Rule 424(b)(3)
File Nos. 33-
63145
and 33-40247
[LOGO]
GTE CORPORATION
DEBT SECURITIES
______________
GTE Corporation ("GTE") intends to offer from time to time
up to $1,500,000,000 aggregate principal amount of its debt
securities (the "Securities") in one or more series at prices and
on terms to be determined at the time or times of sale. The
aggregate principal amount, authorized denominations, rate and
time of payment of interest, maturity, initial public offering
price, if any, redemption provisions, the currency or composite
currency (if other than United States dollars) in which principal
or premium, if any, and interest on the Securities will be
payable and other specific terms, of each series of Securities
will be set forth in an accompanying prospectus supplement
("Prospectus Supplement").
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
GTE may sell the Securities through underwriters, dealers or
agents, or directly to one or more institutional purchasers. A
Prospectus Supplement will set forth the names of underwriters,
if any, any applicable commissions or discounts, the price of the
Securities and the net proceeds to GTE from any such sale or
sales.
______________
The date of this Prospectus is January 21, 1997.
STATEMENT OF AVAILABLE INFORMATION
GTE is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission ("SEC").
These reports, proxy statements and other information can be
inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, as well as at the following Regional
Offices: Seven World Trade Center, New York, New York 10048 and
500 West Madison Street, Chicago, Illinois 60661. Copies of
such material can be obtained from the public reference section
of the SEC at its prescribed rates and can also be inspected at
the New York, Chicago and Pacific Stock Exchanges on which
securities of GTE are listed. In addition, the SEC maintains a
Web site that contains reports, proxy and information statements
and other information regarding registrants that file
electronically with the SEC. The address of this site is
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by
reference:
1. The Annual Report on Form 10-K of GTE for the year
ended December 31, 1995;
2. The Quarterly Reports on Form 10-Q of GTE for the
quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996; and
3. The Current Reports on Form 8-K of GTE dated
January 26, 1996, February 15, 1996, September 19, 1996,
November 15, 1996 and January 21, 1997.
All documents filed by GTE pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Securities
hereunder shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing of such
documents.
GTE hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on
the written or oral request of any such person, including any
beneficial owner, a copy of any or all of the documents referred
to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents
unless such exhibits are specifically incorporated by reference
into the information that the Prospectus incorporates. Requests
for such copies should be directed to Mr. R. J. Tuccillo,
Assistant Secretary of GTE, at One Stamford Forum, Stamford, CT
06904. Mr. Tuccillo's telephone number is (203) 965-2942.
Unless otherwise indicated, currency amounts in this
Prospectus and the Prospectus Supplement are stated in United
States dollars ("$" or "U.S. $").
GTE CORPORATION
GTE was incorporated under the laws of the State of New York
on February 25, 1935 and has its principal executive offices at
One Stamford Forum, Stamford, Connecticut 06904, telephone (203)
965-2000.
GTE is one of the largest publicly-held telecommunications
companies in the world. It is also the largest U.S.-based local
telephone company and a leading cellular-service provider, with
wireline and wireless operations in markets encompassing about a
third of the country's population. Outside the
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United States, where GTE has operated for more than 40 years, GTE
serves over 6 million wireline and wireless customers. GTE is
also a leader in government and defense communications systems
and equipment, aircraft passenger telecommunications, directories
and telecommunication-based information services and systems.
USE OF PROCEEDS
The net proceeds from the sale of the Securities, exclusive
of accrued interest, will be used toward (1) the repayment of
short-term debt, which at November 30, 1996 was approximately
$1,546,000,000 at an average annual interest cost of 5.95%, (2)
further investment in, or advances to, subsidiaries in connection
with the financing of their operations and (3) general corporate
purposes.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Nine Months
Ended Years Ended December 31,
September 30, 1996 1995 1994 1993(b)
1992 1991
__________________
__________________________________
<S> <C> <C> <C> <C> <C> <C>
Consolidated Ratios of
Earnings to Fixed
Charges (Unaudited)(a) 4.23 4.00 4.18 2.07 2.66 2.22
</TABLE>
________________
(a) For purposes of computing the consolidated ratios,
earnings consist of income from continuing operations
before income taxes and fixed charges. Fixed charges
consist of interest expense, preferred stock dividends
of subsidiaries, the additional income requirement to
cover preferred dividends of subsidiaries, and the
portion of rent expense representing interest. Amounts
applicable to entities that are at least 50%-owned have
been added to both earnings and fixed charges, and
amounts applicable to minority interests have been
deducted from both earnings and fixed charges.
(b) Excluding from 1993 the effect of a $1.8 billion
pre-tax one-time restructuring charge, the cost of
voluntary separation programs and the gain on the sale
of non-strategic telephone properties, the consolidated
ratio of earnings to fixed charges would have been 3.31.
