<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 September 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, CT.          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 957,547,794 shares of $.05 par value common stock outstanding 
        (excluding 26,357,070 treasury shares) at October 31, 1997.
  
  <PAGE>
  <TABLE>
  
  PART I.  FINANCIAL INFORMATION
  
                               GTE CORPORATION AND SUBSIDIARIES
  
                          CONDENSED CONSOLIDATED STATEMENTS OF INCOME
  <CAPTION>
                                            Three Months Ended        Nine Months Ended  
                                               September 30             September 30   
                                            1997          1996       1997          1996 
                                                           (In Millions)
  <S>                                       <C>         <C>        <C>        <C>    
  REVENUES AND SALES
      Local services                         $1,647      $1,497     $ 4,865    $ 4,494
      Network access services                 1,271       1,168       3,683      3,461
      Toll services                             609         643       1,860      1,859
      Cellular services                         714         660       2,110      1,906
      Directory services                        407         386         965      1,008
      Other services and sales                1,292         990       3,430      2,860
  
        Total revenues and sales              5,940       5,344      16,913     15,588
  
  OPERATING COSTS AND EXPENSES
      Cost of services and sales              2,309       1,981       6,455      5,850
      Selling, general & administrative       1,156         969       3,298      2,885
      Depreciation and amortization             988         949       2,921      2,819
  
        Total costs and expenses              4,453       3,899      12,674     11,554
  
  OPERATING INCOME                            1,487       1,445       4,239      4,034
  
  OTHER (INCOME) EXPENSE
      Interest expense                          328         289         943        857
      Interest capitalized                      (11)         (7)        (33)       (28)
      Interest income                           (18)        (15)        (47)       (42)
      Other - net                               (12)        (26)         28          6
  
                                                287         241         891        793
  
  INCOME BEFORE INCOME TAXES                  1,200       1,204       3,348      3,241
  
      Income taxes                              444         448       1,256      1,227
  
  NET INCOME                                 $  756      $  756     $ 2,092    $ 2,014
  
  EARNINGS PER COMMON SHARE                   $ .79       $ .78      $ 2.18     $ 2.07
  
  DIVIDENDS DECLARED PER COMMON SHARE         $ .47       $ .47      $ 1.41     $ 1.41
  
  AVERAGE COMMON SHARES                         956         965         958        971
  
  
              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 third quarter and first nine months of 1997 
  was $756 million and $2.09 billion, or $.79 per share and $2.18 per share, 
  respectively, compared with $756 million and $2.01 billion, or $.78 per 
  share and $2.07 per share, in the third quarter and first nine months of 
  1996, respectively.  Results for the third quarter of 1997 include the 
  impact of the previously announced data initiatives.  Excluding the effects 
  of the data initiatives, third quarter 1997 earnings per share increased 10 
  percent over last year.  The results for the first nine 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 nine months of 1997 increased 
  11 percent over last year.
  
  Operating income for the third quarter and first nine months of 1997 was 
  $1.49 billion and $4.24 billion, respectively compared with $1.45 billion 
  and $4.03 billion in the third quarter and first nine months of 1996, 
  respectively.  These increases are due primarily to continued growth in 
  GTE's core wireline and wireless businesses, partially offset by higher 
  costs associated with new initiatives (including the data strategy), 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 initiatives, operating income for the third quarter and first 
  nine months of 1997 rose 10 percent and 8 percent to $1.59 billion and $4.37 
  billion, respectively.  GTE has reviewed and estimated its current and 
  planned expenditures to become Year 2000 compliant.  At present, those costs 
  are not expected to have a material effect on GTE's results of operations.  
  
  Consolidated revenues and sales for the third quarter of 1997 totaled $5.94 
  billion compared with $5.34 billion in the year-ago quarter.  The increase 
  is driven by the growth in customer lines and network usage, the number of 
  cellular customers served, and new and enhanced telecommunications services.  
  Consolidated revenues and sales for the first nine months of 1997 totaled 
  $16.91 billion compared with $15.59 billion in the same period last year.  
  Excluding revenues related to the new data initiatives, consolidated 
  revenues and sales for the third quarter and first nine months of 1997 grew 
  9 percent and 8 percent, respectively.
  
  For the third quarter of 1997, minutes of use of GTE's domestic 
  local-exchange network for long-distance calling grew at an annual rate of 
  15.8 percent, while total domestic access lines increased 8.2 percent over 
  last year to 21.1 million.  Internationally, GTE has an additional 6 million 
  access lines.
  
  Domestic cellular service revenues in the third quarter of 1997 totaled $641 
  million, a 6 percent increase over the same period last year.  During the 
  third quarter of 1997, GTE added 140,000 new domestic cellular customers 
  bringing total U.S. customers served to 4,286,000, an increase of 26 percent 
  over a year ago.  Customer growth at GTE's international cellular operations 
  increased significantly, bringing total cellular customers served worldwide 
  to over 5.3 million.  
                                        -2-
  <PAGE>
                          GTE CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  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 services over 7 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 nine months 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 nine months of 1997 totaled $4.33 billion 
  compared with $4.39 billion during the same period in 1996.
  
