Original Electronically Transmitted to the Securities and
Exchange Commission on January 19, 1996
                                      Registration No. 33-
======================================================================



               SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, DC 20549


                            FORM S-8

                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933


                        NYNEX CORPORATION

       A Delaware                              I.R.S. Employer
       Corporation                             No. 13-3180909

     1095 Avenue of the Americas, New York, New York  10036
                  Telephone Number 212 395-2121


                  NYNEX 1995 Stock Option Plan


                        Agent for Service

                          P. M. Ciccone
                 Vice President and Comptroller
                        NYNEX Corporation
                   1095 Avenue of the Americas
                    New York, New York 10036
                  Telephone Number 212 395-1020



          Please send copies of all communications to:
                    Morrison DeS. Webb, Esq.
          Executive Vice President and General Counsel
                        NYNEX Corporation
                   1095 Avenue of the Americas
                    New York, New York 10036


                 CALCULATION OF REGISTRATION FEE
============================================================================

                                         Proposed   Proposed
                                         maximum    maximum     Amount
    Title of                             offering   aggregate   of
 securities to be    Amount to be        price      offering    registration
    registered       registered          per share*  price*     fee
Common Stock--par
value $1 per share  12,000,000 shares    $50.50    $606,000.00  $208,965.52
==============================================================================

*  Estimated solely for the purpose of calculating the
   registration fee and calculated in accordance with Rule
   457(h) based upon the average of the high and low prices per
   share of Common Stock of NYNEX Corporation as quoted on the
   New York Stock Exchange -- Composite Transactions listing for
   January 15, 1996.


Pursuant to Rule 429 under the Securities Act of 1933, as
amended, the Prospectus contained herein also relates to
Registration Statement No. 33-54693, previously filed by the
Registrant on Form S-8 and declared effective on  July 22, 1994.
This Registration Statement is a new Registration Statement and
also constitutes Post-Effective Amendment No. 1 to Registration
Statement No. 33-54693.

There are also registered hereunder such additional indeterminate
number of shares of  Common Stock of NYNEX Corporation as may be
issued as a result of the antidilution provisions of the NYNEX
1995 Stock Option Plan.

<PAGE>
Item 3.  Incorporation of Documents by Reference.

The following documents filed by NYNEX Corporation ("NYNEX"),
File No. 1-8608, with the Securities and Exchange Commission (the
"SEC") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference:

  (1)  NYNEX's Annual Report on Form 10-K for the year ended
       December 31, 1994;
  
  (2)  NYNEX's Quarterly Reports on Form 10-Q for the periods
       ended March 31, June 30 and September 30, 1995;
  
  (3)  NYNEX's Current Reports on Form 8-K dates of reports
       May 12, 1995, June 1, 1995, July 1, 1995 and August 2,
       1995 and filed with the SEC on May 24, 1995, June 8,
       1995, July 10, 1995 and August 2, 1995, respectively; and
  
  (4)  The description of NYNEX's Common Stock on Form 10 dated
       November 15, 1983, and Form 8-A dated October 20, 1989,
       as amended by Form 8-A/A dated April 28, 1994.


     All documents filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to termination of the offering
shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 5.   Interests of Named Experts and Counsel.

     The consolidated financial statements and consolidated
financial statement schedules of NYNEX and its subsidiaries
included or incorporated by reference in NYNEX's Annual Report on
Form 10-K for the year ended December 31, 1994, incorporated by
reference in this Registration Statement, have been incorporated
herein in reliance on the reports of Coopers & Lybrand, L.L.P.,
independent accountants, given on the authority of that firm
as experts in accounting and auditing.

     The legality of the securities offered hereby will be passed
upon for NYNEX by Morrison DeS. Webb, Executive Vice President
and General Counsel.

Item 6.   Indemnification of Directors and Officers.

