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 - November 9, 1995
                     (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



                               GTE CORPORATION

                                  FORM 8-K

                             ITEM OF INFORMATION

Item 5.  Other Events

STAMFORD, Connecticut -- GTE Corporation (GTE) said that, in response to 
recently enacted and pending legislation and the increasingly competitive 
environment in which it expects to operate, effective January 1, 1996, GTE 
is discontinuing the use of accounting practices appropriate to regulated 
enterprises.  As a result of this decision, GTE will record a non-cash, 
extraordinary charge of $4.7 billion after taxes during the fourth quarter 
of 1995.  This charge, which is based on the results of a comprehensive 
study of the economic lives of GTE's telephone plant and equipment, will 
have no effect on GTE's customers, its liquidity or its dividend policy.

GTE's telephone companies have traditionally followed the accounting for 
regulated enterprises prescribed by Statement of Financial Accounting 
Standards No. 71, "Accounting for the Effects of Certain Types of 
Regulation" (FAS 71).  In general, FAS 71 required GTE to depreciate its 
plant and equipment over regulator approved lives which may extend beyond 
the assets' actual economic lives.  FAS 71 also required the deferral of 
certain costs based upon approvals received from regulators to recover such 
costs in the future.  As a result of these requirements, the recorded net 
book value of GTE's assets, primarily telephone plant and equipment, were 
higher than that which would otherwise have been recorded based on their 
economic lives.

The charge will primarily represent an adjustment to the net book value of 
the fixed assets of GTE's domestic telephone operations, through an increase 
in accumulated depreciation and is not expected to have a significant effect 
on depreciation expense or earnings over the next several years.  The income 
statement effect of this change in accounting will be reflected in the 
Registrant's consolidated statements of income as an extraordinary charge, 
net of tax, under the provisions of Statement of Financial Accounting 
Standards No. 101, "Regulated Enterprises-Accounting for the Discontinuation 
of Application of FASB Statement No. 71."

The accompanying pro forma statements of income for the nine months ended 
September 30, 1995 and the year ended December 31, 1994, and the pro forma 
balance sheet as of September 30, 1995 are based on historical condensed 
financial statements, adjusted to give effect to the discontinuance of FAS 
71 as though it had occurred at the beginning of each period presented.  The 
pro forma financial information should be read in conjunction with the 
historical financial statements and related notes thereto.  The pro forma 
financial information is not necessarily indicative of the results that 
would have been attained had the discontinuance of FAS 71 occurred in an 
earlier period.

As described in the attached press release, GTE will also redeem its 12 
series of preferred stock totaling approximately $71 million.  Nine of the 
series are convertible into GTE common stock and the remaining three issues 
are non-convertible.  In addition, GTE announced that it will refinance, on 
a long-term basis, approximately $932 million of its telephone operating 
subsidiaries' long-term debt issues.  The positive impact of these 
redemptions is not expected to have a significant effect on GTE's earnings 
over the next several years.


                                       -1-

GTE is the largest U.S.-based local telephone company and a leading 
cellular-service provider in the United States, with wireline and wireless 
operations that form a market area covering more than one third of the 
country's population.   GTE is also a leader in government and defense 
communications systems and equipment, aircraft-passenger telecommunications, 
directories and telecommunications-based information services and systems.
























































                                       -2-


<TABLE>

                               GTE CORPORATION AND SUBSIDIARIES

                UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME


<CAPTION>
                                          As Reported                         Pro Forma
                                          Nine Months                         Nine Months
                                             Ended                              Ended
                                          September 30,      Pro Forma       September 30,
                                              1995          Adjustments          1995     
                                                           (In Millions)
<S>                                       <C>               <C>               <C>      
REVENUES AND SALES                         $14,928           $  (335) (1)      $14,593  

OPERATING COSTS AND EXPENSES

    Cost of services and sales               6,011              (532) (1)        5,479  
    Depreciation and amortization            2,730                               2,730  
    Selling, general & administrative        2,455               197  (1)        2,652  

        Total costs and expenses            11,196              (335)           10,861  

OPERATING INCOME                             3,732                 -             3,732  

OTHER DEDUCTIONS                               804                                 804 

    Income before income taxes               2,928                               2,928  