  Cash used in investing activities totaled $4.02 billion in the first nine 
  months of 1997 compared with $2.56 billion in the first nine months of 1996.  
  Acquisitions and investments for the first nine months of 1997, includes 
  approximately $625 million to acquire all 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 nine months of 1996 includes approximately $261 million from the 
  sales of PCS licenses.  
  
  Capital expenditures, for the first nine months of 1997, totaled $3.33 
  billion compared with $2.68 billion in the same period last year.  For the 
  full year 1997, capital expenditures are expected to be approximately $5.3 
  billion compared with $4.1 billion in 1996.  The majority of new investment 
  is being made 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 to 
  improve and expand GTE's mobile-cellular network.  
  
  Cash from financing activities for the first nine months of 1997 totaled 
  $165 million compared with cash used of $1.52 billion in the first nine 
  months of 1996.  During the first nine months of 1997, $1.35 billion 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.  
  
                                        -3-
  <PAGE>
                          GTE CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  On October 15, 1997, GTE proposed a merger with MCI Communications 
  Corporation ("MCI"), valued at approximately $28 billion.  As a result of 
  the proposed merger, Moody's downgraded GTE's bond rating from A3 to Baa1, 
  and all the rating agencies have placed GTE and its subsidiaries on "Credit 
  Watch" for possible rating reductions.  On November 10, 1997, MCI announced 
  that it had reached an agreement to merge with WorldCom, Inc. ("WorldCom").
  
  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 repurchase program announced in August 
  1996.  The share repurchase program has since been suspended.
  
  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 benefits of 
  an MTN program include lower rates than traditional debentures due to 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.
  
  GTE believes that its present investment grade credit rating and those of 
  its 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 September 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 
  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.  
  
                                    -4-
  <PAGE>
                       GTE CORPORATION AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  The Eighth Circuit also 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.  
  
  In October 1997, the Eighth Circuit, granting a petition for rehearing filed 
  by GTE and others, further ruled that the Act "does not permit a new entrant 
  to purchase the ILEC's assembled platform(s) of combined network elements 
  (or any lesser existing combination of two or more elements) in order to 
  offer competitive telecommunications services."  The FCC has announced plans 
  to seek Supreme Court review of the Eighth Circuit's rulings; it has until 
  January 12, 1998, to file a petition for certiorari.  
  
  In May 1997, the FCC issued orders on universal service and access charge 
  reform.  GTE has filed petitions for review of these FCC orders with the 
  U. S. Court of Appeals for the Tenth Circuit.  GTE anticipates that those 
  petitions will be decided in 1998.  
  
  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.  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 and 1998.  
  
  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 third 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, South Carolina, 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.  
  
                                    -5-
  <PAGE>
                       GTE CORPORATION AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  Additionally, GTE has made appropriate filings with the states and Federal 
  District Courts requesting that the Eighth Circuit's favorable rulings be 
  taken into consideration in connection with any future arbitration ruling or 
  complaint actions.  
  
  On October 15, 1997, GTE announced its proposal to acquire MCI in a 
  transaction valued at approximately $28 billion in cash or $40 per share.  
  On November 10, 1997, MCI announced that it had reached an agreement to 
  merge with WorldCom.  GTE is continuing to monitor the situation and may 
  reevaluate its position depending on a number of factors, including the 
  relative stock performance of both WorldCom and MCI, the financial and 
  operating results of MCI and the ongoing status of the regulatory approval 
  process, as well as other pertinent information.  
  
  In May 1997, GTE announced initiatives to become a leading national provider 
  of telecommunications services, including the acquisition of BBN Corporation 
  ("BBN"), 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 September 30, 1997, GTE had expended $625 million to complete the 
  acquisition of BBN, and made payments totaling approximately $138 million 
  toward the purchase of the network from Qwest.  
  
  In November 1997, GTE Internetworking, a subsidiary of GTE, announced that 
  it will acquire Genuity, Inc. ("Genuity"), a subsidiary of Bechtel 
  Enterprises.  Genuity is a value-added provider of distributed application 
  hosting solutions.  The acquisition will be completed through GTE 
  Internetworking's affiliate BBN, and is subject to closing conditions, 
  including the expiration of applicable waiting periods under the 
  Hart-Scott-Rodino Act.  GTE expects that the transaction will be completed 
  by year-end 1997.  
  
