Original Electronically Transmitted to the Securities and Exchange Commission on
March 3, 1995                          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 1992 Management 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:
                     Morrison DeS. Webb, Esq.
           Executive Vice President and General Counsel
                         NYNEX Corporation
                      1113 Westchester Avenue
                   White Plains, New York 10604
                                 

                  CALCULATION OF REGISTRATION FEE

                                 
                                 
               Title of Securities to be registered
                                 
                                 
                                     Propsed      Proposed
Title of           Amount            maximum      maximum        Amount
Securities         of                offering     aggregate       of
to be registered   Registration      price per    offering     Registration    
                                     share        price            Fee
- ---------------------------------------------------------------------------
Common Stock, (2)  7,000,000 Shares  $38.25 (1)  $267,750,000   $92,328.24
par value
$1 per share

(1)      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 February 17,
   1995.

(2)     Includes Junior Participating Preferred Stock and  related
  purchase  rights,  which  prior to  the  occurrence  of  certain
  events will not be exercisable or evidenced separately from  the
  Common Stock.

                                 

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 No. 33-48648.

<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  Quarterly Reports on Form 10-Q for the  quarters
       ended  March  31,  June 30, and September  30,  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,
       June 30, 1994, September 26, 1994, October 20, 1994,  and
       December  8, 1994, and filed with the SEC on January  13,
       1994, March 1, 1994, March 4, 1994, March 31, 1994,  July
       5,  1994, October 4, 1994, October 28, 1994, and December
       22, 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, as amended, for the year ended December 31, 1993,
incorporated  by reference in this Registration Statement,  have
been incorporated herein in reliance on the report 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.

<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.
    
        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 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.

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.

<PAGE>

         (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 28th day of February, 1995.

                            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:
       I. G. Seidenberg*       President and
                               Chief Executive Officer

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


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*
   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*                  February 28, 1995
   Walter V. Shipley*
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21095}]
{"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": "033-57947", "film-number": "95518592"}, "business-address": {"street1": "1095 AVENUE OF THE 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
March 3, 1995                          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 1992 Management 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:
                     Morrison DeS. Webb, Esq.
           Executive Vice President and General Counsel
                         NYNEX Corporation
                      1113 Westchester Avenue
                   White Plains, New York 10604
                                 

                  CALCULATION OF REGISTRATION FEE

                                 
                                 
               Title of Securities to be registered
                                 
                                 
                                     Propsed      Proposed
Title of           Amount            maximum      maximum        Amount
Securities         of                offering     aggregate       of
to be registered   Registration      price per    offering     Registration    
                                     share        price            Fee
- ---------------------------------------------------------------------------
Common Stock, (2)  7,000,000 Shares  $38.25 (1)  $267,750,000   $92,328.24
par value
$1 per share

(1)      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 February 17,
   1995.

(2)     Includes Junior Participating Preferred Stock and  related
  purchase  rights,  which  prior to  the  occurrence  of  certain
  events will not be exercisable or evidenced separately from  the
  Common Stock.

                                 

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 No. 33-48648.
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  Quarterly Reports on Form 10-Q for the  quarters
       ended  March  31,  June 30, and September  30,  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,
       June 30, 1994, September 26, 1994, October 20, 1994,  and
       December  8, 1994, and filed with the SEC on January  13,
       1994, March 1, 1994, March 4, 1994, March 31, 1994,  July
       5,  1994, October 4, 1994, October 28, 1994, and December
       22, 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, as amended, for the year ended December 31, 1993,
incorporated  by reference in this Registration Statement,  have
been incorporated herein in reliance on the report of Coopers  &
Lybrand  L.L.P., independent accountants, given on the authority
of that firm as experts in accounting and auditing.

    The legality of the securities offered hereby will be passed
upon  for  NYNEX by Morrison DeS. Webb, Executive Vice President
and General Counsel.
Item 6.  Indemnification of Directors and Officers.