INCOME TAX PROVISION                         1,109                               1,109 

    Income before extraordinary charge       1,819                 -             1,819 

EXTRAORDINARY CHARGE                             -            (4,682) (2)       (4,682)

    Net income (loss)                      $ 1,819           $(4,682)          $(2,863)

EARNINGS (LOSS) PER COMMON SHARE

    Before extraordinary charge            $  1.88           $     -           $  1.88  
    Extraordinary charge                         -             (4.83) (2)        (4.83)

    Net income (loss)                      $  1.88           $ (4.83)          $ (2.95) 

DIVIDENDS DECLARED PER COMMON SHARE        $  1.41                             $  1.41 

AVERAGE COMMON SHARES                          969                                 969

              The accompanying notes are an integral part of these statements.






                                             -3-


                               GTE CORPORATION AND SUBSIDIARIES

                UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME


<CAPTION>
                                          As Reported                        Pro Forma
                                          Year Ended                         Year Ended
                                          December 31,      Pro Forma       December 31,
                                              1994         Adjustments          1994     
                                                          (In Millions)
<S>                                       <C>             <C>                <C>      
REVENUES AND SALES                         $19,944         $  (416) (1)       $19,528 


OPERATING COSTS AND EXPENSES

    Cost of services and sales               8,360            (683) (1)         7,677 
    Depreciation and amortization            3,432                              3,432 
    Selling, general & administrative        3,400             267  (1)         3,667 

        Total costs and expenses            15,192            (416)            14,776 

OPERATING INCOME                             4,752               -              4,752 

OTHER DEDUCTIONS                               779                                779  

    Income before income taxes               3,973                              3,973  

INCOME TAX PROVISION                         1,532                              1,532  

    Income before extraordinary charge       2,441               -              2,441  

EXTRAORDINARY CHARGE                            -           (4,682) (2)        (4,682)

    Net income (loss)                      $ 2,441         $(4,682)           $(2,241)

EARNINGS (LOSS) PER COMMON SHARE

    Before extraordinary charge            $  2.55         $     -            $  2.55  
    Extraordinary charge                         -           (4.89) (2)         (4.89)

    Net income (loss)                      $  2.55         $ (4.89)           $ (2.34) 

AVERAGE COMMON SHARES                          958                                958    


              The accompanying notes are an integral part of these statements.





                                        -4-

                             GTE CORPORATION AND SUBSIDIARIES

                UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET

<CAPTION>
                                               As Reported                        Pro Forma 
                                              September 30,      Pro Forma      September 30, 
                                                  1995          Adjustments         1995     
                                                               (In Millions)              

               ASSETS
<S>                                              <C>           <C>               <C>      
CURRENT ASSETS:
   Cash and temporary cash investments            $   487                         $   487 
   Receivables, less allowance
     of $249 million                                3,780                           3,780  
   Inventories                                        715                             715  
   Other current assets                               667                             667  
     Total Current Assets                           5,649                           5,649  


PROPERTY, PLANT AND EQUIPMENT, at cost             50,561                          50,561  
   Accumulated depreciation                       (21,060)      $(7,294) (3)      (28,354) 
     Total Property, Plant and Equipment, net      29,501        (7,294)           22,207  


INVESTMENTS AND OTHER ASSETS:
   Franchises, goodwill and other intangibles, net
     of accumulated amortization of $377 million    2,889                           2,889  
   Investments in unconsolidated companies          1,588                           1,588  
   Prepaid pension costs and deferred charges       3,374          (177) (4)        3,197  
   Long-term receivables and other assets             877                             877  
     Total Investments and Other Assets             8,728          (177)            8,551  
           Total Assets                           $43,878       $(7,471)          $36,407  


              The accompanying notes are an integral part of this statement.














