EXHIBIT 10 iii 32

DESCRIPTION OF THE NYNEX EXECUTIVE RETIREMENT
ACCOUNT PLAN

The Nynex Senior Management Non-Qualified Defined Contribution Pension Plan,
which is also known as the Nynex Executive Retirement Account Plan (the "ERA
Plan"), provides nonqualified pension payments to eligible Senior Managers, and
permits eligible Senior Managers to elect among various forms of survivor
benefits for their designated beneficiaries.

The ERA Plan became effective January 1, 1995, but only for eligible Senior
Managers who were actively employed on or after January 1, 1996. For such
individuals, the ERA Plan completely replaces (beginning in 1995) three
nonqualified defined benefit pension plans previously in effect. These are the
Senior Management Non-Qualified Pension Plan, the ERISA Excess Plan, and the
Mid-Career Pension Plan (the "Prior Plans").

The ERA Plan uses a defined contribution approach to facilitate linking a
portion of each eligible Senior Manager's retirement income to the performance
of NYNEX stock. For each of the first 15 years in which a Senior Manager
participates, his or her Executive Retirement Account is credited with 25
percent of the amount by which his or her base salary exceeds $150,000, plus 25
percent of each Short-Term Incentive Award. Half of this pay-based credit
accumulates based on the investment performance of funds elected by the Senior
Manager from among a group of nine funds designated by NYNEX Corporation for
this purpose. The other half of this pay-based credit accumulates on the basis
of the performance of NYNEX stock.

In addition, for Senior Managers who commenced participation on January 1, 1995,
the projected income replacement provided under the Prior Plans at retirement
age 60 was used as a target for purposes of determining three special credits.
First, the benefit accrued under the Prior Plans as of December 31, 1994 was
converted to a lump sum Conversion Credit which is included in the opening ERA
Plan balance. Second, because the rate of increase in retirement benefits in a
defined contribution approach otherwise would not replicate the rate of increase
under the Prior Plans' defined benefit formulas, an Annual Transition Credit is
scheduled for Senior Managers whose projected ERA Plan balance at age 60 would
fall short of their projected Prior Plan benefits at age 60. Third, for Senior
Managers retiring before age 60, the ERA Plan concept still may provide a
benefit level lower than the Prior Plans. To correct for this shortfall, a
Potential Interim Amount may be credited at retirement, if certain conditions
are met. The special credits described in this paragraph are available only to
certain Senior Managers who commenced participation under the ERA Plan on
January 1, 1995.



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Any special credits described in the preceding paragraph will accumulate based
on the performance of funds selected by the Senior Manager from among a group of
nine funds designated by NYNEX Corporation for this purpose.

In order to avoid adverse income tax consequences, no assets shall be set aside
for the benefit of Senior Managers, and no assets shall actually be invested in
funds which a Senior Manager selects as a measure for ERA Plan accumulations
under this Plan. All payments are made entirely from the general assets of NYNEX
Corporation or another Participating Company.

In a year prior to the year of retirement or other termination of employment, a
Senior Manager can elect to receive his or her ERA Plan balances immediately
upon retirement or other termination of employment as a single lump sum, in
various annuity forms, or part as a lump sum and part as an annuity. Or, a
Senior Manager can elect an annual lifetime income equal to the greater of
current "earnings" (to the extent the current ERA Plan balance exceeds the ERA
Plan balance at commencement of distribution), (or 8 percent of the ERA Plan
balance at commencement of distribution,) provided that at the Senior Manager's
death, any remaining ERA Plan balance shall be paid to his or her designated
beneficiaries.

To the extent that a life annuity form is elected, post-retirement survivor
benefits (if any) shall be determined exclusively by the terms of the annuity
payment form.

To provide for the possibility of death prior to retirement, a Senior Manager
can designate one of several forms of payment to his or her surviving
beneficiary or beneficiaries.

               NOTE:  THE ABOVE IS ONLY A BROAD  OUTLINE OF THE MAJOR  
               FEATURES OF THE ERA PLAN.  ANY  BENEFITS  OR RIGHTS  
               UNDER THE ERA PLAN  WILL BE  DETERMINED  BY THE
               SPECIFIC ERA PLAN PROVISIONS AS THEY APPLY TO EACH CASE.