THE SECURITIES
The Securities are to be issued as one or more series under
an Indenture dated as of December 1, 1996 (the "Indenture")
between GTE and The Bank of New York, as trustee (the "Trustee").
The following summary does not purport to be complete and is
subject in all respects to the provisions of, and is qualified in
its entirety by express reference to, the cited Articles and
Sections of the Indenture, which is filed as an exhibit to the
Registration Statement pertaining to the Securities and the
documents incorporated therein by reference.
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Form and Exchange
The Securities are issuable in one or more series pursuant
to an indenture supplemental to the Indenture or a resolution of
GTE's Board of
Directors or a special committee thereof. Securities of each
series will be issuable in registered form, and, except as
otherwise provided for in a Prospectus Supplement, only in
denominations of $1,000 and multiples thereof and will be
exchangeable for Securities of the same series of other
denominations of a like aggregate principle amount, without
service charge except for reimbursement of taxes, if any.
(ARTICLE TWO)
Maturity, Interest and Payment
Information concerning the maturity, interest rate and
payment dates of each series of the Securities will be contained
in a Prospectus Supplement relating to that series of Securities.
Redemption Provisions, Sinking Fund and Defeasance
Each series of the Securities will be redeemable upon not
less than 30 days' notice at the redemption prices and subject to
the conditions that will be set forth in a supplemental indenture
or board resolution and in a Prospectus Supplement relating to
that series of Securities. (ARTICLE THREE) If a sinking fund is
established with respect to any series of the Securities, a
description of the terms of such sinking fund will be set forth
in the supplemental indenture or board resolution and in a
Prospectus Supplement relating to that series of Securities. The
Indenture provides that each series of the Securities is subject
to defeasance. (ARTICLE ELEVEN)
Restrictions
The Securities will not be secured. The Indenture provides,
however, that if GTE shall at any time mortgage or pledge any of
its property, GTE will secure the Securities, equally and ratably
with the other indebtedness or obligations secured by each
mortgage or pledge, so long as such other indebtedness or
obligations shall be so secured. There are certain exceptions to
the foregoing, among them that the Securities need not be secured
in the case of purchase money mortgages or conditional sales
agreements, or mortgages existing at time of purchase, on
property acquired after the date of the Indenture, certain
deposits or pledges to secure the performance of bids, tenders,
contracts or leases or in connection with worker's compensation
and similar matters, mechanics' and similar liens in the ordinary
course of business, and subordination of GTE's rights with
respect to indebtedness owed to GTE by a subsidiary. (SECTION
4.05)
The Indenture does not limit the amount of debt securities
which may be issued or the amount of debt which may be incurred
by GTE. (SECTION 2.01)
Unless otherwise indicated in a Prospectus Supplement, the
covenants described above would not necessarily afford the
holders of Securities protection in the event of a highly
leveraged transaction involving GTE.
Book-Entry, Delivery and Form
If a Prospectus Supplement specifies that the Securities of
a series are to be issued in the form of one or more registered
global certificates (for each series, collectively, a "Global
Security"), unless otherwise specified in such Prospectus
Supplement, the Global Security will be deposited with, or on
behalf of, The Depository Trust Company (the "Depository") and
registered in the name of the Depository's nominee. Except as
set forth below, the Global Security may be transferred, in whole
and not in part, only to another nominee of the Depository or to
a successor of the Depository or its nominee.
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The Depository has advised as follows: It is a limited-
purpose trust company which was created to hold securities for
its participants and to facilitate the clearance and settlement
of securities transactions between participants in such
securities through electronic book-entry changes in accounts of
its participants. Participants include securities brokers and
dealers (including the underwriters or dealers named in the
Prospectus Supplement relating to the Securities), banks and
trust companies, clearing corporations and certain other
organizations. Access to the Depository's system is also
available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship
with a participant, either directly or indirectly ("indirect
participants"). Persons who are not participants may
beneficially own securities held by the Depository only through
participants or indirect participants.
The Depository has advised that pursuant to procedures
established by it (i) upon issuance of the Securities by GTE, the
Depository will credit the accounts of the participants
designated by the underwriters or dealers with the principal
amounts of the Securities purchased by the underwriters or
dealers, and (ii) ownership of beneficial interests in the Global
Security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by the
Depository (with respect to participants' interests), the
participants and indirect participants (with respect to the
owners of beneficial interests in the Global Security). The laws
of some states require that certain persons take physical
delivery in definitive form of securities which they own.
Consequently, the ability to transfer beneficial interests in the
Global Security is limited to such extent.
