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 - March 15, 1996
                       (Date of earliest event reported)
  
  
                            GTE SOUTH INCORPORATED
            (Exact name of registrant as specified in its charter)
  
  
                                   VIRGINIA
        (State or other jurisdiction of incorporation or organization)
  
  
             2-36292                                    56-0656680
     (Commission File Number)               (IRS Employer Identification No.)
  
  
  
  
  
  
  
  
  
  
  
  
  600 Hidden Ridge, HQE04B12 - Irving, Texas
  (Address of principal executive offices)                            75038
                                                                    (Zip Code)
  
  Registrant's telephone number, including area code              214-718-5600
  
  
  
                          GTE SOUTH INCORPORATED
                                            
                                 FORM 8-K
                                            
                           ITEM OF INFORMATION
  
  Item 5.  Other Events
  
  GTE South Incorporated (the Company) announced today that 1995 net 
  income increased 57% or $74 million over 1994, excluding the impact of 
  $510 million of extraordinary charges for the previously announced 
  discontinuation of Statement of Financial Accounting Standards No. 71 
  (FAS 71) "Accounting for the Effects of Certain Types of Regulation" and 
  the early retirement of debt.  The 1995 increase is primarily due to 
  continued customer growth, lower operating costs and expenses and the 
  reversal of $20 million of reserves related to expired warranties on 
  properties sold in 1993 partially offset by higher depreciation costs.
  
  Income before extraordinary charges was $203 million and $129 million in 
  1995 and 1994, respectively.  Net loss was $307 million for 1995 
  compared to net income of $129 million in 1994.
  
  Revenues and sales were $1,319 million in 1995 compared to $1,250 
  million in 1994.  The increase of 5% or $69 million is primarily due to 
  continued customer growth as evidenced by a 5% increase in access lines 
  and a 9% increase in minutes of use.  The increase is also due to growth 
  in revenues from new services.  
  
  Operating income was $362 million and $268 million in 1995 and 1994, 
  respectively.  The increase of $94 million is primarily due to higher 
  revenues and sales, lower costs reflecting the favorable effects of 
  ongoing cost-reduction programs from process re-engineering activities 
  and a decrease in provisions for uncollectible and unbillable accounts 
  partially offset by higher depreciation expense.
  
  The Company is subject to regulation by the regulatory bodies of the 
  states of Alabama, Illinois, Kentucky, North Carolina, South Carolina 
  and Virginia as to its intrastate business operations and by the Federal 
  Communications Commission (FCC) as to its interstate operations.
  
  Advances in technology, together with a number of regulatory, 
  legislative and judicial actions, continue to accelerate and expand the 
  level of competition and opportunities available to the Company.  
  Presently, the Company is subject to competition from numerous sources, 
  including competitive access providers for network access services and 
  specialized communications companies that have constructed new systems 
  in certain markets to bypass the local-exchange network.  In addition, 
  competition from alternative local-exchange carriers, interexchange 
  carriers, wireless and cable TV companies, as well as more recent entry 
  by media and computer companies, is expected to increase in the rapidly 
  changing telecommunications marketplace.
  
  On February 8, 1996, the Telecommunications Act of 1996 (the 
  Telecommunications Act) became law.  This comprehensive 
  telecommunications reform legislation addresses a wide range of 
  competitive and regulatory issues that will affect the future 
  
                                      -1-
  development of local and long distance services, cable television and 
  information services.  The Telecommunications Act overhauls 62 years of 
  telecommunications law, replacing government regulation with competition 
  as the chief way of assuring that telecommunications services are 
  delivered to customers.  The new law removes many of the statutory and 
  court-ordered barriers to competition between segments of the industry, 
  enabling local-exchange, long distance, wireless and cable companies to 
  compete in offering voice, video and information services.
  
