<PAGE>
                             UNITED STATES
  
                   SECURITIES AND EXCHANGE COMMISSION
  
                        Washington, D. C.  20549
  
  
                            F O R M  10 - Q
  
          X  Quarterly Report Under Section 13 or 15(d) of the
                    Securities Exchange Act of 1934
                   For the period ended June 30, 1997
                                        .............
  
                                   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: 1-2755
                                             ......
  
                            GTE Corporation
        ......................................................
        (Exact name of registrant as specified in its charter) 
      New York                                            13-1678633
  ........................................................................
  (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                       Identification No.)
  
           One Stamford Forum, Stamford, Conn.         06904
         .....................................................
         (Address of principal executive offices)    (Zip Code)
  
  Registrant's telephone number, including area code 203-965-2000
                                                     ............
  
  ........................................................................
  
  Former name, former address and former fiscal year, if changed since
  last report
  
  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 registrant was required to file such reports), and (2) has been 
  subject to such filing requirements for the past 90 days.  YES   X  
  NO     .
  
  GTE had 956,180,846 shares of $.05 par value common stock outstanding 
  (excluding 27,120,592 treasury shares) at July 31, 1997.
  <PAGE>
  <TABLE>
  
  PART I.  FINANCIAL INFORMATION
  
                                 GTE CORPORATION AND SUBSIDIARIES
  
                           CONDENSED CONSOLIDATED STATEMENTS OF INCOME
  <CAPTION>
                                                   Three Months Ended          Six Months Ended   
                                                        June 30                   June 30       
                                                   1997          1996         1997          1996
                                                                    (In Millions)
  
  <S>                                            <C>           <C>         <C>           <C>    
  REVENUES AND SALES                                                                             
      Local services                              $1,613        $1,511      $ 3,218       $ 2,997
      Network access services                      1,260         1,161        2,412         2,293
      Toll services                                  608           609        1,251         1,216
      Cellular services                              719           643        1,396         1,246
      Directory services                             372           399          558           622
      Other services and sales                     1,120           970        2,138         1,870
  
        Total revenues and sales                   5,692         5,293       10,973        10,244
  
  OPERATING COSTS AND EXPENSES                                                                   
      Cost of services and sales                   2,194         1,948        4,146         3,869
      Selling, general & administrative            1,115         1,065        2,142         1,916
      Depreciation and amortization                  977           941        1,933         1,870
  
        Total costs and expenses                   4,286         3,954        8,221         7,655
  
  OPERATING INCOME                                 1,406         1,339        2,752         2,589
  
  OTHER (INCOME) EXPENSE
      Interest expense                               312           285          616           568
      Interest capitalized                           (10)          (11)         (23)          (21)
      Interest income                                (13)          (13)         (29)          (27)
      Other - net                                     20            35           40            32
  
                                                     309           296          604           552
  
  INCOME BEFORE INCOME TAXES                       1,097         1,043        2,148         2,037
  
      Income taxes                                   426           401          812           779
  
  NET INCOME                                      $  671        $  642      $ 1,336        $1,258
  
  EARNINGS PER COMMON SHARE                       $  .70        $  .66      $  1.39        $ 1.29
  
  DIVIDENDS DECLARED PER COMMON SHARE             $  .47        $  .47      $   .94        $  .94
  
  AVERAGE COMMON SHARES                              956           972          958           973
  
                     The accompanying notes are an integral part of these statements.
  
                                                   -1-
  </TABLE>
  <PAGE>
                       GTE CORPORATION AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  
  RESULTS OF OPERATIONS
  
  Consolidated net income for the second quarter and first six months of 1997 
  was $671 million and $1.34 billion, or $.70 per share and $1.39 per share, 
  respectively, compared with $642 million and $1.26 billion, or $.66 per 
  share and $1.29 per share in the second quarter and first half of 1996, 
  respectively.  Results for the second quarter of 1997 include the impact of 
  recently announced data initiatives.  Excluding the effects of the new data 
  initiatives, second quarter 1997 earnings per share increased 11 percent 
  over last year.  The results for the first six months of 1996 include an 
  after-tax gain on the sale of nonstrategic telephone properties of $8 
  million or $.01 per share.  Excluding this gain and the 1997 data 
  initiatives, earnings per share for the first half of 1997 increased 11 
  percent over last year.
  