  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.  In connection with the above mentioned 
  proposal to acquire MCI, the relocation of GTE corporate headquarters was 
  placed on hold.  While the relocation of corporate headquarters remains on 
  hold, the consolidation of certain staff functions is expected to 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
  
  
  
                                                September 30,    December 31, 
                                                    1997             1996    
                                                        (In Millions)      
  
                 ASSETS
  
  CURRENT ASSETS:
     Cash and temporary investments               $   881        $   405
     Receivables, less allowances
       of $309 and $299 million                     4,736          4,482
     Inventories and supplies                         902            673
     Deferred income tax benefits                     101            200
     Other                                            337            273
       Total Current Assets                         6,957          6,033
  
  
  PROPERTY, PLANT AND EQUIPMENT, at cost           55,621         53,481
     Accumulated depreciation                     (32,340)       (30,579)
       Total Property, Plant and Equipment, net    23,281         22,902
  
  
  INVESTMENTS AND OTHER ASSETS:
     Employee benefit plans                         4,114          3,639
     Franchises, goodwill and other intangibles, 
       net of accumulated amortization of $552
       and $488 million                             3,020          2,507
     Investments in unconsolidated companies        2,248          2,035
     Other assets                                   1,421          1,306
       Total Investments and Other Assets          10,803          9,487
             Total Assets                         $41,041        $38,422
  
  
  
  
  
  
  
        The accompanying notes are an integral part of these statements.
  
  
  
  
  
  
  
  
                                        -7-
  <PAGE>
  
  
  
  
  
                        GTE CORPORATION AND SUBSIDIARIES
  
                     CONDENSED CONSOLIDATED BALANCE SHEETS
  
  
  
                                                 September 30,    December 31,
                                                     1997             1996    
                                                          (In Millions)      
  
     LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES:
     Short-term obligations, including
       current maturities                            $ 3,428          $ 2,497
     Accounts payable and accrued expenses             3,876            4,156
     Taxes payable                                       985              754
     Dividends payable                                   468              472
     Other                                               518              435
       Total Current Liabilities                       9,275            8,314
  
     Long-term debt                                   14,344           13,210
     Employee benefit plans                            4,753            4,688
     Deferred income taxes                             1,592            1,474
     Minority interests in equity of subsidiaries      2,250            2,316
     Other liabilities                                 1,107            1,084
       Total Liabilities                              33,321           31,086
  
  
  SHAREHOLDERS' EQUITY:
     Common stock - shares issued 983,382,226
       and 980,911,281                                    49               49
     Additional paid-in capital                        7,292            7,248
     Retained earnings                                 2,118            1,370
     Guaranteed ESOP obligations                        (556)            (575)
     Treasury stock - 27,017,709 and 17,813,275
       shares, at cost                                (1,183)            (756)
        Total Shareholders' Equity                     7,720            7,336
  
       Total Liabilities and Shareholders' Equity    $41,041          $38,422
  
  
  
  
  
  
          The accompanying notes are an integral part of these statements.
  
  
  
  
                                        -8-
  <PAGE>
  
  
                        GTE CORPORATION AND SUBSIDIARIES
  
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  
  
                                                            Nine Months Ended 
                                                               September 30   
                                                           1997           1996
                                                               (In Millions) 
  Operations
  
     Net income                                            $2,092      $2,014
     Adjustments to reconcile net income to net 
       cash from operations:
         Depreciation and amortization                      2,921       2,819
         Change in current assets and current
             liabilities, excluding the effects of
             acquisitions and dispositions                   (695)       (588)
         Deferred income taxes and other - net                 11         147
         Net cash from operations                           4,329       4,392
  
  Investing
     Capital expenditures                                  (3,330)     (2,679)
     Acquisitions and investments                            (686)       (252)
     Proceeds from sales of assets                             17         335
     Other - net                                              (19)         40
         Net cash used in investing                        (4,018)     (2,556)
  
  Financing
     Common stock issued                                      216         373
     Purchase of treasury stock                              (576)       (817)
     Long-term debt issued                                  2,268       1,656
     Long-term debt and preferred securities retired       (1,478)       (416)
     Dividends paid                                        (1,352)     (1,372)
     Increase (decrease) in short-term obligations,
       excluding current maturities                         1,113      (1,012)
     Other - net                                              (26)         72
         Net cash (used in) from financing                    165      (1,516)
  
  Increase in cash and temporary 
     investments                                              476         320
  
  Cash and temporary investments:
     Beginning of period                                      405         332
     End of period                                         $  881      $  652
  
     Cash paid during the period for:
       Interest                                            $  848      $717
       Income taxes                                           907       916
  
  
           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 standardize 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.
  
       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.
  
                                           -10-
  <PAGE>
  
  
                          GTE CORPORATION AND SUBSIDIARIES
  
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
  
  
       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 September 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.
  
                  (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 August 15, 1997, 
                  under Item 5, "Other Events", and Item 7, "Financial
                  Statements and Exhibits."  No financial information was
                  filed with this 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:  November 14, 1997                   By    William M. Edwards, III
                                             .............................
                                                   William M. Edwards, III
                                               Vice President and Controller
  
  
  Date:  November 14, 1997                   By      Marianne Drost
                                             .............................
                                                     Marianne Drost
                                                       Secretary
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                           -13-
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