    Section 145, as amended, of the Delaware General Corporation
Law  provides  that a Delaware corporation may indemnify,  among
others, its officers, directors, employees and agents under  the
circumstances described in the statute.  Article 9,  as  amended
May  6,  1987,  of the Restated Certificate of Incorporation  of
NYNEX  provides  for  indemnification  of  NYNEX  directors  and
officers as follows:

         "9.1 The corporation shall indemnify any person who was
    or  is  a  party or witness, or is threatened to be  made  a
    party  or  witness, to any threatened, pending or  completed
    action,  suit or proceeding (including, without  limitation,
    an  action,  suit or proceeding by or in the  right  of  the
    corporation),  whether  civil, criminal,  administrative  or
    investigative (including a grand jury proceeding), by reason
    of  the  fact  that he or she (a) is or was  a  director  or
    officer  of the corporation, or (b) as a director or officer
    of  the corporation, is or was serving at the request of the
    corporation as a director, officer, employee, agent, partner
    or   trustee  (or  in  any  similar  position)  of   another
    corporation,  partnership, joint  venture,  trust,  employee
    benefit  plan  or  other enterprise, to the  fullest  extent
    authorized  or permitted by the General Corporation  Law  of
    Delaware and any other applicable law, as the same exists or
    may  hereafter  be  amended (but, in the case  of  any  such
    amendment,  only  to the extent that such amendment  permits
    the  corporation  to provide broader indemnification  rights
    than said law permitted the corporation to provide prior  to
    such  amendment),  against  expenses  (including  attorneys'
    fees),  judgments,  fines  and amounts  paid  in  settlement
    actually and reasonably incurred by him or her in connection
    with  such action, suit or proceeding, or in connection with
    any  appeal  thereof;  provided, however,  that,  except  as
    provided  in  Section 9.2 of this Article  with  respect  to
    proceedings  to  enforce  rights  to  indemnification,   the
    corporation  shall indemnify any such person  in  connection
    with  an  action,  suit  or  proceeding  (or  part  thereof)
    initiated  by  such  person only if the initiation  of  such
    action,  suit or proceeding (or part thereof) was authorized
    by  the  Board  of Directors.  Such right to indemnification
    shall  include  the right to payment by the  corporation  of
    expenses  incurred in connection with any such action,  suit
    or proceeding in advance of its final disposition; provided,
    however,  that  the payment of such expenses incurred  by  a
    director  or officer in advance of the final disposition  of
    such  action,  suit or proceeding shall be  made  only  upon
    delivery  to  the corporation of an undertaking,  by  or  on
    behalf of such director or officer, to repay all amounts  so
    advanced  if  it should be determined ultimately  that  such
    director or officer is not entitled to be indemnified  under
    this Article or otherwise.
9.2  Any  indemnification or  advancement  of  expenses
    required under this Article shall be made promptly,  and  in
    any event within sixty days, upon the written request of the
    person   entitled  thereto.   If  a  determination  by   the
    corporation  that the person is entitled to  indemnification
    pursuant  to  this Article is required, and the  corporation
    fails to respond within sixty days to a written request  for
    indemnity, the corporation shall be deemed to have  approved
    such  request.  If the corporation denies a written  request
    for  indemnity or advancement of expenses, in  whole  or  in
    part, or if payment in full pursuant to such request is  not
    made  within  sixty  days, the right to indemnification  and
    advancement of expenses as granted by this Article shall  be
    enforceable  by  the  person  in  any  court  of   competent
    jurisdiction.  Such person's costs and expenses incurred  in
    connection with successfully establishing his or  her  right
    to  indemnification, in whole or in part, in any such action
    or  proceeding shall also be indemnified by the corporation.
    It  shall  be  a defense to any such action (other  than  an
    action  brought  to enforce a claim for the  advancement  of
    expenses   pursuant  to  this  Article  where  the  required
    undertaking has been received by the corporation)  that  the
    claimant  has not met the standard of conduct set  forth  in
    the  General Corporation Law of Delaware, but the burden  of
    proving  such defense shall be on the corporation.   Neither
    the  failure  of  the corporation (including  the  Board  of
    Directors, independent legal counsel or the stockholders) to
    have  made a determination prior to the commencement of such
    action that indemnification of the claimant is proper in the
    circumstances  because  he or she  has  met  the  applicable
    standard of conduct set forth in the General Corporation Law
    of  Delaware,  nor the fact that there has  been  an  actual
    determination  by the corporation (including  the  Board  of
    Directors,  independent legal counsel or  the  stockholders)
    that  the  claimant has not met such applicable standard  of
    conduct,  shall  be  a defense to the  action  or  create  a
    presumption  that  the claimant has not met  the  applicable
    standard of conduct.

