<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549


                                     Form 10-Q



                x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               __            SECURITIES EXCHANGE ACT OF 1934

                    For the quarterly period ended June 30, 1994
                                          OR

               __ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from ______ to _______.

                           Commission File Number 1-8519



                                CINCINNATI BELL INC.


                    Incorporated under the laws of the State of Ohio


                      201 East Fourth Street, Cincinnati, Ohio 45202

                     I.R.S. Employer Identification Number 31-1056105

                          Telephone - Area Code 513 397-9900

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the  preceding 12 months (or  for such shorter period
that the registrant  was required to file such reports), and (2) has been
subject to  such filing requirements for the past 90 days.
Yes X .  No    .
   ---     ---

 At July 29, 1994, 65,414,543 Common Shares were outstanding

<PAGE>


Form 10-Q Part I                                            Cincinnati Bell Inc.



                         PART I - FINANCIAL INFORMATION

         CONSOLIDATED STATEMENTS OF INCOME AND REINVESTED EARNINGS
                (Thousands of Dollars, Except Per Share Amounts)
                                 (Unaudited)


<TABLE>
<CAPTION>

                                   For the Three Months   For the Six Months
                                     Ended June 30,         Ended June 30,
                                   -------------------    ------------------
                                     1994       1993       1994        1993
                                   ---------  ---------   --------   --------
<S>                                <C>        <C>         <C>        <C>

Revenues
Telephone operations
 Local service  . . . . . . . . . . $ 81,134  $  75,011   $158,345   $149,016
 Network access   . . . . . . . . .   33,986     34,848     70,339     68,037
 Long distance  . . . . . . . . . .    9,115      9,337     18,787     20,896
 Other  . . . . . . . . . . . . . .   17,615     18,851     34,810     39,940
                                    --------  ---------   --------   --------
                                     141,850    138,047    282,281    277,889
Information systems   . . . . . . .   73,126     71,950    143,804    140,315
Marketing services  . . . . . . . .   54,002     23,139    104,607     47,893
Other telecommunications  . . . . .   30,866     29,466     61,221     58,972
                                    --------  ---------   --------   --------
 Total Revenues   . . . . . . . . .  299,844    262,602    591,913    525,069
                                    --------  ---------   --------   --------
Costs and Expenses
Operating expenses  . . . . . . . .  154,745    140,090    308,171    274,129
Plant and building services   . . .   42,538     36,803     82,619     75,754
Depreciation and amortization   . .   36,879     34,640     74,044     69,348
Taxes other than income taxes   . .   23,202     22,829     47,886     46,401
                                    --------  ---------   --------   --------
 Total Costs and Expenses   . . . .  257,364    234,362    512,720    465,632
                                    --------  ---------   --------   --------
Operating Income   . . . . . . . .    42,480     28,240     79,193     59,437
Other Income (Expense) - Net  . . .     (192)     1,190        410     11,848
Interest Expense  . . . . . . . . .   12,498      9,854     24,892     20,229
                                    --------  ---------   --------   --------
Income Before Income Taxes and
 Cumulative Effect of Accounting
 Change  . . . . . . . . . . . . .    29,790     19,576     54,711     51,056
Income Taxes  . . . . . . . . . . . . 11,070      6,076     20,345     16,729
                                    --------  ---------   --------   --------
Income Before Cumulative Effect of
Accounting Change   . . . . . . . .   18,720     13,500     34,366     34,327
Cumulative Effect of Accounting
 Change . . . . . . . . . . . . . .        -          -     (2,925)         -
                                    --------  ---------   --------   --------
Net Income  . . . . . . . . . . . .   18,720     13,500     31,441     34,327
Preferred Dividend Requirements . .        -      1,088          -      2,175
                                    --------  ---------   --------   --------
Income Applicable to Common Shares. $ 18,720  $  12,412   $ 31,441   $ 32,152
                                    --------  ---------   --------   --------
                                    --------  ---------   --------   --------
Earnings Per Common Share
Income Before Cumulative Effect of
 Accounting Change  . . . . . . .  $     .28  $     .20  $     .52  $     .52
Cumulative Effect of Accounting
 Change . . . . . . . . . . . . .          -          -       (.04)         -
                                    --------  ---------   --------   --------
Net Income  . . . . . . . . . . . .      .28        .20        .48        .52
                                    --------  ---------   --------   --------
                                    --------  ---------   --------   --------
Dividends Declared per Common
 Share . . . . . . . . . . . . . . $     .20  $     .20  $     .40  $     .40
                                    --------  ---------   --------   --------
                                    --------  ---------   --------   --------
Weighted Average Number of Common
 Shares Outstanding (000)  . . . .    65,311     61,711     65,197     61,776

</TABLE>

                                     2

<PAGE>

Form 10-Q Part I                                            Cincinnati Bell Inc.


