     In 1996, Bell Atlantic restructured certain postretirement health and life
insurance obligations and assets to create a single plan.  The remaining
postretirement benefits continue to be provided by separate plans.  The
restructure did not affect plan benefits or postretirement benefit costs or
obligations.

     Bell Atlantic funds the postretirement health and life insurance benefits
of current and future retirees. Plan assets consist principally of investments
in domestic and foreign corporate equity securities, and U.S. Government and
corporate debt securities.

     Postretirement benefit cost was $2,241,000, $3,764,000 and $3,802,000 for
the years ended December 31, 1997, 1996 and 1995, respectively. The change in
postretirement benefit cost from year to year was caused by a number of
variables, including changes in actuarial assumptions (see table below), changes
in plan provisions, favorable medical claims experience and favorable returns on
plan assets.

                                      F-14
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

     Assumptions used in the actuarial computations for postretirement benefits
are as follows at December 31:
 
                                                        1997   1996   1995
                                                       ------ ------ ------
   
     Discount rate....................................  7.25%  7.75%  7.25%
     Rate of future increases in compensation levels
      Management - through 2000.......................  3.00   4.75   4.75
      Management - thereafter.........................  4.50   4.75   4.75
      Associate.......................................  4.00   4.75   4.75
     Medical cost trend rate:
      Year ending.....................................  6.50   7.00  10.00
      Ultimate (year 2001 for 1997 and 1996,                
        2003 for 1995)................................  5.00   5.00   5.00
     Dental cost trend rate:                                
      Year ending.....................................  3.50   4.00   4.00
      Ultimate (year 2002)............................  3.00     --     --

     The expected long-term rate of return on plan assets was 8.90% for 1997 and
8.25% for 1996 and 1995.

     Savings Plans and Employee Stock Ownership Plans

     Substantially all of the Company's employees are eligible to participate in
savings plans established by Bell Atlantic to provide opportunities for eligible
employees to save for retirement on a tax-deferred basis and encourage employees
to acquire and maintain an equity interest in Bell Atlantic.  Under these plans,
a certain percentage of eligible employee contributions are matched with shares
of Bell Atlantic common stock. The Company matches employee contributions
through two leveraged employee stock ownership plans (ESOPs) maintained by Bell
Atlantic. Bell Atlantic recognizes leveraged ESOP cost based on the modified
shares allocated method for the leveraged ESOP trusts that held securities
before December 15, 1989. The Company recognizes its proportionate share of
total ESOP cost based on the Company's matching obligation attributable to
participating Company employees. The Company recorded total ESOP cost of
$916,000, $964,000 and $1,091,000 in 1997, 1996 and 1995, respectively.
 
 
12.  INCOME TAXES

     The components of income tax expense are as follows:
 
                                                      Years Ended December 31
                                                    ----------------------------
                                                      1997      1996      1995
                                                    --------  --------  --------
                                                       (Dollars in Thousands)
                                                  
     Current:                                     
       Federal....................................  $15,724   $17,750   $16,713
       State and local............................    4,245     5,001     4,501
                                                    -------   -------   -------
       Total......................................   19,969    22,751    21,214
                                                    -------   -------   -------
                                                  
     Deferred:                                    
       Federal....................................    2,835     2,918     1,428
       State and local............................      901       781       459
                                                    -------   -------   -------
       Total......................................    3,736     3,699     1,887
                                                    -------   -------   -------
                                                     23,705    26,450    23,101
     Investment tax credits.......................     (422)     (572)     (772)
                                                    -------   -------   -------
     Total income tax expense.....................  $23,283   $25,878   $22,329
                                                    =======   =======   =======


                                      F-15
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

     The provision for income taxes varies from the amount computed by applying
the statutory federal income tax rate to income before provision for income
taxes.  The difference is attributable to the following factors:

                                                        Years Ended December 31
                                                       -------------------------
                                                        1997      1996     1995
                                                       ------    ------   ------
                                                       