                                        -5-


                             GTE CORPORATION AND SUBSIDIARIES

                UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET

<CAPTION>
                                               As Reported                       Pro Forma 
                                              September 30,      Pro Forma     September 30, 
                                                  1995          Adjustments        1995     
                                                               (In Millions)              
<S>                                              <C>            <C>             <C>      
   LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Short-term obligations, including
     current maturities                            $ 2,516                        $ 2,516  
   Accounts and payrolls payable                     1,845                          1,845  
   Accrued taxes                                       978                            978  
   Dividends payable                                   477                            477  
   Accrued restructuring costs                         484                            484  
   Other current liabilities                         2,176                          2,176  
     Total Current Liabilities                       8,476                          8,476  

LONG-TERM DEBT                                      12,157         $   120  (5)    12,277  

RESERVES AND DEFERRED CREDITS:
   Deferred income taxes                             3,709          (2,838) (6)       871  
   Employee benefit obligations                      4,750                          4,750  
   Restructuring costs and other                     1,392                          1,392  
     Total Reserves and Deferred Credits             9,851          (2,838)         7,013  

MINORITY INTERESTS IN EQUITY OF SUBSIDIARIES         2,188                          2,188  

PREFERRED STOCK, subject to mandatory redemption       101             (61) (5)        40  

SHAREHOLDERS' EQUITY:
   Preferred stock                                      10             (10) (5)         -  
   Common stock - shares issued 971,969,624             49                             49  
   Amounts paid in, in excess of par value           7,896                          7,896  
   Reinvested earnings (deficit)                     3,883          (4,682) (2)      (799)  
   Guaranteed ESOP obligations                        (609)                          (609) 
   Common stock held in treasury - 
     3,349,200 shares at cost                         (124)                          (124) 
      Total Shareholders' Equity                    11,105          (4,692)         6,413  

     Total Liabilities and Shareholders' Equity    $43,878         $(7,471)       $36,407  

             The accompanying notes are an integral part of this statement.






                                        -6-
</TABLE>

                           NOTES TO UNAUDITED PRO FORMA
                              FINANCIAL INFORMATION


(1) Represents the elimination of intercompany sales of materials and
    equipment to regulated telephone operations.  Elimination of such sales
    is not required under the provisions of FAS 71.  In addition, the
    provision for uncollectible accounts has been reclassified from revenues
    and sales to selling, general and administrative expenses, consistent
    with non-regulated accounting practices.

(2) Represents the after-tax effect of the adjustments described in notes
    3 - 5 below.

(3) Represents the write-down of property, plant and equipment, net due to
    an impairment of such assets resulting from depreciation lives set by
    regulators that are longer than the assets' economic lives.

(4) Represents the write-off of net regulatory assets and the write-off of
    the original debt issuance costs associated with $932 million of long-
    term debt that will be refinanced.

(5) Represents the refinancing on a long-term basis of 12 series of
    preferred stock totaling approximately $71 million and costs associated
    with refinancing $932 million of long-term debt.

(6) Represents the tax effect of the adjustments described in notes 
    3 - 5 above.































                                       -7-



                         GTE CORPORATION PRESS RELEASE

                               November 9, 1995


SUMMARY:    GTE to redeem 12 series of preferred stock and $932 million of 
telephone subsidiary debt.

STAMFORD, Connecticut -- GTE Corporation ("GTE") today said it will redeem 
its 12 series of preferred stock totalling approximately $71 million.  Nine 
of the series are convertible into GTE common stock and the remaining three 
issues are non-convertible.

Convertible Preferred Stock

      The nine convertible series will be redeemed on December 26, 1995.  
Shareholders will receive the redemption price and a partial dividend 
accrued from October 1, 1995 to the redemption date for the series.  Listed 
below are the series of convertible preferred stock that will be redeemed 
and the redemption prices and partial dividends that will be paid on each 
series:

          Series                     Redemption            Partial Dividend
                                  Price per Share              per Share

   5.28% Convertible Preferred         $53.00                  $0.62333
   4.36% Convertible Preferred         $53.25                  $0.51472
   4.75% Convertible Preferred         $52.50                  $0.56076
   5.05% Convertible Preferred         $52.50                  $0.59618
   5.35% Convertible Preferred         $52.50                  $0.63160
   5.50% Convertible Preferred         $52.50                  $0.64931
   5.00% Convertible Preferred         $52.50                  $0.59028
   4.00% Convertible Preferred         $52.50                  $0.47222
   $2.00 Convertible No Par Preferred  $30.00                  $0.47222