So long as the Depository's nominee is the registered owner
of the Global Security, such nominee for all purposes will be
considered the sole owner or holder of the Securities. Except as
provided below, owners of beneficial interests in the Global
Security will not be entitled to have any of the Securities
registered in their names and will not receive or be entitled to
receive physical delivery of the Securities in definitive form.
Neither GTE, the Trustee, any paying agent of GTE nor the
Depository will have any responsibility or liability for any
aspect of the records relating to or payments made on account of
beneficial ownership interests in the Global Security, or for
maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Principal and interest payments on the Securities registered
in the name of the Depository's nominee will be made to the
Depository's nominee as the registered owner of the Global
Security. GTE and the Trustee will treat the persons in whose
names the Securities are registered as the owners of such
Securities for the purpose of receiving payment of principal and
interest on the Securities and for all other purposes whatsoever.
Therefore, neither GTE, the Trustee nor any paying agent of GTE
will have any direct responsibility or liability for the payment
of principal and interest on the Securities to owners of
beneficial interests in the Global Security. The Depository has
advised GTE and the Trustee that its present practice is, upon
receipt of any payment of principal or interest, to immediately
credit the accounts of the participants with such payment in
amounts proportionate to their respective holdings in principal
amount of beneficial interests in the Global Security as shown in
the records of the Depository. Payments by participants and
indirect participants to owners of beneficial interests in the
Global Security will be governed by standing instructions and
customary practices, as is now the case with securities held for
the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of the participants or
indirect participants.
If the Depository is at any time unwilling or unable to
continue as depository with respect to an outstanding series of
Securities or if at any
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time the Depository shall no longer be registered or in good
standing under the Exchange Act or other applicable statute and a
successor depository is not appointed by GTE within 90 days, GTE
will issue Securities in definitive form in exchange for the
Global Security. In addition, GTE may at any time determine not
to have an outstanding series of Securities represented by a
Global Security. In either instance, an owner of a beneficial
interest in the Global Security will be entitled to have
Securities equal in principal amount to such beneficial interest
registered in its name and will be entitled to physical delivery
of such Securities in definitive form. Securities so issued in
definitive form will be issued in denominations of U.S. $1,000
and integral multiples thereof and will be issued in registered
form only, without coupons.
Modification of Indenture
The Indenture contains provisions permitting GTE and the
Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the Securities of any
series at the time outstanding and affected by such modification,
to modify the Indenture or any supplemental indenture affecting
that series of Securities or the rights of the holders of that
series of Securities; provided that no such modification shall
(i) extend the fixed maturity of any Security, or reduce the
principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon, or reduce any premium payable
upon the redemption thereof, without the consent of the holder of
each Security so affected, or (ii) reduce the aforesaid
percentage of Securities, the holders of which are required to
consent to any such supplemental indenture, without the consent
of each holder of Securities then outstanding and affected
thereby. (SECTION 9.02)
In addition, GTE and the Trustee may execute, without the
consent of any holder of Securities, any supplemental indenture
for certain other usual purposes including the creation of any
new series of the Securities. (SECTIONS 2.01, 9.01 and 10.01)
Events of Default and Notice Thereof
The Indenture provides that the following described events
constitute "Events of Default" with respect to each series of the
Securities issued thereunder: (a) failure for 30 business days
to pay interest on the Securities of that series when due; (b)
failure to pay principal or premium, if any, on the Securities of
that series when due, whether at maturity, upon redemption, by
declaration or otherwise, or to make any sinking fund payment
with respect to that series; (c) failure to observe or perform
any other covenant (other than those specifically relating to
another series) in the Indenture for 90 days after notice with
respect thereto; or (d) certain events in bankruptcy, insolvency
or reorganization. (SECTION 6.01)
The holders of a majority in aggregate outstanding principal
amount of any series of Securities have the right to direct the
time, method and place of conducting any proceeding for any
remedy available to the Trustee for that series. (SECTION 6.06)
The Trustee or the holders of not less than 25% in aggregate
outstanding principal amount of any particular series of
Securities may declare the principal due and payable immediately
upon an Event of Default with respect to such series, but the
holders of a majority in aggregate outstanding principal amount
of such series may annul such declaration and waive the default
if the default has been cured and a sum sufficient to pay all
matured installments of interest and principal and any premium
has been deposited with the Trustee. (SECTION 6.01)
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The holders of a majority in aggregate outstanding principal
amount of any series of the Securities may, on behalf of the
holders of all the Securities of such series, waive any past
default except a default in the payment of principal, premium, if
any, or interest. (SECTION 6.06) GTE is required to file
annually with the Trustee a certificate as to whether or not GTE
is in compliance with all the conditions and covenants under the
Indenture. (SECTION 5.03(d))
Concerning the Trustee
The Trustee, prior to an Event of Default, undertakes to
perform only such duties as are specifically set forth in the
Indenture and, after the occurrence of an Event of Default, shall
exercise the same degree of care as a prudent individual would
exercise in the conduct of his or her own affairs. (SECTION
7.01) Subject to such provisions, the Trustee is under no
obligation to exercise any of the powers vested in it by the
Indenture at the request of any holder of Securities, unless
offered reasonable indemnity by such security holder against the
costs, expenses and liabilities which might be incurred thereby.
