GTE NORTH INC
POS AM, 1994-02-08
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                           Registration No. 33-51911

                                  
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                                  
                                  
                              _________
                                  
                                  
                   POST-EFFECTIVE AMENDMENT NO. 1
                                  
                                  
                                 TO
                                  
                                  
                              FORM S-3
                       REGISTRATION STATEMENT
                                UNDER
                     THE SECURITIES ACT OF 1933
                                  
                                  
                              _________
                                  
                                  
                                  
                                  
                       GTE NORTH INCORPORATED
       (Exact name of registrant as specified in its charter)

        Wisconsin                                35-1869961
(State of Incorporation)              (I.R.S. Employer
Identification No.)


                19845 North U.S.31, Westfield, Indiana 46074
                                (317) 896-6464
    (Address and telephone number of principal executive offices)


  DAVID S. KAUFFMAN, ESQ.                 DALE E. SPORLEDER, ESQ.
  GTE Service Corporation                 GTE North Incorporated
    One Stamford Forum                      19845 North U.S.31
Stamford, Connecticut 06904              Westfield, Indiana 46074
     (203) 965-2000                          (317) 896-6100
       (Names, addresses and telephone numbers of agents for
service)

                              _________
                                  

     Copies to:  George J. Forsyth, Esq., Milbank, Tweed, Hadley &
McCloy,
                  1 Chase Manhattan Plaza, New York, New York
10005.


       
   
            SUBJECT TO COMPLETION, DATED FEBRUARY 8, 1994
    
                                  
                       GTE NORTH INCORPORATED
                                  
   
                            $200,000,000
                    % DEBENTURES, SERIES B, DUE 1999
                                  
                                  
                          ________________



     Interest on the     % Debentures, Series B, Due 1999 (the
"New Debentures") is payable on February 15 and August 15 of
each year, commencing August 15, 1994.  The New Debentures will
not be redeemable prior to maturity.


                          ________________



    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.


                          ________________



     This Prospectus, when issued, will be used by GTE North
Incorporated (the "Company") only in connection with its
invitation for bids for the purchase from it of the New
Debentures referred to herein.  If the Company accepts a bid for
the purchase of the New Debentures, this Prospectus will be
amended so as to include certain information not now included
herein.


                          ________________



           The date of this Prospectus is         , 1994.


                 STATEMENT OF AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the
"SEC").  These reports 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.

           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated herein by reference:

     1.   The Registration Statement on Form S-4 of the Company
          (File No. 33-55704);
     
     2.   Items 10, 11, 12, 13 and 14(b) of the Annual Report on
          Form 10-K of GTE North Incorporated, a predecessor to
          the Company which merged with and into the Company on
          April 1, 1993 and whose name was adopted by the
          Company on April 2, 1993 (the "Predecessor
          Corporation"), for the fiscal year ended December 31,
          1992;
     
     3.   The Quarterly Reports on Form 10-Q of the Company for
          the quarters ended March 31, 1993, June 30, 1993 and
          September 30, 1993; and
     
     4.   The Current Reports on Form 8-K of the Company dated
          April 1, 1993, September 28, 1993 and January 13,
          1994.
     

All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act on or after the date of
this Prospectus and prior to the termination of the offering of
the New Debentures hereunder shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.

The Company 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 David S. Kauffman, Esq.,
Assistant Secretary of the Company, at One Stamford Forum,
Stamford, Connecticut 06904.  Mr. Kauffman's telephone number is
(203) 965-2986.












                                 -2-

                             THE COMPANY
General
   
The Company was incorporated in Wisconsin as Contel North
Incorporated on June 18, 1992.  There is no public trading
market for the Common Stock of the Company because all of the
Common Stock of the Company is owned by GTE Corporation, a New
York corporation ("GTE").  The Company has one wholly-owned
subsidiary, GTW Telephone Systems Incorporated, which markets
and services telecommunications customer premises equipment.
The Company's principal executive offices are located at 19845
North U.S. 31, Westfield, Indiana, 46074, telephone number (317)
896-6464.  No matters have been submitted to a vote of the
holders of the Company's Preferred Stock or long-term debt since
the date of the incorporation of the Company.
    
The Predecessor Corporation, the Contel Subsidiaries and the
Mergers

Prior to April 1, 1993, the Company had no business operations
and no material assets.  On April 1, 1993, the Predecessor
Corporation, along with Contel of Illinois, Inc., Contel of
Indiana, Inc. and Contel of Pennsylvania, Inc. (the "Contel
Subsidiaries"), merged with and into the Company (the
"Mergers").  On April 2, 1993, the Company changed its name to
GTE North Incorporated.

The Predecessor Corporation was incorporated in Wisconsin on
January 27, 1987 and was the successor to the merger of eight
telephone companies into the Predecessor Corporation on March
31, 1987.  All of the Common Stock of the Predecessor
Corporation was owned by GTE.  Prior to March 31, 1993, the
Predecessor Corporation provided communication services in the
states of Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota,
Missouri, Nebraska, Ohio, Pennsylvania and Wisconsin.  On March
31, 1993, the Predecessor Corporation transferred its assets and
operations in Iowa, Kansas, Minnesota, Missouri and Nebraska to
GTE Midwest Incorporated, which is now a wholly-owned subsidiary
of GTE (the "Midwest Transfer").  In addition, on March 31,
1993, all of the directors and executive officers of the
Predecessor Corporation were elected as directors and executive
officers, respectively, of the Company (to the extent that such
persons were not already serving in such capacities prior to
that date).

The Contel Subsidiaries were indirect, wholly-owned subsidiaries
of GTE.  They provided communication services in the states of
Illinois, Indiana and Pennsylvania. The Contel Subsidiaries
were, individually and in the aggregate, significantly smaller
in terms of operating revenues, net income and total assets than
the Predecessor Corporation prior to the Midwest Transfer.

Where appropriate, financial and other information has been
restated in this Prospectus to reflect the Midwest Transfer and
the Mergers as if such events had been consummated as of the
date or at the beginning of the respective periods presented.

Business

The Company provides local telephone service within its
franchise areas and intraLATA (Local Access Transport Area) long
distance service between the Company's facilities and the
facilities of other telephone companies within the Company's
LATAs.  InterLATA service to other points in and out of the
states in which the Company operates is provided through
connection with interexchange (long distance) common carriers.
These common carriers are charged fees (access charges) for
interconnection to the Company's local facilities.  End user
business and residential customers are also charged access
charges for access to the facilities of the long distance
carriers.


                                 -3-

The Company also earns other revenues by leasing interexchange
plant facilities and providing such services as billing and
collection and operator services to interexchange carriers,
primarily American Telephone and Telegraph Company (AT&T).  The
number of access lines served has grown steadily from 3,537,907
on January 1, 1988 to 3,897,641 on December 31, 1992.

The following table denotes the access lines in the states in
which the Company operates as of December 31, 1992:
                                           Access
               State                    Lines Served

               Indiana                   810,877
               Illinois                  764,997
               Ohio                      740,866
               Pennsylvania              584,005
               Michigan                  583,534
               Wisconsin                 413,362

                 Total                 3,897,641


The Company's principal line of business is providing
telecommunication services.  These services fall into five major
classes:  local network, network access, long distance,
equipment sales and service, and other.  Revenues from each of
these classes over the last three years were as follows:

                                   Years Ended December 31
                             1992       1991         1990
                             ____       ____         ____

                                   (Thousands of Dollars)


Local Network Services     $ 945,175  $ 916,302    $ 871,331
% of Total Revenues               37%        36%          35%

Network Access Services    $ 973,661  $ 966,500    $ 964,457
% of Total Revenues               38%        39%          39%

Long Distance Services     $ 332,150  $ 319,674    $ 319,577
% of Total Revenues               13%        13%          13%

Equipment Sales and Services          $ 103,607    $ 127,485
$ 128,256
% of Total Revenues                4%         5%           5%

Other                      $ 205,449  $ 175,026    $ 193,932
% of Total Revenues                8%         7%           8%


The Company holds franchises, licenses and permits adequate for
the conduct of its business in the territory which it serves.

Rates, Regulation and Competition

The Company is subject to regulation by the regulatory bodies of
the states of Illinois, Indiana, Michigan, Ohio, Pennsylvania
and Wisconsin as to its intrastate business operations and by
the Federal Communications Commission (the "FCC") as to its
interstate business operations.



                                 -4-

FCC and other regulatory actions as well as advances in
technology have expanded the types of products and services
available in the marketplace, as well as the number of
alternative service providers.  As a result, the Company faces
increasing competition in virtually all aspects of its business.
Specialized communications companies have been successful in
some markets in constructing new systems to bypass the local
exchange network.  Additional competition from interexchange
carriers as well as wireless and cable TV companies continues to
evolve for both intrastate and interstate communications.

The GTE Consent Decree, which was issued in connection with the
1983 acquisition of GTE Sprint (since divested) and GTE
Spacenet, prohibits GTE's domestic telephone operating
subsidiaries from providing long distance service beyond the
boundaries of the local access transport area (LATA).  This
prohibition restricts their direct provision of long distance
service to relatively short distances.  The degree of
competition allowed in the intraLATA market is subject to state
regulation.  However, regulatory constraints on intraLATA
competition are gradually being relaxed.  Some form of intraLATA
competition is authorized in most of the states in which the
Company provides service.

During 1993, GTE continued to introduce new business features
and pricing options.  The introduction of Integrated Services
Digital Network (ISDN) and Switched Multimegabit Data Services
(SMDS) is specifically targeted at satisfying the increasing
demand for more efficient and effective data communications
vehicles.  In 1993, GTE initiated an infrastructure project
which will establish 50 Synchronous Optical (SONET) fiber ring
networks in twelve states to provide access to very high speed
digital transmission systems and self-healing fiber networks.

The Company expects its financial results to benefit from
reduced costs and the introduction of new products and services
that will result in the increased usage of its telephone
networks.  However, it is likely that such improvements will be
offset in part by strategic price reductions and revenue erosion
resulting from increased competition.

Legal Matters

The Company, along with many other corporations, has been named
as a potentially responsible party at a number of "Superfund
Sites" - sites, lawfully used in the past, but now determined to
require remediation.  Additionally, operations of the Company
have been subjected to new and increasingly stringent
environmental requirements.  While the Company's annual
expenditures for site cleanups and environmental compliance have
not been material, they are increasing.  By way of illustration,
these increasing costs include the Company's share of cleanup
expenses for Superfund Sites, outlays required to keep existing
operations in compliance with environmental regulations and an
underground storage tank replacement program.

Although the complexity of environmental regulations, and the
widespread imposition of multi-party joint and several
liabilities at Superfund Sites, makes it difficult to assess the
Company's share of liability, management believes it has made
adequate provision in its financial statements.

There are no pending legal proceedings which would have a
material adverse impact on the Company's financial condition or
results of operations.






                                 -5-

Employees
   
At September 30, 1993, the Company had 18,404 employees.  In
1992, agreements were reached on one contract with the
International Association of Machinists and Aerospace Workers,
four contracts with the International Brotherhood of Electrical
Workers ("IBEW"), and two contracts with the United Steelworkers
of America.  In 1993, agreements were reached on one contract
with the Communications Workers of America ("CWA") and on four
contracts with the IBEW, one contract with the CWA expired and
is being renegotiated, and one contract with the Bakers,
Confectioners and Chocolate Workers ("BCCW") expired.  The
Company reached agreement with the BCCW in early 1994.
    
Properties

The Company's property consists of network facilities (80%),
company facilities (14%), customer premises equipment (3%) and
other (3%).  From January 1, 1988 to December 31, 1992, the
Company made gross property additions in the amount of $2.8
billion and property retirements of $1.4 billion.  Substantially
all of the Company's property is subject to liens securing long-
term debt.  In the opinion of management, the Company's
telephone plant is substantially in good repair.

                         RECENT DEVELOPMENTS

The Company announced on January 13, 1994 that its results for
the fourth quarter of 1993 will include a one-time pre-tax
restructuring charge of $374.6 million related primarily to the
implementation of its re-engineering plan over the next three
years.  The restructuring charge will reduce fourth quarter and
full year net income by $230.7 million.

The re-engineering plan will redesign and streamline processes
in order to improve customer-responsiveness and product quality,
reduce the time necessary to introduce new products and services
and further reduce costs.  The re-engineering plan includes
$148.8 million to upgrade or replace existing customer service
and administrative systems and enhance network software, $169.4
million for employee separation benefits associated with
workforce reductions and $45.6 million primarily for the
consolidation of facilities and operations and other related
costs.  The charge for employee separation benefits includes
$84.9 million related to the recognition of previously deferred
postretirement health and life insurance costs for separating
employees.





