     Section 145, as amended, of the Delaware General Corporation
Law provides that a Delaware corporation may indemnify, among
others, its officers, directors, employees and agents under the
circumstances described in the statute.  Article 9, as amended
May 6, 1987, of the Restated Certificate of Incorporation of
NYNEX provides for indemnification of NYNEX directors and
officers as follows:
     
          9.1  The corporation shall indemnify any person who was
       or is a party or witness, or is threatened to be made a
       party or witness, to any threatened, pending or completed
       action, suit or proceeding (including, without
       limitation, an action, suit or proceeding by or in the
       right of the corporation), whether civil, criminal,
       administrative or investigative (including a grand jury
       proceeding), by reason of the fact that he or she (a) is
       or was a director or officer of the corporation or, (b)
       as a director or officer of the corporation, is or was
       serving at the request of the corporation as a director,
       officer, employee, agent, partner or trustee (or in any
       similar position) of another corporation, partnership,
       joint venture, trust, employee benefit plan or other
       enterprise, to the fullest extent authorized or permitted

<PAGE>
       by the General Corporation Law of Delaware and any other
       applicable law, as the same exists or may hereafter be
       amended (but, in the case of any such amendment, only to
       the extent that such amendment permits the corporation to
       provide broader indemnification rights than said law
       permitted the corporation to provide prior to such
       amendment), against expenses (including attorneys' fees),
       judgments, fines and amounts paid in settlement actually
       and reasonably incurred by him or her in connection with
       such action, suit or proceeding, or in connection with
       any appeal thereof; provided, however, that, except as
       provided in Section 9.2 of this Article with respect to
       proceedings to enforce rights to indemnification, the
       corporation shall indemnify any such person in connection
       with an action, suit or proceeding (or part thereof)
       initiated by such person only if the initiation of such
       action, suit or proceeding (or part thereof) was
       authorized by the Board of Directors.  Such right to
       indemnification shall include the right to payment by the
       corporation of expenses incurred in connection with any
       such action, suit or proceeding in advance of its final
       disposition; provided, however, that the payment of such
       expenses incurred by a director or officer in advance of
       the final disposition of such action, suit or proceeding
       shall be made only upon delivery to the corporation of an
       undertaking, by or on behalf of such director or officer,
       to repay all amounts so advanced if it should be
       determined ultimately that such director or officer is
       not entitled to be indemnified under this Article or
       otherwise.

          9.2  Any indemnification or advancement of expenses
       required under this Article shall be made promptly, and
       in any event within sixty days, upon the written request
       of the person entitled thereto.  If a determination by
       the corporation that the person is entitled to
       indemnification pursuant to this Article is required, and
       the corporation fails to respond within sixty days to a
       written request for indemnity, the corporation shall be
       deemed to have approved such request.  If the corporation
       denies a written request for indemnity or advancement of
       expenses, in whole or in part, or if payment in full
       pursuant to such request is not made within sixty days,
       the right to indemnification and advancement of expenses
       as granted by this Article shall be enforceable by the
       person in any court of competent jurisdiction.  Such
       person's costs and expenses incurred in connection with
       successfully establishing his or her right to
       indemnification, in whole or in part, in any such action
       or proceeding shall also be indemnified by the
       corporation.  It shall be a defense to any such action
       (other than an action brought to enforce a claim for the
       advancement of expenses pursuant to this Article where
       the required undertaking has been received by the
       corporation) that the claimant has not met the standard
       of conduct set forth in the General Corporation Law of
       Delaware, but the burden of proving such defense shall be
       on the corporation.  Neither the failure of the
       corporation (including the Board of Directors,
       independent legal counsel or the stockholders) to have
       made a determination prior to the commencement of such
       action that indemnification of the claimant is proper in
       the circumstances because he or she has met the
       applicable standard of conduct set forth in the General
       Corporation Law of Delaware, nor the fact that there has
       been an actual determination by the corporation
       (including the Board of Directors, independent legal
       counsel or the stockholders) that the claimant has not
       met such applicable standard of conduct, shall be a
       defense to the action or create a presumption that the
       claimant has not met the applicable standard of conduct.