  Operating income for the second quarter and first six months of 1997 was 
  $1.41 billion and $2.75 billion, respectively, compared with $1.34 billion 
  and $2.59 billion, in the second quarter and first half of 1996, 
  respectively.  These increases are due primarily to continued growth in 
  GTE's core wireline and wireless revenues and the favorable impact of 
  ongoing operating cost-reduction programs.  Partially offsetting these 
  improvements were costs associated with the data initiatives, higher selling 
  and marketing expenses associated with the growth of wireless and 
  long-distance customers, the launch of personal communications services 
  ("PCS") and increased video activities.  Excluding the effects associated 
  with the new data initiatives, operating income for the second quarter and 
  first six months of 1997 rose 7.5 percent and 7.6 percent to $1.44 billion 
  and $2.78 billion, respectively.
  
  Consolidated revenues and sales for the second quarter of 1997 increased 7.5 
  percent to $5.69 billion compared with $5.29 billion in the second quarter 
  of 1996.  The increase reflects continued strength in GTE's core wireline 
  and wireless services, combined with new and expanded services.  
  Consolidated revenues and sales for the first six months of 1997 increased 7 
  percent to $10.97 billion compared to $10.24 billion in the same period last 
  year.
  
  For the second quarter of 1997, minutes of use of GTE's domestic 
  local-exchange network for long-distance calling grew at an annual rate of 
  14.4 percent, while total domestic access lines increased 8.3 percent to 
  20.7 million.  Access lines per employee, a key indicator of productivity, 
  increased from 305 a year ago to 324, representing a 6.2 percent 
  improvement.  Internationally, GTE serves an additional 5.9 million access 
  lines.
  
  Domestic cellular service revenues in the second quarter of 1997 totaled 
  $654 million, an 11 percent increase over the same period last year, as 
  customer growth continued.  During the second quarter of 1997, GTE added 
  137,000 new domestic cellular customers bringing total U.S. customers served 
  to 4,146,000 an increase of 28 percent over a year ago.  Customer growth at 
  
                                     -2-
  <PAGE>
                       GTE CORPORATION AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  
  GTE's international operations increased 31 percent, bringing total cellular 
  customers served worldwide to over 5 million.  
  
  GTE is one of the largest publicly held telecommunications companies in the 
  world.  In the United States, GTE offers local and wireless service in 29 
  states and long-distance service in all 50 states.  GTE was the first among 
  its peers to offer "one-stop shopping" for local, long-distance and Internet 
  access services.  Outside the United States, where GTE has operated for more 
  than 40 years, GTE serves over 6.8 million customers.  GTE is also a leader 
  in government and defense communications systems and equipment, directories 
  and telecommunication-based information services, and aircraft-passenger 
  telecommunications.
  
  Other (Income) Expense
  
  Other-net for the first half of 1996 includes a pre-tax gain of $12 million, 
  resulting from the sale of nonstrategic local-exchange telephone properties.
  
  
  CAPITAL RESOURCES AND LIQUIDITY
  
  Cash from operations for the first six months of 1997 totaled $2.83 billion 
  compared with $2.82 billion in 1996.  The increase in cash from operations 
  reflects the improved operating results during the first six months of 1997.
  
  Cash used in investing activities totaled $2.74 billion compared with $1.54 
  billion in the first six months of 1996.  Acquisitions and investments for 
  the first six months of 1997, includes approximately $593 million to acquire 
  approximately 96 percent of the outstanding shares of BBN Corporation 
  ("BBN") common stock at a price of $29 per share.  BBN, based in Cambridge, 
  Massachusetts, is a leading provider of high performance end-to-end Internet 
  solutions such as World Wide Web site hosting, network security, consulting, 
  systems integration, and dedicated and dial-up Internet access for 
  government and commercial customers.  Its 2,200 employees have extensive 
  experience in leading-edge Internet and other telecommunications 
  applications.  Twenty-eight years ago, BBN created ARPANET, the forerunner 
  of the Internet.  
  
