FORM 10-K/A
                                ----------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                ----------------
(Mark one)
  | X |           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
                    OF THE SECURITIES EXCHANGE ACT OF 1934 
                   For the fiscal year ended December 31, 1996


                                       OR
  |   |         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
                      OF THE SECURITIES EXCHANGE ACT OF 1934 
     For the transition period from ----------------  to ----------------  

                         Commission file number 1-8608 
                                ----------------

                                NYNEX Corporation



A Delaware Corporation                                   I.R.S. Employer
                                                  Identification No. 13-3180909


              1095 Avenue of the Americas, New York, New York 10036
                         Telephone Number (212) 395-2121
                                ----------------

Securities registered pursuant to Section 12(b) of the Act: 

                                               Name of each exchange
         Title of each class                     on which registered
 ----------------------------------       ----------------------------------
      Common Stock (par value                 New York, Boston, Chicago,
          $1.00 per share)                    Pacific and Philadelphia
                                                   Stock Exchanges
          
   Twenty year 9.55% Debentures
         due May 1, 2010                    New York Stock Exchange, Inc.
                          
Securities registered pursuant to Section 12(g) of the Act: None 

    At February 28, 1997, approximately 439,936,176 shares of Common Stock were
outstanding.

    At February 28, 1997, the aggregate market value of the voting stock held by
nonaffiliates was approximately $22,634,954,000.

    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes    X    No    
                                                ---      ---

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. | X |  


                                 AMENDMENT NO. 1


The registrant hereby amends the following item of its Annual Report for the 
fiscal year ended December 31, 1996, as set forth in the pages attached hereto:

Part III - Item 11. "Executive Compensation"



<PAGE>

Item 11.  EXECUTIVE COMPENSATION.

Compensation of Directors 

Directors who are not employees receive an annual retainer fee of $30,000
(one-half mandatorily paid in shares of NYNEX Common Stock), an annual grant of
250 shares of NYNEX Common Stock and a fee of $1,500 for each Board and
committee meeting attended. Non-employee Directors who serve as chairpersons of
the committees of the Board receive an additional annual retainer fee of $5,000.
Non-employee Directors may elect to defer the receipt of all or a part of their
fees (cash only) and retainers, whether payable in cash and/or stock. Currently,
amounts so deferred in cash earn interest, compounded quarterly, at a rate equal
to the average interest rate for ten-year United States Treasury notes for the
previous quarter. With respect to compensation deferred in the form of shares of
NYNEX Common Stock, the associated dividends are reinvested to purchase
additional shares. 

Non-employee Directors are entitled to reimbursement for out-of-pocket expenses
incurred in connection with attendance at Board of Directors and committee
meetings. In addition, NYNEX provides non-employee Directors with travel
accident insurance when on NYNEX business. The total cost of the travel accident
insurance policy for 1996 was approximately $1,900. 

The NYNEX Non-Employee Director Pension Plan was amended upon Share Owner
approval at the May 1, 1996 Annual Meeting, to terminate the accrual of
benefits, effective August 1, 1996, based on a non-employee Director's election
made prior to February 1, 1996. Under the election, any non-employee Director
with at least five years' service was given the option to convert the present
value of his or her benefits under the Director Pension Plan into NYNEX Common
Stock. Directors who chose the conversion election are not entitled to any other
benefits under the Director Pension Plan; all non-employee Directors who were
eligible for the conversion, in fact, so elected. The present value of the
non-employee Directors' benefit was determined as of August 1, 1996. With
respect to each Director who made the conversion election, the number of shares
of NYNEX Common Stock determined upon the conversion (30,488 shares in total)
were deposited by NYNEX into a trust, which holds the Common Stock, receives
dividends thereon, reinvests such dividends in additional shares of NYNEX Common
Stock as soon as practicable after the receipt of such dividends and, pending
such reinvestment, invests the dividend proceeds in such manner as the trustee
deems appropriate. Directors have the authority to direct the trustee's exercise
of voting rights with respect to NYNEX Common Stock credited to the Director's
account, but have no other rights with respect to such NYNEX Common Stock. The
total number of shares of NYNEX Common Stock which may be granted under the
Director Pension Plan may not exceed 50,000, subject to equitable adjustment by
the Executive Committee of the NYNEX Board. 

Prior to the Director Pension Plan amendment, each non-employee Director who
served on the Board of NYNEX, or any of its subsidiaries, and retired from the
NYNEX Board with a minimum of five years' combined service on such Boards as a
non-employee Director qualified for a yearly pension equal to 50% of the
Director's annual retainer fee (excluding the retainer received for chairing a
committee of the Board). Pension payments increased by 10% of the annual
retainer fee for each additional year served up to 100% of such fee. The pension
was adjusted 

                                       1

<PAGE>

to reflect the first subsequent increase, if any, in the annual retainer for
service on the Board following the Director's retirement. Such pension was
payable to a qualified Director upon (i) retirement from the NYNEX Board and
(ii) the attainment of age 65. 

Directors are eligible to participate in the Directors' Charitable Award
Program, which is designed to acknowledge the service of Directors and to
recognize the mutual interest of NYNEX and its Directors in supporting worthy
educational and charitable institutions. Under the program, NYNEX will
contribute up to $1 million to tax-exempt organization(s) designated by a
Director, payable over a ten-year period, on behalf of a participating Director
who retires or attains age 65 (whichever occurs later) after five years of
service on the Board of NYNEX, or dies or becomes disabled while serving as a
Director. All charitable deductions accrue to NYNEX and the individual Directors
derive no financial benefit from the program. NYNEX has purchased life insurance
on the Directors, naming NYNEX as beneficiary, which is expected to recover the
costs of contributions and the premium payments. 

Directors who are also employees of NYNEX or one of its subsidiaries receive no
remuneration for serving as Directors. 

