Original Electronically Transmitted to the Securities and Exchange Commission 
on July 22, 1994.
                                                   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
                           1113 Westchester Avenue
                         White Plains, New York 10604
                        Telephone Number 914 644-6400
                                             


                 Please send copies of all communications to:
                            Raymond F. Burke, Esq.
                 Executive Vice President and General Counsel
                              NYNEX Corporation
                           1113 Westchester Avenue
                         White Plains, New York 10604
                                             

                       CALCULATION OF REGISTRATION FEE
=============================================================================
                                        Proposed      Proposed            
                                        maximum        maximum     Amount
    Title of                            offering      aggregate      of
 securities to be    Amount to be        price        offering    registra-
    registered       registered         per share*      price*     tion fee 
Common Stock--par
value $1 per share  8,000,000 shares    $38.00     $304,000,000  $104,828.32
=============================================================================

*   Estimated solely for the purpose of calculating the registration fee and 
    calculated in accordance with Rule 457(h) based upon (i) the option price 
    and number of shares of Common Stock of NYNEX Corporation subject to 
    outstanding options granted under the NYNEX 1995 Stock Option Plan and 
    (ii) the last sale price of $38.00 per share of Common Stock of NYNEX 
    Corporation quoted on the New York Stock Exchange -- Composite 
    Transactions listing for July 19, 1994 and the number of shares as to 
    which options may be granted in the future under the Plan.

<PAGE>



Item 3.  Incorporation of Documents by Reference.

The following documents filed by NYNEX Corporation, File No. 1-8608 ("NYNEX") 
with the Securities and Exchange Commission 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, 1993, as amended;

  (2)    NYNEX's Quarterly Report on Form 10-Q for the period ended March 31, 
         1994, as amended;

  (3)    NYNEX's Current Reports on Form 8-K dated December 24, 1993, 
         January 24, 1994, March 3, 1994, March 24, 1994 and June 30, 1994 
         and filed with the SEC on January 13, 1994, March 1, 1994, March 4, 
         1994, March 31, 1994 and July 5, 1994, 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, 1993, incorporated by reference in this Registration Statement, 
have been incorporated herein in reliance on the reports of Coopers & 
Lybrand, 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 Raymond F. Burke, Executive Vice President and General Counsel.

<PAGE>



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.

<PAGE>



          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, as amended May 6, 1987.

     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 Raymond F. Burke, Executive Vice President and General 
          Counsel, NYNEX Corporation, as to the legality of the securities 
          being registered.

  23-a    Consent of Coopers & Lybrand.

  23-b    Consent of Raymond F. Burke, 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.

<PAGE>



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.

<PAGE>



    (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 20th day of July 1994.


                                        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:
       W. C. Ferguson*      
  Chairman of the Board and 
   Chief Executive Officer  

Principal Financial Officer:
       F. V. Salerno*       
    Vice Chairman-Finance   
   and Business Development

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)

A Majority of Directors:
    John Brademas*
    Randolph W. Bromery*
    John J. Creedon*
    W. C. Ferguson*
    Stanley P. Goldstein*
    Helene L. Kaplan*
    Elizabeth T. Kennan*
    Frederic V. Salerno*
    Ivan G. Seidenberg*                               July 20, 1994
    Walter V. Shipley*
    John R. Stafford*
[{"type": "S-8", "sequence": "1", "description": "NYNEX 1995 STOCK OPTION PLAN FORM S-8 DATED 07/22/94", "secsgml_size_bytes": 20765}]
{"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": "033-54693", "film-number": "94539742"}, "business-address": {"street1": "335 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2123707400"}, "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 22, 1994.
                                                   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
                           1113 Westchester Avenue
                         White Plains, New York 10604
                        Telephone Number 914 644-6400
                                             

                 Please send copies of all communications to:
                            Raymond F. Burke, Esq.
                 Executive Vice President and General Counsel
                              NYNEX Corporation
                           1113 Westchester Avenue
                         White Plains, New York 10604
                                             

                       CALCULATION OF REGISTRATION FEE
=============================================================================
                                        Proposed      Proposed            
                                        maximum        maximum     Amount
    Title of                            offering      aggregate      of
 securities to be    Amount to be        price        offering    registra-
    registered       registered         per share*      price*     tion fee 
Common Stock--par
value $1 per share  8,000,000 shares    $38.00     $304,000,000  $104,828.32
=============================================================================

*   Estimated solely for the purpose of calculating the registration fee and 
    calculated in accordance with Rule 457(h) based upon (i) the option price 
    and number of shares of Common Stock of NYNEX Corporation subject to 
    outstanding options granted under the NYNEX 1995 Stock Option Plan and 
    (ii) the last sale price of $38.00 per share of Common Stock of NYNEX 
    Corporation quoted on the New York Stock Exchange -- Composite 
    Transactions listing for July 19, 1994 and the number of shares as to 
    which options may be granted in the future under the Plan.
Item 3.  Incorporation of Documents by Reference.

The following documents filed by NYNEX Corporation, File No. 1-8608 ("NYNEX") 
with the Securities and Exchange Commission 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, 1993, as amended;

  (2)    NYNEX's Quarterly Report on Form 10-Q for the period ended March 31, 
         1994, as amended;

  (3)    NYNEX's Current Reports on Form 8-K dated December 24, 1993, 
         January 24, 1994, March 3, 1994, March 24, 1994 and June 30, 1994 
         and filed with the SEC on January 13, 1994, March 1, 1994, March 4, 
         1994, March 31, 1994 and July 5, 1994, 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, 1993, incorporated by reference in this Registration Statement, 
have been incorporated herein in reliance on the reports of Coopers & 
Lybrand, 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 Raymond F. Burke, 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, as amended May 6, 1987.

     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 Raymond F. Burke, Executive Vice President and General 
          Counsel, NYNEX Corporation, as to the legality of the securities 
          being registered.

  23-a    Consent of Coopers & Lybrand.

  23-b    Consent of Raymond F. Burke, 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 20th day of July 1994.

                                        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:
       W. C. Ferguson*      
  Chairman of the Board and 
   Chief Executive Officer  

Principal Financial Officer:
       F. V. Salerno*       
    Vice Chairman-Finance   
   and Business Development

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)

A Majority of Directors:
    John Brademas*
    Randolph W. Bromery*
    John J. Creedon*
    W. C. Ferguson*
    Stanley P. Goldstein*
    Helene L. Kaplan*
    Elizabeth T. Kennan*
    Frederic V. Salerno*
    Ivan G. Seidenberg*                               July 20, 1994
    Walter V. Shipley*
    John R. Stafford*