<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 March 31, 1998
                                             ..............
  
                                         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 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      .
  
      GTE had 962,582,201 shares of $.05 par value common stock outstanding 
      (excluding 24,650,299 treasury shares) at April 30, 1998.
  
  <PAGE>
  PART I.  FINANCIAL INFORMATION
  
                      GTE CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
  
                                                    Three Months Ended
                                                         March 31     
                                                     1998        1997
                                                       (In Millions)
  REVENUES AND SALES
     Local services                                 $1,730       $1,605
     Network access services                         1,326        1,152
     Toll services                                     591          643
     Wireless services                                 718          677
     Directory services                                195          186
     Other services and sales                        1,325        1,018
  
        Total revenues and sales                     5,885        5,281
  
  OPERATING COSTS AND EXPENSES
     Cost of services and sales                      2,498        1,952
     Selling, general & administrative               1,071        1,027
     Depreciation and amortization                     969          956
     Special charges                                   755          -  
  
        Total costs and expenses                     5,293        3,935
  
  OPERATING INCOME                                     592        1,346
  
  OTHER (INCOME) EXPENSE
     Interest expense                                  326          303
     Interest capitalized                              (10)         (13)
     Interest income                                   (27)         (15)
     Other - net                                        23           20
  
                                                       312          295
  
  Income before income taxes                           280        1,051
  
     Income taxes                                      138          386
  
  INCOME BEFORE EXTRAORDINARY CHARGES                  142          665
     Extraordinary charges                            (320)         -  
  
     NET INCOME (LOSS)                              $ (178)      $  665
  
  BASIC EARNINGS (LOSS) PER COMMON SHARE:
     Before extraordinary charges                   $  .15       $  .69
     Extraordinary charges                            (.33)         -  
  
  NET INCOME (LOSS)                                 $ (.18)      $  .69
  
  DILUTED EARNINGS (LOSS) PER COMMON SHARE:
     Before extraordinary charges                   $  .15       $  .69
     Extraordinary charges                            (.33)         -  
  
  NET INCOME (LOSS)                                 $ (.18)      $  .69
  
  AVERAGE COMMON SHARES OUTSTANDING:
     Basic                                             959          960
     Diluted                                           968          964
  
     The accompanying notes are an integral part of these statements.
                                       -1-
  <PAGE>
                         GTE CORPORATION AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  RESULTS OF OPERATIONS
  
  Consolidated net loss for the first quarter of 1998 was $178 million, or 
  $(.18) per share, compared with consolidated net income of $665 million, or 
  $.69 per share in the first quarter of last year.  The results for the first 
  quarter of 1998 include after-tax special charges of $482 million, or $.50 
  per share, related to cost reductions, the write-down of Hybrid Fiber Coax 
  ("HFC") test market technologies in GTE's video business, a reserve for the 
  disposition of GTE Airfone ("Airfone") assets, and other items.  In 
  addition, the 1998 quarterly results reflect a non-cash extraordinary charge 
  of $300 million, or $.31 per share, to discontinue the use of regulatory 
  accounting principles at GTE's Canadian telephone operations and a one-time 
  $20 million, or $.02 per share, after-tax charge for the redemption of 
  high-coupon debt and preferred stock.  During the first quarter of 1998, 
  costs associated with GTE's new data initiatives reduced net income by $109 
  million, or $.11 per share.  Excluding these costs, the costs associated 
  with the special charges and the extraordinary charges previously described, 
  net income for the first quarter of 1998 would have been $733 million, or 
  $.76 per share, an increase of 10.2 percent and 10.1 percent, respectively.
  
  Operating income was $592 million, compared with $1.35 billion reported in 
  the first quarter of last year, reflecting the pre-tax special charge of 
  $755 million and costs associated with the data initiatives of $142 million.  
  Excluding these items, operating income for the first quarter of 1998 
  reached $1.49 billion, an 11 percent increase over the year-ago quarter. 
  
  Consolidated revenues and sales for the first quarter of 1998 increased 11 
  percent to $5.88 billion, compared to $5.28 billion in the first quarter of 
  last year.  This increase primarily resulted from continued growth in core 
  domestic wireline, as well as improvement in data and long-distance results 
  and international Canadian operations and wireless services.
  
  For the first quarter of 1998, minutes of use of GTE's domestic 
  local-exchange network for long-distance calling grew at an annual rate of 
  14.1 percent, while total domestic access lines increased 8.1 percent to 
  21.9 million.  Internationally, GTE serves 6.2 million access lines, an 
  increase of 6.5 percent over the first quarter of 1997.  
  
