SECURITIES AND EXCHANGE COMMISSION

                          Washington, D. C.  20549


                                  FORM 8-K

                               CURRENT REPORT


                    Pursuant to Section 13 or 15(d) of the 
                       Securities Exchange Act of 1934

                      Date of Report - October 15, 1997
                      (Date of earliest event reported)


                               GTE Corporation
            (Exact name of registrant as specified in its charter)


                                  NEW YORK
       (State or other jurisdiction of incorporation or organization)


        1-2755                                     13-1678633
(Commission File Number)               (IRS Employer Identification No.)








One Stamford Forum
Stamford, Connecticut                                            06904
(Address of principal executive offices)                       (Zip Code)


                              (203) 965-2000
             Registrant's telephone number, including area code



                           GTE CORPORATION

                                  FORM 8-K

                             ITEM OF INFORMATION


Item 5. Other Events

        In accordance with the "safe harbor" provisions of the Private 
Securities Litigation Reform Act of 1995, GTE Corporation ("GTE" or the 
"Company") is hereby filing cautionary statements identifying important 
factors that could cause the Company's actual results to differ materially 
from those projected in forward-looking statements of the Company made by or 
on behalf of the Company.

     Forward-Looking Statements

     On October 15, 1997, GTE Corporation issued a press release announcing 
its proposal to acquire MCI Communications Corporation in a transaction 
valued at approximately $28 billion in cash or $40 per share.  GTE assumes 
that such a transaction would close by the end of 1998 and would be 
accounted for as a purchase with the resulting goodwill being amortized over 
a 40 year period.  A copy of the October 15, 1997 press release is attached 
hereto as Exhibit 99.1 and is incorporated herein by reference.  The 
consummation of the transaction would be subject to certain conditions as 
described in the press release.

     Based on successful consummation of the proposed transaction at the end 
of 1998, GTE estimates that earnings-per-share will be essentially flat or 
slightly higher in 1997 than in 1996, will grow moderately in 1998 as 
compared with 1997, will grow in the range of 8% to 10% in 1999 as compared 
to 1998 and will grow at approximately 18% to 20% in 2000 and beyond.  
Consolidated revenue growth will accelerate from the current 6% to 8% growth 
rate to 10% to 13% by 2001. In 1999, the combined company is expected to 
generate approximately $55 billion in revenue.  Much of the additional 
growth is expected to be driven by long distance, video and value-added data 
communications and Internet-related services.   

     Operating income for the combined company is expected to increase to 
approximately $10 billion in 1999 and grow approximately 15% per year 
thereafter.  GTE expects the growth in operating income to be substantially 
higher than the growth in revenues.  GTE expects the combined company to 
benefit from cost and revenue synergies in the range of $1.6 billion to $2.0 
billion in the second full year following completion of the transaction. By 
the fifth year following completion of the transaction, cost and revenue 
synergies are expected to grow to $2.4 billion to $3.0 billion.  Cost 
reductions will result from reduced general & administrative and information 
technology costs, reduced costs of operation in the long distance, wireless 
and wireline markets, as well as reduced costs for the combined company's 
entry into new markets. 

     Over the longer term, GTE expects the combined company to achieve 
annual reductions in capital spending in the range of $200 million to $300 
million.  

     GTE expects that the transaction will result in a significant decline 
in GTE's credit ratios in the near-term.  


     Risk Factors

     GTE's forward-looking statements are based upon a series of projections 
and estimates regarding the economy, the telecommunications industry, the 
proposed transaction, the effects of federal, state and local regulations on 
the industry in general and within GTE and MCI's markets, as well as key 
performance indicators which will impact the combined company directly.  

     The projections and estimates regarding the economy relate to economic 
growth, inflation, interest rates and the cost of borrowing.

     The projections and estimates regarding the telecommunications industry 
relate to the growth in demand for and pricing of services, the effects of 
competition, the impact of universal service and other regulatory issues 
affecting local competition and the success of new products, services and 
new businesses such as video and value-added data communications and 
Internet-related services.

