As filed with the Securities and Exchange Commission on August 15, 1997
Post-Effective Amendment No. 1 to Registration No. 33-51993
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Post-Effective Amendment
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
NYNEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1095 Avenue of the Americas 13-3180909
(State or other
jurisdiction of New York, New York 10036 (I.R.S. Employer Identification No.)
incorporation or
organization) (212) 395-2121
(Address, including zip code, and telephone number including
area code, of registrant's principal executive offices)
____________________
Upstate Partners Employees' Retirement Savings Plan
____________________
Mel Meskin
Vice President and Comptroller
NYNEX Corporation
1095 Avenue of Americas
New York, New York 10036
(212) 395-1020
(Name, address, including zip code, and telephone number,
including area code, of agent of service)
_____________________
Please address a copy of all communications to:
MORRISON DeS. WEBB, ESQ.
Executive Vice President, General Counsel and Secretary
NYNEX Corporation
1095 Avenue of Americas
New York, New York 10036
_____________________
<PAGE>
RECENT EVENTS: DEREGISTRATION
The Registration Statement on Form S-8 (Registration No. 33-
51993) (the "Registration Statement") of NYNEX Corporation, a
Delaware corporation ("NYNEX"), pertaining to 200,000 shares of
NYNEX common stock, par value $1.00 per share, and the
accompanying rights to purchase NYNEX's Series A Junior
Participating Preferred Stock ("NYNEX Common Stock") under
NYNEX's Upstate Partners Employees' Retirement Savings Plan, to
which this Post-Effective Amendment No.1 relates, was declared
effective by the Securities and Exchange Commission on January 24, 1994.
NYNEX has terminated all offerings of NYNEX Common Stock
pursuant to its existing registration statements, including the
Registration Statement. In accordance with an undertaking made
by NYNEX in the Registration Statement to remove from
registration, by means of a post-effective amendment, any shares
of NYNEX Common Stock which remain unsold at the termination of
the offering, NYNEX hereby removes from registration all shares
of NYNEX Common Stock registered under the Registration Statement
which remain unsold.
Item 16. Exhibits.
Exhibit
Number
*(24) Powers of Attorney (Exhibit 24 to the Registrant's 1996
Annual Report on Form 10-K, filed on March 27, 1997, File No.1-8608).
__________________________________
*Previously filed
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New
York on the 15th day of August, 1997.
NYNEX Corporation
By s/Mel Meskin
Mel Meskin
Vice President and Comptroller
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment has been signed below by the
following persons and in the capacities and on the date indicated.
Principal Executive Officer:
Ivan G. Seidenberg*
Chairman of the Board and
Chief Executive Officer
Principal Financial Officer:
Frederic V. Salerno*
Vice Chairman - Chief Financial
Officer/Business Development
Principal Accounting Officer:
Mel Meskin
Vice President and Comptroller
Directors:
John Brademas* *By s/Mel Meskin
R. L. Carrion * (Mel Meskin, as attorney-in-fact
J. R. de Vink* and on his own behalf as
Stanley P. Goldstein* Principal Accounting Officer)
Helene L. Kaplan* August 15, 1997
Elizabeth T. Kennan*
Edward E. Phillips*
Hugh B. Price*
Frederic V. Salerno*
Ivan G. Seidenberg*
Walter V. Shipley*
John R. Stafford*
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933,
the Upstate Partners Employees' Retirement Savings Plan has duly
caused this Post-Effective Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in The City of New
York, State of New York on the 15th day of August, 1997.
UPSTATE PARTNERS EMPLOYEES'
RETIREMENT SAVINGS PLAN
By s/Donald J. Sacco
Donald J. Sacco