     Statutory federal income tax rate................  35.0%     35.0%    35.0%
     Investment tax credits...........................   (.5)      (.6)     (.8)
     State income taxes, net of federal tax benefits..   5.7       5.9      5.7
     Other, net.......................................   (.4)       .4      (.3)
                                                        ----      ----     ---- 
     Effective income tax rate........................  39.8%     40.7%    39.6%
                                                        ====      ====     ==== 


     Deferred taxes arise because of differences in the book and tax bases of
certain assets and liabilities.  Significant components of deferred tax
liabilities (assets) were as follows at December 31:
 
                                                            1997        1996
                                                         ----------  ----------
                                                         (Dollars in Thousands)
                                                    
     Deferred tax liabilities:                      
       Depreciation...................................    $ 55,900     $ 52,800
       Other..........................................       4,700        9,900
                                                          --------     --------
                                                            60,600       62,700
                                                          --------     --------
     Deferred tax assets:                           
       Employee benefits..............................     (28,900)     (29,300)
       Investment tax credits.........................        (900)      (1,100)
       Advance payments...............................      (1,600)      (2,200)
       Other..........................................      (8,900)     (11,100)
                                                          --------     --------
                                                           (40,300)     (43,700)
                                                          --------     --------
     Net deferred tax liability.......................    $ 20,300     $ 19,000
                                                          ========     ========

     Deferred tax assets include approximately $22,000,000 at December 31, 1997
and 1996 related to postretirement benefit costs recognized under SFAS No. 106.
This deferred tax asset will gradually be realized over the estimated lives of
current retirees and employees.


13.  ADDITIONAL FINANCIAL INFORMATION

 
                                                             December 31
                                                        ----------------------
                                                           1997        1996
                                                        ----------  ----------
                                                        (Dollars in Thousands)
                                                      
     BALANCE SHEETS:                                  
     Accounts payable and accrued liabilities:        
       Accounts payable - affiliates..................     $30,295     $32,651
       Accounts payable - other.......................      38,066      26,332
       Accrued expenses...............................       4,558       6,274
       Accrued vacation pay...........................       4,063       3,792
       Accrued taxes..................................         925       1,109
       Interest payable - other.......................       1,151       1,155
       Interest payable - affiliates..................         249         153
                                                           -------     -------
                                                           $79,307     $71,466
                                                           =======     =======

                                      F-16
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

                                                        Years Ended December 31
                                                      --------------------------
                                                        1997      1996     1995
                                                      -------   -------  -------
                                                        (Dollars in Thousands)
                                                 
     STATEMENTS OF CASH FLOWS:                   
     Cash paid during the year for:              
       Income taxes, net of amounts refunded........  $19,039   $19,592  $25,343
       Interest, net of amounts capitalized.........    7,844     6,650    7,263
 
     STATEMENTS OF INCOME AND 
       REINVESTED EARNINGS:
     Interest expense incurred,
       net of amounts capitalized....................   9,287     8,111    7,709
     Capitalized interest............................     428     1,243    1,604
     Advertising expense.............................   1,883     1,576    1,548


     Interest paid during the year includes $892,000 in 1997, $519,000 in 1996
and $1,501,000 in 1995 related to short-term financing services provided by Bell
Atlantic Network Funding Corporation (see Note 7).

     Advertising expense includes $1,876,000, $1,354,000 and $1,398,000 in
1997, 1996 and 1995, respectively, allocated to the Company by Bell Atlantic
Network Services, Inc. (NSI).

     At December 31, 1997 and 1996, $2,559,000 and $2,963,000, respectively, of
bank overdrafts were classified as accounts payable.


14.  TRANSACTIONS WITH AFFILIATES

     The financial statements include transactions with NSI, Bell Atlantic
Network Funding Corporation (BANFC), Bell Atlantic NSI Holdings, Inc. (BANSHI),
Bell Atlantic, and various other affiliates.