     The projections and estimates regarding the proposed transaction assume 
the successful completion of the transaction and relate to its timing and 
terms. The financial projections assume that the transaction will be 
financed and closed at the end of 1998 and that the necessary regulatory 
approvals will be received in a timely manner and free of terms or 
conditions that would materially adversely affect the existing operations of 
GTE or MCI or prohibit operation of the combined company in a manner 
conducive to achieving expected cost and revenue synergies.  The projections 
also assume that the financing necessary to complete the transaction will be 
available and at terms substantially consistent with those available today. 

     With regard to the effects of regulation, GTE has assumed fair and 
reasonable resolutions to pending and potential federal, state and local 
regulatory initiatives and proceedings, including arbitration proceedings 
before various state regulatory commissions.  

     In developing its forward-looking statements, GTE has made certain 
assumptions, in addition to the above, relating to key performance 
indicators that have a direct bearing on GTE's ability to attain these 
projections.  These assumptions include the  annual growth in telephone 
access lines and minutes of use; the growth in long-distance and cellular 
volumes and customers as well as the market share of the combined company in 
the long-distance and wireless area; and the speed and degree of penetration 
into new and expanded service offerings, such as video and value-added data 
communications and Internet services. These assumptions also assume the 
timely achievement by the combined company of certain revenue and cost 
synergies in addition to previously expected productivity improvements at 
GTE as well as the absence of disruption to the combined company's markets.  
Regarding the long-distance and data markets, these assumptions rely on 
assumed future growth of these markets, the ability of the combined company 
to gain and expand market share, anticipated advances in technology, the 
impact of competition, and the completion and integration of planned data 
networks.  

     If future events and actual performance, including the timing, terms or 
structure of the transaction, differ from that assumed for the risk factors 
noted above, GTE's actual results could vary significantly from the 
performance projected in the forward-looking statements.



Item 7.  Financial Statements and Exhibits

         (a)  Financial Statements -- None.

         (b)  Pro Forma Financial Information -- None.

         (c)  Exhibits

              99.1  Announcement of Proposed Merger with MCI.




                                 SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                                      GTE CORPORATION
                                                        (Registrant)


                                             By:  William M. Edwards, III
                                                  William M. Edwards, III
                                               Vice President and Controller


Date: October 16, 1997
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SECURITIES AND EXCHANGE COMMISSION

                          Washington, D. C.  20549

                                  FORM 8-K

                               CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the 
                       Securities Exchange Act of 1934

                      Date of Report - October 15, 1997
                      (Date of earliest event reported)

                               GTE Corporation
            (Exact name of registrant as specified in its charter)

                                  NEW YORK
       (State or other jurisdiction of incorporation or organization)

        1-2755                                     13-1678633
(Commission File Number)               (IRS Employer Identification No.)

One Stamford Forum
Stamford, Connecticut                                            06904
(Address of principal executive offices)                       (Zip Code)

                              (203) 965-2000
             Registrant's telephone number, including area code

                           GTE CORPORATION

                                  FORM 8-K

                             ITEM OF INFORMATION

Item 5. Other Events

        In accordance with the "safe harbor" provisions of the Private 
Securities Litigation Reform Act of 1995, GTE Corporation ("GTE" or the 
"Company") is hereby filing cautionary statements identifying important 
factors that could cause the Company's actual results to differ materially 
from those projected in forward-looking statements of the Company made by or 
on behalf of the Company.

     Forward-Looking Statements

     On October 15, 1997, GTE Corporation issued a press release announcing 
its proposal to acquire MCI Communications Corporation in a transaction 
valued at approximately $28 billion in cash or $40 per share.  GTE assumes 
that such a transaction would close by the end of 1998 and would be 
accounted for as a purchase with the resulting goodwill being amortized over 
a 40 year period.  A copy of the October 15, 1997 press release is attached 
hereto as Exhibit 99.1 and is incorporated herein by reference.  The 
consummation of the transaction would be subject to certain conditions as 
described in the press release.

     Based on successful consummation of the proposed transaction at the end 
of 1998, GTE estimates that earnings-per-share will be essentially flat or 
slightly higher in 1997 than in 1996, will grow moderately in 1998 as 
compared with 1997, will grow in the range of 8% to 10% in 1999 as compared 
to 1998 and will grow at approximately 18% to 20% in 2000 and beyond.  
Consolidated revenue growth will accelerate from the current 6% to 8% growth 
rate to 10% to 13% by 2001. In 1999, the combined company is expected to 
generate approximately $55 billion in revenue.  Much of the additional 
growth is expected to be driven by long distance, video and value-added data 
communications and Internet-related services.   

