Pricing Supplement dated November 17, 1994 Rule 424(b)(2)
File Nos. 33-34401
33-34401-01
33-51147
33-51147-01
(To Prospectus dated January 27, 1994, as supplemented
by Prospectus Supplement dated March 3, 1994) CUSIP NO. 67077E BR6
NYNEX Capital Funding Company
$150,000,000
8-3/4% Notes Due December 1, 2004
Unconditionally Guaranteed as to Payment of Principal and Interest by NYNEX
Corporation
The Notes offered hereby (the "Offered Notes") will mature on December 1,
2004. Interest on the Offered Notes will be payable semiannually on June 1
and December 1 of each year, commencing June 1, 1995. The Offered Notes are
not subject to redemption prior to maturity.
The Offered Notes are part of the series of debt securities of the Company
designated "Medium-Term Notes, Series B" and described in the Company's
Prospectus dated January 27, 1994, as supplemented by its Prospectus
Supplement dated March 3, 1994, accompanying this Pricing Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT, THE PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
______________________________________________________________________________
Price to Underwriting Proceeds to
Public(1) Discount Company(1)(2)
Per Offered Note 99.750% .625% 99.125%
Total $149,625,000 $937,500 $148,687,500
______________________________________________________________________________
(1) Plus accrued interest, if any, from November 28, 1994 to date of delivery.
(2) Before deduction of expenses payable by the Company, including
reimbursement of certain expenses of the Underwriters.
The Offered Notes are offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without
notice. It is expected that delivery of the Offered Notes will be made in
book-entry form through the facilities of The Depository Trust Company (the
"Depositary") on or about November 28, 1994. Settlement for the Offered Notes
will be made in immediately available funds. The Offered Notes will trade in
the Depositary's Same-Day Funds Settlement System until maturity, and
secondary market trading activity for the Offered Notes will therefore settle
in immediately available funds.
Salomon Brothers Inc
Lehman Brothers
J.P. Morgan Securities Inc.
Morgan Stanley & Co.
Incorporated
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE OFFERED NOTES
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
CERTAIN TERMS OF THE OFFERED NOTES
The following description of the particular terms of the Offered Notes
supplements, and to the extent inconsistent therewith supersedes, the
descriptions of the general terms and provisions of the Notes set forth under
"Description of Notes" in the accompanying Prospectus Supplement and under
"Description of Debt Securities and Guarantees" in the accompanying
Prospectus, to which descriptions reference is hereby made. The Offered Notes
constitute "Fixed Rate Notes" (as such term is used in the Prospectus
Supplement). Certain capitalized terms used herein are defined in the
Prospectus Supplement and the Prospectus.
The Offered Notes will be issued in the aggregate principal amount of
$150,000,000. The Stated Maturity of the Offered Notes will be December 1,
2004. The Offered Notes will not be subject to redemption prior to Stated
Maturity.
The Interest Payment Dates for the Offered Notes will be June 1 and
December 1 of each year, commencing June 1, 1995, and otherwise as set forth
in the Prospectus Supplement. The Regular Record Date with respect to any
Interest Payment Date will be the May 15 or November 15 immediately preceding
such Interest Payment Date. The Offered Notes will be issued as Book-Entry
Notes.
The Offered Notes will not be "Original Issue Discount Notes" or
"Discounted Securities" (as such terms are used in the Prospectus Supplement).
The Stated Maturity of the Offered Notes cannot be extended, the interest rate
on the Offered Notes cannot be reset, and the Offered Notes cannot be repaid
prior to Stated Maturity at the option of the holder . The Offered Notes are
not "Indexed Notes", "Currency Indexed Notes", "Dual Currency Notes" or
"Amortizing Notes" (as such terms are used in the Prospectus Supplement).
The "Specified Currency" (as such term is used in the Prospectus Supplement)
of the Offered Notes is U.S. Dollars.
UNDERWRITING
Subject to the terms and conditions set forth in the Selling Agency
Agreement dated March 3, 1994, as supplemented by the Terms Agreement dated
November 17, 1994, the Company has agreed to sell to each of the underwriters
named below (the "Underwriters"), acting as principal, and each of the
Underwriters has severally agreed to purchase, the principal amount of Offered
Notes set forth opposite its name below.
Underwriter Principal Amount
Salomon Brothers Inc . . . . . . . . . . . . . . . . . . . . $37,500,000
Lehman Brothers Inc. . . . . . . . . . . . . . . . . . . . . 37,500,000
J.P. Morgan Securities Inc. . . . . . . . . . . . . . . . . . . 37,500,000
Morgan Stanley & Co. Incorporated . . . . . . . . . . . . . . . 37,500,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . $150,000,000
The nature of the Underwriters' obligation is such that they are
obligated to purchase all of the Offered Notes, if any Offered Notes are
purchased.
The Company has been advised by the Underwriters that they propose
initially to offer the Offered Notes to the public at the public offering
price set forth on the cover page of this Pricing Supplement, and to certain
dealers at such price less a concession not in excess of .40% of the principal
amount of the Offered Notes. The Underwriters may allow and such dealers may
reallow a concession not in excess of .25% of the principal amount of the
Offered Notes to certain other dealers. After the initial public offering,
the public offering price and such concessions may be changed.
The Offered Notes are a new issue of securities with no established
trading market. The Company has been advised by the Underwriters that they
intend to make a market in the Offered Notes but are not obligated to do so
and may discontinue market making at any time without notice. No assurance
can be given that a trading market will develop for the Offered Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments that the Underwriters may be required to
make in respect thereof.