  Proceeds from sales of assets for the first half of 1996 includes 
  approximately $261 million from the sales of PCS licenses.  Capital 
  expenditures totaled $2.03 billion, compared with $1.66 billion in the first 
  six months last year.  For the full year 1997, capital expenditures are 
  expected to be approximately $5 billion compared with $4.1 billion in 1996.  
  The majority of this investment is being made in GTE's telephone operations 
  to meet the demands of growth, modernize facilities and position GTE as a 
  low-cost provider of high-quality voice, data and video telecommunications 
  services.  Significant investments are also being made in GTE's other 
  businesses, such as mobile-cellular, to increase capacity and continue to 
  improve and expand the network.
  
  
                                  -3-
  <PAGE>
                       GTE CORPORATION AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  Cash from financing activities for the first six months of 1997 totaled $454 
  million, compared with cash used of $1.0 billion in the same period last 
  year.  During the first half of 1997, $903 million of dividend payments and
  $576 million expended for the repurchase of approximately 11.7 million 
  shares of GTE common stock, were offset by a net increase in long and 
  short-term borrowings of $1.9 billion.  
  
  In August 1997, GTE's Board of Directors authorized the repurchase of up to 
  an additional 20 million shares of currently issued GTE common stock in the 
  open market or in privately negotiated transactions.  This program is in 
  addition to the 25 million share buy-back program announced in August 1996.  
  The repurchase of shares under this new program, and the remaining shares 
  under the 1996 program, will occur from time to time in the future, 
  depending upon market conditions and GTE's need to finance new or expanded 
  business opportunities.  The shares acquired will be made available for use 
  in GTE's employee benefit and dividend reinvestment programs, as well as 
  other general corporate purposes.  
  
  In June 1997, GTE's Board of Directors approved the filing of a $3 billion 
  shelf registration statement with the Securities and Exchange Commission 
  ("SEC") which included a Medium-Term Note ("MTN") program.  The first 
  transaction under this program is expected to occur during the third quarter 
  of 1997.  GTE expects that this program will replace a significant portion 
  of its traditional long-term bond financings.  The benefits of an MTN 
  program include lower rates than traditional debentures and more flexibility 
  with regard to amounts issued, timing and speed to market.  The MTN program 
  has received the same ratings as GTE Corporation's debenture program.  
  
  In March 1997, GTE's senior debt was upgraded by Standard and Poor's to an 
  "A" rating.  This rating, along with the investment grade ratings of GTE's 
  subsidiaries, provide ready access to the capital markets at reasonable 
  rates and provides GTE with the financial flexibility necessary to pursue 
  growth opportunities as they arise.  At June 30, 1997, GTE had $4.5 billion 
  of unused bank lines of credit available to back up commercial paper 
  borrowings and for working capital requirements.
  
  
  RECENT DEVELOPMENTS
  
  In July 1997, the U.S. Court of Appeals for the Eighth Circuit ("Eighth 
  Circuit") issued an opinion and order vacating significant portions of the 
  Federal Communications Commission's ("FCC") rules purporting to implement 
  the local competition provisions of the Telecommunications Act of 1996 ("the 
  Act").  GTE, together with other incumbent local-exchange carriers ("ILECs") 
  and a number of state commissions, had challenged various portions of the 
  FCC rules.  
  
  In its opinion, the Eighth Circuit ruled that the FCC had no jurisdiction to 
  promulgate rules setting the prices at which ILECs must make available to 
  competitors unbundled network elements and services for resale.  In 
  addition, the Eighth Circuit made a number of other rulings favorable to 
  
                                    -4-
  <PAGE>
                       GTE CORPORATION AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  
  GTE, including, that the FCC's rule allowing requesting carriers to pick and 
  choose among individual provisions of other interconnection agreements, 
  rather than to adopt the terms and conditions of a single agreement in its 
  entirety, was unlawful; that the FCC does not have the authority to review 
  interconnection agreements approved by state commissions or to enforce the 
  terms of such agreements; that the FCC rule requiring ILECs to provide 
  interconnection and unbundled network elements at levels of quality that are 
  superior to those levels at which the ILECs provide them to themselves was 
  unlawful; and that it is the requesting carriers, not the ILECs, that must 
  combine unbundled network elements.  
  
  On the other hand, the Eighth Circuit rejected certain arguments advanced by 
  GTE.  For example, it ruled that a requesting carrier may gain access to all 
  of the unbundled network elements that, when combined by the requesting 
  carrier, are sufficient to enable the requesting carrier to provide a 
  finished service, and it upheld most of the standards applied by the FCC in 
  determining which network elements an ILEC must make available.  
  