  The Telecommunications Act requires the FCC and state commissions to set 
  new guidelines to open local-exchange markets and to set new guidelines 
  for interconnection, loosens restrictions barring local telephone 
  companies from entering the cable television market, and preserves 
  universal service while equalizing the responsibility for contribution 
  among all carriers.
  
  A key provision of the Telecommunications Act also eliminates the legal 
  restraints of the GTE Corporation (GTE) Consent Decree which has kept 
  the Company from providing interLATA services.  This action will 
  simplify GTE's ability to market local intraLATA and interLATA service 
  to its customers as a bundled service.  In February 1996, GTE executed 
  an agreement whereby WorldCom, Inc. will provide, on a non-exclusive 
  basis, a full array of telecommunications services in support of GTE's 
  entry into the interLATA long distance market.  In March 1996, GTE, 
  through a separate subsidiary, began offering long distance to its 
  customers in selected markets.  GTE plans to offer the service, marketed 
  under the name GTE Easy Savings Plan, in all 28 states where it 
  currently offers local telephone service by December 1996.
  
  The Telecommunications Act forbids states from imposing any barriers to 
  entry into local and toll competition.  Through 1995, local competition 
  has been authorized in fifteen states, including Illinois, North 
  Carolina and Virginia.  In addition, eight states, including Illinois 
  and Kentucky, have authorized plans that would allow customers to 
  pre-subscribe to a specific carrier to handle their intraLATA toll 
  calls.  Pre-subscribed customers will simply dial "1" before the 
  telephone number in order to complete intraLATA calls.  The 
  Telecommunications Act requires GTE to negotiate intraLATA dialing 
  parity provisions with its competitors.  In subsequent negotiations, GTE 
  will address implementation of 1+ in those states which have not 
  previously ordered implementation.
  
  Federal and state regulatory activity continued to change the 
  traditional cost-based, rate-of-return regulatory framework for 
  intrastate and interstate telephone service.  Regulatory authorities 
  have adopted various forms of alternative regulation, which provide 
  economic incentives to telephone service providers to improve 
  productivity and provide the foundation for implementing pricing 
  flexibility necessary to address competitive entry into GTE markets.
  
  For the provision of interstate access services, the Company operates 
  under the terms of the FCC's price cap incentive plan.  The "price cap" 
  mechanism serves to limit the rates a carrier may charge, rather than 
  just regulating the rate of return which may be achieved.  Under this 
  approach, the maximum prices that the local-exchange carrier (LEC) may 
  charge are increased or decreased each year by a price index based upon 
  
                                      -2-
  inflation less a predetermined productivity target.  LECs have limited 
  pricing flexibility provided they do not exceed the allowed price cap.  
  The FCC is considering how the price cap plan should be modified in the 
  future in order to adapt the system to the emergence of competition.
  
  The Company continues to support greater competition in 
  telecommunications, provided that, overall, the actions to eliminate 
  existing legal and regulatory barriers benefit consumers by allowing an 
  opportunity for all service providers to participate equally in a 
  competitive marketplace under comparable conditions.
  
  The Company intends to continue to respond aggressively to regulatory 
  and legal developments that allow for increased competition and 
  opportunities in the marketplace.  The Company expects its financial 
  results to benefit from reduced costs and the introduction of new 
  products and services that will result in increased usage of its 
  telephone networks. However, it is likely that such improvements will be 
  offset, in part, by continued strategic pricing reductions and the 
  effects of increased competition.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      -3-
                            GTE SOUTH INCORPORATED
  
                           SELECTED FINANCIAL DATA
  
  
  Selected Income Statement Items:
  
                                  For the Years Ended December 31,
                                         1995           1994
  
  Revenues and sales                  $1,319,110     $1,250,404
  
  Operating costs and expenses           956,958        982,056
  
  Operating income                       362,152        268,348
  
  Interest - net                          57,656         57,653
  
  Other - net                            (20,000)         4,200
  
  Income taxes                           121,897         77,308
  
  Income before extraordinary charges    202,599        129,187
  
  Extraordinary charges (a)             (509,880)          -   
  
  Net income (loss)                   $ (307,281)     $ 129,187
  
  
  Selected Balance Sheet Items:
  