      Shareholders of the convertible series may elect instead to convert 
their preferred shares into shares of GTE Corp. common stock at any time 
prior to the close of business on Friday, December 15, 1995.  Shareholders 
who convert their preferred shares prior to November 22, 1995 will receive 
the January 1, 1996 dividend on GTE's common stock.  Listed below are the 
conversion ratios for each series of convertible preferred stock being 
redeemed:

            Series               Conversion Ratios

   5.28% Convertible Preferred         9.06
   4.36% Convertible Preferred         6.94
   4.75% Convertible Preferred         2.64
   5.05% Convertible Preferred         2.64
   5.35% Convertible Preferred         2.64
   5.50% Convertible Preferred         2.64
   5.00% Convertible Preferred         2.68
   4.00% Convertible Preferred         3.60
   $2.00 Convertible No Par Preferred  1.56


                                     -8-

Non-Convertible Preferred Stock

      The three series of non-convertible preferred stock will be redeemed 
on December 11, 1995.  Shareholders will receive the redemption price and a 
partial dividend accrued from October 1, 1995 to the redemption date.  
Listed below are the redemption prices and partial dividends that will be 
paid for each series of non-convertible preferred stock being redeemed:

        Series         Redemption Price        Partial Dividends
                          per Share               per Share
   7.85% Preferred         $51.06                 $0.76319
   7.75% Preferred         $51.19                 $0.75347
   4.40% Preferred         $50.50                 $0.42778

      In the near future, registered holders will be notified by mail as to 
how to redeem or convert their certificates.  The First National Bank of 
Boston, P.O. Box 1889, Boston, Massachusetts 02105-1889, will serve as the 
Redemption/Conversion Agent for the preferred-stock transactions.

      GTE also announced that it will redeem and refinance approximately 
$932 million of its telephone operating subsidiaries' long-term debt issues.



































                                     -9-



                                 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 hereunto duly authorized.


                                                   GTE CORPORATION
                                                     (Registrant)


                                            By     Lawrence R. Whitman     
                                                   Lawrence R. Whitman
                                               Vice President and Controller


Date:  November 9, 1995



































                                       -10-
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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 - November 9, 1995
                     (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

                               GTE CORPORATION

                                  FORM 8-K

                             ITEM OF INFORMATION

Item 5.  Other Events

STAMFORD, Connecticut -- GTE Corporation (GTE) said that, in response to 
recently enacted and pending legislation and the increasingly competitive 
environment in which it expects to operate, effective January 1, 1996, GTE 
is discontinuing the use of accounting practices appropriate to regulated 
enterprises.  As a result of this decision, GTE will record a non-cash, 
extraordinary charge of $4.7 billion after taxes during the fourth quarter 
of 1995.  This charge, which is based on the results of a comprehensive 
study of the economic lives of GTE's telephone plant and equipment, will 
have no effect on GTE's customers, its liquidity or its dividend policy.

GTE's telephone companies have traditionally followed the accounting for 
regulated enterprises prescribed by Statement of Financial Accounting 
Standards No. 71, "Accounting for the Effects of Certain Types of 
Regulation" (FAS 71).  In general, FAS 71 required GTE to depreciate its 
plant and equipment over regulator approved lives which may extend beyond 
the assets' actual economic lives.  FAS 71 also required the deferral of 
certain costs based upon approvals received from regulators to recover such 
costs in the future.  As a result of these requirements, the recorded net 
book value of GTE's assets, primarily telephone plant and equipment, were 
higher than that which would otherwise have been recorded based on their 
economic lives.

The charge will primarily represent an adjustment to the net book value of 
the fixed assets of GTE's domestic telephone operations, through an increase 
in accumulated depreciation and is not expected to have a significant effect 
on depreciation expense or earnings over the next several years.  The income 
statement effect of this change in accounting will be reflected in the 
Registrant's consolidated statements of income as an extraordinary charge, 
net of tax, under the provisions of Statement of Financial Accounting 
Standards No. 101, "Regulated Enterprises-Accounting for the Discontinuation 
of Application of FASB Statement No. 71."

