Original Electronically Transmitted to the Securities and
Exchange Commission on July 19, 1996
                                          Registration No. 333-
==============================================================================


               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 Corporation Non-Employee Director Pension Plan


                        Agent for Service

                           Mel Meskin
                 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   50,000 shares    $44.8125     $2,240,625.00  $772.63
==============================================================================

*  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 July 16, 1996.

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 Corporation Non-Employee Director
Pension 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, 1995;
  
  (2)  NYNEX's Quarterly Reports on Form 10-Q for the
       period ended March 31, 1996; and
  
  (3)  NYNEX's Current Reports on Form 8-K, dates of
       reports April 21, 1996 and July 2, 1996, filed with
       the SEC on April 23, 1996 and July 3, 1996,
       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, 1995,
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,

<PAGE>
       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

<PAGE>
       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.

          The following documents are filed as Exhibits hereto:
Exhibit
Number

 4       NYNEX Corporation Non-Employee Director Pension
          Plan (Amended and Restated as of August 1, 1996)
          (Exhibit No. 99 to the Registrant's Proxy
          Statement dated March 18, 1996)
 
 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 July, 1996.


                                   NYNEX Corporation

                                   By /s/ M. Meskin 
                                      (Mel Meskin, 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:
       Frederic V. Salerno*
    Vice Chairman - Finance
  and Business Development

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

A Majority of Directors:
  John Brademas*
  R. Carrion*
  J. R. de Vink*
  Stanley P. Goldstein*
  Helene L. Kaplan*                    July 19, 1996
  Elizabeth T. Kennan*
  Frederic V. Salerno*
  Ivan G. Seidenberg*
  Walter V. Shipley*
  John R. Stafford*
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20552}]
{"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": "333-08515", "film-number": "96597034"}, "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 July 19, 1996
                                          Registration No. 333-
==============================================================================

               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 Corporation Non-Employee Director Pension Plan

                        Agent for Service

                           Mel Meskin
                 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   50,000 shares    $44.8125     $2,240,625.00  $772.63
==============================================================================

*  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 July 16, 1996.

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 Corporation Non-Employee Director
Pension 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, 1995;
  
  (2)  NYNEX's Quarterly Reports on Form 10-Q for the
       period ended March 31, 1996; and
  
  (3)  NYNEX's Current Reports on Form 8-K, dates of
       reports April 21, 1996 and July 2, 1996, filed with
       the SEC on April 23, 1996 and July 3, 1996,
       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, 1995,
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.

          The following documents are filed as Exhibits hereto:
Exhibit
Number

 4       NYNEX Corporation Non-Employee Director Pension
          Plan (Amended and Restated as of August 1, 1996)
          (Exhibit No. 99 to the Registrant's Proxy
          Statement dated March 18, 1996)
 
 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 July, 1996.

                                   NYNEX Corporation

                                   By /s/ M. Meskin 
                                      (Mel Meskin, 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:
       Frederic V. Salerno*
    Vice Chairman - Finance
  and Business Development

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

A Majority of Directors:
  John Brademas*
  R. Carrion*
  J. R. de Vink*
  Stanley P. Goldstein*
  Helene L. Kaplan*                    July 19, 1996
  Elizabeth T. Kennan*
  Frederic V. Salerno*
  Ivan G. Seidenberg*
  Walter V. Shipley*
  John R. Stafford*