                                 -6-

                           USE OF PROCEEDS
                                  
The net proceeds from the offering and sale of the New
Debentures, exclusive of accrued interest, will be applied
toward the payment of short-term borrowings incurred in
connection with the redemption on November 15, 1993 of the
following series of the Company's first mortgage bonds:


                  Original    Outstanding              Total
Principal
        Interest  Maturity  Principal Amount         Premium
Paid     and Premium
          Rate      Date     at Redemption           at
Redemption        at Redemption



        9.250%06/01/05   $ 29,990,000  $   938,687 $ 30,928,687
        9.375%08/01/05     39,472,000    1,330,206   40,802,206
        9.250%10/01/05     34,934,000    1,226,183   36,160,183
        9.000%06/01/06     40,000,000    1,364,000   41,364,000
        9.000%05/15/16     50,000,000    2,690,000   52,690,000
        9.375%06/01/16     80,000,000    4,488,000   84,488,000
        9.125%08/01/00     17,000,000      312,800   17,312,800
        9.000%12/01/00     25,000,000      542,500   25,542,500

                         $316,396,000  $12,892,376 $329,288,376


At September 30, 1993, the Company had short-term borrowings of
$271,587,000 at an annual average interest rate of 3.10%.  The
balance of the funds required in connection with such redemption
was obtained primarily from internal sources and short-term
borrowings.


                 RATIO OF EARNINGS TO FIXED CHARGES

                         Nine
                        Months
                         Ended
                           September 30,       Years Ended
December 31,
                         1993(a)1992   1991   1990   1989   1988


Ratio of Earnings to Fixed
 Charges (Unaudited)(b).....  4.60 5.09  4.12  3.94 4.19   4.37

___________
(a) Reflects increased operating expenses related to the
   adoption, effective January 1, 1993, of Statement of
   Financial Accounting Standards (SFAS) No. 106 "Employers'
   Accounting for Postretirement Benefits Other than Pensions"
   and a one-time charge associated with the enhanced early
   retirement and voluntary separation programs completed during
   the second quarter of 1993.  Excluding these items, the ratio
   of earnings to fixed charges for the nine months ended
   September 30, 1993 would have been 4.88.

(b) Computed as follows: (1) "earnings" have been calculated by
   adding income taxes and fixed charges to income from
   continuing operations; (2) "fixed charges" include interest
   expense and the portion of rentals representing interest.






                                 -7-


                       SELECTED FINANCIAL DATA


Set forth below is certain selected financial data regarding the
Predecessor Corporation, Contel of Illinois, Inc., Contel of
Indiana, Inc., Contel  of Pennsylvania, Inc. and the Company.
The selected financial data for the Predecessor Corporation does
not reflect the Midwest Transfer.



                          1992       1991(a)       1990
    1989      1988


                                    (Thousands of Dollars)

Predecessor Corporation:
Operating Revenues  $2,461,347$2,390,016$2,352,312$2,348,708$2,190,305
Net Income             371,557 282,994  270,728  281,702  283,889
Total Assets         5,555,0335,244,0604,976,6394,880,9394,730,744
Long-term Obligations and
 Preferred Stock, Subject
 to Mandatory Redemption1,421,0691,445,3491,242,4071,267,9091,293,675

Contel of Illinois, Inc.:
Operating Revenues  $  122,601$  130,969$  135,041$  125,885$  125,858
Net Income              13,568  13,525   16,085   16,090   19,318
Total Assets           222,277 241,456  223,567  219,015  213,881
Long-term Obligations   38,206  49,775   54,410   39,525   41,463

Contel of Indiana, Inc.:
Operating Revenues  $  101,179$  100,623$  105,628$   96,109$   92,379
Net Income              14,218  12,849   15,136   12,529   12,441
Total Assets           180,159 174,968  172,733  170,072  168,999
Long-term Obligations   13,686  16,925   31,408   36,618   38,005

Contel of Pennsylvania, Inc.:
Operating Revenues  $   58,291$   54,923$   57,283$   52,518$   51,128
Net Income               5,502   4,049    6,520    5,976    5,330
Total Assets            94,836 102,694   94,470   92,840   90,776
Long-term Obligations   17,292  25,251   30,834   27,656   28,140

The Company:
Operating Revenues  $2,560,042$2,504,987$2,480,553$2,461,450$2,306,040
Net Income             369,542 291,837  282,221  293,291  295,702
Total Assets         5,679,5705,385,3035,100,6674,991,7674,825,992
Long-term Obligations and
 Preferred Stock, Subject to
 Mandatory Redemption1,387,0721,434,2091,255,7811,266,1091,294,480

____________

(a)                  The 1991 net income includes one time costs
   of $9.2 million, $3.0 million, $4.5 million, $2.1 million and
   $17.1 million for the Predecessor Corporation, Contel of
   Indiana, Inc., Contel of Illinois, Inc., Contel of
   Pennsylvania, Inc. and the Company, respectively, related to
   costs incurred for the merger of GTE and Contel Corporation
   which was consummated on March 14, 1991.

   Per share information is omitted since each of the above
corporation's Common Stock is 100% owned, directly or
indirectly, by GTE.  Market values of the Preferred Stock of the
Predecessor Corporation and the Company are also omitted because
there is no established public trading market for the Preferred
Stock and price quotations are therefore generally unavailable.




                                 -8-

                         THE NEW DEBENTURES

The New Debentures are to be issued as a new series of the
Company's Debentures under an Indenture dated as of January 1,
1994 (the "Indenture"), between the Company and The First
National Bank of Chicago, as Trustee (the "Trustee").  By
resolution of the Board of Directors of the Company specifically
authorizing the New Debentures (the "Board Resolution"), the
Company will designate the title of the series, aggregate
principal amount, date or dates of maturity, dates for payment
and rate of interest, redemption dates, prices, obligations and
restrictions, if any, and any other terms with respect to such
series.  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 and the Board Resolution,
which are filed as exhibits to the Registration Statement.

Form and Exchange

The New Debentures are to be issued in registered form only in
denominations of $1,000 and integral multiples thereof and will
be exchangeable for New Debentures of other denominations of a
like aggregate principal amount without charge except for
reimbursement of taxes, if any.  (BOARD RESOLUTION)

Maturity, Interest and Payment

The New Debentures will mature February 15, 1999.  Interest will
be payable semi-annually on February 15 and August 15,
commencing August 15, 1994, to the persons in whose names the
New Debentures are registered at the close of business on the
February 1 or August 1, as the case may be, preceding such
interest payment date, subject to certain exceptions provided
for in the Indenture.  (BOARD RESOLUTION)

Redemption

The New Debentures will not be redeemable prior to maturity.
(BOARD RESOLUTION)

Restrictions

The New Debentures will not be secured.  The Indenture provides,
however, that if the Company shall at any time mortgage or
pledge any of its property, the Company will secure the New
Debentures, equally and ratably with the other indebtedness or
obligations secured by such 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
Debentures need not be secured:

(i)  in the case of (a) purchase money mortgages, (b)
     conditional sales agreements or (c) mortgages existing at
     the time of purchase, on property acquired after the date
     of the Indenture;

(ii) with respect to certain deposits or pledges to secure the
     performance of bids, tenders, contracts or leases or in
     connection with workmen's compensation and similar matters;

(iii)     with respect to mechanics' and similar liens in the
     ordinary course of business;





                                 -9-

(iv) with respect to the Company's first mortgage bonds
     outstanding on the date of the Indenture, issued and secured
     by the Company and its predecessors in interest under
     various security instruments, all of which have been assumed
     by the Company (collectively, the "First Mortgage Bonds"),
     and any replacement or renewal (without increase in
     principal amount or extension of final maturity date) of
     such outstanding First Mortgage Bonds;

(v)  with respect to First Mortgage Bonds which may be issued by
     the Company in connection with the consolidation or merger
     of the Company with or into certain affiliates of the
     Company in exchange for or otherwise in substitution for
     long-term senior indebtedness of any such affiliate
     ("Affiliate Debt") which by its terms (x) is secured by a
     mortgage on all or a portion of the property of such
     affiliate, (y) prohibits long-term senior secured
     indebtedness from being incurred by such affiliate, or a
     successor thereto, unless the Affiliate Debt shall be
     secured equally and ratably with such long-term senior
     secured indebtedness or (z) prohibits long-term senior
     secured indebtedness from being incurred by such affiliate;
     or

(vi) with respect to indebtedness required to be assumed by the
     Company in connection with the merger or consolidation of
     certain affiliates of the Company with or into the Company.
     (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 the
Company.  (SECTION 2.01)  However, while the restriction in the
Indenture described above would not afford the holders of the New
Debentures protection in the event of a highly leveraged
transaction in which unsecured indebtedness was incurred, the
issuance of most debt securities by the Company, including the
New Debentures, does require state regulatory approval (which may
or may not be granted).  In addition, in the event of a highly
leveraged transaction in which secured indebtedness was incurred,
the above restriction would require the New Debentures to be
secured equally and ratably with such secured indebtedness,
subject to the exceptions described above.  It is unlikely that a
leveraged buyout initiated or supported by the Company, the
management of the Company or an affiliate of either party would
occur because all of the common stock of the Company is owned by
GTE, which has no intention of selling its ownership in the
Company.

Modifications of Indenture

The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the Debentures of any
series at the time outstanding and affected by such modification,
to modify the Indenture or any supplemental indenture affecting
that series of the Debentures or the rights of the holders of
that series of Debentures.  However, no such modification shall
(i) extend the fixed maturity of any Debenture, 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 Debenture so affected, or (ii) reduce the aforesaid
percentage of Debentures, the holders of which are required to
consent to any such supplemental indenture, without the consent
of each holder of Debentures then outstanding and affected
thereby.  (SECTION 9.02)

The Company and the Trustee may execute, without the consent of
any holder of Debentures, any supplemental indenture for certain
other usual purposes including the creation of any new series of
Debentures.  (SECTIONS 2.01, 9.01 and 10.01)


                                -10-

Events of Default

The Indenture provides that the following described events
constitute "Events of Default" with respect to each series of the
Debentures thereunder: (a) failure for 30 business days to pay
interest on the Debentures of that series when due; (b) failure
to pay principal or premium, if any, on the Debentures 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 the Debentures 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 the
Debentures may declare the principal due and payable immediately
on default with respect to such series, but the holders of a
majority in aggregate outstanding principal amount of such series
may rescind and 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)

The holders of a majority in aggregate outstanding principal
amount of any series of the Debentures may, on behalf of the
holders of all the Debentures of such series, waive any past
default except a default in the payment of principal, premium, if
any, or interest.  (SECTION 6.06)  The Company is required to
file annually with the Trustee a certificate as to whether or not
the Company is in compliance with all the conditions and
covenants under the Indenture.  (SECTION 5.03)

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 own affairs.  (SECTION 7.01)  Subject to
such provision, the Trustee is under no obligation to exercise
any of the powers vested in it by the Indenture at the request
of any holders of Debentures, unless offered reasonable security
or indemnity by such security holders 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)















                                -11-

                     EXPERTS AND LEGAL OPINIONS

The financial statements and schedules included as an exhibit to
the Company's Current Report on Form 8-K dated September 28,
1993, as well as the financial statements and schedules included
or incorporated by reference in the Registration Statement on
Form S-4 (File No. 33-55704) of the Company, each of which is
incorporated by reference in this Prospectus, have been audited
by Arthur Andersen & Co., independent public accountants, as
indicated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm
as experts in giving said reports.  Reference is made to said
reports on financial statements, which include an explanatory
paragraph with respect to the change in the method of accounting
for income taxes in 1992 as discussed in Note 1 to the financial
statements.  Arthur Andersen & Co. has audited the financial
statements of the Company and the Predecessor Corporation since
their respective incorporations.  For the periods presented in
the Company's Current Report on Form 8-K dated September 28,
1993, which is incorporated by reference herein, there have been
no changes in or disagreements with the Company's independent
public accountants on accounting and financial disclosure.

The statements of law and legal conclusions under "The New
Debentures" have been reviewed by Dale E. Sporleder, Esq., Area
Vice President-General Counsel and Secretary of the Company, and
are included upon his authority as an expert.  Certain legal
matters in connection with the New Debentures will be passed
upon for the Company by Mr. Sporleder, and for the underwriters
by Milbank, Tweed, Hadley & McCloy of New York, New York.

                            UNDERWRITING
                                  
The underwriters of the New Debentures will be determined in the
manner set forth in the Invitation for Bids for the purchase of
the New Debentures.