The accompanying pro forma statements of income for the nine months ended 
September 30, 1995 and the year ended December 31, 1994, and the pro forma 
balance sheet as of September 30, 1995 are based on historical condensed 
financial statements, adjusted to give effect to the discontinuance of FAS 
71 as though it had occurred at the beginning of each period presented.  The 
pro forma financial information should be read in conjunction with the 
historical financial statements and related notes thereto.  The pro forma 
financial information is not necessarily indicative of the results that 
would have been attained had the discontinuance of FAS 71 occurred in an 
earlier period.

As described in the attached press release, GTE will also redeem its 12 
series of preferred stock totaling approximately $71 million.  Nine of the 
series are convertible into GTE common stock and the remaining three issues 
are non-convertible.  In addition, GTE announced that it will refinance, on 
a long-term basis, approximately $932 million of its telephone operating 
subsidiaries' long-term debt issues.  The positive impact of these 
redemptions is not expected to have a significant effect on GTE's earnings 
over the next several years.

                                       -1-

GTE is the largest U.S.-based local telephone company and a leading 
cellular-service provider in the United States, with wireline and wireless 
operations that form a market area covering more than one third of the 
country's population.   GTE is also a leader in government and defense 
communications systems and equipment, aircraft-passenger telecommunications, 
directories and telecommunications-based information services and systems.

                                       -2-

                               GTE CORPORATION AND SUBSIDIARIES

                UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME
As Reported                         Pro Forma
                                          Nine Months                         Nine Months
                                             Ended                              Ended
                                          September 30,      Pro Forma       September 30,
                                              1995          Adjustments          1995     
                                                           (In Millions)
REVENUES AND SALES                         $14,928           $  (335) (1)      $14,593  

OPERATING COSTS AND EXPENSES

    Cost of services and sales               6,011              (532) (1)        5,479  
    Depreciation and amortization            2,730                               2,730  
    Selling, general & administrative        2,455               197  (1)        2,652  

        Total costs and expenses            11,196              (335)           10,861  

OPERATING INCOME                             3,732                 -             3,732  

OTHER DEDUCTIONS                               804                                 804 

    Income before income taxes               2,928                               2,928  

INCOME TAX PROVISION                         1,109                               1,109 

    Income before extraordinary charge       1,819                 -             1,819 

EXTRAORDINARY CHARGE                             -            (4,682) (2)       (4,682)

    Net income (loss)                      $ 1,819           $(4,682)          $(2,863)

EARNINGS (LOSS) PER COMMON SHARE

    Before extraordinary charge            $  1.88           $     -           $  1.88  
    Extraordinary charge                         -             (4.83) (2)        (4.83)

    Net income (loss)                      $  1.88           $ (4.83)          $ (2.95) 

DIVIDENDS DECLARED PER COMMON SHARE        $  1.41                             $  1.41 

AVERAGE COMMON SHARES                          969                                 969

              The accompanying notes are an integral part of these statements.

                                             -3-

                               GTE CORPORATION AND SUBSIDIARIES

                UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME
As Reported                        Pro Forma
                                          Year Ended                         Year Ended
                                          December 31,      Pro Forma       December 31,
                                              1994         Adjustments          1994     
                                                          (In Millions)
REVENUES AND SALES                         $19,944         $  (416) (1)       $19,528 

OPERATING COSTS AND EXPENSES

    Cost of services and sales               8,360            (683) (1)         7,677 
    Depreciation and amortization            3,432                              3,432 
    Selling, general & administrative        3,400             267  (1)         3,667 

        Total costs and expenses            15,192            (416)            14,776 

OPERATING INCOME                             4,752               -              4,752 

OTHER DEDUCTIONS                               779                                779  

    Income before income taxes               3,973                              3,973  

INCOME TAX PROVISION                         1,532                              1,532  

    Income before extraordinary charge       2,441               -              2,441  

EXTRAORDINARY CHARGE                            -           (4,682) (2)        (4,682)

    Net income (loss)                      $ 2,441         $(4,682)           $(2,241)

EARNINGS (LOSS) PER COMMON SHARE

    Before extraordinary charge            $  2.55         $     -            $  2.55  
    Extraordinary charge                         -           (4.89) (2)         (4.89)

    Net income (loss)                      $  2.55         $ (4.89)           $ (2.34) 

AVERAGE COMMON SHARES                          958                                958    

              The accompanying notes are an integral part of these statements.