Committee on Benefits Report on Executive Compensation 

A primary role of the Committee on Benefits ("Committee") is to determine and
oversee the administration of compensation for NYNEX's Executive Officers. In
this capacity, the Committee is dedicated to ensuring that NYNEX's compensation
policies and practices are used effectively to support the achievement of
NYNEX's short and long term business objectives. In carrying out its
responsibilities, the Committee reviews the recommendations of compensation
consulting firms engaged by NYNEX. There are several principles that guide the
Committee in its decision-making capacity. The Committee: 

[bullet] Emphasizes a pay-for-performance philosophy, ensuring that overall
compensation paid to Executive Officers reflects the fulfillment of NYNEX's key
goals. 

[bullet] Reinforces the central importance of Share Owner value creation through
the use of several key compensation plans, each of which provides Executive
Officers with value when Share Owners realize corresponding gains. 

[bullet] Encourages NYNEX stock ownership by Executive Officers with the
objective of strengthening the common interests of management and Share Owners,
thereby promoting the maximization of Share Owner value. 

[bullet] Targets executive compensation levels at rates that are consistent with
levels at comparable companies ("Comparable Companies"), consisting of thirteen
telecommunications companies which includes the six other Regional Holding
Companies, as well as 123 large industrial companies with revenues in excess of
$1 billion, and 24 industrial companies with sales of approximately $15 billion,
selected by compensation consulting firms advising the Committee. 

[bullet] Maintains a total compensation perspective on executive pay in judging
the appropriateness of rewards for NYNEX's Executive Officers. 

The compensation program for NYNEX's Executive Officers is characterized by long
intervals between salary adjustments; a strong and direct connection between
compensation and NYNEX's stock price; a single, streamlined compensation plan to
replace the prior Executive and Senior Management Short and Long Term Incentive
Plans; mandatory deferral of a portion of incentive earnings; and an enhanced
emphasis on stock options. 

The Committee believes that the new compensation program is a powerful catalyst
for directing Executive Officer activities in support of NYNEX's goal
achievement and that it appropriately recognizes the contributions of the
Executive Officer group. 

Description of Executive Compensation Policies 

It is NYNEX's policy to target levels of Executive Officer compensation to
reflect pay rates that are typical at Comparable Companies. Consistent with
NYNEX's pay-for-performance orientation, actual compensation levels 

                                       2

<PAGE>

may lead or lag target rates, but such variances depend on NYNEX's stock price
appreciation and demonstrated operating success. 

The principal elements of the new compensation program are a merit-driven base
salary; a single, value creation based, variable compensation opportunity; and
stock options. NYNEX replaced its supplemental executive defined- 
benefit pension for all compensation in excess of $150,000 per year and offers
Executive Officers a defined contribution plan in which one-half of all annual
contributions to an Executive Officer's account must be invested in shares of
NYNEX Common Stock. 

Using survey data provided by compensation consulting firms, the Committee
compares NYNEX's Executive Officer compensation to the median paid by Comparable
Companies. The Committee used this comparison to assist it in setting 1996
salary levels, variable compensation award target levels, and stock option
grants. 

Section 162(m) of the Internal Revenue Code of 1986 (the "Code") generally
denies a tax deduction to any publicly-held corporation for compensation that
exceeds $1 million paid in a taxable year to any executive whose compensation is
required to be disclosed under Securities and Exchange Commission rules ("Named
Executive Officer"), subject to an exception for "performance-based
compensation" as defined in the Code and subject to certain transition
provisions. Base salaries paid to such NYNEX Executive Officers for 1996 will
continue to be tax-deductible since no such amount will exceed the $1 million
limit. Compensation for such NYNEX Executive Officers for 1996 received under
the variable compensation plan also should qualify for the "performance-based
compensation" exception since the Share Owner-approved terms of the Executive
Officer Short Term Incentive Plan, detailed herein, comply with the stipulated
requirements of Section 162(m) governing the tax deductibility of such income.
Gains on the exercise of non-qualified stock options granted through December
31, 1996 should be fully deductible since the Share Owner approved terms of the
1995 Stock Option Plan also comply with the stipulated requirements of Section
162(m). However, the payout in 1996 to Mr. Seidenberg under the Senior
Management Long Term Incentive Plan, which reflected the award made in 1993
before Section 162(m) became effective, brought his annual compensation for
Section 162(m) purposes over the threshold for deductibility. It is believed
that this will have a minimal impact on NYNEX for 1996. In any event, the
Committee reserves the right to pay compensation that is not tax-deductible if
it is determined to be in the best interests of NYNEX and its Share Owners.

Salary. The Committee reviews the salary level of each Executive Officer once
every 18 months. This is a longer interval between salary actions than is
typical in external markets, but allows the Committee to assess the
contributions of each Executive Officer and to make salary decisions
accordingly.

NYNEX's executive compensation policy is to establish new Executive Officer
salaries at levels that reflect the median salaries paid by Comparable
Companies. In determining salary levels paid by Comparable Companies, NYNEX
reviews a number of executive compensation surveys conducted by various
consulting firms which include information regarding salaries paid by the
companies shown in the Share Owner Return Performance Graph as set forth on page
77 herein. 

Salaries for experienced Executive Officers are expected to vary from those of
entry level Executive Officers, reflecting the incumbent's demonstrated
contributions to NYNEX's goal achievement. In assessing whether salary increases
are warranted, the Committee's principal consideration is the Executive
Officer's performance on the job, including the impact such Executive Officer
has had on effecting strategic change. The Committee also reviews any or all of
the following factors in assessing salary actions: 

[bullet] Internal compensation equity; 

[bullet] Compensation practices for Comparable Companies; and 

[bullet] The Executive Officer's level of responsibility, experience and
expertise. 

Short Term Incentive Plans. The Committee believes that the NYNEX Short Term
Plans consisting of the Senior Management Short Term Incentive Plan and the
Executive Officer Short Term Incentive Plan ("Executive Short Term Plan"), form
the cornerstone in reinforcing NYNEX's pay for performance philosophy. Awards
from these

                                       3

<PAGE>

programs represent the only cash-based incentive compensation opportunity
available to Executive Officers. The Short Term Plans are characterized by
solely rewarding accomplishments that create value for all NYNEX Share Owners. 

The Short Term Plan provides the Named Executive Officers with the opportunity
to earn incentive compensation from two sources: 

[bullet] Achievement of annual performance goals that correlate with value
creation; and 

[bullet] NYNEX's Total Share Owner Return compared to the returns generated by
the Comparable Companies. 