          9.3  The indemnification and advancement of expenses
       provided by, or granted pursuant to, this Article shall
       not be deemed exclusive of any other rights to which
       those seeking indemnification or advancement of expenses
       may be entitled under any by-law, agreement, vote of
       stockholders or disinterested directors or otherwise,
       both as to action in his or her official capacity and as
       to action in another capacity while holding such office,
       and shall continue as to a person who has ceased to be a
       director, officer, employee or agent, and shall inure to
       the benefit of the heirs, executors and administrators of
       such a person.  Any repeal or modification of the
       provisions of this Article 9 shall not affect any
       obligations of the corporation or any rights regarding
       indemnification and advancement of expenses of a
       director, officer, employee or agent with respect to any
       threatened, pending or completed action, suit or
       proceeding for which indemnification or the advancement
       of expenses is requested, in which the alleged cause of
       action accrued at any time prior to such repeal or
       modification.


<PAGE>
          9.4  The corporation may purchase and maintain
       insurance, at its expense, to protect itself and any
       person who is or was a director, officer, employee or
       agent of the corporation, or is or was serving at the
       request of the corporation as a director, officer,
       employee or agent of another corporation, partnership,
       joint venture, trust, employee benefit plan or other
       enterprise, against any liability asserted against him or
       her and incurred by him or her in any such capacity, or
       arising out of his or her status as such, whether or not
       the corporation would have the power to indemnify him or
       her against such liability under the provisions of this
       Article, the General Corporation Law of Delaware or
       otherwise.

          9.5  If this Article or any portion thereof shall be
       invalidated on any ground by any court of competent
       jurisdiction, then the corporation shall nevertheless
       indemnify each director and officer of the corporation as
       to expenses (including attorneys' fees), judgments, fines
       and amounts paid in settlement with respect to any
       action, suit or proceeding, whether civil, criminal,
       administrative or investigative, including, without
       limitation, a grand jury proceeding and an action, suit
       or proceeding by or in the right of the corporation, to
       the fullest extent permitted by any applicable portion of
       this Article that shall not have been invalidated, by the
       General Corporation Law of Delaware or by any other
       applicable law.

       Substantially identical indemnification provisions are
contained in NYNEX's By-Laws.

       The directors and officers of NYNEX are covered by
insurance policies indemnifying against certain liabilities,
including certain liabilities arising under the Securities Act of
1933, which might be incurred by them in such capacities and
against which they cannot be indemnified by NYNEX.

Item 8.   Exhibits.

Exhibit
Number

  5       Opinion of Morrison DeS. Webb, Executive Vice President
          and General Counsel, NYNEX Corporation, as to the
          legality of the securities being registered.
 
 23-a     Consent of Coopers & Lybrand, L.L.P.
 
 23-b     Consent of Morrison DeS. Webb, Executive Vice President
          and General Counsel, NYNEX Corporation, filed as
          Exhibit 5.
 
 24       Powers of Attorney executed by Officers and Directors
          who signed this Registration Statement.

Item 9.   Undertakings.

  (a)     The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales
  are being made of the securities registered hereby, a post-
  effective amendment to this registration statement:

             (i) To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or
          events arising after the effective date of the
          Registration Statement (or the most recent post-
          effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the
          information set forth in this Registration Statement;


<PAGE>

             (iii) To include any material information with
          respect to the plan of distribution not previously
          disclosed in this Registration Statement or any
          material change to such information in this
          Registration Statement;

          Provided, however, that paragraphs (i) and (ii) do not
  apply if the information required to be included in a post-
  effective amendment by those paragraphs is contained in
  periodic reports filed by the registrant pursuant to Section
  13 or Section 15(d) of the Securities Exchange Act of 1934
  that are incorporated by reference in this Registration
  Statement.

          (2) That, for the purpose of determining any liability
  under the Securities Act of 1933, each such post-effective
  amendment shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of
  such securities at that time shall be deemed to be the initial
  bona fide offering thereof.

          (3) To remove from registration by means of a post-
  effective amendment any of the securities being registered
  which remain unsold at the termination of the offering.

  (b)    The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act
  of 1933, each filing of the registrant's annual report
  pursuant to Section 13(a) or Section 15(d) of the Securities
  Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section
  15(d) of the Securities Exchange Act of 1934) that is
  incorporated by reference in this Registration Statement shall
  be deemed to be a new registration statement relating to the
  securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide
  offering thereof.