                                        -4-

                             GTE CORPORATION AND SUBSIDIARIES

                UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
As Reported                        Pro Forma 
                                              September 30,      Pro Forma      September 30, 
                                                  1995          Adjustments         1995     
                                                               (In Millions)              

               ASSETS
CURRENT ASSETS:
   Cash and temporary cash investments            $   487                         $   487 
   Receivables, less allowance
     of $249 million                                3,780                           3,780  
   Inventories                                        715                             715  
   Other current assets                               667                             667  
     Total Current Assets                           5,649                           5,649  

PROPERTY, PLANT AND EQUIPMENT, at cost             50,561                          50,561  
   Accumulated depreciation                       (21,060)      $(7,294) (3)      (28,354) 
     Total Property, Plant and Equipment, net      29,501        (7,294)           22,207  

INVESTMENTS AND OTHER ASSETS:
   Franchises, goodwill and other intangibles, net
     of accumulated amortization of $377 million    2,889                           2,889  
   Investments in unconsolidated companies          1,588                           1,588  
   Prepaid pension costs and deferred charges       3,374          (177) (4)        3,197  
   Long-term receivables and other assets             877                             877  
     Total Investments and Other Assets             8,728          (177)            8,551  
           Total Assets                           $43,878       $(7,471)          $36,407  

              The accompanying notes are an integral part of this statement.

                                        -5-

                             GTE CORPORATION AND SUBSIDIARIES

                UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
As Reported                       Pro Forma 
                                              September 30,      Pro Forma     September 30, 
                                                  1995          Adjustments        1995     
                                                               (In Millions)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Short-term obligations, including
     current maturities                            $ 2,516                        $ 2,516  
   Accounts and payrolls payable                     1,845                          1,845  
   Accrued taxes                                       978                            978  
   Dividends payable                                   477                            477  
   Accrued restructuring costs                         484                            484  
   Other current liabilities                         2,176                          2,176  
     Total Current Liabilities                       8,476                          8,476  

LONG-TERM DEBT                                      12,157         $   120  (5)    12,277  

RESERVES AND DEFERRED CREDITS:
   Deferred income taxes                             3,709          (2,838) (6)       871  
   Employee benefit obligations                      4,750                          4,750  
   Restructuring costs and other                     1,392                          1,392  
     Total Reserves and Deferred Credits             9,851          (2,838)         7,013  

MINORITY INTERESTS IN EQUITY OF SUBSIDIARIES         2,188                          2,188  

PREFERRED STOCK, subject to mandatory redemption       101             (61) (5)        40  

SHAREHOLDERS' EQUITY:
   Preferred stock                                      10             (10) (5)         -  
   Common stock - shares issued 971,969,624             49                             49  
   Amounts paid in, in excess of par value           7,896                          7,896  
   Reinvested earnings (deficit)                     3,883          (4,682) (2)      (799)  
   Guaranteed ESOP obligations                        (609)                          (609) 
   Common stock held in treasury - 
     3,349,200 shares at cost                         (124)                          (124) 
      Total Shareholders' Equity                    11,105          (4,692)         6,413  

     Total Liabilities and Shareholders' Equity    $43,878         $(7,471)       $36,407  

             The accompanying notes are an integral part of this statement.

                                        -6-
NOTES TO UNAUDITED PRO FORMA
                              FINANCIAL INFORMATION

(1) Represents the elimination of intercompany sales of materials and
    equipment to regulated telephone operations.  Elimination of such sales
    is not required under the provisions of FAS 71.  In addition, the
    provision for uncollectible accounts has been reclassified from revenues
    and sales to selling, general and administrative expenses, consistent
    with non-regulated accounting practices.

(2) Represents the after-tax effect of the adjustments described in notes
    3 - 5 below.