The sum of the awards earned relative to these accomplishments comprises the
Named Executive Officer's overall incentive compensation reward. Payment of
one-half of the incentive award is mandatorily deferred, and deferred account
balances are credited with interest each year at a rate equal to NYNEX's
annualized Total Share Owner Return over the preceding three-year period.
One-half of the Named Executive Officer's deferred account balance is
distributed after the end of each year; the remaining deferred account balance
carries over to future years. Carryover account balances are paid out in full
only upon the Named Executive Officer's retirement or other termination from
service. 

Annual Performance Goals. Each year, the Committee reviews Management's
suggestions and recommends for approval by the Board of Directors ("Board")
certain performance goals, the achievement of which will enhance NYNEX's value.
The Committee also reviews and recommends to the Board maximum levels of
performance for determining the ultimate payment of awards. For this purpose,
maximum means the level of performance above which no incremental incentive
awards will be paid. Achievement of the maximum performance level results in an
award that is equal to one-half of the maximum possible incentive compensation
payment.

For Named Executive Officers in 1996, the approved goals were exclusively
financial and related to pre-established levels of NYNEX Net Income and Cash
Flow Return on Investment. In 1996, there were no other performance goals the
Committee considered in determining Named Executive Officer incentive
compensation awards. 

Total Share Owner Return. Named Executive Officers also earn incentive awards
based on NYNEX's Total Return to Share Owners (stock price growth and dividends
paid over the previous twelve-month period) compared to the returns generated by
thirteen companies in the telecommunications industry. Top relative ranking by
NYNEX yields awards equal in size to one-half of the maximum incentive payment
permissible for the Named Executive Officer under the plan. Lower NYNEX rankings
generate proportionally smaller awards.

The levels of incentive compensation earned by the Named Executive Officers for
the 1996 fiscal year are reflected in the "Bonus" column of the Summary
Compensation Table set forth on page 72 herein. For the 1996 performance year,
the Committee determined that the Corporate Net Income goal had been achieved,
the Cash Flow Return on Investment had been achieved, and taking into account
performance against Service Quality imperatives, the Committee awarded Named
Executive Officers 42% of their maximum incentive awards. The Committee also
determined that NYNEX's Total Share Owner Return for the year placed it tied for
ninth relative to the Comparable Companies and, therefore, awarded 15% of the
maximum incentive award for this factor for a total award of 57% of the maximum
award payable to Named Executive Officers. Mr. Seidenberg's total award was
adjusted to 51% of his maximum possible award. These awards were deferred in
accordance with the terms of the Executive Short Term Plan, and the bonuses
actually paid represented one-half of the account balances held in the name of
each Named Executive Officer. 

The Executive Officers other than the Named Executive Officers are covered by a
short term incentive award plan whose criteria are similar to those under the
Executive Officer Short Term Plan but include an operational and stragetic
component. 

Senior Management Long Term Incentive Plan. No grants were made under this plan
in 1996, and no future grants are planned; however, the payout of the 1993-1996
performance period is reflected in the Summary Compensation Table set forth on
page 72 herein. The payout of the 1994-1997 performance period will be
disclosed, if appropriate, following the completion of the performance period.

                                       4

<PAGE>


Each year, the Committee recommends to the Board for approval grants of long
term incentive awards to Executive Officers. The Committee establishes a maximum
award based on an assessment of the average long term award levels at Comparable
Companies. Long term incentive opportunities reinforce NYNEX's policy of
requiring stock ownership by Executive Officers in support of building Share
Owner value. 

Plan participants have the opportunity to earn incentive compensation over a
four-year performance period based on two factors, each accorded equal weight: 

[bullet] Return to Share Owners 

[bullet] Corporate achievement of strategic objectives 

Return to Share Owners. Payment of one-half of the maximum award is determined
by reference to NYNEX's Total Return to Share Owners (stock price growth and
dividends paid over a four-year period) as compared with the returns generated
by the six other Regional Holding Companies. A top relative ranking of NYNEX
yields awards equal in size to one-half of the maximum long term incentive
awards payable under this plan. Lower rankings of NYNEX generate proportionally
smaller awards.

Strategic Objectives. Payment of the remaining one-half of the maximum award
reflects the Committee's assessment of management's effectiveness during the
four-year period in positioning NYNEX for future success. In conducting its
assessment, the Committee considers: regulatory and legislative progress,
business growth and focus, customer service and quality, and employee-related
issues, each accorded approximately equal weight.

The Committee can recommend to the Board for its approval payment of up to
one-half of the maximum long term incentive award payable under this plan for
strategic accomplishments. 

Awards are paid at the completion of each performance period in a combination of
cash and shares of NYNEX stock. Participants may elect the extent to which they
are paid in stock. However, to encourage stock ownership among Executive
Officers, a minimum of one-half of the value of the award must be paid in NYNEX
stock. 

For the 1993-1996 performance period, the Committee determined that NYNEX's
Total Return to Share Owners over the period relative to the other six Regional
Holding Companies was below the target level and, therefore, awarded 16.7% of
the maximum long term incentive award for this factor. The Committee also
determined that there was significant progress in implementing NYNEX's strategic
objectives, that the target objective level had been exceeded and, therefore,
awarded to Executive Officers a payout of 50% of the maximum long term award for
this factor, for a total payout of 66.7% of the maximum award payable to
Executive Officers. 

Stock Option Plan. Each year, the Committee recommends to the Board for approval
grants of stock options to Executive Officers. Stock options provide Executive
Officers with the opportunity to acquire an equity interest in NYNEX and to
participate in the creation of Share Owner value as reflected in growth in the
price of NYNEX Common Stock. Under the terms of the plan, the option exercise
price is equal to 100% of the fair market value of NYNEX Common Stock on the
date of option grant, thereby ensuring that plan participants will derive
benefits only as Share Owners realize corresponding gains. To ensure a long term
perspective, options have a ten-year term and become exercisable at the
cumulative rate of one-third per year for the first three years.

