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 (Date of earliest event reported)   September  30,
1994
                                                    . . . . . . .
. . .

                           GTE SOUTH INCORPORATED
  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
           (Exact name of registrant as specified in its charter)


             Virginia                  2-36292                56-
0656680
  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
         (State  or  other            (Commission            (IRS
Employer
            jurisdiction      of                File      Number)
Identification No.)
       incorporation)


19845 N. U.S. 31, P.O. Box 407, Westfield, Indiana     46074
  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
     (Address of principal executive offices)        (Zip Code)


Registrant's telephone number, including area code        317-896-
6464
                                                          . . . .
. . .

  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
      (Former  name  or  former address, if  changed  since  last
report)
                     GTE SOUTH INCORPORATED
                                
                            FORM 8-K

                       ITEM OF INFORMATION
                                
                                
Item 5.  Other Events

As  previously  reported in the GTE South  Incorporated   Current
Report on Form 8-K dated June 10, 1994 (as amended on October 26,
1994),  on  December  31,  1993,  GTE  South  Incorporated   (the
"Company")  entered into an Agreement of Merger  with  Contel  of
Kentucky,  Inc.,  a  Kentucky  corporation  ("Contel  Kentucky"),
Contel  of  North  Carolina, Inc., a North  Carolina  corporation
("Contel  North  Carolina"), Contel of South  Carolina,  Inc.,  a
South  Carolina corporation ("Contel South Carolina"), and Contel
of  Virginia,  Inc., a Virginia corporation ("Contel  Virginia").
The   agreement   provides  that  the  aforementioned   companies
(collectively  the "Contel Subsidiaries") would  merge  with  and
into   the   Company,  with  the  Company  to  be  the  surviving
corporation  in the merger (the "Merger").  Each  of  the  Contel
Subsidiaries  is a wholly-owned subsidiary of Contel Corporation,
which  itself  is  a wholly-owned subsidiary of GTE  Corporation.
The  Contel  Subsidiaries provide communication services  in  the
states of Kentucky, North Carolina, South Carolina and Virginia.

The  Merger became effective on September 30, 1994 and  has  been
accounted for in a manner consistent with a transfer of  entities
under   common  control  which  is  similar  to  a  "pooling   of
interests."  Subsequent to the Merger, the assets and liabilities
of  the  Company and Contel Subsidiaries will be carried  on  the
books  of  the surviving corporation at the historical values  at
which  they  were carried on their separate books  prior  to  the
merger.

A  copy  of  the  Agreement of Merger, dated December  31,  1993,
between  the  Company,  Contel Kentucky, Contel  North  Carolina,
Contel South Carolina and Contel Virginia was attached as Exhibit
2.1  of the Company's previously filed Current Report on Form 8-K
dated June 10, 1994.


                            SIGNATURE

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 SOUTH
INCORPORATED
                                                    (Registrant)



Date:   October 27, 1994              WILLIAM M. EDWARDS, III
                                      WILLIAM M. EDWARDS, III
                                            Controller
                                     (Chief Accounting Officer)
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4547}]
{"company-data": {"conformed-name": "GTE SOUTH INC", "cik": "0000040878", "assigned-sic": "4813", "irs-number": "560656680", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "002-36292", "film-number": "94555470"}, "business-address": {"street1": "ONE TAMPA CITY CTR", "city": "TAMPA", "state": "FL", "zip": "33602", "phone": "8132244011"}, "former-company": [{"former-conformed-name": "GENERAL TELEPHONE CO OF THE SOUTH", "date-changed": "19880330"}, {"former-conformed-name": "GENERAL TELEPHONE CO OF THE SOUTHEAST", "date-changed": "19860401"}]}
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 (Date of earliest event reported)   September  30,
1994
                                                    . . . . . . .
. . .

                           GTE SOUTH INCORPORATED
  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
           (Exact name of registrant as specified in its charter)

             Virginia                  2-36292                56-
0656680
  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
         (State  or  other            (Commission            (IRS
Employer
            jurisdiction      of                File      Number)
Identification No.)
       incorporation)

19845 N. U.S. 31, P.O. Box 407, Westfield, Indiana     46074
  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
     (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code        317-896-
6464
                                                          . . . .
. . .

  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
      (Former  name  or  former address, if  changed  since  last
report)
                     GTE SOUTH INCORPORATED
                                
                            FORM 8-K

                       ITEM OF INFORMATION
                                
                                
Item 5.  Other Events

As  previously  reported in the GTE South  Incorporated   Current
Report on Form 8-K dated June 10, 1994 (as amended on October 26,
1994),  on  December  31,  1993,  GTE  South  Incorporated   (the
"Company")  entered into an Agreement of Merger  with  Contel  of
Kentucky,  Inc.,  a  Kentucky  corporation  ("Contel  Kentucky"),
Contel  of  North  Carolina, Inc., a North  Carolina  corporation
("Contel  North  Carolina"), Contel of South  Carolina,  Inc.,  a
South  Carolina corporation ("Contel South Carolina"), and Contel
of  Virginia,  Inc., a Virginia corporation ("Contel  Virginia").
The   agreement   provides  that  the  aforementioned   companies
(collectively  the "Contel Subsidiaries") would  merge  with  and
into   the   Company,  with  the  Company  to  be  the  surviving
corporation  in the merger (the "Merger").  Each  of  the  Contel
Subsidiaries  is a wholly-owned subsidiary of Contel Corporation,
which  itself  is  a wholly-owned subsidiary of GTE  Corporation.
The  Contel  Subsidiaries provide communication services  in  the
states of Kentucky, North Carolina, South Carolina and Virginia.

The  Merger became effective on September 30, 1994 and  has  been
accounted for in a manner consistent with a transfer of  entities
under   common  control  which  is  similar  to  a  "pooling   of
interests."  Subsequent to the Merger, the assets and liabilities
of  the  Company and Contel Subsidiaries will be carried  on  the
books  of  the surviving corporation at the historical values  at
which  they  were carried on their separate books  prior  to  the
merger.

A  copy  of  the  Agreement of Merger, dated December  31,  1993,
between  the  Company,  Contel Kentucky, Contel  North  Carolina,
Contel South Carolina and Contel Virginia was attached as Exhibit
2.1  of the Company's previously filed Current Report on Form 8-K
dated June 10, 1994.

                            SIGNATURE

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 SOUTH
INCORPORATED
                                                    (Registrant)

Date:   October 27, 1994              WILLIAM M. EDWARDS, III
                                      WILLIAM M. EDWARDS, III
                                            Controller
                                     (Chief Accounting Officer)