     CONSOLIDATED STATEMENTS OF INCOME AND REINVESTED EARNINGS (Cont'd)
               (Thousands of Dollars, Except Per Share Amounts)
                                (Unaudited)


<TABLE>
<CAPTION>
                                               For the Three Months  For the Six Months
                                                 Ended June 30,        Ended June 30,
                                               --------------------  ------------------
                                                 1994       1993       1994      1993
                                               --------   --------   --------  --------
<S>                                            <C>        <C>        <C>       <C>
Retained Earnings at Beginning of Period . .   $226,050   $345,518   $227,392  $342,483

Add:  Net Income   . . . . . . . . . . . . .     18,720     13,500     31,441    34,327

Deduct:  Common Dividends  . . . . . . . . .     13,074     12,347     26,116    24,789
         Pension Liability Adjustment  . . .          -          -      1,021         -
         Preferred Dividends . . . . . . . .          -      1,088          -     2,175
         Acquisition of Common Shares  . . .          -        426          -     4,453
         Issuance of Common Shares Under
           Employee Plans  . . . . . . . . .          -          -          -       236
                                               --------   --------   --------  --------
Retained Earnings at End of Period . . . . .   $231,696   $345,157   $231,696  $345,157
                                               --------   --------   --------  --------
                                               --------   --------   --------  --------
</TABLE>


See Notes to Financial Statements.


                                      3

<PAGE>

Form 10-Q Part I                                     Cincinnati Bell Inc.

                          CONSOLIDATED BALANCE SHEETS
                             (Thousands of Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                 June 30,    December 31,
                                                   1994          1993
                                                ----------   ------------
<S>                                             <C>          <C>
ASSETS
Current assets
Cash and cash equivalents   . . . . . . . . . . $   15,843    $    8,668
Receivables less allowances of $11,251
 and $14,031  . . . . . . . . . . . . . . . .   .  250,948       241,669
Material and supplies   . . . . . . . . . . . .     17,987        21,627
Prepaid expenses  . . . . . . . . . . . . . . .     28,621        30,391
Other current assets  . . . . . . . . . . . . .     20,868        22,471
                                                ----------    ----------
                                                   334,267       324,826
                                                ----------    ----------
Property, Plant and Equipment
Telephone plant   . . . . . . . . . . . . . . .  1,473,368     1,430,822
  Less accumulated depreciation . . . . . . . .   (570,112)     (541,690)
                                                ----------    ----------
                                                   903,256       889,132
                                                ----------    ----------
Other property  . . . . . . . . . . . . . . . .    316,068       303,917
  Less accumulated depreciation . . . . . . . .   (157,585)     (145,480)
                                                ----------    ----------
                                                   158,483       158,437
                                                ----------    ----------
                                                 1,061,739     1,047,569
                                                ----------    ----------
Other Assets
Intangibles, primarily goodwill - net   . . . .    192,265       192,341
Deferred and other assets   . . . . . . . . . .     44,996        56,324
Other investments   . . . . . . . . . . . . . .     40,728        43,030
                                                ----------    ----------
                                                   277,989       291,695
                                                ----------    ----------
Total Assets  . . . . . . . . . . . . . . . . . $1,673,995    $1,664,090
                                                ----------    ----------
                                                ----------    ----------