The number of options the Committee may grant in a plan year to the Chief
Executive Officer and other Named Executive Officers is limited by the plan, in
each case, to 250,000 options. The actual number of options granted is based
upon competitive compensation practices, as reflected in the surveys of
Comparable Companies as prepared by the consulting firm, and the individual
Executive Officer's performance as compared to the performance of the other
Executive Officers. 

The Committee believes that the practice of granting stock options annually
reinforces NYNEX's policy of requiring stock ownership by Executive Officers in
support of building Share Owner value. Furthermore, options only provide value
to Executive Officers when Share Owners realize positive returns on their
investment in NYNEX. In this way, stock option grants reward Executive Officers
only in conjunction with value creation for Share Owners. 

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<PAGE>

Restricted Stock Award Plan. The Committee also administers the Restricted Stock
Award Plan and determines the key employees to whom Restricted Stock awards will
be granted, the number of shares of NYNEX Common Stock with respect to which
Restricted Stock awards will be made, the applicable restriction periods and any
other terms and conditions of each award. The purpose of the plan is to attract
and retain selected individuals of exceptional skill. The grant criteria reflect
the Committee's assessment of the requirements for hiring and retaining the
particular individual. Restricted Stock awards were granted in 1996 to certain
newly appointed NYNEX Officers, but none to the Named Executive Officers.

Rationale for Chief Executive Officer ("CEO") Compensation in Last Fiscal Year 

Salary. The CEO's salary is based solely upon competitive compensation
practices. Mr. Seidenberg was named President and CEO of NYNEX on January 1,
1995, at which time his annual salary rate was increased to $640,000 to bring it
more in line with compensation of other CEOs in Comparable Companies. A more
recent assessment of pay levels in other organizations, coupled with his
contributions since January 1, 1995, led the Committee to approve a new salary
level of $750,000, effective July 1, 1996.

Short Term Incentive Compensation. Mr. Seidenberg's variable incentive award for
1996 reflected NYNEX's financial performance discussed above. In accordance with
the terms of the plan, the Committee recommended to the Board that it approve an
award for Mr. Seidenberg equal to 51% of his maximum possible award.

Long Term Incentive Compensation. Mr. Seidenberg's available long term incentive
awards are also a function of salary and are based on compensation practices for
similar jobs in Comparable Companies. As discussed above under the heading
Senior Management Long Term Incentive Plan, Return to Share Owners and strategic
objectives are each accorded equal weight in determining long term incentive
compensation. In 1997, the Committee recommended to the Board a long term payout
for the 1993-1996 performance period under the Senior Management Long Term
Incentive Plan. It was the Committee's assessment that there was significant
progress in implementing NYNEX's strategic objectives. The Committee believes
that such strategic accomplishment should serve as a platform for future
business success and resultant appreciation of Share Owners' investment over the
long term. The Committee also weighed the financial performance of NYNEX (Total
Return to Share Owners) which was below the target level over the period
relative to the other six Regional Holding Companies.

Stock Options. In January 1996, the Committee awarded Mr. Seidenberg options to
purchase 125,000 shares of NYNEX Common Stock at a price of $50.69 per share,
which was the fair market value at that time. The number of options granted
reflected the Committee's assessment of competitive compensation practices and
Mr. Seidenberg's individual contribution toward the achievement of NYNEX's
strategic objectives.

Summary 

The Committee is responsible for reviewing, monitoring and approving for
presentation to the non-employee Directors of the Board, for their approval, all
compensation decisions affecting NYNEX Executive Officers. The Committee
endeavors to ensure that the entire remuneration paid to Executive Officers is
consistent with NYNEX's interest in providing market competitive compensation
opportunities, reflective of its pay-for-performance philosophy, and supportive
of its business mission. 

                                                                        
John R. Stafford,          Richard L. Carrion  
Chairperson                                    
Lodewijk J.R. de Vink      Helene L. Kaplan    

Compensation Committee Interlocks and Insider Participation 

Mr. Ivan Seidenberg, Chairman of the Board and Chief Executive Officer of NYNEX,
is a Director of CVS Corporation and serves as a member of its Compensation
Committee. Mr. Stanley Goldstein, Chairman of the Board and Chief Executive
Officer of CVS Corporation, serves on the NYNEX Board of Directors but does not
serve on NYNEX's Committee on Benefits. 

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<PAGE>


Summary Compensation Table 

The following table shows, for the fiscal years ending December 31, 1994, 1995
and 1996, the cash compensation, as well as certain other compensation, paid or
accrued to the named Executive Officers by NYNEX and its subsidiaries. 

<TABLE>
<CAPTION>
                                                       Annual Compensation               
                                       --------------------------------------------------
Name and Principal Position                                                              
at December 31, 1996                    Year    Salary ($)    Bonus($)(2)    Other($)(3) 
-------------------------------------  ------  -------------  ------------   ------------
<S>                                     <C>         <C>         <C>               <C>  
Ivan G. Seidenberg                      1996        695,000     1,063,400         40,892 
 Chairman of the Board and              1995        640,000       844,000         50,613 
 Chief Executive Officer                1994        540,000       189,000         62,598 
Frederic V. Salerno                     1996        530,000       604,200         41,660 
 Vice Chairman of the Board -           1995        530,000       699,600         48,332 
 Finance and Business Development       1994        491,000       278,000         64,636 
Richard A. Jalkut                       1996        500,000       510,000         39,675 
 President and Group Executive -        1995        500,000       620,000         47,090 
 NYNEX Telecommunications               1994        464,000       153,000         58,888 
Donald B. Reed                          1996        370,000       379,600         27,454 
 President and Group Executive -        1995        370,000       429,600         29,028 
 External Affairs & Communications      1994        341,000       194,000         32,599 
Richard W. Blackburn                    1996        350,000       352,800         27,660 
 President and Group Executive -        1995        350,000       403,200         21,227 
 NYNEX Worldwide Communications         1994        317,000       148,500         27,608 
 and Media Group                       
-------------------------------------   ------   ------------  ------------   ------------      
Alan Z. Senter (1)                      1996        411,000       342,000         41,189 
 Former Executive Vice President and    1995        411,000       396,000         49,747 
 Chief Financial Officer                1994        133,000       100,000         11,183 