                                -12-








__________________________________________
______________________________




Neither the delivery of this Prospectus   GTE North Incorporated
nor any sales made hereunder shall under
any circumstances create any implication
that there has been no change in the          
affairs of the Company since the date          $200,000,000
    
hereof.  No dealer, salesman or any other          % Debentures,
Series B,
person has been authorized to give any          Due 1999
information or to make any representations
other than those contained in this Pros-
pectus in connection with the offer con-      ____________
tained in this Prospectus, and if given
or made, such information or representa-
tions must not be relied upon.  This           PROSPECTUS
Prospectus does not constitute an offer-
ing by the Company or any Dealer in any        ____________
jurisdiction in which such offering may
not be lawfully made.


             CONTENTS

                                       Page

Statement of Available Information...   2
Incorporation of Certain Documents
 by Reference........................   2
The Company..........................   3
Recent Developments..................      6
Use of Proceeds......................      7 Dated
, 1994
Ratio of Earnings to Fixed Charges...   7
Selected Financial Data..............   8
The New Debentures...................   9
Experts and Legal Opinions...........   12
Underwriting.........................   12



            _____________





___________________________________________
_____________________________






N2:posam:17


                               PART II
                                  
                                  
               INFORMATION NOT REQUIRED IN PROSPECTUS




Item 16.  Exhibits.

     See Exhibit Index on Page E-1.


















































                                II-1




                             SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment to Registration Statement
to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Westfield, State of Indiana, on the
8th day of February, 1994.

                              GTE NORTH INCORPORATED
                                   (Registrant)


                              By:         EARL A. GOODE

                                          Earl A. Goode
                                            President

     Pursuant to the requirements of the Securities Act of 1933,
this Amendment to Registration Statement is signed below by the
following persons in the capacities and on the dates indicated.



           EARL A. GOODE                          )
                                                )
           Earl A. Goode      President and     )
                                 Director       )
                              (Principal Executive     )
                                 Officer)       )
                                                )
                                                )
        GERALD K. DINSMORE                      )
                                                )
        Gerald K. Dinsmore    Vice President    )
                                - Finance       ) February 8,
1994
                              (Principal Financial     )
                                 Officer)       )
                                                )
                                                )
                                                )
       WILLIAM M. EDWARDS III                     )
                                                )
       William M. Edwards III Controller        )
                              (Principal Accounting )
                                 Officer)       )
                                                )
                                                )
                                                )
          KENT B. FOSTER                        )
                                                )
          Kent B. Foster      Director          )





                                II-2







          EARL A. GOODE                   )
                                             )
          Earl A. Goode       Director    )
                                          )
                                          )
                                          )
       MICHAEL B. ESSTMAN                 )
                                             )
       Michael B. Esstman     Director    )
                                          )
                                          )
                                          )
        THOMAS W. WHITE                   )
                                             ) February 8, 1994
        Thomas W. White       Director    )
                                          )
                                          )
                                          )
        GERALD K. DINSMORE                )
                                             )
        Gerald K. Dinsmore    Director    )
                                          )
                                          )
                                          )
        RICHARD M. CAHILL                 )
                                             )
        Richard M. Cahill     Director    )
                                          )
                                          )


























                                II-3




              CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



     As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-3 of the following:

     
     1.Our reports, dated January 24, 1992, on the financial
       statements of Contel of Indiana, Inc., Contel of
       Illinois, Inc. and Contel of Pennsylvania, Inc., and our
       reports dated January 28, 1992 on the consolidated
       financial statements and supporting schedules of GTE
       North Incorporated and subsidiaries (the Predecessor
       Corporation), included or incorporated by reference in
       the previously filed Registration Statement on Form S-4
       (File No. 33-55704) of Contel North Incorporated;
     
     2.Our reports, dated September 24, 1993, on the
       consolidated financial statements and supporting
       schedules of GTE North Incorporated and subsidiaries
       included in its previously filed Current Report on Form 8-
       K dated September 28, 1993; and
     
     3.To the reference to our Firm under the caption "Experts
       and Legal Opinions" in this Registration Statement.




                                   ARTHUR ANDERSEN & CO.
                                   ARTHUR ANDERSEN & CO.


Dallas, Texas
February 8, 1994

























                                II-4




                            EXHIBIT INDEX

Exhibit
Number


 1.1 - Form of Purchase Agreement, including Standard Purchase
      Agreement Provisions (January, 1994 Edition).

 4.2 - Form of the Board Resolution under which the Debentures
      being registered are to be issued.

23.1 - Consent of Arthur Andersen & Co. is included elsewhere in
      this Registration Statement.

26   - Form of Invitation for Bids.







































                                 E-1
N2:posam22




                                  
                                  
                       GTE NORTH INCORPORATED



                         PURCHASE AGREEMENT


     GTE   North  Incorporated,  a  Wisconsin  corporation   (the
"Company"),  proposes  to issue and sell  $200,000,000  aggregate
principal amount of its ____% Debentures, Series B, Due 1999 (the
"New Debentures").  Subject to the terms and conditions set forth
or  incorporated by reference herein, the Company agrees to  sell
and  the  purchaser(s) named in Schedule A attached  hereto  (the
"Purchaser"), agree(s) to purchase such New Debentures at  _____%
of their principal amount plus accrued interest from February 15,
1994,  to the date of payment for the New Debentures and delivery
thereof.   Interest  on the New Debentures  will  be  payable  on
February 15 and August 15, commencing August 15, 1994.   The  New
Debentures  will  be reoffered to the public at _____%  of  their
principal amount.

     All  the  provisions  contained in  the  Company's  Standard
Purchase  Agreement  Provisions  (January,  1994  Edition)   (the
"Standard Purchase Agreement Provisions") annexed hereto shall be
deemed to be a part of this Purchase Agreement to the same extent
as if such provisions had been set forth in full herein.

REDEMPTION PROVISIONS:

     The New Debentures will not be redeemable prior to maturity.

CLOSING:

      The  Purchaser agrees to pay for the New Debentures in  New
York  Clearing House (next day) funds upon delivery of  such  New
Debentures  at  10:00 A.M. (New York City time) on  February    ,
1994  (the "Closing Date") or at such other time, not later  than
the  seventh  full business day thereafter, as  shall  be  agreed
upon.

                                 -2-


RESALE:

     [The Purchaser represents that it intends to resell the New
Debentures,  and  therefore  the  provisions  applicable  to   a
Reselling   Purchaser   in  the  Standard   Purchase   Agreement
Provisions will be applicable.]

                                [or]

     [The Purchaser represents that it does not intend to resell
the New Debentures and therefore the provisions applicable to  a
Reselling   Purchaser   in  the  Standard   Purchase   Agreement
Provisions will not be applicable.]

     In witness whereof, the parties have executed this Purchase
Agreement this      day of February, 1994.

                              [Name of Purchaser(s) or
Purchasers'                   Representative]


                              By
__________________________________
                                 Title:



                              GTE NORTH INCORPORATED



                              By
__________________________________
                                 Vice President























N2:posam:25



                             SCHEDULE A

     The names of the Purchaser(s) and the principal amount of
New Debentures which each respectively offers to purchase are as
follows:

                                               Principal Amount
          Name                                 of New Debentures

__________________

                                               $

































                                                ____________
          Total....................................
          $200,000,000





















                       GTE NORTH INCORPORATED








               STANDARD PURCHASE AGREEMENT PROVISIONS

                       (January, 1994 Edition)














       GTE  North  Incorporated,  a  Wisconsin  corporation  (the
"Company"),  may  enter  into  one or  more  purchase  agreements
providing  for  the  sale  of  debentures  to  the  purchaser  or
purchasers   named  therein  (the  "Purchaser").   The   standard
provisions set forth herein will be incorporated by reference  in
any such purchase agreement ("Purchase Agreement").  The Purchase
Agreement, including these Standard Purchase Agreement Provisions
incorporated therein by reference, is hereinafter referred to  as
"this Agreement." Unless otherwise defined herein, terms used  in
this  Agreement  that are defined in the Purchase Agreement  have
the meanings set forth therein.

                     I.  SALE OF THE DEBENTURES

      The  Company  proposes  to issue  one  or  more  series  of
debentures  (the "New Debentures") pursuant to the provisions  of
an  Indenture  dated  as  of January 1, 1994  (the  "Indenture"),
between  the  Company and The First National Bank of Chicago,  as
Trustee (the "Trustee").  By resolution of the Board of Directors
of  the Company specifically authorizing the New Debentures  (the
"Board Resolution"), the Company will designate the title of  the
series,  aggregate principal amount, date or dates  of  maturity,
dates for payment and rate of interest, redemption dates, prices,
obligations  and restrictions, if any, and any other  terms  with
respect to such series.

      The  Company  has  filed with the Securities  and  Exchange
Commission (the "Commission") under the Securities Act  of  1933,
as  amended  (the  "Act"), registration  statement  No  33-     ,
including  a prospectus, relating to the New Debentures  and  has
filed  with  the  Commission  (or will  promptly  file  with  the
Commission)   a  post-effective  amendment  (the  "Post-Effective
Amendment") to said registration statement to reflect the results
of  the  competitive  bidding for the New Debentures.   The  term
"Registration   Statement"  means  the   registration   statement
including  the prospectus referred to herein, as amended  by  the
Post-Effective  Amendment,  when  the  latter  becomes  effective
(including  all parts thereof), and the term "Bidding Prospectus"
means  the  prospectus, as amended, included in the  Registration
Statement at the time it became effective.  The term "Prospectus"
means  the prospectus, as amended, included in the Post-Effective
Amendment, which reflects the results of the competitive  bidding
for  the New Debentures.  As used herein, the terms "Registration
Statement"  and  "Prospectus" shall  include  in  each  case  the
material, if any, incorporated by reference therein.

             II.  PURCHASER'S REPRESENTATIONS AND RESALE

      Each  Purchaser  represents and warrants  that  information
furnished  in  writing  to the Company  expressly  for  use  with
respect  to  the  New  Debentures will  not  contain  any  untrue
statement of a material fact and will not omit any material  fact
in  connection  with  such information  necessary  to  make  such
information not misleading.

      If  the  Purchaser  advises the  Company  in  the  Purchase
Agreement  that  it  intends to resell the  New  Debentures,  the
Company  will assist the Purchaser as hereinafter provided.   The
terms  of  any  such resale will be set forth in the  Prospectus.
The  provisions of Paragraphs D and E of Article VI and  Articles
VIII,  IX and X of this Agreement apply only to a Purchaser  that
has  advised  the  Company of its intention  to  resell  the  New
Debentures  ("Reselling Purchaser").  All other provisions  apply
to any Purchaser including a Reselling Purchaser.


                                 -2-

                            III.  CLOSING

      The  closing  will  be held at the office  of  GTE  Service
Corporation, 5th Floor, One Stamford Forum, Stamford, Connecticut
06904  on the Closing Date.  Concurrent with the delivery of  the
New  Debentures, payment of the full purchase price  of  the  New
Debentures  shall  be  made  by the  Purchaser  by  certified  or
official  bank check or checks in New York Clearing  House  (next
day)  funds, payable to the Company or its order, at The Bank  of
New   York,   Attention:   Corporate  Trust   Department.    Upon
notification to the Company of receipt of such check by The  Bank
of  New  York, such check shall be deemed to be delivered at  the
closing.  The New Debentures shall be in the form of temporary or
definitive  fully-registered New Debentures in  denominations  of
One  Thousand Dollars ($1,000) or any integral multiple  thereof,
registered in such names as the Purchaser shall request not  less
than  three  business days before the Closing Date.  The  Company
agrees to make the New Debentures available to the Purchaser  for
inspection  at the office of The First National Bank of  Chicago,
14  Wall  Street, 8th floor, New York, New York, at least twenty-
four  hours prior to the time fixed for the delivery of  the  New
Debentures on the Closing Date.

             IV.  CONDITIONS TO PURCHASER'S OBLIGATIONS

      The  obligations of the Purchaser hereunder are subject  to
the following conditions:

           (A)   The  Registration Statement  shall  have  become
     effective and no stop order suspending the effectiveness  of
     the  Registration  Statement shall  be  in  effect,  and  no
     proceedings  for  such purpose shall be  pending  before  or
     threatened  by the Commission; since the latest date  as  of
     which  information  is  given in the Registration  Statement
     there  shall  have been no material adverse  change  in  the
     business,    business   prospects,   properties,   financial
     condition or results of operations of the Company;  and  the
     Purchaser  shall  have  received on  the  Closing  Date  the
     customary form of compliance certificate, dated the  Closing
     Date and signed by the President or a Vice President of  the
     Company,  including  the foregoing.  The  officer  executing
     such  certificate  may rely upon the  best  of  his  or  her
     knowledge as to proceedings pending or threatened.