     Operating income for the combined company is expected to increase to 
approximately $10 billion in 1999 and grow approximately 15% per year 
thereafter.  GTE expects the growth in operating income to be substantially 
higher than the growth in revenues.  GTE expects the combined company to 
benefit from cost and revenue synergies in the range of $1.6 billion to $2.0 
billion in the second full year following completion of the transaction. By 
the fifth year following completion of the transaction, cost and revenue 
synergies are expected to grow to $2.4 billion to $3.0 billion.  Cost 
reductions will result from reduced general & administrative and information 
technology costs, reduced costs of operation in the long distance, wireless 
and wireline markets, as well as reduced costs for the combined company's 
entry into new markets. 

     Over the longer term, GTE expects the combined company to achieve 
annual reductions in capital spending in the range of $200 million to $300 
million.  

     GTE expects that the transaction will result in a significant decline 
in GTE's credit ratios in the near-term.  

     Risk Factors

     GTE's forward-looking statements are based upon a series of projections 
and estimates regarding the economy, the telecommunications industry, the 
proposed transaction, the effects of federal, state and local regulations on 
the industry in general and within GTE and MCI's markets, as well as key 
performance indicators which will impact the combined company directly.  

     The projections and estimates regarding the economy relate to economic 
growth, inflation, interest rates and the cost of borrowing.

     The projections and estimates regarding the telecommunications industry 
relate to the growth in demand for and pricing of services, the effects of 
competition, the impact of universal service and other regulatory issues 
affecting local competition and the success of new products, services and 
new businesses such as video and value-added data communications and 
Internet-related services.

     The projections and estimates regarding the proposed transaction assume 
the successful completion of the transaction and relate to its timing and 
terms. The financial projections assume that the transaction will be 
financed and closed at the end of 1998 and that the necessary regulatory 
approvals will be received in a timely manner and free of terms or 
conditions that would materially adversely affect the existing operations of 
GTE or MCI or prohibit operation of the combined company in a manner 
conducive to achieving expected cost and revenue synergies.  The projections 
also assume that the financing necessary to complete the transaction will be 
available and at terms substantially consistent with those available today. 

     With regard to the effects of regulation, GTE has assumed fair and 
reasonable resolutions to pending and potential federal, state and local 
regulatory initiatives and proceedings, including arbitration proceedings 
before various state regulatory commissions.  

     In developing its forward-looking statements, GTE has made certain 
assumptions, in addition to the above, relating to key performance 
indicators that have a direct bearing on GTE's ability to attain these 
projections.  These assumptions include the  annual growth in telephone 
access lines and minutes of use; the growth in long-distance and cellular 
volumes and customers as well as the market share of the combined company in 
the long-distance and wireless area; and the speed and degree of penetration 
into new and expanded service offerings, such as video and value-added data 
communications and Internet services. These assumptions also assume the 
timely achievement by the combined company of certain revenue and cost 
synergies in addition to previously expected productivity improvements at 
GTE as well as the absence of disruption to the combined company's markets.  
Regarding the long-distance and data markets, these assumptions rely on 
assumed future growth of these markets, the ability of the combined company 
to gain and expand market share, anticipated advances in technology, the 
impact of competition, and the completion and integration of planned data 
networks.  

     If future events and actual performance, including the timing, terms or 
structure of the transaction, differ from that assumed for the risk factors 
noted above, GTE's actual results could vary significantly from the 
performance projected in the forward-looking statements.

Item 7.  Financial Statements and Exhibits

         (a)  Financial Statements -- None.

         (b)  Pro Forma Financial Information -- None.

         (c)  Exhibits

              99.1  Announcement of Proposed Merger with MCI.

                                 SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                                      GTE CORPORATION
                                                        (Registrant)

                                             By:  William M. Edwards, III
                                                  William M. Edwards, III
                                               Vice President and Controller

Date: October 16, 1997