                                            As of December 31,
                                           1995           1994
  
  Property, plant and equipment, net   $ 1,566,183    $ 2,402,927
  
  Total assets                           1,902,748      2,762,128
  
  Long-term debt and preferred stock,
     subject to mandatory redemption       726,060        597,213
  
  Shareholders' equity                     605,358      1,030,678
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      -4-
                            GTE SOUTH INCORPORATED
  
                     SELECTED FINANCIAL DATA - (Continued)
  
  
  Other Items:
  
                                     For the Years Ended December 31,
                                            1995           1994
  
  Cash from operations                  $  437,035     $  278,060
  
  Cash used in investing                   248,469        279,791
  
  Cash used in financing                   163,844          9,530
  
  Operating cash flow (b)                  636,518        531,225
  
  Dividends declared on common stock       117,892        168,660
  
  Dividends declared on 
     preferred stock                           157            171
  
  
  (a) Extraordinary charges for 1995 are for the discontinuation of FAS 71 
  and the early retirement of debt.
  
  (b) Represents operating income before depreciation and amortization.
  
  
  
  
  Item 7.  Financial Statements and Exhibits
  
  
           (a)  Financial Statements -- None.
  
           (b)  Pro Forma Financial Information -- None.
  
           (c)  Exhibits
  
                12  Statements re Computation of Ratios.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      -5-
                                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 SOUTH INCORPORATED
                                                       (Registrant)
  
  
                                           By    William M. Edwards III   
                                                 William M. Edwards III
                                               (Chief Accounting Officer)
  
  
  Date:  March 15, 1996
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      -6-
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{"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": "96535610"}, "business-address": {"street1": "600 HIDDEN RIDGE", "street2": "HQE04B12", "city": "IRVING", "state": "TX", "zip": "75038", "phone": "2147185600"}, "mail-address": {"street1": "600 HIDDEN RIDGE", "street2": "HQE04B12", "city": "IRVING", "state": "TX", "zip": "75038"}, "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 - March 15, 1996
                       (Date of earliest event reported)
  
  
                            GTE SOUTH INCORPORATED
            (Exact name of registrant as specified in its charter)
  
  
                                   VIRGINIA
        (State or other jurisdiction of incorporation or organization)
  
  
             2-36292                                    56-0656680
     (Commission File Number)               (IRS Employer Identification No.)
  
  
  
  
  
  
  
  
  
  
  
  
  600 Hidden Ridge, HQE04B12 - Irving, Texas
  (Address of principal executive offices)                            75038
                                                                    (Zip Code)
  
  Registrant's telephone number, including area code              214-718-5600
  
  
  
                          GTE SOUTH INCORPORATED
                                            
                                 FORM 8-K
                                            
                           ITEM OF INFORMATION
  
  Item 5.  Other Events
  
  GTE South Incorporated (the Company) announced today that 1995 net 
  income increased 57% or $74 million over 1994, excluding the impact of 
  $510 million of extraordinary charges for the previously announced 
  discontinuation of Statement of Financial Accounting Standards No. 71 
  (FAS 71) "Accounting for the Effects of Certain Types of Regulation" and 
  the early retirement of debt.  The 1995 increase is primarily due to 
  continued customer growth, lower operating costs and expenses and the 
  reversal of $20 million of reserves related to expired warranties on 
  properties sold in 1993 partially offset by higher depreciation costs.
  
  Income before extraordinary charges was $203 million and $129 million in 
  1995 and 1994, respectively.  Net loss was $307 million for 1995 
  compared to net income of $129 million in 1994.
  
  Revenues and sales were $1,319 million in 1995 compared to $1,250 
  million in 1994.  The increase of 5% or $69 million is primarily due to 
  continued customer growth as evidenced by a 5% increase in access lines 
  and a 9% increase in minutes of use.  The increase is also due to growth 
  in revenues from new services.  
  