  (c)    Insofar as indemnification for liabilities arising
  under the Securities Act of 1933 may be permitted to
  directors, officers and controlling persons of the registrant
  pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is
  against public policy as expressed in the Securities Act of
  1933 and is, therefore, unenforceable.  (In the event that a
  claim for indemnification against such liabilities (other than
  the payment by the registrant of expenses incurred or paid by
  a director, officer or controlling person of the registrant in
  the successful defense of any action, suit or proceeding) is
  asserted by such director, officer or controlling person in
  connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a
  court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in
  the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.)


<PAGE>
                           SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York and the State of New
York on the 19th day of January, 1996.


                                   NYNEX Corporation

                                   By      P. M Ciccone
                                          (P. M. Ciccone, Vice President
                                                 and Comptroller)

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement or amendment thereto has been signed
below by the following persons in the capacities and on the date
indicated.

Principal Executive Officer:
     Ivan G. Seidenberg*
  Chairman of the Board and
   Chief Executive Officer

Principal Financial Officer:
       Alan Z. Senter*
    Executive Vice President
  and Chief Financial Officer

Principal Accounting Officer:
        P. M. Ciccone
Vice President and Comptroller
                                   *By      P. M. Ciccone
                                           (P. M. Ciccone, as attorney-in-
                                            fact and on his own behalf as
                                            Principal Accounting Officer)

Directors:
  John Brademas*
  R. W. Bromery*
  R. Carrion*
  J. R. de Vink*
  Stanley P. Goldstein*
  Helene L. Kaplan*                          January 19, 1996
  Elizabeth T. Kennan*
  Edward E. Phillips*
  Hugh B. Price*
  Frederic V. Salerno*
  Ivan G. Seidenberg*
  Walter V. Shipley*
  John R. Stafford*
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20684}]
{"company-data": {"conformed-name": "NYNEX CORP", "cik": "0000732714", "assigned-sic": "4813", "irs-number": "133180909", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00317", "film-number": "96505619"}, "business-address": {"street1": "1095 AVENUE OF AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "(212) 395-2121"}, "mail-address": {"street1": "1111 WESTCHESTER AVE", "street2": "RM 1311", "city": "WHITE PLAINS", "state": "NY", "zip": "10604"}}
Original Electronically Transmitted to the Securities and
Exchange Commission on January 19, 1996
                                      Registration No. 33-
======================================================================

               SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, DC 20549

                            FORM S-8

                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933

                        NYNEX CORPORATION

       A Delaware                              I.R.S. Employer
       Corporation                             No. 13-3180909

     1095 Avenue of the Americas, New York, New York  10036
                  Telephone Number 212 395-2121

                  NYNEX 1995 Stock Option Plan

                        Agent for Service

                          P. M. Ciccone
                 Vice President and Comptroller
                        NYNEX Corporation
                   1095 Avenue of the Americas
                    New York, New York 10036
                  Telephone Number 212 395-1020

          Please send copies of all communications to:
                    Morrison DeS. Webb, Esq.
          Executive Vice President and General Counsel
                        NYNEX Corporation
                   1095 Avenue of the Americas
                    New York, New York 10036

                 CALCULATION OF REGISTRATION FEE
============================================================================

                                         Proposed   Proposed
                                         maximum    maximum     Amount
    Title of                             offering   aggregate   of
 securities to be    Amount to be        price      offering    registration
    registered       registered          per share*  price*     fee
Common Stock--par
value $1 per share  12,000,000 shares    $50.50    $606,000.00  $208,965.52
==============================================================================

*  Estimated solely for the purpose of calculating the
   registration fee and calculated in accordance with Rule
   457(h) based upon the average of the high and low prices per
   share of Common Stock of NYNEX Corporation as quoted on the
   New York Stock Exchange -- Composite Transactions listing for
   January 15, 1996.

