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                                                                      Exhibit 3b
                                                                
 
                      BELL ATLANTIC - PENNSYLVANIA, INC.
                      ----------------------------------

                                    BY-LAWS
                                    -------

                         As Amended December 15, 1995
                         ----------------------------

                                   ARTICLE I

                            SHAREHOLDERS' MEETINGS
                            

          Section 1-a  Place of Meetings.  All meetings of the shareholders
          ------------------------------                                   
shall be held at the registered office of the corporation or at such other
place, within or without the Commonwealth of Pennsylvania, as the Board of
Directors or shareholders may from time to time determine.

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

          Section 1-c  Special Meetings.  Special meetings of the shareholders
          -----------------------------                                       
may be called at any time by the Board of Directors or the President.

          Section 1-d  Notice of Meetings.  Written notice of every meeting of
          -------------------------------                                     
the shareholders shall be given by or at the direction of the person or persons
authorized to call the meeting, to each shareholder of record entitled to vote
at the meeting, not less than ten (10) nor more than sixty (60) days prior to
the date named for the meeting, unless a greater period of notice is required by
law in a particular case, by delivery of or by mailing such notice to each
shareholder addressed to such shareholder at such shareholder's address
appearing on the books of the corporation for the purpose of notice.  Such
notice shall specify the place, day and hour of the meeting, and shall state the
nature of the business to be transacted if required by law.

          Section 1-e  Quorum.  The presence, in person or by proxy, of the
          -------------------                                              
shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast on a particular 
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matter to be acted upon at the meeting shall constitute a quorum for the purpose
of consideration and action on such matter at any meeting of the shareholders,
except as otherwise provided by statute or in the Articles of Incorporation.

          Section 1-f  Shareholders Entitled to Vote. Except as may be otherwise
          -----------------------------------------
provided by law or in the Articles of Incorporation, every shareholder shall
have the right at every shareholders' meeting to cast one vote, either in person
or by proxy, for every share having voting power standing in his or her name on
the books of the corporation.

          Section 1-g  Voting.  Except as otherwise provided by law, whenever
          -------------------                                                
any corporate action is to be taken by vote of the shareholders, it shall be
authorized by a majority of the votes cast at a duly organized meeting of
shareholders by the holders of shares entitled to vote thereon, except that
Directors shall be elected by a plurality of the votes so cast.

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

                                  ARTICLE II

                                   DIRECTORS
                                   ---------

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

          Section 2-b  Place of Meetings.  The meetings of the Board of
          ------------------------------                               
Directors may be held at such place, within or without the 


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Commonwealth of Pennsylvania, as a majority of the Directors may, from time to
time, by resolution prescribe, or as may be designated in the notice or waiver
of notice of a particular meeting. In the absence of specification, such
meetings shall be held at the registered office of the corporation.

          Section 2-c  Time of Meetings.  The first meeting of each newly
          -----------------------------                                  
elected Board of Directors shall be the regularly scheduled meeting of the Board
of Directors next following the annual meeting of the shareholders, unless
otherwise provided in the notice of the meeting.  Such meeting shall be for the
purpose of organization, the election of officers and the transaction of other
business.

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

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

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

          Section 2-e  Quorum.  At all meetings of the Board of Directors a
          -------------------                                              
majority of the Directors in office shall be necessary to constitute a quorum
for the transaction of business, and the acts of a majority of the Directors
present and voting at 

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a meeting at which a quorum is present shall be the acts of the Board of
Directors.

          Section 2-f  Vacancies.  Vacancies in the Board of Directors, whether
          ----------------------                                               
or not caused by an increase in the number of Directors, may be filled by a
majority of the remaining members of the Board though less than a quorum, and
each person so elected shall be a Director until his or her successor is elected
and qualified or until his or her earlier death, resignation or removal.  Any
Director may resign at any time upon written notice to the corporation.