  Operating income was $362 million and $268 million in 1995 and 1994, 
  respectively.  The increase of $94 million is primarily due to higher 
  revenues and sales, lower costs reflecting the favorable effects of 
  ongoing cost-reduction programs from process re-engineering activities 
  and a decrease in provisions for uncollectible and unbillable accounts 
  partially offset by higher depreciation expense.
  
  The Company is subject to regulation by the regulatory bodies of the 
  states of Alabama, Illinois, Kentucky, North Carolina, South Carolina 
  and Virginia as to its intrastate business operations and by the Federal 
  Communications Commission (FCC) as to its interstate operations.
  
  Advances in technology, together with a number of regulatory, 
  legislative and judicial actions, continue to accelerate and expand the 
  level of competition and opportunities available to the Company.  
  Presently, the Company is subject to competition from numerous sources, 
  including competitive access providers for network access services and 
  specialized communications companies that have constructed new systems 
  in certain markets to bypass the local-exchange network.  In addition, 
  competition from alternative local-exchange carriers, interexchange 
  carriers, wireless and cable TV companies, as well as more recent entry 
  by media and computer companies, is expected to increase in the rapidly 
  changing telecommunications marketplace.
  
  On February 8, 1996, the Telecommunications Act of 1996 (the 
  Telecommunications Act) became law.  This comprehensive 
  telecommunications reform legislation addresses a wide range of 
  competitive and regulatory issues that will affect the future 
  
                                      -1-
  development of local and long distance services, cable television and 
  information services.  The Telecommunications Act overhauls 62 years of 
  telecommunications law, replacing government regulation with competition 
  as the chief way of assuring that telecommunications services are 
  delivered to customers.  The new law removes many of the statutory and 
  court-ordered barriers to competition between segments of the industry, 
  enabling local-exchange, long distance, wireless and cable companies to 
  compete in offering voice, video and information services.
  
  The Telecommunications Act requires the FCC and state commissions to set 
  new guidelines to open local-exchange markets and to set new guidelines 
  for interconnection, loosens restrictions barring local telephone 
  companies from entering the cable television market, and preserves 
  universal service while equalizing the responsibility for contribution 
  among all carriers.
  
  A key provision of the Telecommunications Act also eliminates the legal 
  restraints of the GTE Corporation (GTE) Consent Decree which has kept 
  the Company from providing interLATA services.  This action will 
  simplify GTE's ability to market local intraLATA and interLATA service 
  to its customers as a bundled service.  In February 1996, GTE executed 
  an agreement whereby WorldCom, Inc. will provide, on a non-exclusive 
  basis, a full array of telecommunications services in support of GTE's 
  entry into the interLATA long distance market.  In March 1996, GTE, 
  through a separate subsidiary, began offering long distance to its 
  customers in selected markets.  GTE plans to offer the service, marketed 
  under the name GTE Easy Savings Plan, in all 28 states where it 
  currently offers local telephone service by December 1996.
  
  The Telecommunications Act forbids states from imposing any barriers to 
  entry into local and toll competition.  Through 1995, local competition 
  has been authorized in fifteen states, including Illinois, North 
  Carolina and Virginia.  In addition, eight states, including Illinois 
  and Kentucky, have authorized plans that would allow customers to 
  pre-subscribe to a specific carrier to handle their intraLATA toll 
  calls.  Pre-subscribed customers will simply dial "1" before the 
  telephone number in order to complete intraLATA calls.  The 
  Telecommunications Act requires GTE to negotiate intraLATA dialing 
  parity provisions with its competitors.  In subsequent negotiations, GTE 
  will address implementation of 1+ in those states which have not 
  previously ordered implementation.
  