</TABLE>

[restubbed table]

<TABLE>
<CAPTION>

                                                Long Term Compensation                   
                                       -----------------------------------------                
                                                 Awards              Payouts                    
                                        --------------------------- -----------                 
                                        Restricted                                              
                                           Stock       Securities    Long Term      All Other    
Name and Principal Position               Awards      Underlying    Incentive       Compen-     
at December 31, 1996                      ($)(4)      Options(#)    Payouts($)    sation($)(5)   
-------------------------------------   ------------  ------------  -----------   ------------- 
<S>                                         <C>           <C>         <C>           <C>     
Ivan G. Seidenberg                                0       125,000      332,771         446,256  
 Chairman of the Board and                        0       105,727      288,480         369,552  
 Chief Executive Officer                    380,520        40,248      231,312          26,371  
Frederic V. Salerno                               0        87,500      339,899         287,401  
 Vice Chairman of the Board -                     0        87,555      289,438         305,330  
 Finance and Business Development           380,520        40,248      233,478          26,967  
Richard A. Jalkut                                 0        87,500      378,095         252,375  
 President and Group Executive -                  0        82,599      334,561         276,393  
 NYNEX Telecommunications                   359,520        37,302      215,353          24,566  
Donald B. Reed                                    0        55,000      140,856         192,608  
 President and Group Executive -                  0        55,011      152,344         199,783  
 External Affairs & Communications          272,500        27,420       99,647          18,355  
Richard W. Blackburn                              0        55,000      137,791         182,878  
 President and Group Executive -                  0        52,037      119,102         189,259  
 NYNEX Worldwide Communications             218,892        19,758       94,533          18,669  
 and Media Group                                                                                
-------------------------------------  ------------  ------------  -----------   ------------- 
Alan Z. Senter (1)                                0        60,000            0       1,080,382  
 Former Executive Vice President and              0        60,573            0         222,108  
 Chief Financial Officer                    600,000        56,000            0           1,500  

</TABLE>


(1)  Mr. Senter resigned as Executive Vice President and Chief Financial
     Officer, as of May 31, 1996.

(2)  As described in the Committee on Benefits Report on Executive Compensation,
     one-half of the Short Term Incentive award is mandatorily deferred under
     the Senior Management Account Balance Deferral Plan; however, the amount
     shown above includes the deferral.

(3)  These amounts include dividend equivalents paid pursuant to the Senior
     Management Long Term Incentive Plan, dividends pursuant to the 1987
     Restricted Stock Award Plan and amounts reimbursed for the payment of taxes
     in connection with personal benefits.

(4)  On December 31, 1996, the number and value of all outstanding grants of
     restricted NYNEX Shares held by Named Executive Officers were as follows:
     Mr. Seidenberg 11,063/$540,096; Mr. Salerno 11,063/$540,096; Mr. Jalkut
     10,412/$508,314; Mr. Reed 7,923/$386,801; Mr. Blackburn 6,570/$320,747 and
     Mr. Senter 10,406/ $508,021, these figures include dividends that have been
     reinvested in additional restricted NYNEX Shares. These NYNEX Shares
     represent the Retention Awards described below on page 75. Dividends are
     paid on Mr. Senter's restricted NYNEX Shares and are included in the Other
     Annual Compensation column for 1996.

(5)  These amounts include company contributions to tax qualified and
     non-qualified savings plans; company contributions to Executive Retirement
     Accounts (described under the heading Retirement Plans on page 74 herein);
     plus the value of premiums paid by NYNEX for split-dollar life insurance
     coverage. The company contributions to the tax qualified savings plan for
     Messrs. Seidenberg, Salerno, Jalkut, Reed, Blackburn and Senter were:
     $6,750, $6,750, $6,750, $6,750, $6,750 and $5,209, respectively. The
     company contributions to

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<PAGE>


     the Non-Qualified Savings Plan for Messrs. Seidenberg, Salerno, Jalkut,
     Reed, Blackburn and Senter were: $21,800, $15,200, $14,000, $8,800, $8,000
     and $12,834, respectively. Company contributions to the Executive
     Retirement Account for Messrs. Seidenberg, Salerno, Jalkut, Reed, Blackburn
     and Senter were $402,100, $246,050, $215,000, $164,897, $154,776 and
     $150,500, respectively. The amount of the dollar benefit for 1996,
     projected on an actuarial basis, which represents the excess of the amount
     needed to fund the death benefit under the split-dollar life insurance
     policy for each of Messrs. Seidenberg, Salerno, Jalkut, Reed, Blackburn and
     Senter was: $15,606, $19,401, $16,625, $12,161, $13,352 and $0,
     respectively. Included in Mr. Senter's amount is a severance payment of
     $822,000, outplacement services of $30,000 and a vacation buyout of $59,839
     pursuant to the terms of his agreement (described on page 76, below).

Aggregated Option Exercises in Fiscal Year 1996 and 1996 FY-End Option Values 

The following table shows information with respect to the named Executive
Officers concerning the exercise of options to purchase Shares of NYNEX Common
Stock during 1996 and unexercised stock options held as of the end of 1996. 

<TABLE>
<CAPTION>
                                                                    Number of Securities            Value of Unexercised          
                                                                   Underlying Unexercised               In-the-Money              
                                                                       Options at 1996                Options at 1996             
                                                                       Fiscal Year-End             Fiscal Year-End($)(1)          
                                                               ------------------------------- ------------------------------     
                         Shares Acquired         Value                                                                            
Name of Individual         on Exercise        Realized($)       Exercisable    Unexercisable    Exercisable   Unexercisable       
---------------------    -----------------    ------------     -------------  ---------------  -------------  ---------------     
<S>                          <C>               <C>                <C>             <C>            <C>            <C>   
Ivan G. Seidenberg           109,508           1,291,428           55,223         208,900          369,388      1,000,989         
Frederic V. Salerno                0                   0          177,789         159,286        1,829,796        849,564         
Richard A. Jalkut                  0                   0          141,412         152,493        1,434,875        777,072         
Donald B. Reed                26,775             315,772           57,020         100,814          420,527        540,137         
Richard W. Blackburn           5,906              63,907           26,277          79,360          152,885        253,066         
---------------------    -----------------    ------------     -------------  ---------------  -------------  ---------------     
Alan Z. Senter                     0                   0           57,525         119,048          639,915        698,528         
</TABLE>

(1)  Amounts reflect potential gains on outstanding options based upon the
     December 31, 1996 average NYNEX Common Stock price of $48.82.


