As filed with the Securities and Exchange Commission on August 15, 1997
Post-Effective Amendment No. 2 to Registration Nos. 33 -51147
33-51147-01
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Post-Effective Amendments
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
NYNEX Capital Funding Company NYNEX Corporation
A Delaware Corporation A Delaware Corporation
I.R.S. Employer I.R.S. Employer
No. 13-3550528 No. 13-3180909
Agent for Service Agent for Service
Colson P. Turner Mel Meskin
Chairman of the Board Vice President and Comptroller
NYNEX Capital Funding Company NYNEX Corporation
1095 Avenue of the Americas 1095 Avenue of the Americas
New York, New York 10036 New York, New York 10036
Telephone Number (212)395-1057 Telephone Number (212)395-1020
_____________________
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 joint Registration Statement on Form S-3 (Registration
Nos. 33-51147 and 33-51147-01) (the "Registration Statement") of
NYNEX Capital Funding Company ("NCFC") and NYNEX Corporation
("NYNEX"), Delaware corporations, pertaining to $1,331,000,000
debt securities of NCFC unconditionally guaranteed as to payment
of principal, premium, if any, and interest by NYNEX, to which
this Post-Effective Amendment No. 2 relates, was declared
effective by the Securities and Exchange Commission on December 3, 1993.
In accordance with an undertaking made by NCFC and NYNEX in
the Registration Statement to remove from registration, by means
of a post-effective amendment, any debt securities which remain
unsold at the termination of the offering, NCFC and NYNEX hereby
remove from registration debt securities of NCFC registered under
the Registration Statement.
Item 16. Exhibits.
Exhibit
Number
*(24) a Powers of Attorney for NYNEX Corporation (Exhibit 24 to
the Registrant's 1996 Annual Report on Form 10-K, filed on March
27, 1997, File No.1-8608).
(24) b Powers of Attorney for NYNEX Capital Funding Company.
__________________________________
*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-3 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
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-3 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 Capital Funding Company
By s/James J. Jordan
James J. Jordan
Executive Vice President - Finance
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:
Colson P. Turner*
Chairman of the Board and
President
Principal Financial Officer:
James J. Jordan
Executive Vice President - Finance
Principal Accounting Officer:
Andrew Coticchio*
Comptroller
Directors:
Andrew Coticchio* *By s/James J. Jordan
James J. Jordan* (James J. Jordan, as attorney-in-fact
Colson P. Turner* and on his own behalf as
Principal Financial Officer)
August 15, 1997