Pursuant to Rule 429 under the Securities Act of 1933, as
amended, the Prospectus contained herein also relates to
Registration Statement No. 33-54693, previously filed by the
Registrant on Form S-8 and declared effective on  July 22, 1994.
This Registration Statement is a new Registration Statement and
also constitutes Post-Effective Amendment No. 1 to Registration
Statement No. 33-54693.

There are also registered hereunder such additional indeterminate
number of shares of  Common Stock of NYNEX Corporation as may be
issued as a result of the antidilution provisions of the NYNEX
1995 Stock Option Plan.
Item 3.  Incorporation of Documents by Reference.

The following documents filed by NYNEX Corporation ("NYNEX"),
File No. 1-8608, with the Securities and Exchange Commission (the
"SEC") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference:

  (1)  NYNEX's Annual Report on Form 10-K for the year ended
       December 31, 1994;
  
  (2)  NYNEX's Quarterly Reports on Form 10-Q for the periods
       ended March 31, June 30 and September 30, 1995;
  
  (3)  NYNEX's Current Reports on Form 8-K dates of reports
       May 12, 1995, June 1, 1995, July 1, 1995 and August 2,
       1995 and filed with the SEC on May 24, 1995, June 8,
       1995, July 10, 1995 and August 2, 1995, respectively; and
  
  (4)  The description of NYNEX's Common Stock on Form 10 dated
       November 15, 1983, and Form 8-A dated October 20, 1989,
       as amended by Form 8-A/A dated April 28, 1994.

     All documents filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to termination of the offering
shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 5.   Interests of Named Experts and Counsel.

     The consolidated financial statements and consolidated
financial statement schedules of NYNEX and its subsidiaries
included or incorporated by reference in NYNEX's Annual Report on
Form 10-K for the year ended December 31, 1994, incorporated by
reference in this Registration Statement, have been incorporated
herein in reliance on the reports of Coopers & Lybrand, L.L.P.,
independent accountants, given on the authority of that firm
as experts in accounting and auditing.

     The legality of the securities offered hereby will be passed
upon for NYNEX by Morrison DeS. Webb, Executive Vice President
and General Counsel.

Item 6.   Indemnification of Directors and Officers.

     Section 145, as amended, of the Delaware General Corporation
Law provides that a Delaware corporation may indemnify, among
others, its officers, directors, employees and agents under the
circumstances described in the statute.  Article 9, as amended
May 6, 1987, of the Restated Certificate of Incorporation of
NYNEX provides for indemnification of NYNEX directors and
officers as follows:
     
          9.1  The corporation shall indemnify any person who was
       or is a party or witness, or is threatened to be made a
       party or witness, to any threatened, pending or completed
       action, suit or proceeding (including, without
       limitation, an action, suit or proceeding by or in the
       right of the corporation), whether civil, criminal,
       administrative or investigative (including a grand jury
       proceeding), by reason of the fact that he or she (a) is
       or was a director or officer of the corporation or, (b)
       as a director or officer of the corporation, is or was
       serving at the request of the corporation as a director,
       officer, employee, agent, partner or trustee (or in any
       similar position) of another corporation, partnership,
       joint venture, trust, employee benefit plan or other
       enterprise, to the fullest extent authorized or permitted
by the General Corporation Law of Delaware and any other
       applicable law, as the same exists or may hereafter be
       amended (but, in the case of any such amendment, only to
       the extent that such amendment permits the corporation to
       provide broader indemnification rights than said law
       permitted the corporation to provide prior to such
       amendment), against expenses (including attorneys' fees),
       judgments, fines and amounts paid in settlement actually
       and reasonably incurred by him or her in connection with
       such action, suit or proceeding, or in connection with
       any appeal thereof; provided, however, that, except as
       provided in Section 9.2 of this Article with respect to
       proceedings to enforce rights to indemnification, the
       corporation shall indemnify any such person in connection
       with an action, suit or proceeding (or part thereof)
       initiated by such person only if the initiation of such
       action, suit or proceeding (or part thereof) was
       authorized by the Board of Directors.  Such right to
       indemnification shall include the right to payment by the
       corporation of expenses incurred in connection with any
       such action, suit or proceeding in advance of its final
       disposition; provided, however, that the payment of such
       expenses incurred by a director or officer in advance of
       the final disposition of such action, suit or proceeding
       shall be made only upon delivery to the corporation of an
       undertaking, by or on behalf of such director or officer,
       to repay all amounts so advanced if it should be
       determined ultimately that such director or officer is
       not entitled to be indemnified under this Article or
       otherwise.