  The time for parties to seek rehearing before the Eighth Circuit has not yet 
  expired.  In addition, the FCC has announced that it intends to seek Supreme 
  Court review of the Eighth Circuit's ruling.  
  
  In May 1997, the FCC issued orders on universal service and access charge 
  reform.  GTE Midwest Incorporated has filed petitions for review of each of 
  these orders in Federal Court, and GTE is currently assessing the effect of 
  these orders.  
  
  In its order on access charge reform, the FCC revised the price cap plan for 
  regulating ILECs by requiring price cap LECs to increase their productivity 
  factor to 6.5 percent retroactive to July 1996.  The order also eliminated 
  the sharing requirements of the price cap rules.  In June 1997, in 
  accordance with the order, GTE submitted its 1997 annual price cap filing.  
  The 1997 interstate access filing resulted in an annual price reduction of  
  approximately $254 million, effective July 1, 1997.  Prior to this order, 
  GTE had submitted a rate change filing in May 1997, as GTE's access rates 
  were priced significantly below the FCC's maximum price.  This rate change 
  filing resulted in an annual price increase of $151 million, effective 
  June 3, 1997.  Overall, the net effect of these access filings resulted in 
  an annual price reduction of approximately $103 million.  
  
  In accordance with the Act, GTE is continuing to negotiate with requesting 
  carriers over the terms of interconnection, unbundled network elements and 
  resale rates.  In some cases, the parties have been unable to agree within 
  the statutory period for negotiation and have gone to arbitration before 
  various state regulatory commissions.  Since November 1996, a number of 
  state commission decisions determining the prices and terms of unresolved 
  issues were released.  Subsequent decisions are expected to be issued 
  throughout 1997.  
  
  
  
                                    -5-
  <PAGE>
                       GTE CORPORATION AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  
  GTE is challenging state arbitration decisions in cases where GTE believes 
  that state commissions have made decisions that violate the Act and are 
  inconsistent with its pro-competitive objectives.  GTE fully endorses 
  genuine local competition.  Through the second quarter of 1997, GTE 
  operating companies had filed one or more complaints in Federal District 
  Court in each of the following states: California, Florida, Hawaii, 
  Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri, Nebraska, 
  New Mexico, Ohio, Oklahoma, Oregon, Pennsylvania, Texas, Virginia, 
  Washington and Wisconsin.  A number of these complaints have been dismissed 
  without prejudice on the ground that they were filed before the arbitrated 
  agreements had received final approval from state commissions.  In such 
  cases, GTE is refiling complaints after final approval has occurred.  
  
  In May 1997, GTE announced initiatives to become a leading national provider 
  of telecommunications services, including the acquisition of BBN 
  Corporation, a leading provider of end-to-end Internet solutions.  In 
  addition, GTE announced a strategic alliance with Cisco Systems, Inc. to 
  jointly develop enhanced data and Internet services for customers; and, the 
  purchase of a national, state-of-the-art fiber-optic network from Qwest 
  Communications.  For additional information, including the modification of 
  certain financial projections previously made by GTE, reference is made to 
  GTE Corporation's Form 8-K and Schedule 14D-1 and 13D filed on May 6, 1997 
  and May 12, 1997, respectively, which are incorporated herein by reference.  
  As of June 30, 1997, GTE had expended $593 million related to the 
  acquisition of BBN, and made payments totaling approximately $113 million 
  toward the purchase of the network from Qwest.  
  
  In April 1997, GTE announced the relocation of its corporate-staff functions 
  to the greater-Dallas area, where its Telephone Operations and Directories 
  businesses are headquartered.  The transfers to Dallas and the consolidation 
  of certain staffs are expected to begin within the next few months, and will 
  continue through 1998.  GTE is continuing to develop the specific transition 
  plan associated with the announcement which will determine the timing and 
  extent of any financial impact.  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                    -6-
  <PAGE>
  
  
                          GTE CORPORATION AND SUBSIDIARIES
  
                       CONDENSED CONSOLIDATED BALANCE SHEETS
  
  
  
                                                  June 30,       December 31, 
                                                    1997             1996    
                                                        (In Millions)      
  