          (B)   At the Closing Date, there shall be in full force
     and effect an order or orders, satisfactory to counsel for
     the Purchaser, of the Illinois Commerce Commission, Indiana
     Utility Regulatory Commission, Michigan Public Service
     Commission, Public Utilities Commission of Ohio,
     Pennsylvania Public Utility Commission, and Public Service
     Commission of Wisconsin, and of such other regulatory
     authorities, if any, as may have jurisdiction over the issue
     and sale of the New Debentures by the Company to the
     Purchaser, authorizing such issue and sale as herein and in
     the Registration Statement provided, and none of such orders
     shall contain any conditions inconsistent with the
     provisions of this Agreement or of the Registration
     Statement.

           (C)   The Purchaser shall have received on the Closing
     Date  an  opinion  of  Dale E. Sporleder,  Esq.,  Area  Vice
     President-General  Counsel  and Secretary  of  the  Company,
     dated  the Closing Date, substantially in the form set forth
     in Exhibit A hereto.

     
                                 -3-

           (D)   The Purchaser shall have received on the Closing
     Date an opinion of  Milbank, Tweed, Hadley & McCloy, counsel
     for the Purchaser, dated the Closing Date, substantially  in
     the form set forth in Exhibit B hereto.
     
           (E)   The Purchaser shall have received on the Closing
     Date a letter from Arthur Andersen & Co., independent public
     accountants  for the Company, dated as of a  date  not  more
     than  five business days prior to the Closing Date,  to  the
     effect set forth in Exhibit C hereto.


               V.  CONDITIONS TO COMPANY'S OBLIGATIONS

      The obligations of the Company hereunder are subject to the
following conditions:

           (A)   The  Registration Statement  shall  have  become
     effective and no stop order suspending the effectiveness  of
     the  Registration  Statement shall  be  in  effect,  and  no
     proceedings  for  such purpose shall be  pending  before  or
     threatened by the Commission.

           (B)  At the Closing Date, there shall be in full force
     and effect an order or orders satisfactory to the Company of
     the Illinois Commerce Commission, Indiana Utility Regulatory
     Commission,  Michigan  Public  Service  Commission,   Public
     Utilities  Commission of Ohio, Pennsylvania  Public  Utility
     Commission, and Public Service Commission of Wisconsin,  and
     of  such  other regulatory authorities, if any, as may  have
     jurisdiction  over the issue and sale of the New  Debentures
     by the Company to the Purchaser.
     
           (C)  The Company shall receive the full purchase price
     of the New Debentures purchased hereunder.

                    VI.  COVENANTS OF THE COMPANY

      In further consideration of the agreements contained herein
of  any  Purchaser,  the Company covenants to said  Purchaser  as
follows:

           (A)   To  furnish  to  the Purchaser  a  copy  of  the
     Registration   Statement  including   materials,   if   any,
     incorporated  by  reference therein and, during  the  period
     mentioned  in  (D) below, to supply as many  copies  of  the
     Prospectus, any documents incorporated by reference  therein
     and  any supplements and amendments thereto as the Purchaser
     may   reasonably   request.   The  terms  "supplement"   and
     "amendment"  or  "amend"  as used in  this  Agreement  shall
     include  all  documents  filed  by  the  Company  with   the
     Commission  on or after the date of the Bidding  Prospectus,
     pursuant to the Securities Exchange Act of 1934, as  amended
     (the "Exchange Act"), which are deemed to be incorporated by
     reference in the Prospectus.

          (B)  For a period of five years, unless all of the New
     Debentures shall be sooner retired, to deliver to any
     Purchaser who may so request, as soon as practicable after
     the end of each fiscal year, a consolidated balance sheet of
     the Company as of the end of such year and related
     consolidated statements of income, reinvested earnings and
     changes in financial position for such year, all as examined
     by
                                 -4-


     independent  public  accountants,  and  to  deliver  to  any
     Purchaser upon request, as soon as practicable after the end
     of each of the first three quarterly periods of each year  a
     Form 10-Q of the Company as filed with the Commission.

           (C)  Before amending or supplementing the Registration
     Statement  or  the  Prospectus  with  respect  to  the   New
     Debentures, to furnish to any Purchaser a copy of each  such
     proposed amendment or supplement.

     The covenants in  Paragraphs  (D)  and  (E)  apply  only  to
Reselling
Purchasers:

          (D)  If in the period after the first date of resale of
     the  New  Debentures during which, in the opinion of counsel
     for  the Reselling Purchaser, the Prospectus is required  by
     law  to  be delivered, any event shall occur as a result  of
     which  it is necessary to amend or supplement the Prospectus
     in  order  to  make a statement therein,  in  light  of  the
     circumstances  when  the  Prospectus  is  delivered   to   a
     subsequent purchaser, not materially misleading, or if it is
     otherwise necessary to amend or supplement the Prospectus to
     comply  with law, forthwith to prepare and furnish,  at  its
     own   expense  (unless  such  amendment  shall   relate   to
     information furnished by the Purchaser in writing  expressly
     for  use in the Prospectus), to the Reselling Purchaser, the
     number  of  copies requested by the Reselling  Purchaser  of
     either  amendments or supplements to the Prospectus so  that
     the   statements  in  the  Prospectus  as  so   amended   or
     supplemented  will  not, in light of the circumstances  when
     the  Prospectus is delivered to a subsequent  purchaser,  be
     misleading or so that the Prospectus will comply with law.

           (E)   To  use  its  best efforts to  qualify  the  New
     Debentures for offer and sale under the securities  or  Blue
     Sky  laws  of  such  jurisdictions as  the  Purchaser  shall
     reasonably  request and to pay all expenses (including  fees
     and disbursements of counsel) in connection therewith and in
     connection with the determination of the eligibility of  the
     New  Debentures  for  investment  under  the  laws  of  such
     jurisdictions  as  the  Purchaser may  designate,  provided,
     however,  that the Company, in complying with the  foregoing
     provisions  of  this  paragraph, shall not  be  required  to
     qualify as a foreign company or to register or qualify as  a
     broker  or  dealer in securities in any jurisdiction  or  to
     consent to service of process in any jurisdiction other than
     with  respect to claims arising out of the offering or  sale
     of the New Debentures, and provided further that the Company
     shall  not be required to continue the qualification of  the
     New Debentures beyond one year from the date of the sale  of
     the New Debentures.

         VII.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      The  Company represents and warrants to each Purchaser that
(i)  each document, if any, filed or to be filed pursuant to  the
Exchange  Act  and  incorporated by reference in  the  Prospectus
complied  or  will comply when so filed in all material  respects
with  the  Exchange Act and the rules and regulations thereunder,
(ii)  each  part  of the Registration Statement  filed  with  the
Commission  pursuant to the Act relating to the  New  Debentures,
when  such  part  became effective, did not  contain  any  untrue
statement of a
                                 -5-


material  fact  or omit to state a material fact required  to  be
stated  therein or necessary to make the statements  therein  not
misleading, (iii)  when filed, the Bidding Prospectus complied in
all  material respects with the Act and the applicable rules  and
regulations  thereunder, and the Registration Statement  and  the
Prospectus  so  comply  and,  as  amended  or  supplemented,   if
applicable,  will so comply, (iv) the Registration Statement  and
the Prospectus do not contain, and as amended or supplemented, if
applicable, will not contain any untrue statement of  a  material
fact  or omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which
they were made, not misleading; except that these representations
and  warranties  do not apply to statements or omissions  in  the
Registration  Statement or the Prospectus based upon  information
furnished  to the Company by any Purchaser or Reselling Purchaser
in  writing  expressly  for  use  therein  or  to  statements  or
omissions  in  the Statement of Eligibility of the Trustee  under
the  Indenture,  (v)  the consummation of any transaction  herein
contemplated will not result in a breach of any of the  terms  of
any  agreement or instrument to which the Company is a party, and
(vi)  the  Indenture has been qualified under the Trust Indenture
Act of 1939, as amended.

                       VIII.  INDEMNIFICATION

      The  Company  agrees to indemnify and  hold  harmless  each
Reselling  Purchaser and each person, if any, who  controls  such
Reselling  Purchaser within the meaning of either Section  15  of
the  Act or Section 20 of the Exchange Act, from and against  any
and  all  losses, claims, damages and liabilities based upon  any
untrue  statement or alleged untrue statement of a material  fact
contained  in the Registration Statement, the Bidding  Prospectus
or  the  Prospectus  (if  used within the  period  set  forth  in
Paragraph   (D)  of  Article  VI  hereof,  and  as   amended   or
supplemented  if the Company shall have furnished any  amendments
or  supplements thereto), or based upon any omission  or  alleged
omission  to state therein a material fact required to be  stated
therein   or  necessary  to  make  the  statements  therein   not
misleading,  except  insofar as such losses, claims,  damages  or
liabilities are based upon any such untrue statement or  omission
or  alleged  untrue statement or omission based upon  information
furnished  to the Company by any Reselling Purchaser  in  writing
expressly for use therein or by any statement or omission in  the
Statement of Eligibility of the Trustee under the Indenture.  The
foregoing  agreement, insofar as it relates  to  the  Prospectus,
shall  not inure to the benefit of any Reselling Purchaser (or to
the  benefit of any person controlling such Reselling  Purchaser)
on  account of any losses, claims, damages or liabilities arising
from  the  sale of any New Debentures by said Reselling Purchaser
to  any  person  if  a  copy  of the Prospectus  (as  amended  or
supplemented, if prior to distribution of the Prospectus  to  the
Reselling  Purchaser the Company shall have made any  supplements
or  amendments  which  have  been  furnished  to  said  Reselling
Purchaser) shall not have been sent or given by or on  behalf  of
such  Purchaser  to  such  person at  or  prior  to  the  written
confirmation of the sale of the New Debentures to such person and
such statement or omission is cured in the Prospectus.

      Each  Reselling  Purchaser agrees  to  indemnify  and  hold
harmless  the Company, its directors, its officers who  sign  the
Registration Statement and any person controlling the Company  to
the  same  extent as the foregoing indemnity from the Company  to
each  Reselling Purchaser, but only with reference to information
relating to said Reselling Purchaser furnished in
                                 -6-


writing by or on behalf of said Reselling Purchaser expressly for
use in the Registration Statement or the Prospectus.

       In   case   any  proceeding  (including  any  governmental
investigation)  shall  be  instituted  involving  any  person  in
respect  of which indemnity may be sought pursuant to  either  of
the  two  preceding  paragraphs, such  person  (the  "indemnified
party") shall promptly notify the person or persons against  whom
such  indemnity  may  be  sought (the  "indemnifying  party")  in
writing  and  the  indemnifying  party,  upon  request   of   the
indemnified  party, shall retain counsel reasonably  satisfactory
to  the indemnified party to represent the indemnified party  and
any   others  the  indemnifying  party  may  designate  in   such
proceeding  and  shall  pay the fees and  disbursements  of  such
counsel related to such proceeding.  In any such proceeding,  any
indemnified party shall have the right to retain its own counsel,
but the fees and expenses of such counsel shall be at the expense
of  such indemnified party unless the indemnifying party and  the
indemnified party shall have mutually agreed to the retention  of
such counsel.  The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent
but  if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the
indemnified  party  from and against any  loss  or  liability  by
reason of such settlement or judgment.