  Domestic wireless service revenues in the first quarter of 1998 totaled $650 
  million, a 5 percent increase over the same period last year.  Revenue 
  growth is driven by customer additions and increasing revenue from existing 
  customers through continuous emphasis on customer service levels to improve 
  retention and from new products and services.  U.S. wireless customers 
  served grew to 4,545,000 an increase of 13 percent over a year ago.  
  Customer growth at GTE's international operations increased significantly, 
  bringing total wireless customers served worldwide to 6.3 million.
  
  GTE is one of the world's largest telecommunications companies and a leading 
  provider of integrated telecommunications services.  In the United States, 
  GTE provides local service in 28 states and wireless service in 17 states; 
  nationwide long-distance service and internetworking services ranging from 
  dial-up Internet access for residential and small business consumers to 
  Web-based applications for Fortune 500 companies; as well as video service 
  in selected markets.  Outside the United States, GTE serves over 7 million 
  telecommunications customers.  GTE is also a leader in government and 
  defense communications systems and equipment, directories and 
  telecommunications-based information services, and aircraft-passenger 
  telecommunications.
  
                                      -2-
  <PAGE>
                          GTE CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  CAPITAL RESOURCES AND LIQUIDITY
  
  Cash from operations for the first three months of 1998 totaled $1.33 
  billion compared to $1.69 billion for the first quarter of 1997.  The 
  decrease in cash from operations is primarily due to an increase in working 
  capital requirements.  
  
  Cash used in investing activities for the first three months of 1998 totaled 
  $1.06 billion, compared with $857 million in the first quarter of 1997.  
  Capital expenditures for the first quarter of 1998 totaled $1.08 billion 
  compared with $800 million in the same period last year.  For the full year 
  1998, capital expenditures are expected to be approximately equal to 1997.  
  The majority of new investment is being made to meet the demands of growth, 
  modernize facilities and position GTE as a provider of high-quality voice, 
  data and video telecommunications services.  Significant investments are 
  also being made to build and expand GTE's data network.
  
  Cash provided from financing activities for the first three months of 1998 
  totaled $18 million, compared with cash used of $297 million in the same 
  period last year.  During the first quarter of 1998, dividend payments 
  totaled $451 million.  In addition, financing activities during the first 
  quarter of 1998 included a $386 million net increase in long and short-term 
  borrowings, as well as other net items.  In April 1998, GTE issued $2.1 
  billion of debentures, which was used to reduce short-term debt obligations.  
  The transaction consisted of four tranches with maturities ranging from 8 to 
  30 years.  This long-term debt offering was the largest in GTE's history.  
  
  In its April 2, 1998 filing on Form 8-K, GTE stated that because the MCI 
  shareholders had accepted a competing offer, GTE's offer for MCI was no 
  longer outstanding.  As a result, GTE and its subsidiaries were removed from 
  "Credit Watch" by all the rating agencies.  GTE believes that its present 
  investment grade credit rating and those of its subsidiaries provides 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 March 31, 1998, GTE had $6.4 billion of unused bank lines of 
  credit available to back up commercial paper borrowings and for working 
  capital requirements.
  
  
  RECENT DEVELOPMENTS
  
  In May 1998, GTE filed a private antitrust lawsuit in federal court to block 
  the proposed $38 billion merger of WorldCom and MCI to ensure the combined 
  mega-company will not have the ability to monopolize the Internet or 
  significantly endanger competition in long distance telephone markets.  
  
  The suit, which was filed in U.S. federal district court in Washington, 
  D.C., asserts that the merger of WorldCom-MCI, the number one and number two 
  backbone providers, will allow the combined company to monopolize the market 
  for Internet backbone services.  GTE said in its suit that the combined 
  company would own 40-60 percent of the critical Internet "backbone" network 
  that transmits and routes data for consumer and Internet service providers.  
  
  The suit also cites the significantly diminished competition in the retail 
  long distance market that would be created by merging the second- and 
  fourth-largest long distance telephone companies.  Combining WorldCom-MCI 
  
  
                                     -3-
  <PAGE>
                          GTE CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  removes the key supplier from the wholesale long distance market, i.e., 
  WorldCom, and lessens competition for long distance resellers, like GTE, 
  that compete with AT&T, MCI, and Sprint.  
  
  In April 1998, GTE announced a series of actions designed to further sharpen 
  its strategic focus and improve its competitive position by repositioning 
  non-strategic properties and reducing costs.  GTE expects to generate 
  after-tax proceeds of $2-$3 billion by selling non-strategic or 
  under-performing operations, and plans to reduce annual costs by more than 
  $500 million through improved efficiencies and productivity while it 
  continues to invest in new high-growth opportunities.  For more information 
  regarding these announcements, please refer to the Forms 8-K filed by GTE, 
  dated April 2, 1998 and April 14, 1998.  
  