     The Company has contractual arrangements with NSI for the provision of
various centralized services.  These services are divided into two broad
categories.  The first category is comprised of network related services which
generally benefit only Bell Atlantic's operating telephone subsidiaries.  These
services include administration, marketing, product advertising, sales,
information systems, network technology planning, labor relations, and staff
support for various network operations.  The second category is comprised of
overhead and support services which generally benefit all subsidiaries of Bell
Atlantic.  Such services include corporate governance and staff support in
finance, external affairs, legal and corporate secretary, media relations,
employee communications, corporate advertising, human resources, and treasury.
The Company's allocated share of NSI costs also includes costs for technical and
support services billed by Bell Communications Research, Inc. (Bellcore),
another affiliated company which was owned jointly by the seven regional holding
companies.  In 1997, Bell Atlantic and the other Bellcore owners sold their
jointly owned investment in Bellcore. The Company will continue to contract with
Bellcore for technical and support services.

     The Company recognizes interest expense and income in connection with
contractual arrangements with BANFC to provide short-term financing, investing
and cash management services to the Company, and recognizes interest expense
related to a promissory note held by BANSHI (see Note 7).

     Operating revenues include obligations to affiliates in connection with an
interstate revenue sharing arrangement with Bell Atlantic's operating telephone
subsidiaries.  Other operating revenues and expenses include miscellaneous items
of income and expense resulting from transactions with other affiliates,
primarily rental of facilities and equipment.  The Company also paid cash
dividends to its parent company, Bell Atlantic.

                                      F-17
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

     Transactions with affiliates are summarized as follows:

 
                                                     Years Ended December 31
                                                 ------------------------------
                                                   1997       1996       1995
                                                 --------   --------   --------
                                                     (Dollars in Thousands)
                                               
     Operating revenues:                       
       Interstate revenue sharing to        
        affiliates.............................  $(13,385)  $(13,385)  $(15,988)
       Other revenue from affiliates...........     5,879      4,136      2,854
                                                 --------   --------   --------
                                                   (7,506)    (9,249)   (13,134)
                                                 --------   --------   --------
                                               
     Operating expenses:                       
       NSI - network...........................    30,888     30,113     23,686
       NSI - other.............................    19,666     18,086     16,627
       Bellcore................................     2,705      2,382      2,266
       Other...................................    10,509     15,015     10,233
                                                 --------   --------   --------
                                                   63,768     65,596     52,812
                                                 --------   --------   --------
                                                                     
     Interest income from BANFC................       ---          7        ---
                                                                     
     Interest expense:                                               
       BANFC...................................       988        532      1,561
       BANSHI..................................     1,190      1,190         99
                                                 --------   --------   --------
                                                    2,178      1,722      1,660
                                                 --------   --------   --------
                                                                     
     Dividends paid to Bell Atlantic...........    28,800     33,800     28,100

     Outstanding balances with affiliates are reported on the balance sheets at
December 31, 1997 and 1996 as Accounts Receivable - Affiliates, Note Payable to
Affiliate, Accounts Payable and Accrued Liabilities - Affiliates, and Long-term
Debt - Affiliate.


15.  LITIGATION AND OTHER CONTINGENCIES

     Various legal actions and regulatory proceedings are pending to which the
Company is a party.  The Company has established reserves for liabilities in
connection with regulatory and legal matters which it currently deems to be
probable and estimable.  The Company does not expect that the ultimate
resolution of these matters in future periods will have a material effect on the
Company's financial position, but it could have a material effect on results of
operations.

                                      F-18
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

16.  QUARTERLY FINANCIAL INFORMATION (unaudited)

 
                                                      Income Before
                                                        Cumulative
                                                     Effect of Change
                               Operating  Operating   in Accounting      Net
Quarter Ended                   Revenues    Income       Principle      Income
-------------                  ---------  ---------  ----------------  --------
                                           (Dollars in Thousands)
                           
1997:                      
  March 31................     $ 65,072    $17,497        $ 9,199       $ 9,199
  June 30.................       68,442     20,395         11,081        11,081
  September 30*...........       65,207     12,633          6,182         6,182
  December 31.............       67,632     16,992          8,726         8,726
                               --------    -------        -------       -------
  Total...................     $266,353    $67,517        $35,188       $35,188
                               ========    =======        =======       =======
                                                                     
1996:                                                                
  March 31................     $ 83,195    $25,867        $14,280       $14,368
  June 30.................       71,752     19,743          9,948         9,948
  September 30............       64,101     13,920          7,027         7,027
  December 31.............       62,507     12,325          6,398         6,398
                               --------    -------        -------       -------
  Total...................     $281,555    $71,855        $37,653       $37,741
                               ========    =======        =======       =======

     *Results of operations for the third quarter of 1997 include merger-related
costs (see Note 2).