      If the indemnification provided for in this Article VIII is
unavailable  to  an indemnified party under the first  or  second
paragraph  hereof  or  insufficient in  respect  of  any  losses,
claims,  damages  or liabilities referred to therein,  then  each
indemnifying  party,  in  lieu of indemnifying  such  indemnified
party  shall  contribute to the amount paid or  payable  by  such
indemnified party as a result of such losses, claims, damages  or
liabilities (i) in such proportion as is appropriate  to  reflect
the relative benefits received by the Company on the one hand and
the Reselling Purchaser on the other from the offering of the New
Debentures or (ii) if the allocation provided by clause (i) above
is  not  permitted  by applicable law, in such proportion  as  is
appropriate to reflect not only the relative benefits referred to
in clause (i) above but also the relative fault of the Company on
the  one  hand  and of the Reselling Purchaser on  the  other  in
connection with the statement or omission that resulted  in  such
losses,  claims,  damages or liabilities, as well  as  any  other
relevant   equitable  considerations.   The   relative   benefits
received  by  the  Company  on the one  hand  and  the  Reselling
Purchaser on the other in connection with the offering of the New
Debentures  shall be deemed to be in the same proportion  as  the
total  net  proceeds  from the offering  of  the  New  Debentures
received  by the Company bear to the total commissions,  if  any,
received  by all of the Reselling Purchasers in respect  thereof.
If there are no commissions allowed or paid by the Company to the
Reselling  Purchaser  in  respect  of  the  New  Debentures,  the
relative  benefits  received by the Reselling  Purchaser  in  the
preceding  sentence  shall be the difference  between  the  price
received by such Purchaser upon resale of the New Debentures  and
the  price  paid for the New Debentures pursuant to the  Purchase
Agreement.  The relative fault of the Company on the one hand and
of  the  Reselling Purchaser on the other shall be determined  by
reference  to, among other things, whether the untrue or  alleged
untrue  statement of a material fact or the omission  or  alleged
omission to state a material fact relates to information supplied
by  the  Company or by the Reselling Purchaser and  the  parties'
relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
                                 -7-


      The  amount paid or payable by an indemnified  party  as  a
result of the losses, claims, damages and liabilities referred to
in  the  immediately  preceding  paragraph  shall  be  deemed  to
include, subject to the limitations set forth above, any legal or
other  expenses reasonably incurred by such indemnified party  in
connection  with investigating or defending any  such  action  or
claim.   No person guilty of fraudulent misrepresentation (within
the  meaning  of Section 11(f) of the Act) shall be  entitled  to
contribution  from  any  person  who  was  not  guilty  of   such
fraudulent misrepresentation.

                            IX.  SURVIVAL

      The  indemnity  and  contribution agreements  contained  in
Article  VIII  and  the  representations and  warranties  of  the
Company  contained in Article VII of this Agreement shall  remain
operative  and  in full force and effect regardless  of  (i)  any
termination of this Agreement, (ii) any investigation made by any
Reselling  Purchaser or on behalf of any Reselling  Purchaser  or
any   person  controlling  any  Reselling  Purchaser  and   (iii)
acceptance of and payment for any of the New Debentures.

               X.  TERMINATION BY RESELLING PURCHASER

      At  any time prior to the Closing Date this Agreement shall
be  subject  to  termination in the absolute  discretion  of  any
Reselling  Purchaser,  by notice given  to  the  Company  if  (i)
trading  in  securities generally on the New York Stock  Exchange
shall  have been suspended or materially limited, (ii)  a general
moratorium  on  commercial banking activities in New  York  shall
have   been  declared  by  either  Federal  or  New  York   State
authorities, (iii) minimum prices shall have been established  on
the  New  York  Stock  Exchange by  Federal  or  New  York  State
authorities  or  (iv)  any  outbreak or  material  escalation  of
hostilities  involving the United States or  declaration  by  the
United States of a national emergency or war or other calamity or
crisis shall have occurred, the effect of any of which is such as
to  make  it  impracticable or inadvisable to  proceed  with  the
delivery  of  the New Debentures on the terms and in  the  manner
contemplated by the Prospectus.

                    XI.  TERMINATION BY PURCHASER

      If  this  Agreement shall be terminated  by  the  Purchaser
because  of any failure or refusal on the part of the Company  to
comply with the terms or to fulfill any of the conditions of this
Agreement,  or if for any reason (other than those set  forth  in
Article V) the Company shall be unable to perform its obligations
under  this  Agreement, the Company will reimburse the  Purchaser
for   all   out-of-pocket  expenses  (including  the   fees   and
disbursements  of counsel) reasonably incurred by such  Purchaser
in  connection  with  the  New Debentures.   Except  as  provided
herein,  the Purchaser shall bear all of its expenses,  including
the fees and disbursements of counsel.

                    XII.  SUBSTITUTION OF PURCHASERS

     If for any reason any Purchaser shall not purchase the New
Debentures it has agreed to purchase hereunder, the remaining
Purchasers shall have the right within 24 hours to make
arrangements satisfactory to the Company for the purchase of such
New Debentures hereunder.  If they fail to do so, the amounts of
New Debentures that the remaining Purchasers are obligated,
                                  
                                 -8-

severally, to purchase under this Agreement shall be increased in
the  proportions  which the total amount of New Debentures  which
they  have  respectively agreed to purchase bears  to  the  total
amount of New Debentures which all non-defaulting Purchasers have
so  agreed  to  purchase,  or in such other  proportions  as  the
Purchasers may specify to absorb such unpurchased New Debentures,
provided  that such aggregate increases shall not exceed  10%  of
the  total  amount of the New Debentures set forth in Schedule  A
hereto.   If  any  unpurchased New Debentures still  remain,  the
Company  shall  have the right either to elect to consummate  the
sale  except  as  to  any  such  unpurchased  New  Debentures  so
remaining  or,  within  the next succeeding  24  hours,  to  make
arrangements  satisfactory to the remaining  Purchasers  for  the
purchase  of such New Debentures.  In any such cases, either  the
Purchasers or their representatives or the Company shall have the
right  to  postpone  the Closing Date for  not  more  than  seven
business  days  to a mutually acceptable date.   If  the  Company
shall not elect to so consummate the sale and any unpurchased New
Debentures remain for which no satisfactory substitute  Purchaser
is  obtained in accordance with the above provisions,  then  this
Agreement  shall terminate without liability on the part  of  any
non-defaulting Purchaser or the Company for the purchase or  sale
of  any New Debenture under this Agreement.  No provision in this
paragraph shall relieve the defaulting Purchaser of liability  to
the Company for damages occasioned by such default.

                        XIII.  MISCELLANEOUS

      This Agreement may be signed in any number of counterparts,
each  of which shall be an original, with the same effect  as  if
the signatures thereto and hereto were upon the same instrument.

      This  Agreement  shall  be governed  by  and  construed  in
accordance with the substantive laws of the State of New York.


























N2:posam:35
                                                       EXHIBIT A
                       DALE E. SPORLEDER, ESQ.
          Area Vice President-General Counsel and Secretary

                                  , 1994





and the other Purchasers named in
the Purchase Agreement dated
1994, between GTE North Incorporated
and such Purchasers

               Re:  GTE North Incorporated
                   % Debentures, Series  , Due

Dear Sirs:

I have been requested by GTE North Incorporated, a Wisconsin
corporation (the "Company"), as its Area Vice President-General
Counsel and Secretary to furnish you with my opinion pursuant to
a Purchase Agreement dated          ,
1994 (the "Agreement") between you and the Company, relating to
the purchase and sale of $   ,000,000 aggregate principal amount
of     % Debentures, Series  , Due      of the Company (the "New
Debentures").

     In this connection I have examined among other things:

           (a)  The Articles of Incorporation of the Company, as
     amended, and the by-laws, each as presently in effect;

           (b)   A copy of the Indenture dated as of January  1,
     1994  (the "Indenture"), between the Company and The  First
     National Bank of Chicago, as Trustee (the "Trustee"), under
     which  the  New  Debentures  are  being  issued,  and   the
     resolution  of  the  Board  of  Directors  of  the  Company
     specifically authorizing the New Debentures, including  the
     issuance  and  sale  of  the  New  Debentures  (the  "Board
     Resolution");

           (c)  The form of the New Debentures set forth in  the
     Board Resolution;

           (d)  The records of the corporate proceedings of  the
     Company  relating  to  the  authorization,  execution   and
     delivery of the Indenture;
     
           (e)  The records of the corporate proceedings of  the
     Company  relating  to  the  authorization,  execution   and
     delivery of the Agreement;

           (f)   The  record  of all proceedings  taken  by  the
     Company  relating to the registration of the New Debentures
     under  the Securities Act of 1933, as amended (the  "Act"),
     and   qualification  of  the  Indenture  under  the   Trust
     Indenture Act of 1939, as amended (the "TIA"), particularly
     the Registration Statement (File No. 33-    ), and the Post-
     Effective   Amendment  thereto,  including  the   form   of
     Prospectus  contained  therein (unless  the  context  shall
     otherwise require, the Registration Statement as amended is
     hereinafter  called  the "Registration Statement"  and  the
     final  prospectus, in the form filed under Rule 424 of  the
     Act, dated
             , 1994 is hereinafter called the "Prospectus").

                                 -2-


           (g)  Statutes, permits and other documents relating to
     the Company's certificates of convenience and necessity;

           (h)   The records of proceedings and orders issued  by
     the Illinois Commerce Commission, Indiana Utility Regulatory
     Commission,  Michigan  Public  Service  Commission,   Public
     Utilities  Commission of Ohio, Pennsylvania  Public  Utility
     Commission  and  Public  Service  Commission  of   Wisconsin
     authorizing the issuance and sale of the New Debentures; and
     
           (i)  Certain documents filed by the Company under  the
     Securities  Exchange Act of 1934, as amended (the  "Exchange
     Act"), which are incorporated by reference in the Prospectus
     (the "Incorporated Documents").

      On the basis of my examination of the foregoing and of such
other  documents  and matters as I have deemed necessary  as  the
basis for the opinions hereinafter expressed, I am of the opinion
that:

           1.   The  Company is a corporation duly  incorporated,
     validly existing and in good standing under the laws of  the
     State of Wisconsin, is a duly licensed and qualified foreign
     corporation in good standing under the laws of the states of
     Illinois,  Indiana, Michigan, Ohio, Pennsylvania and  Texas,
     and has adequate corporate power to carry on the business in
     which  it  is  now  engaged.  There are no other  states  or
     jurisdictions in which the qualification or licensing of the
     Company as a foreign corporation is necessary.

            2.    All   legal   proceedings  necessary   to   the
     authorization, issue and sale of the New Debentures  to  you
     have been taken by the Company.
     
          3.  The Agreement has been duly and validly authorized,
     executed and delivered by the Company.

           4.   The  Indenture is in proper form, has  been  duly
     authorized  by  the Company, has been duly executed  by  the
     Company  and  the Trustee and delivered by the  Company  and
     constitutes  a  legal, valid and binding  agreement  of  the
     Company enforceable in accordance with its terms, except  as
     limited  by bankruptcy, insolvency and other laws  affecting
     the enforcement of creditors' rights and the availability of
     equitable  remedies.  The Indenture has been duly  qualified
     under the TIA.

          5.  The New Debentures conform as to legal matters with
     the statements concerning them in the Registration Statement
     and Prospectus and have been duly authorized and executed by
     the  Company  and (assuming due authentication and  delivery
     thereof  by the Trustee) have been duly issued for value  by
     the Company and (subject to the qualifications set forth  in
     paragraph  4  above)  constitute legal,  valid  and  binding
     obligations  of  the Company enforceable in accordance  with
     their terms and are entitled to the benefits afforded by the
     Indenture.
     
     
                                 -3-
     
     
           6.   The  issuance and sale of the New Debentures,  as
     contemplated by the Agreement, have been duly authorized  by
     the Illinois Commerce Commission, Indiana Utility Regulatory
     Commission,  Michigan  Public  Service  Commission,   Public
     Utilities  Commission of Ohio, Pennsylvania  Public  Utility
     Commission, and Public Service Commission of Wisconsin,  and
     such authorizations are in full force and effect and, except
     as  may  be required by the Securities or blue sky  laws  of
     certain  jurisdictions, no other authorization, approval  or
     consent of any governmental regulatory authority is required
     for such issuance and sale of the New Debentures.
     
           7.  The Company holds valid and subsisting franchises,
     licenses  and  permits  adequate  for  the  conduct  of  its
     business  in the territory served by it, except for  limited
     areas where the Company operates by sufferance, and none  of
     the  franchises, licenses or permits of the Company  contain
     any unduly burdensome restrictions.

           8.   The  Registration Statement became effective  for
     bidding purposes on         , 1994, and on         , 1994  a
     Post-Effective  Amendment was filed under Rule  445  of  the
     Act; and thereupon the Prospectus became lawful for use  for
     the  purposes  specified in the Act in connection  with  the
     offer  for sale of the New Debentures in the manner  therein
     specified;  and to the best of my knowledge, no  proceedings
     under  Section  8  of  the Act looking toward  the  possible
     issuance of a stop order with respect thereto are pending or
     threatened and the Registration Statement remains in  effect
     on  the  date  hereof.  The Registration Statement  and  the
     Prospectus  comply as to form in all material respects  with
     the  relevant provisions of the Act and of the Exchange  Act
     as   to  documents  incorporated  by  reference  into   said
     Registration   Statement  and  the  applicable   rules   and
     regulations  of  the  Securities  and  Exchange   Commission
     thereunder,  except  that I express no  opinion  as  to  the
     financial  statements contained therein.  The Prospectus  is
     lawful  for  use for the purposes specified in  the  Act  in
     connection  with  the offer for sale and  sale  of  the  New
     Debentures  in the manner therein specified.  The Statements
     of law and legal conclusions referred to in the Registration
     Statement and Prospectus as expressing my opinion as counsel
     for   the  Company  are  correct.   I  participated  in  the
     preparation of the Registration Statement and Prospectus and
     I have no reason to believe that the Registration Statement,
     the  Prospectus  or  any  document incorporated  therein  by
     reference,  considered as a whole on the effective  date  of
     the Registration Statement and on the date hereof, contained
     or  contains  any  untrue statement of a  material  fact  or
     omitted or omits to state any material fact required  to  be
     stated  therein or necessary to make the statements  therein
     not misleading.