          Section 2-g  Removal of Directors.  Any Director, or the entire Board,
          ---------------------------------                                     
may be removed with or without cause by vote of the shareholders entitled to
elect directors.

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

          Section 2-i  Board Committees.  The Board of Directors may, by
          -----------------------------                                 
resolution adopted by a majority of the whole Board of Directors, designate an
Executive Committee, which shall consist of two or more Directors, and the Board
of Directors may, by resolution adopted by a majority of the whole Board of
Directors, designate from time to time such other Committees consisting of two
or more Directors, as it shall deem necessary or appropriate, each to have such
powers, in addition to those set forth in these By-Laws, as the Board of
Directors by resolution shall authorize.  Vacancies in the membership of any
Committee shall be filled by the Board of Directors at a regular or special
meeting of the Board of Directors.  The Board of Directors may designate one or
more Directors as alternate members of the Executive or other Committee (to
serve in the order named if more than one) who may 

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replace any absent or disqualified member at any meeting of such Committee. If
the Board of Directors has not made such designation, or if none of the
alternate members designated is available, in the absence or disqualification of
any member of the Executive or other Committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not the
member or members constitute a quorum, may unanimously appoint another Director
to act at the meeting in the place of any such absent or disqualified member.
The Executive or other Committee shall keep regular minutes of its proceedings
and shall report actions taken by it to the next meeting of the Board of
Directors.

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

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

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

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

                                  ARTICLE III

                                   OFFICERS
                                 --------

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

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

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

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

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

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

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

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

          Section 3-h  Controller.  The Controller, if one shall have been
          -----------------------                                         
elected or appointed, shall have custody and charge of all books of account,
except those required by the Treasurer in 


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

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

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

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

                                  ARTICLE IV

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

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

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

          Section 4-c  Record Holder of Shares; Record Date.  The corporation
          -------------------------------------------------                  
shall be entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends and to vote as such owner and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person except as otherwise
provided by law.  In order that the corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders, to receive any
dividend or other distribution, or to exercise any other right to which a
shareholder is entitled, the Board of Directors may fix in advance a record date
in accordance with the provisions specified by statute.  If no record date is
fixed, then the record date shall be determined in accordance with the
applicable statutory provisions.


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                                   ARTICLE V

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

          Section 5-a  Indemnification of Directors and Officers.  The
          ------------------------------------------------------      
corporation shall indemnify directors and officers to the fullest extent
permitted by law as provided in the Articles of Incorporation.

          Section 5-b  Advancing Expenses.  Expenses (including attorneys' fees)
          -------------------------------                                       
incurred in defending any action or proceeding shall be paid by the corporation
in advance as provided in the Articles of Incorporation.

          Section 5-c  Insurance.  The corporation may purchase and maintain
          ----------------------                                            
insurance on behalf of any person for whom indemnity would be provided pursuant
to Section 5-a above, in the capacity therein set forth, against liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liability under the
provisions of the Articles of Incorporation or otherwise.

          Section 5-d  Limitation of Liability of Directors.  A Director of the
          -------------------------------------------------                    
corporation shall not be personally liable, as such, for monetary damages for
any action taken, or any failure to take any action, unless the Director has
breached or failed to perform the duties of his or her office under 42 Pa. C.S.
Section 8363 and 15 Pa. C.S. Section 1721 and the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.  The provisions of
this Section 5-d shall not apply to the responsibility or liability of a
Director pursuant to any criminal statute or the liability of a Director for the
payment of taxes pursuant to local, state or Federal law.  The provisions of
this Section 5-d shall be effective January 27, 1987, but shall not apply to any
action filed prior to that date nor to any breach of performance of duty by a
Director occurring prior to that date.

                                  ARTICLE VI

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

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

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

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

          Section 6-d  Amendment of By-Laws.  The By-Laws may be adopted,
          ---------------------------------                              
amended or repealed by the Board of Directors at any meeting, except that
Sections 2-a and 5-d above shall be amended or repealed only by the
shareholders.

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