  GTE's Year 2000 Program, as described in it's 1997 Annual Report on 
  Form 10-K, continues.  As of March 31, 1998, expenditures totaled $98 
  million.  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                     -4-
  <PAGE>
  
  
  
                          GTE CORPORATION AND SUBSIDIARIES
  
                       CONDENSED CONSOLIDATED BALANCE SHEETS
  
  
  
                                                    March 31,     December 31,
                                                      1998            1997   
                                                         (In Millions)      
  
                 ASSETS
  
  CURRENT ASSETS:
     Cash and cash equivalents                       $   847      $   551
     Receivables, less allowances
       of $333 million                                 4,718        4,782
     Inventories and supplies                            884          846
     Deferred income tax benefits                         65           51
     Other                                               480          307
       Total Current Assets                            6,994        6,537
  
  
  PROPERTY, PLANT AND EQUIPMENT, at cost              57,049       56,490
       Accumulated depreciation                      (34,042)     (32,410)
  
  
       Total Property, Plant and Equipment, net       23,007       24,080
  
  
  INVESTMENTS AND OTHER ASSETS:
     Prepaid pension costs                             4,501        4,361
     Franchises, goodwill and other intangibles,
        net of accumulated amortization of
           $726 and $677 million                       3,174        3,232
     Investments in unconsolidated companies           2,405        2,335
     Other assets                                      1,497        1,597
       Total Investments and Other Assets             11,577       11,525
  
  
       Total Assets                                  $41,578      $42,142
  
  
  
  
  
  
  
  
  
  
  
  
  
  
           The accompanying notes are an integral part of these statements.
  
  
  
                                        -5-
  <PAGE>
  
  
  
                          GTE CORPORATION AND SUBSIDIARIES
  
                       CONDENSED CONSOLIDATED BALANCE SHEETS
  
  
                                                    March 31,     December 31,
                                                      1998            1997   
                                                         (In Millions)
  
       LIABILITIES AND SHAREHOLDERS' EQUITY
  
  
  CURRENT LIABILITIES:
     Short-term obligations, including
       current maturities                             $ 4,192       $ 3,398
     Accounts payable and accrued expenses              4,746         4,672
     Taxes payable                                        880           771
     Dividends payable                                    468           466
     Other                                                553           534
       Total Current Liabilities                       10,839         9,841
  
     Long-term debt                                    14,114        14,494
     Employee benefit plans                             4,802         4,756
     Deferred income taxes                              1,250         1,782
     Minority interests in equity of subsidiaries       1,987         2,253
     Other liabilities                                  1,009           978
       Total Liabilities                               34,001        34,104
  
  
  SHAREHOLDERS' EQUITY:
     Common stock - shares issued 986,080,818
        and 984,252,887                                    49            49
     Additional paid-in capital                         7,648         7,560
     Retained earnings                                  1,746         2,372
     Accumulated other comprehensive income              (224)         (243)
     Guaranteed ESOP obligations                         (540)         (550)
     Treasury stock- 25,168,460 and
       26,253,088 shares, at cost                      (1,102)       (1,150)
       Total Shareholders' Equity                       7,577         8,038
  
  
       Total Liabilities and Shareholders' Equity     $41,578       $42,142
  
  
  
  
  
  
  
  
  
  
  
          The accompanying notes are an integral part of these statements.
  
  
  
  
                                       -6-
  <PAGE>
  
  
  
                          GTE CORPORATION AND SUBSIDIARIES
  
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  
                                                           Three Months Ended
                                                                March 31     
                                                          1998           1997
                                                             (In Millions)
  Operations
     Income before extraordinary charges               $   142        $  665
  
     Adjustments to reconcile income before 
       extraordinary charges to net cash 
          from operations:
            Depreciation and amortization                  969           956
            Special charges                                755            -
            Change in current assets and current   
              liabilities, excluding the effects of
              acquisitions and dispositions               (437)           (6)
            Deferred income taxes and other - net          (96)           76
            Net cash from operations                     1,333         1,691
  
  Investing
     Capital expenditures                               (1,079)         (800)
     Other - net                                            24           (57)
          Net cash used in investing                    (1,055)         (857)
  
  Financing
     Common stock issued                                   137           107
     Purchase of treasury stock                             -           (402)
     Long-term debt issued                                 846           613
     Long-term debt and preferred securities retired    (1,711)          (88)
     Dividends paid                                       (451)         (452)
     Increase (decrease) in short-term obligations,
        excluding current maturities                     1,251           (66)
     Other - net                                           (54)           (9)
          Net cash provided from (used in) financing        18          (297)
  
  Increase in cash and cash equivalents                    296           537
  
  Cash and cash equivalents:
     Beginning of period                                   551           405
     End of period                                      $  847        $  942
  
     Cash paid during the period for:
       Interest                                         $  298        $  203
       Income taxes                                         93           125
  
  
  
  
  
          The accompanying notes are an integral part of these statements.
  
