SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NYNEX Capital Funding Company NYNEX Corporation
A Delaware Corporation A Delaware Corporation
No. 13-3550528 No. 13-3180909
1113 Westchester Avenue 1095 Avenue of the Americas
White Plains, New York 10604 New York, New York, 10036
(914)644-6400 (212)395-2121
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
$150,000,000 Principal Amount New York Stock Exchange, Inc.
of Ten Year 8 3/4% Notes
Due December 1, 2004
If this Form relates to the registration of a class of
debt securities and is effective upon filing pursuant to
General Instruction A(c)(1), please check the following box. [X]
If this Form relates to the registration of a class of
debt securities and is to become effective simultaneously
with the effectiveness of a concurrent registration
statement under the Securities Act of 1933 pursuant to
General Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Form 8-A NYNEX Capital Funding Company
Page Two
Item 1. Description of Registrant's Securities to be Registered
The securities to be registered are comprised of:
The Company's $150,000,000 principal amount of Ten
Year 8 3/4% Notes Due December 1, 2004, issued
under an Indenture dated as of April 1, 1990, as
amended by the First Supplemental Indenture dated
as of March 1, 1994, from the Company and NYNEX
Corporation, as Guarantor, to The Bank of New
York, Trustee. The Bank of New York also acts as
registrar, transfer and paying agent for the
Notes. For additional details, reference is made
to the Prospectus Supplement dated March 3, 1994
to the Prospectus dated January 27, 1994, which is
incorporated herein and made a part hereof.
Item 2. Exhibits
1.0 Form of Medium-Term Notes,
Series B (Incorporated herein by reference to
Exhibit 4-a to the Form 8-K filing on
March 3, 1994).
2.0 Pricing Supplement dated
November 17, 1994 to Prospectus dated January 27,
1994, as supplemented by Prospectus Supplement
dated March 3, 1994, relating to NYNEX Capital
Funding Company's $150,000,000 principal amount of
Ten Year 8 3/4% Notes Due December 1, 2004
(Incorporated herein by reference to the 424(b)(2)
filing on November 21, 1994).
3.0(a) Indenture dated as of April
1, 1990 from the Company and NYNEX Corporation, as
Guarantor, to the Bank of New York, Trustee
(Incorporated herein by reference to Exhibit 4-a
to Registration Statement Nos. 33-34401 and 33-
34401-01).
3.0(b) First Supplemental
Indenture from the Company and NYNEX Corporation,
as Guarantor, to the Bank of New York, Trustee
(Incorporated herein by reference to Exhibit 4-b
to Registration Statement Nos. 33-51147 and 33-
51147-01).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrants have duly caused this
registration statement to be signed on their behalf by the
undersigned, thereto duly authorized.
NYNEX Capital Funding Company
by: Gregory L. Borges
Gregory L. Borges
Executive Vice President-
Finance
NYNEX Corporation
by: Gregory L. Borges
Gregory L. Borges
Assistant Treasurer
May 25, 1995