                 ASSETS
  
  CURRENT ASSETS:
     Cash and temporary investments               $   949           $   405
     Receivables, less allowances
       of $310 and $299 million                     4,460             4,482
     Inventories and supplies                         885               673
     Deferred income tax benefits                     174               200
     Other                                            311               273
       Total Current Assets                         6,779             6,033
  
  
  
  PROPERTY, PLANT AND EQUIPMENT, at cost           54,596            53,481
     Accumulated depreciation                     (31,696)          (30,579)
  
       Total Property, Plant and Equipment, net    22,900            22,902
  
  
  INVESTMENTS AND OTHER ASSETS:
     Employee benefit plans                         3,904             3,639
     Franchises, goodwill and other intangibles,
       net of accumulated amortization of $525
       and $488 million                             3,075             2,507
     Investments in unconsolidated companies        2,187             2,035
     Other assets                                   1,402             1,306
       Total Investments and Other Assets          10,568             9,487
  
       Total Assets                               $40,247           $38,422
  
  
  
  
  
  
  
  
  
  
        The accompanying notes are an integral part of these statements.
  
  
  
                                        -7-
  <PAGE>
  
  
                          GTE CORPORATION AND SUBSIDIARIES
  
                       CONDENSED CONSOLIDATED BALANCE SHEETS
  
  
  
                                                  June 30,      December 31,
                                                   1997             1996    
                                                      (In Millions)      
  
     LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES:
     Short-term obligations, including
       current maturities                         $ 3,479          $ 2,497
     Accounts payable and accrued expenses          3,753            4,156
     Taxes payable                                    927              754
     Dividends payable                                468              472
     Other                                            461              435
       Total Current Liabilities                    9,088            8,314
  
     Long-term debt                                14,098           13,210
     Employee benefit plans                         4,755            4,688
     Deferred income taxes                          1,518            1,474
     Minority interests in equity of subsidiaries   2,249            2,316
     Other liabilities                              1,183            1,084
       Total Liabilities                           32,891           31,086
  
  
  SHAREHOLDERS' EQUITY:
     Common stock - shares issued  982,938,821
       and 980,911,281                                 49               49
     Additional paid-in capital                     7,279            7,248
     Retained earnings                              1,809            1,370
     Guaranteed ESOP obligations                     (562)            (575)
     Treasury stock - 27,845,587
       and 17,813,275 shares, at cost              (1,219)            (756)
       Total Shareholders' Equity                   7,356            7,336
  
       Total Liabilities and 
         Shareholders' Equity                     $40,247          $38,422
  
  
  
  
  
  
  
          The accompanying notes are an integral part of these statements.
  
  
  
  
                                     -8-
  <PAGE>
  
  
                          GTE CORPORATION AND SUBSIDIARIES
  
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  
                                                          Six Months Ended   
                                                              June 30       
                                                           1997       1996
                                                           (In Millions) 
  Operations
  
    Net income                                           $1,336     $1,258
  
    Adjustments to reconcile net income
      to net cash from operations:
        Depreciation and amortization                     1,933      1,870
        Change in current assets and current
          liabilities, excluding the effects of 
          acquisitions and dispositions                    (532)      (475)
        Deferred income taxes and other - net                91        166
      Net cash from operations                            2,828      2,819
  
  Investing
    Capital expenditures                                 (2,033)    (1,655)
    Acquisitions and investments                           (700)      (233)
    Proceeds from sales of assets                            17        316
    Other - net                                             (22)        29
      Net cash used in investing                         (2,738)    (1,543)
  
  Financing
    Common stock issued                                     162        263
    Purchase of treasury stock                             (576)      (464)
    Long-term debt issued                                 1,533      1,099
    Long-term debt and preferred securities retired      (1,379)      (317)
    Dividends paid                                         (903)      (915)
    Increase (decrease) in short-term obligations,
      excluding current maturities                        1,634       (740)
    Other - net                                             (17)        63
      Net cash (used in) from financing                     454     (1,011)
  
  Increase in cash and temporary
     investments                                            544        265
  
  Cash and temporary investments:
    Beginning of period                                     405        332
    End of period                                        $  949     $  597
  
    Cash paid during the period for:
      Interest                                           $  540     $  505
      Income taxes                                          531        560
  
  
        The accompanying notes are an integral part of these statements.
  