  
  
  
                                      -7-
  <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,
       which consist 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 1997 Annual Report on Form 10-K.
  
       Reclassifications of prior-year data have been made, where appropriate,
       to conform to the 1998 presentation.  
  
  
  (2)  EXTRAORDINARY AND SPECIAL CHARGES:
  
       During the first quarter of 1998 GTE recorded special charges of $755
       million pre-tax, which reduced net income by $482 million, or $.50 per
       share.  The special charges are related to cost reductions, the write-
       down of HFC test market technologies in GTE's video business, a reserve
       for the disposition of Airfone assets, and other items.  In addition,
       first quarter 1998 results include after-tax extraordinary charges
       totaling $320 million, or $.33 per share, reflecting the discontinuance
       of regulatory accounting at GTE's Canadian telephone operations, and
       the redemption of high-coupon debt and preferred stock.  
  
  
  (3)  COMPREHENSIVE INCOME:
  
       Effective January 1, 1998, GTE adopted Statement of Financial
       Accounting Standards No. 130, "Reporting Comprehensive Income" 
       ("FAS 130").  Comprehensive income includes both net income and other
       comprehensive income.  In accordance with the disclosure requirements
       of FAS 130, other comprehensive income (loss) for the three months
       ended March 31, 1998 and 1997 was $19 million and $(48) million,
       respectively.  Included in other comprehensive income are unrealized
       gains (losses) on marketable securities and foreign currency tranlation
       gains (losses).  
  
  
  (4)  RECENT ACCOUNTING PRONOUNCEMENT:
  
       In March 1998, the American Institute of Certified Public Accountants
       issued Statement of Position 98-1, "Accounting for the Costs of
       Computer Software Developed or Obtained for Internal Use ("SOP 98-1").
       SOP 98-1 defines internal-use software and establishes accounting
       standards for the costs of such software.  GTE is currently assessing
       the impact of adopting SOP 98-1.  
  
  
  
                                      -8-
  <PAGE>
  PART II.  OTHER INFORMATION
  
  
  Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
           (a)  Annual Meeting - April 15, 1998.
  
           (b)  Proxies for the meeting were solicited pursuant to Regulation
                14A.  There was no solicitation in opposition to management's
                nominees as listed in the proxy statement.  All of
                management's nominees as listed in the proxy statement were
                elected, the vote on said proposal being as follows:
  
                                                 Shares Voted
  
                  Directors            Shares For             Shares Withheld
  
               Class II Director:
                 Robert D. Storey       800,620,200               18,639,230
               Class III Directors:
                 Edwin L. Artzt         800,745,817               18,513,613
                 Kent B. Foster         800,929,339               18,330,091
                 Sandra O. Moose        800,901,085               18,358,345
                 Russell E. Palmer      801,144,182               18,115,248
  
           (c)  Other matters voted upon:
  
  
            Proposal to Ratify the Appointment of Auditors
  
            Shareholders ratified the appointment of Arthur Andersen LLP to 
            conduct the annual audit of the financial statements of GTE 
            Corporation and its subsidiary companies for the year ending 
            December 31, 1998.  The vote was:
  
            FOR - 807,647,843 shares, or 99.25 percent of the shares voted.
  
            AGAINST - 6,106,203 shares, or .75 percent of the shares voted.
  
            ABSTENTIONS - 5,505,384 shares.
  
  
           Proposal that the Board of Directors Provide a Comprehensive Report
           on Foreign Military Sales
  
           Shareholders voted against a shareholder proposal to require the
           Board of Directors to provide a comprehensive report on GTE's 
           foreign military sales.  The vote was:
  
           FOR - 132,759,123 shares, or 20.51 percent of the shares voted.
  
           AGAINST - 514,615,588 shares, or 79.49 percent of the shares voted.
  
           ABSTENTIONS - 43,064,303 shares.
  
           BROKERS NON-VOTES - 128,820,416 shares.
  
  
  
  
  
                                      -9-
  <PAGE>
  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 April 2, 1998 under
                Item 5, "Other Events", and Item 7, "Financial Statements and 
                Exhibits."  No financial information was included with this
                report.  GTE also filed a report on Form 8-K dated
                April 14, 1998 under Item 7, "Financial Statements and
                Exhibits."  No financial information was included with this
                report.  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      -10-
  <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:  May 12, 1998                             By    Paul R. Shuell
                                                 .............................
                                                        Paul R. Shuell    
                                                 Vice President and Controller
  
  
  
  
  Date:  May 12, 1998                             By      Marianne Drost
                                                 .............................
                                                          Marianne Drost  
                                                            Secretary
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        -11-
  <PAGE>