(SECTION 7.02) The Trustee is not required to expend or risk its
own funds or incur personal financial liability in the
performance of its duties if the Trustee reasonably believes that
repayment or adequate indemnity is not reasonably assured to it.
(SECTION 7.01)
GTE maintains a deposit account and banking relationship
with the Trustee. The Trustee serves as trustee under other
indentures pursuant to which unsecured debt securities of GTE are
outstanding.
EXPERTS
The consolidated financial statements included in GTE's
Annual Report on Form 10-K for the year ended December 31, 1995,
which is incorporated by reference in this Prospectus, have been
audited by Arthur Andersen LLP, independent public accountants,
as indicated in their report with respect thereto, and are
incorporated herein in reliance upon the authority of said firm
as experts in giving said report. Reference is made to said
report on financial statements of GTE, which includes an
explanatory paragraph with respect to the discontinuance of the
application of the provisions of Statement of Financial
Accounting Standards No. 71 "Accounting for the Effects of
Certain Types of Regulation" in 1995, as discussed in Note 2 to
the consolidated financial statements.
CERTAIN LEGAL MATTERS
The validity of the Securities will be passed upon for GTE
by William P. Barr, Esq., its Senior Vice President and General
Counsel. Certain legal matters in connection with the Securities
will be passed upon for the purchasers or underwriters by
Milbank, Tweed, Hadley & McCloy, New York, New York. As of
January 15, 1997, Mr. Barr was the beneficial owner of
approximately 2,883 shares of GTE Common Stock and had options to
purchase an aggregate of 45,866 shares of GTE Common Stock.
PLAN OF DISTRIBUTION
GTE may sell any series of Securities in one or more of the
following ways: (i) to underwriters for resale to the public or
to institutional investors; (ii) directly to institutional
investors; or (iii) through GTE agents to the public or to
institutional investors. The Prospectus Supplement with respect
to each series of Securities will set forth the terms of the
offering of such Securities, including the name or names of any
underwriters or agents, the purchase price of such Securities and
the proceeds to GTE from
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such sale, any underwriting discounts or agency fees and other
items constituting underwriters' or agents' compensation, any
initial public offering price, any discounts or concessions
allowed or reallowed or paid to dealers and any securities
exchanges on which such Securities may be listed.
If underwriters are used in the sale, such Securities will
be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale.
Unless otherwise set forth in the Prospectus Supplement, the
obligations of the underwriters to purchase any series of
Securities will be subject to certain conditions precedent and
the underwriters will be obligated to purchase all of such series
of Securities if any are purchased. In the event of a default of
one or more of the underwriters involving not more than 10% of
the aggregate principal amount of the Securities offered for
sale, the non-defaulting underwriters would be required to
purchase the Securities agreed to be purchased by such defaulting
underwriter or underwriters. In the event of a default in excess
of 10% of the aggregate principal amount of the Securities, GTE
may, at its option, sell less than all the Securities offered.
Underwriters and agents may be entitled under agreements
entered into with GTE to indemnification by GTE against certain
civil liabilities, including liabilities under the Securities Act
of 1933, or to contribution with respect to payments which the
underwriters or agents may be required to make in respect
thereof. Underwriters and agents may be customers of, engage in
transactions with, or perform services for GTE in the ordinary
course of business.
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_________________________________________
______________________________
No dealer, salesman or any other
person has been authorized to give any
information or to make any representations
other than those contained in this
Prospectus in connection with the offer GTE
Corporation
contained in this Prospectus, and, if
given or made, such information or
representations must not be relied upon.
This Prospectus does not constitute an
offering by GTE or any dealer in any
jurisdiction in which such offering may
not be lawfully made.
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CONTENTS
Page
Statement of Available Information .. 2
Incorporation of Certain Documents
by Reference .................... 2
GTE Corporation ..................... 2
Use of Proceeds ..................... 3
Consolidated Ratios of Earnings
to Fixed Charges ................ 3
The Securities ...................... 3
Experts ............................. 7
Certain Legal Matters ............... 7
Plan of Distribution ................ 7
_________________________________________
______________________________
P:S-3:BasePros