                                   Very truly yours,









N2:posam:38
                                                       EXHIBIT B

                   MILBANK, TWEED, HADLEY & McCLOY
                       1 Chase Manhattan Plaza
                      New York, New York 10005

                                                        , 1994

                       GTE NORTH INCORPORATED
            $   ,000,000      % Debentures, Series  , Due





and the other several Purchasers
referred to in the Purchase Agreement
dated          , 1994, among such
Purchasers and GTE North Incorporated

Dear Sirs:

      We  have  been  designated by GTE North  Incorporated  (the
"Company") as counsel for the successful bidders for $   ,000,000
aggregate principal amount of its     % Debentures, Series  , Due
(the  "New  Debentures").  Pursuant to such designation  and  the
terms of a Purchase Agreement dated       , 1994, relating to the
New  Debentures (the "Purchase Agreement"), entered into  by  you
with  the  Company, we have acted as your counsel  in  connection
with your several purchases this day from the Company of the  New
Debentures,  which  are  issued under an Indenture  dated  as  of
January 1, 1994, ("Indenture") between the Company and The  First
National Bank of Chicago, as trustee (the "Trustee").

      We  have  reviewed originals, or copies  certified  to  our
satisfaction,   of  such  corporate  records  of   the   Company,
agreements   and  other  instruments,  certificates   of   public
officials and of officers and representatives of the Company, and
other  documents, as we have deemed necessary as a basis for  the
opinions  hereinafter  expressed.  In such  examination  we  have
assumed  the  genuineness of all signatures, the authenticity  of
all  documents submitted to us as originals, the conformity  with
the  original  documents  of all documents  submitted  to  us  as
copies,  and  the authenticity of the originals  of  such  latter
documents.   As  to  various questions of fact material  to  such
opinions,  we  have, when relevant facts were  not  independently
established,  relied  upon  certifications  by  officers  of  the
Company  and  statements contained in the Registration  Statement
hereinafter mentioned.

      In  addition,  we attended the closing held  today  at  the
offices of GTE Service Corporation, One Stamford Forum, Stamford,
Connecticut, at which the Company caused to be delivered to  your
representatives for your several accounts $   ,000,000  aggregate
principal amount of the New Debentures against payment therefor.

     On  the  basis of the foregoing and having regard  to  legal
considerations which we deem relevant, we express  the  following
opinions:
     
           1.  The Company is a validly existing corporation,  in
     good standing, under the laws of the State of Wisconsin.

                                 -2-


           2.   The  Purchase Agreement has been duly authorized,
     executed and delivered by and on behalf of the Company.

           3.   The  Indenture has been duly authorized, executed
     and  delivered by the Company and constitutes a valid, legal
     and   binding  agreement  of  the  Company  enforceable   in
     accordance  with its terms, except as limited by bankruptcy,
     insolvency,  reorganization, moratorium or similar  laws  of
     general   applicability  affecting  the  enforceability   of
     creditors'  rights.  The enforceability of the Indenture  is
     subject  to  the  effect  of general  principles  of  equity
     (regardless of whether considered in a proceeding in  equity
     or  at  law), including without limitation (i) the  possible
     unavailability of specific performance, injunctive relief or
     any other equitable remedy and (ii) concepts of materiality,
     reasonableness, good faith and fair dealing.  The  Indenture
     has  been  duly qualified under the Trust Indenture  Act  of
     1939, as amended.

           4.   The New Debentures have been duly authorized  and
     conform  as to legal matters in all substantial respects  to
     the   description  thereof  contained  in  the  Registration
     Statement  and  Prospectus hereinafter mentioned.   The  New
     Debentures  (assuming due execution thereof by  the  Company
     and  due  authentication and delivery by the  Trustee)  have
     been  duly  issued for value by the Company and (subject  to
     the  qualifications stated in paragraph 3 above)  constitute
     legal, valid and binding obligations of the Company, and are
     entitled  to  the  benefits afforded  by  the  Indenture  in
     accordance  with the terms of the Indenture and of  the  New
     Debentures.

           5.   The  issuance and sale of the New  Debentures  as
     contemplated  by  the  Purchase  Agreement  have  been  duly
     authorized by Illinois Commerce Commission, Indiana  Utility
     Regulatory  Commission, Michigan Public Service  Commission,
     Public  Utilities  Commission of Ohio,  Pennsylvania  Public
     Utility   Commission,  and  Public  Service  Commission   of
     Wisconsin,  and, except as may be required by the securities
     or blue sky laws of certain jurisdictions, no authorization,
     approval  or  consent  of any other governmental  regulatory
     authority is required for such issuance and sale of the  New
     Debentures.

          6.  On the basis of information received by the Company
     from   the   Securities   and   Exchange   Commission   (the
     "Commission") the Registration Statement with respect to the
     New  Debentures (the "Registration Statement"),  filed  with
     the  Commission pursuant to the Securities Act of  1933,  as
     amended (the "Act"), became effective under the Act on
        ,  1994 for the purpose of inviting bids.  Post-Effective
     Amendment  No.  1 to said Registration Statement  was  filed
     with the Commission on
               ,  1994 (the Registration Statement as so amended,
     except  where  the context otherwise requires, being  herein
     called  the "Registration Statement").  From and  after  the
     time  of  filing with the Commission of such Amendment,  the
     Prospectus  dated         ,  1994 (the "Prospectus")  became
     lawful  for  use for the purposes specified in the  Act,  in
     connection  with  the offer for sale and  sale  of  the  New
     Debentures  in  the  manner therein  specified,  subject  to
     compliance  with the provisions of securities  or  blue  sky
     laws  of certain jurisdictions in connection with the  offer
     for   sale   or   sale  of  the  New  Debentures   in   such
     jurisdictions.    To   the  best  of   our   knowledge   the
     Registration Statement remains in effect at this date.
     
                                 -3-


           7.   The  Registration Statement  and  the  Prospectus
     (except  any  financial statements or other  financial  data
     contained or incorporated by reference therein, as to  which
     no  opinion is expressed) comply as to form in all  material
     respects with the relevant requirements of the Act  and  the
     applicable published instructions, rules and regulations  of
     the Commission thereunder.

     We are members of the State of New York bar only and, except
as  set  forth  in the next paragraph, express no opinion  as  to
matters governed by any laws other than the laws of the State  of
New York and the Federal laws of the United States of America.

The  Registration Statement was filed on Form S-3 under  the  Act
and,  accordingly, the Prospectus does not necessarily contain  a
current  description of the Company's business and affairs  since
Form  S-3 provides for the incorporation by reference of  certain
documents filed with the Commission which contain descriptions as
of  various  dates.  We participated in conferences with  counsel
for,  and representatives of, the Company in connection with  the
preparation of the Registration Statement and Prospectus  and  we
have  reviewed certain documents filed by the Company  under  the
Securities Exchange Act of 1934, as amended (the "Exchange  Act")
which  are  incorporated  by reference in  the  Prospectus  (such
documents as have been filed prior to the effective date  of  the
Registration  Statement  and listed in the  Prospectus  as  being
incorporated  by  reference are herein called  the  "Incorporated
Documents").   In  connection  with  our  participation  in   the
preparation  of the Registration Statement and the Prospectus  we
have  not  independently verified the accuracy,  completeness  or
fairness   of  the  statements  contained  therein  or   in   the
Incorporated  Documents,  and  the limitations  inherent  in  the
review made by us and the knowledge available to us are such that
we are unable to assume, and we do not assume, any responsibility
for  the  accuracy, completeness, or fairness of  the  statements
contained  in the Registration Statement, the Prospectus  or  the
Incorporated  Documents, except as otherwise specifically  stated
herein.   None  of the foregoing disclosed to us any  information
which  gave us reason to believe that the Registration Statement,
the  Prospectus  or the Incorporated Documents, considered  as  a
whole on the effective date of the Registration Statement and  on
the  date hereof, contained or contain any untrue statement of  a
material  fact  or  omitted  or omit to  state  a  material  fact
required  to be stated therein or necessary in order to make  the
statements therein not misleading.  We express no opinion  as  to
any document filed by the Company under the Exchange Act, whether
prior  or subsequent to such effective date, except to the extent
that such documents are Incorporated Documents read together with
the Registration Statement or the Prospectus and considered as  a
whole,  nor  do  we  express  any opinion  as  to  the  financial
statements  or other financial data included in or omitted  from,
or  incorporated by reference in the Registration Statement,  the
Prospectus or the Incorporated Documents.

                                   Very truly yours,


                                   MILBANK, TWEED, HADLEY &
McCLOY




N2:posam:41

                                                        EXHIBIT
                                                        C

              LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS

     The letter of independent public accountants for the Company
to  be  delivered pursuant to Article IV, paragraph  (E)  of  the
document   entitled   Standard  Purchase  Agreement   Provisions,
January, 1994 Edition, shall be to the effect that:

      At  the closing, the Purchaser(s) shall have received  such
number  of  copies  as  are necessary to  provide  one  for  each
Purchaser  of  a letter addressed to the Company and satisfactory
to  the  Purchaser(s),  dated as of a date  not  more  than  five
business  days prior to the Closing Date, from Arthur Andersen  &
Co., confirming that they are independent public accountants with
respect  to  the Company within the meaning of the  Act  and  the
applicable  published  rules and regulations  of  the  Commission
thereunder, specifically Rule 2-01 of Regulation S-X, and stating
in  effect(1) that in their opinion, the financial statements and
schedules examined by them and incorporated by reference  in  the
Prospectus  comply as to form in all material respects  with  the
applicable  accounting requirements of the Act, and the  Exchange
Act, and the published rules and regulations thereunder, and  (2)
that  although they have not audited any financial statements  of
the  Company as of any date or for any period subsequent  to  the
prior-year audit, and although they have conducted an  audit  for
that  period, the purpose (and therefore the scope) of the  audit
was  to  enable  them to express their opinion on  the  financial
statements as of that date and for the year then ended,  but  not
on  the  financial statements for any interim period within  that
year;  therefore,  they  are unable to and  do  not  express  any
opinion on the unaudited condensed balance sheet as of the latest
available interim date, and the unaudited condensed statements of
income,  reinvested  earnings, and  cash  flows  for  the  latest
available  interim  period subsequent to  that  prior-year  audit
which  are  included in the prospectus; they have  performed  the
procedures  specified  by  the American  Institute  of  Certified
Public  Accountants for a review of interim financial information
as described in SAS No. 71, Interim Financial Information, on the
latest  available unaudited interim financial statements prepared
by  the  Company, inquired of certain officials  of  the  Company
responsible  for financial and accounting matters, and  read  the
minutes  of  the  Board  of  Directors and  shareholders  of  the
Company,  all  of  which procedures have been agreed  to  by  the
Purchaser(s),  nothing has come to their attention  which  caused
them  to  believe  that:  (a)  any  unaudited  interim  condensed
financial  statements incorporated by reference in the Prospectus
(i)  do  not comply as to form in all material respects with  the
applicable  accounting requirements of the  Exchange  Act  as  it
applies  to  Form  10-Q  and  the  related  published  rules  and
regulations  thereunder  or  (ii)  have  not  been  presented  in
conformity with generally accepted accounting principles  applied
on  a  basis  substantially consistent with that of  the  audited
financial statements incorporated by reference in the Prospectus;
or  (b)  (i)  as  of  the date of the latest available  unaudited
interim  financial statements prepared by the Company, there  was
any change in the capital stock, short-term indebtedness or long-
term  debt  of  the  Company or any decrease  in  net  assets  as
compared  with  the  amounts shown on the  latest  balance  sheet
incorporated by reference in the Prospectus, (ii) for the  period
ended as of the date of the latest



                                 -2-


available unaudited interim financial statements prepared by  the
Company   there  were  any  decreases,  as  compared   with   the
corresponding  period of the prior year, in  operating  revenues,
net  operating income, net income, or ratio of earnings to  fixed
charges, or (iii) at the date of such letter there was any change
in  the capital stock, short-term indebtedness or long-term  debt
of  the  Company or any decrease in net assets as  compared  with
amounts  shown  on  the  latest  balance  sheet  incorporated  by
reference in the Prospectus, except in all instances for  changes
or  decreases which the Prospectus discloses have occurred or may
occur  or  as  disclosed in such letter and  except  for  changes
occasioned  by  the declaration and payment of dividends  on  the
stock of the Company or occasioned by sinking fund payments  made
on the debt securities of the Company.








































N2:posam:43



                                                  Exhibit 4.2
                                  
                                  
                       GTE NORTH INCORPORATED
                   BOARD OF DIRECTORS' RESOLUTION
                                  
                                  
                                  
                                  
RESOLVED:

     (1)  GTE North Incorporated (the "Company") shall create and
issue debentures in the principal amount of $200,000,000
designated as the "GTE North Incorporated _____% Debentures,
Series B, Due 1999" (the "Debentures"), with the terms set forth
in the proposal of the purchasers and the Indenture dated as of
January 1, 1994 ("Indenture"), between the Company and The First
National Bank of Chicago, as Trustee ("Trustee"), to wit:

     (a)                           The Debentures shall mature on
     February 15, 1999.
     