  Federal and state regulatory activity continued to change the 
  traditional cost-based, rate-of-return regulatory framework for 
  intrastate and interstate telephone service.  Regulatory authorities 
  have adopted various forms of alternative regulation, which provide 
  economic incentives to telephone service providers to improve 
  productivity and provide the foundation for implementing pricing 
  flexibility necessary to address competitive entry into GTE markets.
  
  For the provision of interstate access services, the Company operates 
  under the terms of the FCC's price cap incentive plan.  The "price cap" 
  mechanism serves to limit the rates a carrier may charge, rather than 
  just regulating the rate of return which may be achieved.  Under this 
  approach, the maximum prices that the local-exchange carrier (LEC) may 
  charge are increased or decreased each year by a price index based upon 
  
                                      -2-
  inflation less a predetermined productivity target.  LECs have limited 
  pricing flexibility provided they do not exceed the allowed price cap.  
  The FCC is considering how the price cap plan should be modified in the 
  future in order to adapt the system to the emergence of competition.
  
  The Company continues to support greater competition in 
  telecommunications, provided that, overall, the actions to eliminate 
  existing legal and regulatory barriers benefit consumers by allowing an 
  opportunity for all service providers to participate equally in a 
  competitive marketplace under comparable conditions.
  
  The Company intends to continue to respond aggressively to regulatory 
  and legal developments that allow for increased competition and 
  opportunities in the marketplace.  The Company expects its financial 
  results to benefit from reduced costs and the introduction of new 
  products and services that will result in increased usage of its 
  telephone networks. However, it is likely that such improvements will be 
  offset, in part, by continued strategic pricing reductions and the 
  effects of increased competition.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      -3-
                            GTE SOUTH INCORPORATED
  
                           SELECTED FINANCIAL DATA
  
  
  Selected Income Statement Items:
  
                                  For the Years Ended December 31,
                                         1995           1994
  
  Revenues and sales                  $1,319,110     $1,250,404
  
  Operating costs and expenses           956,958        982,056
  
  Operating income                       362,152        268,348
  
  Interest - net                          57,656         57,653
  
  Other - net                            (20,000)         4,200
  
  Income taxes                           121,897         77,308
  
  Income before extraordinary charges    202,599        129,187
  
  Extraordinary charges (a)             (509,880)          -   
  
  Net income (loss)                   $ (307,281)     $ 129,187
  
  
  Selected Balance Sheet Items:
  
                                            As of December 31,
                                           1995           1994
  
  Property, plant and equipment, net   $ 1,566,183    $ 2,402,927
  
  Total assets                           1,902,748      2,762,128
  
  Long-term debt and preferred stock,
     subject to mandatory redemption       726,060        597,213
  
  Shareholders' equity                     605,358      1,030,678
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      -4-
                            GTE SOUTH INCORPORATED
  
                     SELECTED FINANCIAL DATA - (Continued)
  
  
  Other Items:
  
                                     For the Years Ended December 31,
                                            1995           1994
  
  Cash from operations                  $  437,035     $  278,060
  
  Cash used in investing                   248,469        279,791
  
  Cash used in financing                   163,844          9,530
  
  Operating cash flow (b)                  636,518        531,225
  
  Dividends declared on common stock       117,892        168,660
  
  Dividends declared on 
     preferred stock                           157            171
  
  
  (a) Extraordinary charges for 1995 are for the discontinuation of FAS 71 
  and the early retirement of debt.
  
  (b) Represents operating income before depreciation and amortization.
  
  
  
  
  Item 7.  Financial Statements and Exhibits
  
  
           (a)  Financial Statements -- None.
  
           (b)  Pro Forma Financial Information -- None.
  
           (c)  Exhibits
  
                12  Statements re Computation of Ratios.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      -5-
                                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 SOUTH INCORPORATED
                                                       (Registrant)
  
  
                                           By    William M. Edwards III   
                                                 William M. Edwards III
                                               (Chief Accounting Officer)
  
  
  Date:  March 15, 1996
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      -6-