         9.3  The  indemnification and advancement  of  expenses
    provided by, or granted pursuant to, this Article shall  not
    be  deemed  exclusive  of any other rights  to  which  those
    seeking  indemnification or advancement of expenses  may  be
    entitled  under any by-law, agreement, vote of  stockholders
    or  disinterested directors or otherwise, both as to  action
    in  his or her official capacity and as to action in another
    capacity while holding such office, and shall continue as to
    a  person who has ceased to be a director, officer, employee
    or  agent,  and  shall inure to the benefit  of  the  heirs,
    executors  and administrators of such a person.  Any  repeal
    or  modification of the provisions of this Article  9  shall
    not  affect any obligations of the corporation or any rights
    regarding indemnification and advancement of expenses  of  a
    director,  officer, employee or agent with  respect  to  any
    threatened, pending or completed action, suit or  proceeding
    for which indemnification or the advancement of expenses  is
    requested,  in which the alleged cause of action accrued  at
    any time prior to such repeal or modification.
    
        9.4 The corporation may purchase and maintain insurance,
    at  its expense, to protect itself and any person who is  or
    was   a   director,  officer,  employee  or  agent  of   the
    corporation,  or  is or was serving at the  request  of  the
    corporation  as a director, officer, employee  or  agent  of
    another  corporation,  partnership,  joint  venture,  trust,
    employee  benefit  plan  or other  enterprise,  against  any
    liability asserted against him or her and incurred by him or
    her  in  any  such capacity, or arising out of  his  or  her
    status  as  such, whether or not the corporation would  have
    the  power  to  indemnify him or her against such  liability
    under   the   provisions  of  this  Article,   the   General
    Corporation Law of Delaware or otherwise.
9.5  If  this Article or any portion thereof  shall  be
    invalidated  on  any  ground  by  any  court  of   competent
    jurisdiction,   then  the  corporation  shall   nevertheless
    indemnify each director and officer of the corporation as to
    expenses  (including attorneys' fees), judgments, fines  and
    amounts paid in settlement with respect to any action,  suit
    or  proceeding,  whether civil, criminal, administrative  or
    investigative, including, without limitation, a  grand  jury
    proceeding and an action, suit or proceeding by  or  in  the
    right of the corporation, to the fullest extent permitted by
    any  applicable portion of this Article that shall not  have
    been invalidated, by the General Corporation Law of Delaware
    or by any other applicable law."

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

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

Item 8.  Exhibits.

Exhibit
Number

5       Opinion  of Morrison DeS. Webb, Executive Vice President
        and  General  Counsel,  NYNEX  Corporation,  as  to  the
        legality of the securities being registered.

23-a    Consent of Coopers & Lybrand, L.L.P.

23-b    Consent  of Morrison DeS. Webb, Executive Vice President
        and General Counsel, NYNEX Corporation, filed as Exhibit 5.

24      Powers of Attorney.

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 28th day of February, 1995.

                            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:
       I. G. Seidenberg*       President and
                               Chief Executive Officer

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

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*
   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*                  February 28, 1995
   Walter V. Shipley*