Original Electronically Transmitted to the Securities and Exchange Commission on
May 4, 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
   
       1113 Westchester Avenue, White Plains, New York 10604
                   Telephone Number 914 644-6400
                                 
   
                  NYNEX Corporation Savings Plan
                      for Salaried Employees
                                 
   
                         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
                                 
<TABLE>
                  CALCULATION OF REGISTRATION FEE
<CAPTION>
                            (1)         (2)             
                         Proposed    Proposed           
                          maximum     maximum         (3)
 Title of                offering    aggregate     Amount of
Securities   Amount to     price     offering     Registration
  to be         be       per share     price          fee
registered  registered
                (1)
<S>         <C>           <C>       <C>           <C>
Common                                           
Stock, par                                       
value $1    5,000,000     $36.50*   $182,500,000   $62,931.48
per share   
shares      

<F01>
(1) Represents the estimated number of Shares that may be acquired by the 
    Trustee under the NYNEX Corporation Savings Plan for Salaried Employees
    (the "Plan").

<F02>
*   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
    April 29, 1994.

<F03>
** In addition, pursuant to Rule 416(c) under the Securities Act
   of 1933, this registration statement also covers an indeterminate amount 
   of interests to be offered or sold pursuant to the employee benefit plan 
   described herein.
</TABLE>
                                 

As permitted by Rule 429 under the Securities Act of 1933, the
Prospectus related to this Registration Statement also covers
securities registered under Registration Statement Nos. 2-95634,
2-95780 and 33-21635.

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

The following documents filed by NYNEX Corporation ("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 Current Reports on Form 8-K dated January 24
            and March 24, 1994;

       (3)  NYNEX's Savings Plan for Salaried Employees Annual Report 
            on Form 11-K for the year ended December 31, 1993;

       (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.

    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  and  the
financial  statements and Schedule of Investments  of  the  Plan
included  in the Plan's Annual Report on Form 11-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 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.
<PAGE>
         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  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.

      The  undersigned registrant hereby undertakes that it will
submit  the  Plan, and any amendments thereto, to  the  Internal
Revenue  Service ("IRS") in a timely manner and  will  make  all
changes thereto required by the IRS in order to qualify the Plan
under  Section  401 of the Internal Revenue  Code  of  1986,  as
amended.

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 this 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.

    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.

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,
NYNEX  Corporation 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 State of New York,
on the 3rd day of May 1994.

                            NYNEX CORPORATION


                               P. M. Ciccone
                            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


A Majority of Directors:

   John Brademas*
   Randolph W. Bromery*
   John J. Creedon*
   William C. Ferguson*
   Stanley P. Goldstein*          P. M. Ciccone
   Helene L. Kaplan*          *By P. M. Ciccone
   Elizabeth T. Kennan*         (P. M. Ciccone, as attorney-in-fact
   Edward E. Phillips*          and on his own behalf as
   Frederic V. Salerno*         Principal Accounting Officer)
   Ivan G. Seidenberg*
   Walter V. Shipley*           May 3, 1994
   John R. Stafford*

<PAGE>
                            SIGNATURES






The Plan


     Pursuant to the requirements of the Securities Act of 1933,
the  NYNEX  Corporation Savings Plan for Salaried Employees  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 State of New  York,  on
the 2nd day of May 1994.

                       NYNEX Corporation Savings Plan for Salaried Employees

                       By NYNEX Savings Plan Committee


                       By D. J. Sacco
                          D. J. Sacco, Chairman
[{"type": "S-8", "sequence": "1", "description": "NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES DATED 5/4/94", "secsgml_size_bytes": 21921}]
{"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": "033-53477", "film-number": "94526028"}, "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
May 4, 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
   
       1113 Westchester Avenue, White Plains, New York 10604
                   Telephone Number 914 644-6400
                                 
   
                  NYNEX Corporation Savings Plan
                      for Salaried Employees
                                 
   
                         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
(1)         (2)             
                         Proposed    Proposed           
                          maximum     maximum         (3)
 Title of                offering    aggregate     Amount of
Securities   Amount to     price     offering     Registration
  to be         be       per share     price          fee
registered  registered
                (1)
Common                                           
Stock, par                                       
value $1    5,000,000     $36.50*   $182,500,000   $62,931.48
per share   
shares
(1) Represents the estimated number of Shares that may be acquired by the 
    Trustee under the NYNEX Corporation Savings Plan for Salaried Employees
    (the "Plan").
*   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
    April 29, 1994.
** In addition, pursuant to Rule 416(c) under the Securities Act
   of 1933, this registration statement also covers an indeterminate amount 
   of interests to be offered or sold pursuant to the employee benefit plan 
   described herein.
As permitted by Rule 429 under the Securities Act of 1933, the
Prospectus related to this Registration Statement also covers
securities registered under Registration Statement Nos. 2-95634,
2-95780 and 33-21635.
Item 3.  Incorporation of Documents by Reference.

The following documents filed by NYNEX Corporation ("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 Current Reports on Form 8-K dated January 24
            and March 24, 1994;

       (3)  NYNEX's Savings Plan for Salaried Employees Annual Report 
            on Form 11-K for the year ended December 31, 1993;

       (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.

    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  and  the
financial  statements and Schedule of Investments  of  the  Plan
included  in the Plan's Annual Report on Form 11-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 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  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.

      The  undersigned registrant hereby undertakes that it will
submit  the  Plan, and any amendments thereto, to  the  Internal
Revenue  Service ("IRS") in a timely manner and  will  make  all
changes thereto required by the IRS in order to qualify the Plan
under  Section  401 of the Internal Revenue  Code  of  1986,  as
amended.

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 this 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.

    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.

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,
NYNEX  Corporation 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 State of New York,
on the 3rd day of May 1994.

                            NYNEX CORPORATION

                               P. M. Ciccone
                            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

A Majority of Directors:

   John Brademas*
   Randolph W. Bromery*
   John J. Creedon*
   William C. Ferguson*
   Stanley P. Goldstein*          P. M. Ciccone
   Helene L. Kaplan*          *By P. M. Ciccone
   Elizabeth T. Kennan*         (P. M. Ciccone, as attorney-in-fact
   Edward E. Phillips*          and on his own behalf as
   Frederic V. Salerno*         Principal Accounting Officer)
   Ivan G. Seidenberg*
   Walter V. Shipley*           May 3, 1994
   John R. Stafford*
SIGNATURES

The Plan

     Pursuant to the requirements of the Securities Act of 1933,
the  NYNEX  Corporation Savings Plan for Salaried Employees  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 State of New  York,  on
the 2nd day of May 1994.

                       NYNEX Corporation Savings Plan for Salaried Employees

                       By NYNEX Savings Plan Committee

                       By D. J. Sacco
                          D. J. Sacco, Chairman