          9.2  Any indemnification or advancement of expenses
       required under this Article shall be made promptly, and
       in any event within sixty days, upon the written request
       of the person entitled thereto.  If a determination by
       the corporation that the person is entitled to
       indemnification pursuant to this Article is required, and
       the corporation fails to respond within sixty days to a
       written request for indemnity, the corporation shall be
       deemed to have approved such request.  If the corporation
       denies a written request for indemnity or advancement of
       expenses, in whole or in part, or if payment in full
       pursuant to such request is not made within sixty days,
       the right to indemnification and advancement of expenses
       as granted by this Article shall be enforceable by the
       person in any court of competent jurisdiction.  Such
       person's costs and expenses incurred in connection with
       successfully establishing his or her right to
       indemnification, in whole or in part, in any such action
       or proceeding shall also be indemnified by the
       corporation.  It shall be a defense to any such action
       (other than an action brought to enforce a claim for the
       advancement of expenses pursuant to this Article where
       the required undertaking has been received by the
       corporation) that the claimant has not met the standard
       of conduct set forth in the General Corporation Law of
       Delaware, but the burden of proving such defense shall be
       on the corporation.  Neither the failure of the
       corporation (including the Board of Directors,
       independent legal counsel or the stockholders) to have
       made a determination prior to the commencement of such
       action that indemnification of the claimant is proper in
       the circumstances because he or she has met the
       applicable standard of conduct set forth in the General
       Corporation Law of Delaware, nor the fact that there has
       been an actual determination by the corporation
       (including the Board of Directors, independent legal
       counsel or the stockholders) that the claimant has not
       met such applicable standard of conduct, shall be a
       defense to the action or create a presumption that the
       claimant has not met the applicable standard of conduct.

          9.3  The indemnification and advancement of expenses
       provided by, or granted pursuant to, this Article shall
       not be deemed exclusive of any other rights to which
       those seeking indemnification or advancement of expenses
       may be entitled under any by-law, agreement, vote of
       stockholders or disinterested directors or otherwise,
       both as to action in his or her official capacity and as
       to action in another capacity while holding such office,
       and shall continue as to a person who has ceased to be a
       director, officer, employee or agent, and shall inure to
       the benefit of the heirs, executors and administrators of
       such a person.  Any repeal or modification of the
       provisions of this Article 9 shall not affect any
       obligations of the corporation or any rights regarding
       indemnification and advancement of expenses of a
       director, officer, employee or agent with respect to any
       threatened, pending or completed action, suit or
       proceeding for which indemnification or the advancement
       of expenses is requested, in which the alleged cause of
       action accrued at any time prior to such repeal or
       modification.
9.4  The corporation may purchase and maintain
       insurance, at its expense, to protect itself and any
       person who is or was a director, officer, employee or
       agent of the corporation, or is or was serving at the
       request of the corporation as a director, officer,
       employee or agent of another corporation, partnership,
       joint venture, trust, employee benefit plan or other
       enterprise, against any liability asserted against him or
       her and incurred by him or her in any such capacity, or
       arising out of his or her status as such, whether or not
       the corporation would have the power to indemnify him or
       her against such liability under the provisions of this
       Article, the General Corporation Law of Delaware or
       otherwise.

          9.5  If this Article or any portion thereof shall be
       invalidated on any ground by any court of competent
       jurisdiction, then the corporation shall nevertheless
       indemnify each director and officer of the corporation as
       to expenses (including attorneys' fees), judgments, fines
       and amounts paid in settlement with respect to any
       action, suit or proceeding, whether civil, criminal,
       administrative or investigative, including, without
       limitation, a grand jury proceeding and an action, suit
       or proceeding by or in the right of the corporation, to
       the fullest extent permitted by any applicable portion of
       this Article that shall not have been invalidated, by the
       General Corporation Law of Delaware or by any other
       applicable law.