     (b)                           The Debentures shall bear
     interest from February 15, 1994, until the principal thereof
     becomes due and payable at the rate of _____% per annum,
     payable semi-annually on February 15 and August 15 in each
     year, and any overdue principal and (to the extent that the
     payment of such interest is enforceable under applicable
     law) any overdue installment of interest thereon shall bear
     interest at the same rate per annum; the principal of and
     the interest on said Debentures shall be payable in any coin
     or currency of the United States of America which at the
     time of payment is legal tender for the payment of public
     and private debts, at the office or agency of the Company in
     the City of Chicago, County of Cook and State of Illinois,
     provided, however, that payment of interest may be made at
     the option of the Company by check mailed to the registered
     holder at such address as shall appear in the Security
     Register. The regular record date with respect to any
     interest payment date for the Debentures shall mean the
     February 1 or August 1, as the case may be, next preceding
     such interest payment date, whether or not such dates are a
     business day.
     
     (c)                           The Debentures will not be
     redeemable prior to maturity.
     
     (d)                           The Debentures and the
     Trustee's Certificate of Authentication to be endorsed
     thereon are to be substantially in the following forms:
     
                                  
                                  
                                  
                     (FORM OF FACE OF DEBENTURE)
                                  
                                  
No. _____________                                 $ _____________


                       GTE North Incorporated
                 ____% Debentures, Series B, Due 1999
                                  
                                  
GTE North Incorporated, a corporation duly organized and existing
under the laws of the State of Wisconsin (herein referred to as
the "Company"), for value received, hereby promises to pay to
.................. or registered assigns, the principal sum
of......................... Dollars on February 15, 1999 and to
pay interest on said principal sum from February 15, 1994, or
from the most recent interest payment date to which interest has
been paid or duly provided for, semi-annually on February 15 and
August 15 in each year, commencing August 15, 1994 at the rate of
_____% per annum until the principal hereof shall have become due
and payable, and on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the same rate per annum.
The interest installment so payable, and punctually paid or duly
provided for, on any interest payment date will, as provided in
the Indenture hereinafter referred to, be paid to the person in
whose name this Debenture (or one or more Predecessor Securities,
as defined in said Indenture) is registered at the close of
business on the regular record date for such interest
installment, which shall be the February 1 or August 1, as the
case may be (whether or not a business day), next preceding such
interest payment date. Any such interest installment not so
punctually paid or duly provided for shall forthwith cease to be
payable to the registered holder on such regular record date, and
may be paid to the person in whose name this Debenture (or one or
more Predecessor Securities) is registered at the close of
business on a special record date to be fixed by the Trustee for
the payment of such defaulted interest, notice whereof shall be
given to the registered holders of this series of Debentures not
less than 10 days prior to such special record date, or may be
paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the
Debentures may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture
hereinafter referred to. The principal of and the interest on
this Debenture shall be payable at the office or agency of the
Company maintained for that purpose in the City of Chicago,
County of Cook and State of Illinois in any coin or currency of
the United States of America which at the time of payment is
legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of
the Company by check mailed to the registered holder at such
address as shall appear in the Security Register.

This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, or be valid or become
obligatory for any purpose, until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.

The provisions of this Debenture are continued on the reverse
side hereof and such continued provisions shall for all purposes
have the same effect as though fully set forth at this place.

                                 -2-

     IN WITNESS WHEREOF, the Company has caused this instrument
to be executed.

                                   Dated _______________________


                                   GTE NORTH INCORPORATED


                                   By __________________________

                                   Title:  _____________________


Attest:



                                   By __________________________

                                   Title:  _____________________


ILLINOIS COMMERCE COMMISSION IDENTIFICATION NUMBER 5883


               (FORM OF CERTIFICATE OF AUTHENTICATION)
                                  
                    CERTIFICATE OF AUTHENTICATION
                                  
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                 The First National Bank of Chicago,
                as Trustee, Authenticating Agent and
                         Security Registrar
                                  
                                  
                    By __________________________
                         Authorized Officer
                                  
                                  
                   (FORM OF REVERSE OF DEBENTURE)
                                  
This Debenture is one of a duly authorized series of Securities
of the Company (herein sometimes referred to as the
"Securities"), all issued or to be issued in one or more series
under and pursuant to an Indenture dated as of January 1, 1994,
duly executed and delivered between the Company and The First
National Bank of Chicago, a national banking association
organized and existing under the laws of the United States of
America, as Trustee (herein referred to as the "Trustee") (said
Indenture hereinafter referred to as the "Indenture"), to which
Indenture reference is hereby made for a description of the
rights, limitation of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the
Securities. By the terms of the Indenture, the Securities are
issuable in series which may vary as to amount, date of maturity,
rate of interest and in other respects as in the Indenture
provided. This Debenture is one of the series designated on the
face hereof (herein called the "Debentures") limited in aggregate
principal amount to $200,000,000.



                                 -3-

In case an Event of Default, as defined in the Indenture, with
respect to the Debentures shall have occurred and be continuing,
the principal of all of the Debentures may be declared, and upon
such declaration shall become, due and payable, in the manner,
with the effect and subject to the conditions provided in the
Indenture.

The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the Securities of each
series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders
of the Securities; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Securities
of any series, 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 the holders of each Security then
outstanding and affected thereby. The Indenture also contains
provisions permitting the holders of a majority in aggregate
principal amount of the Securities of any series at the time
outstanding, on behalf of the holders of Securities of such
series, to waive any past default in the performance of any of
the covenants contained in the Indenture, or established pursuant
to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal
of, or premium, if any, or interest on any of the Securities of
such series. Any such consent or waiver by the registered holder
of this Debenture (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such holder and upon all
future holders and owners of this Debenture and of any Debenture
issued in exchange herefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether
or not any notation of such consent or waiver is made upon this
Debenture.

No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Debenture at the
times and place and at the rate and in the money herein
prescribed.

The Debentures are issuable as registered Debentures without
coupons in denominations of $1,000 or any integral multiple
thereof.  Debentures may be exchanged, upon presentation thereof
for that purpose, at the office or agency of the Company in the
City of Chicago, County of Cook and State of Illinois, for other
Debentures of authorized denominations, and for a like aggregate
principal amount and series, and upon payment of a sum sufficient
to cover any tax or other governmental charge in relation
thereto.

The Debentures will not be redeemable prior to maturity.

As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable by the
registered holder hereof on the Security Register of the Company,
upon surrender of this Debenture for registration of transfer at
the office or agency of the Company in the City of Chicago,
County of Cook and State of Illinois accompanied by a written
instrument or instruments of transfer in form satisfactory to the
Company or the Security Registrar duly executed by the registered
holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Debentures of authorized denominations
and for the same aggregate principal amount and series will be
issued to the designated transferee or transferees. No service
                                 -4-

charge will be made for any such transfer, but the Company may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this
Debenture the Company, the Trustee, any paying agent and any
Security Registrar may deem and treat the registered holder
hereof as the absolute owner hereof (whether or not this
Debenture shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the
Security Registrar) for the purpose of receiving payment of or on
account of the principal hereof and (subject to Section 2.03 of
the Indenture) interest due hereon and for all other purposes,
and neither the Company nor the Trustee nor any paying agent nor
any Security Registrar shall be affected by any notice to the
contrary.

No recourse shall be had for the payment of the principal of or
the interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration
for the issuance hereof, expressly waived and released.

Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Indenture.

     (2)  The office of The First National Bank of Chicago is
hereby designated and created as the agency of the Company in the
City of Chicago, County of Cook and State of Illinois at which
(i) both the principal and the interest on the Debentures are
payable and where notices, presentations and demands to or upon
the Company in respect of the Debentures may be given or made,
(ii) the Debentures may be surrendered for transfer or exchange
and transferred or exchanged in accordance with the terms of the
Indenture and (iii) books for the registration and transfer of
the Debentures shall be kept;

     (3)  The office of The First National Bank of Chicago is
hereby designated and created as Security Registrar of the
Company in the City of Chicago, County of Cook and State of
Illinois at which (i) the Company shall register the Debentures,
(ii) the Debentures may be surrendered for transfer or exchange
and transferred or exchanged in accordance with the terms of the
Indenture, and (iii) books for the registration and transfer of
the Debentures shall be kept;

     (4)  The Debentures authorized at this meeting shall be in
substantially the form and shall have the characteristics
provided in the Indenture, and the form of the Debentures of such
series set forth in these resolutions is hereby approved and
adopted;

FURTHER RESOLVED:

     (1)  The President or any Vice President is hereby
authorized and directed to sign a Purchase Agreement in
substantially the form of the Purchase Agreement provided as an
exhibit to the registration statement filed with respect to the
Debentures (the "Registration Statement"), reflecting the terms
of the Debentures approved hereby.


                                 -5-

     (2)  The President or any Vice President and the Secretary
or any Assistant Secretary are hereby authorized and directed to
deliver to the Trustee a certified record of this Board
Resolution setting forth the terms of this Series B as required
by Section 2.01 of the Indenture.

     (3)  The President or any Vice President is hereby
authorized and directed to execute $200,000,000 aggregate
principal amount of Debentures on behalf of the Company under its
corporate seal or a facsimile attested by the Secretary or any
Assistant Secretary, and the signature of the President, or any
Vice President, may be in the form of a facsimile signature of
the present or any future President or Vice President and/or the
signature of the Secretary or any Assistant Secretary in
attestation of the corporate seal may be in the form of a
facsimile signature of the present or any future Secretary or
Assistant Secretary, and should any officer who signs, or whose
facsimile signature appears upon, any of the Debentures, cease to
be such an officer prior to their issuance, the Debentures so
signed or bearing such facsimile signature shall still be valid
and, without prejudice to the use of the facsimile signature of
any other officer as hereinabove authorized, the facsimile
signature of Earl A. Goode, President, and the facsimile
signature of Dale E. Sporleder, Secretary, are hereby expressly
approved and adopted;

     (4)  The officers are hereby authorized and directed to
cause the Debentures to be delivered to the Trustee for
authentication and delivery by it in accordance with the
provisions of the Indenture, and the Trustee is hereby authorized
and requested to authenticate the Debentures upon compliance by
the Company with the provisions of the Indenture and to deliver
the same to or upon the written order of the President or any
Vice President, and the President or any Vice President is hereby
authorized and directed to apply to the Trustee for the
authentication and delivery of the Debentures;

     (5)  The President or any Vice President and the Treasurer
or any Assistant Treasurer are hereby authorized and empowered to
endorse, in the name and on behalf of the Company, any and all
checks received in connection with the sales of the Debentures
for application as set forth in the "Use of Proceeds" section of
the Registration Statement, or for deposit to the account of the
Company in any bank, and that any such endorsement be sufficient
to bind the Company;

     (6)  The officers are hereby authorized and directed to sell
to the purchasers the aggregate principal amounts of the
Debentures at the price and upon the terms and conditions set
forth in the Purchase Agreement covering the sale of the
Debentures; and

     (7)  The officers are authorized and directed to execute and
deliver all such instruments and documents, to incur on behalf of
the Company all such expenses and obligations, to make all such
payments, and to do all such other acts and things as they may
consider necessary or desirable in connection with the
accomplishment of the intent and purposes of the foregoing
resolutions.











N2:posam:50




                                                       Exhibit 26
                       GTE NORTH INCORPORATED

               Invitation For Bids For the Purchase of
         $200,000,000 _____% Debentures, Series B, Due 1999


     GTE NORTH INCORPORATED (the "Company") is inviting bids,
subject to the terms and conditions stated herein, for the
purchase from it of $200,000,000 aggregate principal amount of
its _____% Debentures, Series B, Due 1999 (the "Debentures").