(3) Represents the write-down of property, plant and equipment, net due to
    an impairment of such assets resulting from depreciation lives set by
    regulators that are longer than the assets' economic lives.

(4) Represents the write-off of net regulatory assets and the write-off of
    the original debt issuance costs associated with $932 million of long-
    term debt that will be refinanced.

(5) Represents the refinancing on a long-term basis of 12 series of
    preferred stock totaling approximately $71 million and costs associated
    with refinancing $932 million of long-term debt.

(6) Represents the tax effect of the adjustments described in notes 
    3 - 5 above.

                                       -7-

                         GTE CORPORATION PRESS RELEASE

                               November 9, 1995

SUMMARY:    GTE to redeem 12 series of preferred stock and $932 million of 
telephone subsidiary debt.

STAMFORD, Connecticut -- GTE Corporation ("GTE") today said it will redeem 
its 12 series of preferred stock totalling approximately $71 million.  Nine 
of the series are convertible into GTE common stock and the remaining three 
issues are non-convertible.

Convertible Preferred Stock

      The nine convertible series will be redeemed on December 26, 1995.  
Shareholders will receive the redemption price and a partial dividend 
accrued from October 1, 1995 to the redemption date for the series.  Listed 
below are the series of convertible preferred stock that will be redeemed 
and the redemption prices and partial dividends that will be paid on each 
series:

          Series                     Redemption            Partial Dividend
                                  Price per Share              per Share

   5.28% Convertible Preferred         $53.00                  $0.62333
   4.36% Convertible Preferred         $53.25                  $0.51472
   4.75% Convertible Preferred         $52.50                  $0.56076
   5.05% Convertible Preferred         $52.50                  $0.59618
   5.35% Convertible Preferred         $52.50                  $0.63160
   5.50% Convertible Preferred         $52.50                  $0.64931
   5.00% Convertible Preferred         $52.50                  $0.59028
   4.00% Convertible Preferred         $52.50                  $0.47222
   $2.00 Convertible No Par Preferred  $30.00                  $0.47222

      Shareholders of the convertible series may elect instead to convert 
their preferred shares into shares of GTE Corp. common stock at any time 
prior to the close of business on Friday, December 15, 1995.  Shareholders 
who convert their preferred shares prior to November 22, 1995 will receive 
the January 1, 1996 dividend on GTE's common stock.  Listed below are the 
conversion ratios for each series of convertible preferred stock being 
redeemed:

            Series               Conversion Ratios

   5.28% Convertible Preferred         9.06
   4.36% Convertible Preferred         6.94
   4.75% Convertible Preferred         2.64
   5.05% Convertible Preferred         2.64
   5.35% Convertible Preferred         2.64
   5.50% Convertible Preferred         2.64
   5.00% Convertible Preferred         2.68
   4.00% Convertible Preferred         3.60
   $2.00 Convertible No Par Preferred  1.56

                                     -8-

Non-Convertible Preferred Stock

      The three series of non-convertible preferred stock will be redeemed 
on December 11, 1995.  Shareholders will receive the redemption price and a 
partial dividend accrued from October 1, 1995 to the redemption date.  
Listed below are the redemption prices and partial dividends that will be 
paid for each series of non-convertible preferred stock being redeemed:

        Series         Redemption Price        Partial Dividends
                          per Share               per Share
   7.85% Preferred         $51.06                 $0.76319
   7.75% Preferred         $51.19                 $0.75347
   4.40% Preferred         $50.50                 $0.42778

      In the near future, registered holders will be notified by mail as to 
how to redeem or convert their certificates.  The First National Bank of 
Boston, P.O. Box 1889, Boston, Massachusetts 02105-1889, will serve as the 
Redemption/Conversion Agent for the preferred-stock transactions.

      GTE also announced that it will redeem and refinance approximately 
$932 million of its telephone operating subsidiaries' long-term debt issues.

                                     -9-

                                 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 hereunto duly authorized.

                                                   GTE CORPORATION
                                                     (Registrant)

                                            By     Lawrence R. Whitman     
                                                   Lawrence R. Whitman
                                               Vice President and Controller

Date:  November 9, 1995

                                       -10-