       Substantially identical indemnification provisions are
contained in NYNEX's By-Laws.

       The directors and officers of NYNEX are covered by
insurance policies indemnifying against certain liabilities,
including certain liabilities arising under the Securities Act of
1933, which might be incurred by them in such capacities and
against which they cannot be indemnified by NYNEX.

Item 8.   Exhibits.

Exhibit
Number

  5       Opinion of Morrison DeS. Webb, Executive Vice President
          and General Counsel, NYNEX Corporation, as to the
          legality of the securities being registered.
 
 23-a     Consent of Coopers & Lybrand, L.L.P.
 
 23-b     Consent of Morrison DeS. Webb, Executive Vice President
          and General Counsel, NYNEX Corporation, filed as
          Exhibit 5.
 
 24       Powers of Attorney executed by Officers and Directors
          who signed this Registration Statement.

Item 9.   Undertakings.

  (a)     The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales
  are being made of the securities registered hereby, a post-
  effective amendment to this registration statement:

             (i) To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or
          events arising after the effective date of the
          Registration Statement (or the most recent post-
          effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the
          information set forth in this Registration Statement;
(iii) To include any material information with
          respect to the plan of distribution not previously
          disclosed in this Registration Statement or any
          material change to such information in this
          Registration Statement;

          Provided, however, that paragraphs (i) and (ii) do not
  apply if the information required to be included in a post-
  effective amendment by those paragraphs is contained in
  periodic reports filed by the registrant pursuant to Section
  13 or Section 15(d) of the Securities Exchange Act of 1934
  that are incorporated by reference in this Registration
  Statement.

          (2) That, for the purpose of determining any liability
  under the Securities Act of 1933, each such post-effective
  amendment shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of
  such securities at that time shall be deemed to be the initial
  bona fide offering thereof.

          (3) To remove from registration by means of a post-
  effective amendment any of the securities being registered
  which remain unsold at the termination of the offering.

  (b)    The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act
  of 1933, each filing of the registrant's annual report
  pursuant to Section 13(a) or Section 15(d) of the Securities
  Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section
  15(d) of the Securities Exchange Act of 1934) that is
  incorporated by reference in this Registration Statement shall
  be deemed to be a new registration statement relating to the
  securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide
  offering thereof.

  (c)    Insofar as indemnification for liabilities arising
  under the Securities Act of 1933 may be permitted to
  directors, officers and controlling persons of the registrant
  pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is
  against public policy as expressed in the Securities Act of
  1933 and is, therefore, unenforceable.  (In the event that a
  claim for indemnification against such liabilities (other than
  the payment by the registrant of expenses incurred or paid by
  a director, officer or controlling person of the registrant in
  the successful defense of any action, suit or proceeding) is
  asserted by such director, officer or controlling person in
  connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a
  court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in
  the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.)
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York and the State of New
York on the 19th day of January, 1996.

                                   NYNEX Corporation

                                   By      P. M Ciccone
                                          (P. M. Ciccone, Vice President
                                                 and Comptroller)

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement or amendment thereto has been signed
below by the following persons in the capacities and on the date
indicated.

Principal Executive Officer:
     Ivan G. Seidenberg*
  Chairman of the Board and
   Chief Executive Officer

Principal Financial Officer:
       Alan Z. Senter*
    Executive Vice President
  and Chief Financial Officer

Principal Accounting Officer:
        P. M. Ciccone
Vice President and Comptroller
                                   *By      P. M. Ciccone
                                           (P. M. Ciccone, as attorney-in-
                                            fact and on his own behalf as
                                            Principal Accounting Officer)

Directors:
  John Brademas*
  R. W. Bromery*
  R. Carrion*
  J. R. de Vink*
  Stanley P. Goldstein*
  Helene L. Kaplan*                          January 19, 1996
  Elizabeth T. Kennan*
  Edward E. Phillips*
  Hugh B. Price*
  Frederic V. Salerno*
  Ivan G. Seidenberg*
  Walter V. Shipley*
  John R. Stafford*