                                       -9-
  <PAGE>
                         GTE CORPORATION AND SUBSIDIARIES
  
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
  
  (1)  BASIS OF PRESENTATION:
  
       The unaudited Condensed Consolidated Financial Statements included
       herein have been prepared by the Company, pursuant to the rules and
       regulations of the Securities and Exchange Commission.  Certain
       information and footnote disclosures normally included in financial
       statements prepared in accordance with generally accepted accounting
       principles have been condensed or omitted pursuant to such rules and
       regulations.  However, in the opinion of management of the Company,
       the Condensed Consolidated Financial Statements include all
       adjustments, consisting only of normal recurring accruals, necessary
       to present fairly the financial information for such periods.  These
       Condensed Consolidated Financial Statements should be read in
       conjunction with the consolidated financial statements and the notes
       thereto included in the Company's 1996 Annual Report on Form 10-K. 
  
       Reclassifications of prior year data have been made in the 
       accompanying condensed consolidated financial statements where
       appropriate to conform to the 1997 presentation.
  
  
  (2)  PROPERTY SALES:
  
       In connection with the program to sell or trade a small percentage of
       nonstrategic domestic local-exchange telephone properties, during
       the first quarter of 1996, GTE recorded a pre-tax gain of $12 million,
       which increased net income by $8 million, or $.01 per share.
  
  
  (3)  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
  
       Earnings per Share
       In February 1997, the Financial Accounting Standards Board issued
       Statement of Financial Accounting Standards No. 128, "Earnings per
       Share" ("FAS 128"), establishing standards for computing and presenting
       earnings per share ("EPS").  The new standard is effective for year-end
       1997 financial statements.  Upon adoption, all prior-period EPS data,
       including the first three quarters of 1997, must be restated.  
  
       The goal of FAS 128 is to harmonize the EPS calculation in the United
       States with those common in other countries and to simplify complex
       provisions of APB Opinion No. 15, "Earnings per Share" ("APB 15").  The
       primary change is that the concept of primary EPS has been replaced by
       basic EPS.  Basic EPS is computed by dividing reported earnings
       available to common stockholders by weighted average shares
       outstanding.  No dilution for any potentially dilutive securities is
       included.  Fully diluted EPS, now called diluted EPS, is still
       required.
  
  
  
                                         -10-
  <PAGE>
                         GTE CORPORATION AND SUBSIDIARIES
  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
  
  
       As required, GTE currently calculates EPS in accordance with APB 15.
       Had GTE calculated EPS in accordance with FAS 128, basic EPS and
       diluted EPS would not have been materially different than the amounts
       reported as primary and fully diluted EPS in accordance with APB 15.
  
       Derivative Financial Instruments
       In January 1997, the SEC issued amendments to its rules which clarify
       and expand disclosure requirements for derivative financial
       instruments.  As of June 30, 1997, there has been no significant change
       in the market risk, or accounting policy associated with derivative
       financial instruments as stated in GTE's 1996 Annual Report on Form 
  10-K.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -11-
  <PAGE>
  
  
  PART II.  OTHER INFORMATION
  
  
  Item 6.  EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits required by Item 601 of Regulation S-K.
  
                 (11)  Statement re:  Calculation of earnings per common
                       share. 
  
                 (10)  Material Contracts - Employment Agreement between GTE
                       Service Corporation and George H. Conrades. 
  
                 (12)  Statement re: Calculation of the ratio of earnings to 
                       fixed charges.
  
                 (27)  Financial Data Schedule.
  
            (b)  GTE filed a report on Form 8-K dated May 6, 1997, under
                 Item 5, "Other Events" and Item 7 "Financial Statements
                 and Exhibits."  GTE also filed a report on Form 8-K dated
                 June 10, 1997, under Item 5, "Other Events."  No financial
                 information was included in either report.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -12-
  <PAGE>
  
  
                                     SIGNATURES
  
  
  Pursuant to the requirements 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.
  
  
                                                    GTE Corporation
                                              .............................
                                                      (Registrant)
  
  
  
  Date:  August 13, 1997                    By   William M. Edwards, III
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                                                 William M. Edwards, III
                                              Vice President and Controller
  
  
  
  Date:  August 13, 1997                    By        Marianne Drost
                                              .............................
                                                      Marianne Drost
                                                        Secretary
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
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