10NT Lloyds Bk. 43

RNS Number:5134E
BCE Inc
26 January 2000


                 BCE SHAREHOLDERS TO GET NORTEL NETWORKS SHARES

                     BCE to focus on communication services

Toronto (Ontario) January 26, 2000 - BCE Inc. today announced a plan to
distribute an approximate 37% interest in Nortel Networks to the nearly  500,000
shareholders of BCE.  As a result of this plan, all current BCE common
shareholders will own two securities, have a direct interest in both BCE and
Nortel Networks separately, and thus continue to benefit from their ownership 
in two Canadian high-tech powerhouses.

"The distribution of the Nortel Networks shares will begin to unlock significant
and sustainable value for BCE shareholders," explained Jean C. Monty, President
and CEO of BCE. "Nortel Networks' stellar performance has  overshadowed the
underlying value of BCE's other assets.  In recent months, BCE's stock has been
trading significantly below the underlying value of its assets with an estimated
discount exceeding $30 billion - the equivalent of approximately $47 per share -
which is not being recognized by the financial markets.  This transaction will
allow the market to more accurately reflect the value of BCE's communications
services business consisting of Bell Canada  (including Bell Mobility), BCE
Emergis, CGI, BCE Media (including Bell ExpressVu and Telesat Canada) and Bell
Canada International.  With a market valuation that more accurately reflects 
our true value, we can further grow and expand these businesses in a more cost
effective manner for our shareholders, by using our shares as currency for
acquisitions."

"We enthusiastically support the proposed plan and believe this is a win-win for
all Nortel Networks shareholders," said John Roth, President and CEO,  Nortel
Networks.  "It will put us on an equal footing with our peers in that our
ownership and stock will be widely held.  This will make Nortel Networks  even
stronger, unleashing us as a truly independent Canadian-based global  company
focused squarely on the growth engines of the Internet."

BCE and Nortel Networks have signed a definitive agreement, which both Boards  
of Directors have approved, to implement the proposed transaction by way of a
plan arrangement.  Under the proposed plan, BCE common shareholders will, for
each common share of BCE held, receive approximately .78 of a common share of a
new publicly traded Canadian company that will own all of the shares of and
continue as Nortel Networks.  (The final ratio is subject to adjustment, based
on the number of BCE common shares outstanding at the time of completion of the
transaction.)  As part of the plan, all Nortel Networks common shareholders will
exchange their current shares of Nortel Networks for common shares of the new
company.  The exchange will be on a one-for-one basis, so that the shareholders
of BCE and the public shareholders of Nortel Networks will together own the
common shares of the new public company.  Each BCE shareholder will retain the
same number of BCE common shares, which will now reflect the  remaining
interests of BCE's communications services.   For example, a shareholder with
100 BCE common shares prior to this transaction will hold 100 BCE common shares
and approximately 78 Nortel Networks common shares following the transaction. 
In aggregate, shareholders will receive an annual common dividend totaling $1.37
per share, $1.20 from BCE and approximately $0.17 (U.S.$0.12) from Nortel
Networks.

Following this transaction, BCE will retain an approximate 2% interest in 
Nortel Networks that will be available to fund further growth.

"This plan is consistent with BCE's vision to be a leader in providing our  
customers with a full range of communications, information,  e-commerce and
entertainment services," Mr Monty added.  "Our focus over the past two years has
been on building the scope of our operations, particularly the creation of major
growth engines such as BCE Emergis and Bell Nexxia, and moving towards a more
integrated operating model.  Building on our strong continuing base in
Canada, we are now positioned to accelerate our growth through the expansion of
communications services beyond Canada in selected growth areas.  We will
continue to build Bell Canada into a truly national communications company and
we will intensify our focus on the Internet in all our businesses particularly
with Bell Sympatico and BCE Emergis."

Today's announcement is a natural result of the evolution of Nortel Networks  
and BCE.  Over the years, BCE's ownership in Nortel Networks has declined from
100% to 39%.  Today, there is no longer a strong business rationale for BCE to
maintain a significant ownership in Nortel Networks.

"BCE is proud to have been instrumental in the development of Nortel Networks 
into Canada's premier global high-tech leader.  As we go forward, we are totally
committed to support the development of other BCE companies as we pursue the
tremendous growth opportunities presented by the new Internet economy,"
concluded Mr. Monty.

The transaction will be subject to customary conditions, including relevant tax
rulings, and approval of the plan of arrangement by the court and the common
shareholders of BCE and Nortel Networks.  BCE expects the new structure to be in
place by the end of the second quarter of 2000.  Morgan Stanley Dean Witter is
acting as financial advisor to BCE and has provided a fairness opinion to the
corporation.

BCE has received confirmation from bond rating agencies, including CBRS, DBRS, 
and Standard & Poor, that current credit ratings will be maintained.

In accordance with Canadian tax law, the plan will be executed in a manner that
does not result in any taxes to BCE or to its Canadian shareholders, unless they
sell the shares being distributed, in which case normal capital gains taxes
would apply.  The cost basis of current BCE shares held by Canadian shareholders
will be proportionately split based on the relative values of BCE and Nortel
Networks following the distribution.  For U.S. shareholders, this transaction
will be treated as a taxable dividend according to U.S. laws. U.S. shareholders
are urged to consult their tax or financial advisors in this regard.

BCE will continue to be one of Canada's largest companies with revenue exceeding
$16 billion, assets of approximately $30 billion and an estimated 
market value that would rank among the top Canadian companies.  Through its 
operations, BCE provides residence and business customers in Canada with
wireline and wireless telecommunications products and applications, satellite
communications and direct-to-home television services, systems integration
expertise, electronic commerce solutions, Internet access and high-speed data
services, and directories.  BCE has a presence abroad through Bell Canada
International, which provides communications services to nearly 6 million
customer in Asia and Latin America, and through Teleglobe, an international
telecommunications carrier.  BCE shares are listed in Canada, the United States
and Europe.


Note to Editors: BCE will host a live Webcast news conference to discuss this
announcement at 4:15 p.m. EST.  To take part in this conference, please visit:
www.bce.ca.  To participate by audio teleconference, please dial: North America
only 1 800 736 2760   International 1 847 619 6446. Password is "RESULTS"

The news conference will also be available via satellite feed: 3:30 p.m. to 5:30
p.m. E2C 3B.

Note:
Certain statements made in this press release, which describe BCE's intentions,
expectations or predictions, are forward-looking and are subject to important
risks and uncertainties.  The results or events predicted in these statements
may differ materially from actual results or events.  Factors which could cause
results or events to differ from current expectations include, among other
thing: the impact of rapid technological and market change; general industry and
market conditions and growth rates; international growth and global economic
conditions, particularly in emerging markets and including interest rates and
currency exchange rate fluctuations; unanticipated impact of Year 2000 issues;
and the impact of consolidations in the telecommunications industry.  For
additional information with respect to certain of these and other factors, see
the reports on Forms 6-K and 40-F filed by BCE with the United States Securities
and Exchange Commission.  BCE disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

For further information:

Communications
Don Doucette
On January 26: (514) 214-1809
After January 26: (514) 786-3924
Web site: www.bce.ca

Investor Relations
Frank Miscio
(514)870-2488

Attachments (see charts on BCE web site at: www.bce.ca)
A.    New ownership structure
B.    Pro-forma financial highlights
C.    BCE Communication Services

END

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