Option Grants in Fiscal Year 1996 

The following table contains information concerning the grant of options under
the NYNEX 1995 Stock Option Plan to the named Executive Officers during 1996. 

<TABLE>
<CAPTION>
                            Number of          % of Total                                                       
                           Securities           Options                                                         
                           Underlying          Granted to      Exercise of                        Grant Date    
                         Options Granted       Employees        Base Price        Expiration       Present      
Name of Individual           (#)(1)             in 1995        ($/Shares)(2)       Date(3)        Value($)(4)   
---------------------     -----------------   ------------    --------------     ------------    ------------   
<S>                      <C>                  <C>             <C>                <C>             <C>            
Ivan G. Seidenberg                 125,000     4.514           50.69              1/11/06         921,250       
Frederic V. Salerno                 87,500     3.159           50.69              1/11/06         644,785       
Richard A. Jalkut                   87,500     3.159           50.69              1/11/06         644,785       
Donald B. Reed                      55,000     1.986           50.69              1/11/06         405,350       
Richard W. Blackburn                55,000     1.986           50.69              1/11/06         405,350       
---------------------     -----------------   ------------    --------------     ------------    ------------   
Alan Z. Senter                      60,000     2.168           50.69              1/11/06         442,200       
</TABLE>

(1)  The date of grant for options subject to this footnote is January 12, 1996.

(2)  The exercise price of the option is equal to the fair market value of NYNEX
     Common Stock on the date of grant of the options. The exercise price may be
     paid in cash, or by tendering already owned NYNEX Shares with a fair market
     value on the date of exercise equal to the exercise price. For exercises
     where NYNEX Shares have been tendered in payment of the exercise price, a
     new grant of options will be made equal to the number of Shares tendered. A
     grant made under these circumstances will have an exercise price equal to
     the fair market value on the date of such exercise and grant.

                                       8

<PAGE>

(3)  Options expire ten years from date of grant or in case of retirement, the
     fifth anniversary date of the cessation of employment. Options become
     one-third exercisable one year after the date of grant, two-thirds
     exercisable two years after the date of grant, and fully exercisable three
     years after the date of grant. To the extent not already exercisable, the
     options become fully exercisable in the event of a "change in control", as
     defined in the NYNEX 1995 Long Term Incentive Program.

(4)  As permitted by SEC rules, the Black-Scholes method of option valuation has
     been used to determine grant date present value. The assumptions used in
     the Black-Scholes option valuation calculation are: estimated future annual
     stock price volatility of 0.153; risk-free rate of return 5.96%; and
     estimated future dividend yield of 4.66%. NYNEX does not advocate or
     necessarily agree that the Black-Scholes method, or any other method
     permitted by the SEC, can properly determine the value of an option.
     However, no gain to the optionees is possible without an increase in the
     stock price, which will benefit all Share Owners. Thus, a zero increase or
     decrease in stock price, compared to the exercise price, will not produce
     any gain for the optionee.

Retirement Plans 

NYNEX replaced its supplemental executive defined benefit non-qualified pension
plan with a defined contribution plan. The annual company contribution to the
defined contribution plan is determined as 25% of base salary that exceeds
$150,000, plus 25% of bonus. This amount is included in the All Other
Compensation column of the Summary Compensation Table located on page 72 herein.

Pension Table 

This table provides the estimated annual benefits payable upon retirement under
the NYNEX qualified pension plan. Pensions are computed on a straight-life
annuity basis and are not reduced for Social Security or other offset amounts
except in cases where a joint or survivor annuity is selected. Participants
receive a pension based upon average compensation up to $150,000 multiplied by
1.6%. Average compensation is determined as five-year average base pay for the
period January 1, 1986 to December 31, 1990, times years of service on 
December 31, 1990, plus all future base pay. The table below sets forth the
benefits the named Executive Officers are entitled to receive upon retirement.
In addition, the named Executive Officers receive an annual credit under the
defined contribution plan which has been included in the All Other Compensation
column of the Summary Compensation Table. Pensions are subject to reduction for
retirement prior to age 60.

                                           Years of Service               
                        -----------------------------------------------------
Average Compensation       15         20         25         30           35    
---------------------   --------   --------   --------   --------    --------
$300,000                $36,000    $48,000    $60,000    $72,000     $84,000 
 400,000                 36,000     48,000     60,000     72,000      84,000 
 500,000                 36,000     48,000     60,000     72,000      84,000 
 600,000                 36,000     48,000     60,000     72,000      84,000 
 700,000                 36,000     48,000     60,000     72,000      84,000 
 800,000                 36,000     48,000     60,000     72,000      84,000 
 900,000                 36,000     48,000     60,000     72,000      84,000 

                                                                             
                         Current Base       Credited Years     
Name of Individual       Compensation*       of Service*       
---------------------     ---------------   ----------------   
Ivan G. Seidenberg        $      695,000                  30   
Frederic V. Salerno              530,000                  31   
Richard A. Jalkut                500,000                  30   
Donald B. Reed                   370,000                  30   
Richard W. Blackburn             350,000                  29   
---------------------     ---------------    ----------------  
Alan Z. Senter**                 411,000                   2   


*    as of 12/31/96

**   Although not service pension eligible under the age or service requirements
     of the NYNEX pension plans, the amounts shown for Mr. Senter are as if he
     were pension eligible.

     Note: Benefits shown in this table may be further limited under the
     Internal Revenue Code of 1986, as amended.