1.  Information Respecting the Company and the Debentures.

     Prospective bidders may examine, at the office of the
Assistant Secretary of the Company, 19845 North U.S. 31,
Westfield, Indiana 46074, or at the office of GTE Service
Corporation, 10th Floor, One Stamford Forum, Stamford,
Connecticut 06904 (Telephone (203) 965-2986), on any business day
between 10:00 A.M. and 4:00 P.M., the following:

          (a)  the Registration Statement on Form S-3 (including
     the Prospectus, documents incorporated by reference and
     exhibits), with respect to the Debentures;
     
          (b)  the Articles of Incorporation of the Company, as
     amended;
     
          (c)  a copy of the Indenture dated as of January 1,
     1994 (herein called the "Indenture") under which the
     Debentures are to be issued, together with the resolution of
     the Board of Directors of the Company specifically
     authorizing the issuance of the Debentures;
     
          (d)  the form of Purchase Agreement (including the
     Standard Purchase Agreement Provisions (January, 1994
     Edition)) to be used in submitting bids for the purchase of
     the Debentures;
     
          (e)  the form of questionnaire to be provided by
     prospective bidders; and
     
          (f)  memoranda prepared by counsel to the Company with
     respect to the status of the Debentures under securities or
     blue sky laws of certain jurisdictions.
     
     Copies of said documents in reasonable quantities (except
the Articles of Incorporation of the Company, the Indenture, and
other exhibits to the Registration Statement) will be supplied
upon request, so long as available, to prospective bidders.

     The Company reserves the right to amend the Registration
Statement (including exhibits thereto) and Prospectus and to
supplement the Prospectus in such manner as shall not be
unsatisfactory to Messrs. Milbank, Tweed, Hadley & McCloy.  The
Company will make copies of any such amendments or supplements
available for examination at the above offices in Westfield and
Stamford.

2.  Information Respecting the Bidders to be Furnished to the
Company.

     In the case of a bid by a group of bidders, the several
bidders in the group shall act through a duly authorized
representative or representatives (the "Representative"), who may
be included in such group, and who shall be designated and
authorized as such in the questionnaires filed by members of such
group.
                                 -2-


     No bid will be considered unless the bidder or, in the case
of a group of bidders, each member of the group, shall have
furnished to the Company, and the Company shall have received,
two signed copies of the form of questionnaire referred to above,
properly filled out (the Company reserving, however, the right to
waive the form of the questionnaire or any irregularity which it
deems to be immaterial in any such questionnaire and to extend
either generally or in specific instances the time for furnishing
questionnaires, and specifically reserving the right to obtain
all required bidder information by telegraph or other means of
communication).  Such copies shall be furnished to the Company at
the office of GTE Service Corporation, 10th Floor, One Stamford
Forum, Stamford, CT 06904, Attention: David S. Kauffman, Esq.,
before 5:00 P.M., New York City time on February   , 1994 (or on
such later date as may be determined pursuant to Section 4
hereof).  Notwithstanding the furnishing of such questionnaires
to the Company, any prospective bidder or group of prospective
bidders thereafter may determine, without liability to the
Company, not to bid, or any of the several members of a group may
withdraw therefrom and additional members may be added thereto if
a questionnaire properly filled out and signed by each additional
member is filed at or before the time of submission of the bid of
such group.  Without the consent of the Company not more than
three additional members may be so included in such group after
the time or any extended time for filing questionnaires shall
have expired.

3.  Form and Contents of Bids.

     Each bid shall be for the purchase of all of the Debentures.

     Each bid may be made by a single bidder or by a group of
bidders.  In case the bid of a group of bidders is accepted, the
obligations of the members of the group to purchase the
respective principal amounts of Debentures indicated in the bid
shall be several and not joint.  Such bidders shall act through a
duly authorized Representative who may be included in the group
and said Representative shall be empowered to bind the bidders in
the group.  No bidder may submit or participate in more than one
bid.

4.  Submission of Bids and Delivery of Confirmation of Bids.

     All bids must be submitted by telephone and confirmed in
writing in the manner set forth in Exhibit A, Confirmation of
Bid, attached, signed by the Representative on behalf of the
members of a group of bidders, or in the case of a single bidder,
by such bidder.  Each bid must specify: (a) the interest rate,
which shall be a multiple of 1/8 of 1%; and (b) the price to be
paid to the Company for the Debentures, which shall be expressed
as a percentage of the principal amount of the Debentures and
shall not be less than 98% thereof nor more than 101% thereof.
The Confirmation of Bid shall specify the same interest rate and
price specified in the telephonic bid.

     The Company reserves the right in its discretion from time
to time to postpone the time and the date for submission of bids
for an aggregate period
of not exceeding thirty days, and will give notice of any such
postponement to each prospective bidder, or the Representative of
each group of prospective bidders, who have filed questionnaires
as provided in Section 2 hereof, specifying in such notice the
changes in the times and dates set forth in the Purchase
Agreement occasioned by such postponement.  In the event that any
such postponement should be for a period of more than three full
business days after the date of sending or delivering such
notice, the time for filing of questionnaires by prospective
bidders under Section 2 hereof shall by such notice be postponed
to 5:00 P.M., New York City time, at the place of delivery
specified in Section 2 hereof, on the third full business day
prior to the postponed date for presentation and opening of bids.

                                 -3-


5.  Acceptance or Rejection of Bids.

     The Company may reject all bids, but if any bid for the
Debentures is accepted the Company will accept that bid which
shall result in the lowest "annual cost of money" to the Company
for the Debentures, and any bid not so accepted by the Company
shall, unless such bid shall be involved in rebidding as
hereinafter provided, be deemed to have been rejected.  The
lowest annual cost of money to the Company for the Debentures
shall be determined by the Company and such determination shall
be final.  In case the lowest annual cost of money to the Company
is provided by two or more such bids, the Company (unless it
shall reject all bids) will give the makers of such identical
bids an opportunity (the duration of which the Company may in its
sole discretion determine) to improve their bids.  The Company
will accept, unless it shall reject all bids, the improved bid
providing the Company with the lowest annual cost of money for
the Debentures.  If no improved bid is made within the time fixed
by the Company, or if upon such rebidding the lowest annual cost
of money to the Company is again provided by two or more bids,
the Company may without liability to the maker of any other bid
accept any one of such bids in its sole discretion, or may reject
all bids.

     The Company further reserves the right to reject the bid of
any bidder or group of bidders if the Company, in the opinion of
its counsel, may not lawfully sell the Debentures to such bidder
or to any member of such group, and to reject the bid of any
bidder or group of bidders if such bidder or any member of such
group is in such relationship with the Trustee under the
Indenture or the trustees under the Company's first mortgage
indenture as would disqualify it under Section 310(b) of the
Trust Indenture Act of 1939, as amended, from acting as such
trustee if the bid of such bidder or group of bidders should be
accepted, unless, in the case of a group of bidders, prior to
1:00 P.M., New York City time, on the date on which the bids are
opened, the member or members to which, in the opinion of the
Company's counsel, the Debentures may not be lawfully sold or
which would cause such disqualification have withdrawn from the
group and the remaining members have agreed to purchase the
Debentures which such withdrawing member or members had offered
to purchase.

6.  Purchase Agreement and Completion of Registration Statement.

     The Company will signify its acceptance of a bid by signing
the Purchase Agreement.  The Company shall, upon request, execute
the acceptance on additional copies of the Purchase Agreement
furnished by the Representative of the successful bidders.  Upon
the acceptance of a bid, the successful bidder, or, in the case
of a bid by a group of bidders, the Representative on behalf of
the successful bidders, shall furnish to the Company, in writing,
all information regarding the bidder or bidders and the public
offering, if any, of the Debentures required in connection with
the post-effective amendment to the Registration Statement, any
further information regarding the bidders and the public
offering, if any, to be made by them, which may be required to
complete the applications filed by the Company with public
authorities having jurisdiction, and other information required
by law in respect of the purchase or sale of the Debentures as
herein contemplated.

7.  Delivery of the Debentures.

     The Debentures will be delivered in temporary or definitive
form, at the election of the Company, to the purchasers of the
Debentures at the place, at the time and in the manner indicated
in the Purchase Agreement, against payment of the purchase price
therefor as provided in the Purchase Agreement.


                                 -4-


8.  Opinion of Counsel for the Purchasers.

     Messrs. Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan
Plaza, New York, N.Y. 10005, have been requested by the Company
to act as counsel for the successful bidder or bidders of the
Debentures and to give to the purchasers an opinion as outlined
in the Purchase Agreement.  Such counsel have reviewed or will
review, from the standpoint of possible purchasers of the
Debentures, the form of the Registration Statement and the
Prospectus and competitive bidding papers, including the Purchase
Agreement, and have reviewed or will review the corporate
proceedings with respect to the issue and sale of the Debentures.
Prospective bidders may confer with Messrs. Milbank, Tweed,
Hadley & McCloy with respect to any of the foregoing matters at
the offices of said firm, 1 Chase Manhattan Plaza, New York, N.Y.
10005, Attn.: George J. Forsyth, Esq.  The successful bidders are
to pay the compensation and disbursements of such counsel, except
as otherwise provided in the Purchase Agreement.  Such counsel
will, on request, advise any prospective bidder who has, or the
Representative of any group of prospective bidders who have,
furnished questionnaires as provided in Section 2 hereof, of the
amount of such compensation and of the estimated amount of such
disbursements.




                                   GTE NORTH INCORPORATED



                                   Earl A. Goode
                                   President



February  , 1994



























N2:posam:55
                                                       EXHIBIT A

                       GTE NORTH INCORPORATED
                           (the "Company")

                       CONFIRMATION OF BID FOR

          $200,000,000     % Debentures, Series B, Due 1999
                         (the "Debentures")


                                TERMS

Maturity:  February 15, 1999.

Interest Payable:  Semi-annually on February 15 and August 15,
commencing
                   August 15, 1994.

Redemption Provisions:  The Debentures will not be redeemable
prior to
                        maturity.

NAME OF BIDDER:
_________________________________________________________


TELEPHONE NUMBER TO BE USED TO CALL IN BID:
_____________________________


TIME AND DATE BID RECEIVED:
_____________________________________________
    (to be completed by GTE Service Corporation on behalf of the
                              Company)

     By submitting this bid, the bidder named above agrees to the
following terms and conditions:

o  Each bid shall be for the purchase of all of the Debentures.

o  Each bid may be made by a single bidder or by a group of
bidders.

o  the bidder acknowledges that it (and all members of the
  bidding group it represents) has received a copy of the
  Prospectus dated February __, 1994.

o  If the bid is made by a group of bidders, the undersigned
  represents and warrants that it is fully authorized by all
  bidders in the group to act on their behalf and to bind them
  to the terms of the Purchase Agreement relating to the
  Debentures.

o  Each bid shall specify:

      -  the annual interest rate on the Debentures, which rate
        shall be a multiple of 1/8%;

      -  the price (exclusive of accrued interest) to be paid to
        the Company for the Debentures, which price shall not be
        less than 98% and not more than 101% of the principal
        amount of the Debentures, and that accrued interest on
        the Debentures from February 15, 1994, to the date of
        payment of the Debentures and the delivery thereof will
        be paid to the Company by the purchaser or purchasers;
        and

      -  in the case of a bid by a group of bidders, the name of,
        and amount to be purchased by each bidder;

o  Bids must be received by 10:00 A.M., New York City time, on
  February __, 1994, or such later time and/or date as the
  Company may specify (the "Bid Time").

                                 -2-


o  Bids shall be irrevocable for one (1) hour after the Bid Time.

o  The winning bid shall be selected on the basis of the lowest
  "annual cost of money" to the Company.

o  Whether or not this bid is accepted by the Company, an
  executed copy of this Confirmation of Bid must be sent
  promptly by facsimile to GTE Service Corporation on behalf of
  the Company at 203-965-3209 or 203-965-2830.

o  If this bid is accepted, upon acceptance the undersigned
  agrees to promptly furnish to the Company a signed copy of the
  Purchase Agreement relating to the Debentures and a copy of
  all information required to be included in the Prospectus
  relating to the Debentures.

o  Closing Date:  February  , 1994 at 10:00 A.M., New York City
  time.

BID:

                               Interest Rate   ________________
  %

                               Price to be paid to the Company
  ________________ %

                               For a cost of money to the
                               Company of ________________ % *
                                (6 places beyond
                                  decimal point)



_______
* subject to verification by
  the Company
  ___________________________________
                                         (Name of Bidder)




__________________________________
                                      (Authorized Signature)


















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