                                      F-19
<PAGE>
 
                        Bell Atlantic - Delaware, Inc.

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
             For the Years Ended December 31, 1997, 1996 and 1995
                            (Dollars in Thousands)

<TABLE>
<CAPTION>
 
                                                 Additions
                                           ---------------------
                                                       Charged
                               Balance at  Charged    to Other                    Balance
                               Beginning      to      Accounts     Deductions     at End
Description                    of Period   Expenses    Note(a)       Note(b)     of Period
-----------                    ----------  --------  -----------  -------------  ---------
<S>                            <C>         <C>       <C>          <C>            <C>
Allowance for Uncollectible
   Accounts Receivable:
 
   Year 1997...............      $5,616     $3,273     $4,825          $8,666      $5,048
 
   Year 1996...............      $3,260     $5,885     $4,678          $8,207      $5,616
 
   Year 1995...............      $2,768     $2,781     $3,622          $5,911      $3,260
</TABLE>



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

(a)  (i) Amounts previously written off which were credited directly to this
     account when recovered; and (ii) accruals charged to accounts payable for
     anticipated uncollectible charges on purchases of accounts receivable from
     others which were billed by the Company.

(b)  Amounts written off as uncollectible.

                                      F-20
<PAGE>
 
                                   EXHIBITS



                      FILED WITH ANNUAL REPORT FORM 10-K

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997



                        Bell Atlantic - Delaware, Inc.



                         COMMISSION FILE NUMBER 1-7757
<PAGE>
 
Form 10-K for 1997
File No. 1-7757
Page 1 of 1

                                 EXHIBIT INDEX



Exhibits identified in parentheses below, on file with the Securities and
Exchange Commission (SEC), are incorporated herein by reference as exhibits
hereto.


     3a    Certificate of Incorporation of the registrant, as amended and
           restated June 17, 1987. (Exhibit 3a to the registrant's Annual
           Report on Form 10-K for the year ended December 31, 1987, File No.
           1-7757.)

           3a(i)   Certificate of Amendment of Certificate of Incorporation,
                   dated August 14, 1992. (Exhibit 3a(i) to the registrant's
                   Annual Report on Form 10-K for the year ended December 31,
                   1992, File No. 1-7757.)

           3a(ii)  Certificate of Amendment of Certificate of Incorporation,
                   dated January 10, 1994 and filed January 13, 1994. (Exhibit
                   3a(ii) to the registrant's Annual Report on Form 10-K for
                   the year ended December 31, 1993, File No. 1-7757.)

     3b    By-Laws of the registrant, as amended December 15, 1995. (Exhibit 3b
           to the registrant's Annual Report on Form 10-K for the year ended
           December 31, 1995, File No. 1-7757.)

           3b(i)   Consent of Sole Stockholder of Bell Atlantic - Delaware,
                   Inc., dated December 15, 1995. (Exhibit 3b(i) to the
                   registrant's Annual Report on Form 10-K for the year ended
                   December 31, 1995, File No. 1-7757.)

     4     No instrument which defines the rights of holders of long-term debt
           of the registrant is filed herewith pursuant to Regulation S-K,
           Item 601(b)(4)(iii)(A). Pursuant to this regulation, the registrant
           hereby agrees to furnish a copy of any such instrument to the SEC
           upon request.

     10a   Agreement among Bell Atlantic Network Services, Inc. and the Bell
           Atlantic Corporation telephone subsidiaries, dated November 7,
           1983.  (Exhibit 10b to Bell Atlantic Corporation Annual Report on
           Form 10-K for the year ended December 31, 1993, File No. 1-8606.)

     27.1  Financial Data Schedule - 1997.

     27.2  Restated Financial Data Schedule - 1996.

     27.3  Restated Financial Data Schedule- 1995.