                                        9

<PAGE>

Employment Contracts, Termination of Employment and Change in Control Agreements
--------------------------------------------------------------------------------
 
Severance Pay Plan and Executive Retention Agreements. On December 16, 1993, the
Board of Directors approved the NYNEX Executive Severance Pay Plan (the
"Severance Plan") and the Executive Retention Agreement (the "Executive
Retention Agreement") to be entered into with certain NYNEX Executive Officers
as well as certain Officers of NYNEX companies. The purpose of the Severance
Plan and the Executive Retention Agreement is to enable NYNEX and its
subsidiaries to remain competitive in attracting and retaining the very best
executive talent. The Executive Retention Agreement provides the Executive
Officer with certain benefits, pursuant to the Severance Plan, upon termination
of employment under specified conditions. 

Certain NYNEX Executive Officers, including Messrs. Seidenberg, Jalkut, Reed and
Blackburn but excluding Messrs. Salerno and Senter, entered into an Executive
Retention Agreement with NYNEX, effective January 3, 1994, for a term of
employment to continue day to day. Mr. Salerno entered into an employment
agreement with NYNEX on terms substantially similar to those in the Executive
Retention Agreement, but for a minimum term commencing August 1, 1994 through
December 31, 1996. A retention award ("Retention Award") consisting of a grant
of restricted stock was made to each such NYNEX Executive Officer at the time of
signing the Executive Retention Agreement. The value of the Retention Award
equals 50% of the sum of the Executive Officer's 1994 annual salary and the
standard award granted under the NYNEX Senior Management Short Term Incentive
Plan for 1994 performance. During the term of the Executive Retention Agreement,
dividends on the restricted stock will be reinvested in additional NYNEX
restricted stock. 

The Executive Retention Agreements provide that in the event the executive (i)
voluntarily separates from employment with the consent of the Chairman and Chief
Executive Officer of NYNEX (or, in the case of Mr. Seidenberg, with the consent
of the Board of Directors), (ii) is terminated by NYNEX without cause, (iii)
dies, or (iv) becomes totally disabled, the shares of restricted stock granted
to an executive in connection with a Retention Award will no longer be
restricted and, in addition, the executive (or his heirs) will receive a
severance payment pursuant to the NYNEX Executive Severance Pay Plan equal to
the monetary value of the Retention Award on the executive's last day of
employment. 

On February 1, 1996, the Committee on Benefits of the Board of Directors
authorized an additional severance payment to be paid to Executive Officers as
well as certain Officers of NYNEX companies. This additional severance payment
will be equal to the balance on the executive's last day of employment in an
account which is credited with earnings and losses based on the Global Balanced
Fund investment option of the NYNEX Savings Plan for Salaried Employees, but in
no event will this severance payment be less than three times annual base salary
as of July 1, 1996 for Mr. Seidenberg, two times annual base salary for Messrs.
Salerno, Jalkut, Reed, Blackburn and Senter and either two or one times annual
base salary as of July 1, 1996 for other Executive Officers and certain Officers
of NYNEX Companies. 

On April 21, 1996, the NYNEX Board authorized NYNEX to enter into new retention
agreements (the "Restated Agreements") with the parties to the Executive
Retention Agreements. The Restated Agreements replace the Executive Retention
Agreements (including the agreement entered into with Mr. Salerno, described
above) and Severance Plan. The Restated Agreements continue the Retention Award
and severance payments under substantially the same terms and conditions
described above. An executive is not eligible to receive benefits or payments
under the Restated Agreements if he or she has separated from active service for
cause, has separated from active service in connection with the sale or transfer
of NYNEX or one of its affiliates if within 60 days of such separation the
transferee or purchaser hires or offers employment to such executive,
voluntarily terminates employment without the consent of the Chairman and Chief
Executive Officer of NYNEX (or, in the case of Mr. Seidenberg, without the
consent of the Board of Directors), or has an employment agreement other than
the Restated Agreement with NYNEX or one of its subsidiaries. The Restated
Agreement also provides that in the event that any payment received or to be
received thereunder (including the Retention Award or the severance payments
described above) would be subject to any excise tax on an "excess parachute
payment" (in whole or in part) under Section 4999 of the Code, such payment
shall be reduced until no portion of such payment would be subject to the excise
tax, other than with respect to any such payment due to Mr. Seidenberg pursuant
to the employment agreement with Bell Atlantic Corporation ("Bell Atlantic")
described below. If such individuals meet the 

                                       10

<PAGE>

requirements for payment of the Retention Award and the additional severance as
described above, the number of shares and amount of severance (computed as of
December 31, 1996 and assuming no reduction due to the imposition of an excise
tax under Section 4999 of the Code) which would be payable to each of Messrs.
Seidenberg, Salerno, Jalkut, Reed and Blackburn would be 11,063 and $3,084,301,
11,063 and $1,738,625, 10,412 and $1,639,002, 7,923 and $1,223,510, and 6,570
and $1,112,229, respectively. 

Agreement with Mr. Senter.  As of May 31, 1996, Mr. Senter resigned as Executive
Vice President and Chief Financial Officer of NYNEX and entered into an
agreement with NYNEX to replace in its entirety the three-year employment
agreement with NYNEX commencing September 1, 1994. The agreement provides for
Mr. Senter to receive monthly payments equal to his base salary until the end of
the term of the prior agreement and other amounts consistent with the prior
agreement. In addition, Mr. Senter received a severance payment equal to two
times his salary, on substantially the same terms as authorized by the Committee
on Benefits of the NYNEX Board on February 1, 1996, as described above. 

NYNEX Discretionary Bonus. On April 21, 1996, the NYNEX Board approved a
discretionary bonus arrangement for NYNEX Executive Officers as well as certain
Officers of NYNEX companies who are actively employed by NYNEX at the Effective
Time (as defined in the Merger Agreement). The NYNEX Board will determine the
bonus, if any, to be paid to Mr. Seidenberg, and delegated the authority to him
to determine the amount of the bonuses, if any, to be paid to each other
Officer. The actual amount of each bonus will be based on achieving business
objectives and the extent to which the Officer's efforts contribute to the
completion of the Merger. The bonus payable at the Effective Time to Mr.
Seidenberg can range from zero to 100% of annual base salary plus the maximum
payout under the Short Term Plans, to Messrs. Salerno and Jalkut and one other
Executive Officer can range from zero to 100% of annual base salary plus a
portion of the maximum payout under the Short Term Plans, to Messrs. Reed and
Blackburn and certain other Executive Officers can range from zero to 100% of
annual base salary, and to all other Officers, including certain Executive
Officers, can range from zero to 75% of annual base salary. Based upon current
salary and maximum payout under the Short Term Plans, the bonus payable upon
completion of the Merger to Mr. Seidenberg could range from zero to $3.0 million
and the bonus payable to Mr. Salerno could range from zero to $1.06 million. The
purpose of the bonus arrangement is to retain key employees through the
consummation of the Merger and to help ensure the availability of their services
to NYNEX during the critical transition period and Bell Atlantic thereafter. 

Bell Atlantic Agreement. The Merger Agreement provides that, at the closing of
the Effective Time, Mr. Seidenberg will enter into an employment agreement with
Bell Atlantic. The agreement provides for the employment of Mr. Seidenberg by
Bell Atlantic through July 2002, at base compensation which is not less than Mr.
Seidenberg's base compensation at the Effective Time. The agreement also
provides for various termination benefits under certain circumstances. 

Deferred Compensation Trust. NYNEX maintains various plans pursuant to which
NYNEX Executive Officers and certain other Officers of NYNEX companies defer (on
a voluntary and, in certain cases, involuntary basis) the receipt of all or part
of certain specified compensation payments. NYNEX also maintains certain
non-qualified pension, savings and retirement plans for such individuals.
Amounts credited to the accounts of such individuals accrue earnings based upon
various investment options selected by such individuals. To safeguard these
benefits and other non-qualified benefits for other Officers, NYNEX established
a trust which will become fully funded and irrevocable upon a Change of Control.
As defined in the trust, a Change of Control occurs if (a) any person (other
than a trustee or other fiduciary of securities held under an employee benefit
plan of NYNEX) becomes the beneficial owner of 15% or more of the NYNEX voting
stock, (b) a tender offer is made and the offerer owns or has accepted payment
for 15% or more of the NYNEX voting stock, or (c) during any period of
twenty-four consecutive months members of the Board at the beginning of such
period, together with new Directors nominated or appointed during that period by
a vote of at least two-thirds of such existing Directors (or of Directors whose
election or nomination for election was previously so approved), cease to
comprise a majority of the Board of Directors. The assets in the trust, however,
remain subject to the claims of NYNEX's general creditors in the event of
insolvency. On April 21, 1996, the Board determined that the Merger will not
constitute a Change of Control as defined above.

Long Term Incentive Program. In the event of a Change in Control (defined
substantially identical to "Change of Control" above), NYNEX's 1995 Long Term
Incentive Program provides that all stock options and stock appreciation rights
previously granted will become fully exercisable, the restrictions on restricted
stock previously 

                                       11

<PAGE>

granted will terminate, and performance units under the Senior Management Long
Term Incentive Plan will be immediately valued based on the highest fair market
value of NYNEX Common Stock during the period beginning thirty days prior to and
ending thirty days after the Change in Control. 

NYNEX Executive Officer Short Term Incentive Plan and NYNEX Senior Management
Short Term Incentive Plan. The Short Term Plans were amended as of April 21,
1996 to provide that if, during the first three months of an Award Year (as
defined in the Short Term Plans) (x) the Effective Time occurs or (y) an
executive is involuntarily terminated without cause by NYNEX or one of its
subsidiaries as a result of the Merger which, in either case, would result in a
forfeiture under the Short Term Plans, there will be no forfeiture of an Award
(as defined in the Short Term Plans) and the amount of any outstanding Award
will be prorated to the date of the Effective Time or the executive's
termination. The Short Term Plans already provide for such result if the
Effective Time or such a termination occurs other than during the first three
months of an Award Year. 

NYNEX Senior Management Long Term Incentive Plan. The NYNEX Senior Management
Long Term Incentive Plan was amended by the NYNEX Board as of April 21, 1996 to
provide that if, during any performance period not yet completed (x) the
Effective Time occurs or (y) an executive is involuntarily terminated without
cause by NYNEX or one of its subsidiaries as a result of the Merger which, in
either case, would result in a forfeiture under the Long Term Plan, there shall
be no forfeiture of any awards thereunder and the awards with respect to all
outstanding performance periods shall be prorated to the date of the Effective
Time or the executive's termination. The Long Term Plan already provides for
such result if an executive is eligible to retire with a full service pension at
termination of employment. 

Share Owner Return Performance Graph
------------------------------------

The following line graph compares the yearly percent change in the cumulative
Total Share Owner Return of NYNEX Common Stock against the cumulative total
return of the Standard & Poor's 500 Stock Index and the Regional Holding Company
peer group stock index for the period of five fiscal years (1992-1996). 


                 Comparison of 5-Year Cumulative Total Return*


[GRAPHIC OMITTED]


 * Assumes $100 invested on December 31, 1991 in NYNEX Common Stock, Standard &
 Poor's 500 Index and Peer Group Index, with all dividends reinvested; also
 assumes retention by Pacific Telesis Group stockholders of the Airtouch
 Communications stock spin-off, effective April 1, 1994, and conversion of US
 WEST's common stock into Communications Stock and Media Stock effective
 November 1, 1995. 

December 31     1991     1992     1993     1994     1995     1996
                ----     ----     ----     ----     ----     ----

NYNEX          100.0    110.0    111.1    108.1    168.1    157.3

PEERS**        100.0    111.0    133.3    130.8    190.2    190.1

S&P 500        100.0    107.6    118.5    120.1    165.2    203.1



** Composite of 6 Regional Holding Companies: Ameritech, Bell Atlantic,
 BellSouth, Pacific Telesis, SBC & US WEST.

                                       12

<PAGE>


                                  SIGNATURES 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized. 


                               NYNEX CORPORATION 

                               By /s/ M. Meskin   
                                  ----------------------
                                  Mel Meskin 

                        Vice President and Comptroller 

                                March 28, 1997