LIABILITIES AND SHAREOWNERS' EQUITY

Current Liabilities
 Accounts payable  . . . . . . . . . . . . . .  $  140,036   $   132,648
 Debt maturing in one year   . . . . . . . . .     103,709       112,029
 Accrued disposal and restructuring costs  . .      19,899        35,385
 Accrued taxes   . . . . . . . . . . . . . . .      31,724        38,135
 Advanced billing and customers' deposits  . .      33,487        31,553
 Other   . . . . . . . . . . . . . . . . . . .      25,335        24,587
                                                ----------    ----------
                                                   354,190       374,337
                                                ----------    ----------
Long-Term Debt   . . . . . . . . . . . . . . .     528,789       522,888
                                                ----------    ----------
Deferred Credits and Other Long-Term Liabilities
 Deferred income taxes   . . . . . . . . . . .     166,439       158,438
 Unamortized investment tax credits  . . . . .      18,122        19,371
 Other long-term liabilities   . . . . . . . .      80,000        73,441
                                                ----------    ----------
                                                   264,561       251,250
                                                ----------    ----------
Shareowners' Equity
Common shares - $1.00 par value   . . . . . .       65,368        64,982
 Authorized shares:  240,000,000
 Outstanding shares: at June 30, 1994,
                     65,368,142;
                     at December 31, 1993,
                     64,982,178
Additional paid-in capital  . . . . . . . . .      229,366       223,257
Reinvested earnings   . . . . . . . . . . . .      231,696       227,392
Foreign currency translation adjustment   . .           25           (16)
                                                ----------    ----------
                                                   526,455       515,615
                                                ----------    ----------
Total Liabilities and Shareowners' Equity . .   $1,673,995    $1,664,090
                                                ----------    ----------
                                                ----------    ----------
</TABLE>


See Notes to Financial Statements.

                                     4

<PAGE>

Form 10-Q Part I                                     Cincinnati Bell Inc.

                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Thousands of Dollars)
                                      (Unaudited)


<TABLE>
<CAPTION>

                                                            For the Six Months
                                                              Ended June 30,
                                                            ------------------
                                                               1994      1993
                                                            ---------  -------
<S>                                                         <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income . . . . . . . . . . . . . . . . . . . .          $ 31,441  $ 34,327
 Adjustments to reconcile net income to net cash provided
  by operating activities
  Depreciation and amortization  . . . . . . . . . .           74,044    69,348
  Cumulative effect of accounting change   . . . . .            2,925         -
  Provision for loss on receivables  . . . . . . . .            2,871     2,998
  Other-net  . . . . . . . . . . . . . . . . . . . .            7,026    (3,873)
 Changes in assets and liabilities
  Decrease (increase) in receivables   . . . . . . .          (14,833)    7,434
  Decrease (increase) in other current assets  . . .            5,410      (158)
  Increase (decrease) in accounts payable  . . . . .            3,656   (26,940)
  Decrease in accrued disposal and restructuring   .          (15,486)        -
  Decrease in other current liabilities  . . . . . .           (2,299)   (6,609)
  Increase in deferred income taxes and unamortized
   investment tax credits  . . . . . . . . . . . . .            8,436     4,819
  Decrease (increase) in other assets and liabilities           8,177    (3,575)
                                                             --------  --------
   Net cash provided by operating activities  . . .           111,368    77,771
                                                             --------  --------
CASH FLOWS FROM INVESTING ACTIVITIES
 Capital expenditures-telephone plant   . . . . . .           (66,605)  (51,394)
 Capital expenditures-other   . . . . . . . . . . .           (14,862)  (24,544)
 Other-net  . . . . . . . . . . . . . . . . . . . .             9,593     7,616
                                                             --------  --------
  Net cash used in investing activities  . . . . .            (71,874)  (68,322)
                                                             --------  --------
CASH FLOWS FROM FINANCING ACTIVITIES
 Net borrowings from (payments of) notes payable  .            (9,443)   37,388
 Principal payments on long-term debt   . . . . . .            (2,073)   (1,504)
 Proceeds from issuance of common shares  . . . . .             4,541       631
 Dividends paid   . . . . . . . . . . . . . . . . .           (26,049)  (26,912)
 Payments made to acquire common shares   . . . . .                 -    (5,480)
                                                             --------  --------
  Net cash used in financing activities  . . . . .            (33,024)    4,123
                                                             --------  --------
Effect of exchange rate changes on cash and cash equivalents      705       117
                                                             --------  --------
Net increase in cash and cash equivalents . . . . .             7,175    13,689

Cash and cash equivalents at beginning of period  .             8,668     5,304
                                                             --------  --------
Cash and cash equivalents at end of period  . . . .          $ 15,843  $ 18,993
                                                             --------  --------
                                                             --------  --------
Cash paid for:
 Interest (net of amount capitalized)  . . . . . .           $  21,722 $ 17,687
 Income taxes  . . . . . . . . . . . . . . . . . .           $  11,681 $ 14,049

</TABLE>


See Notes to Financial Statements.

                                     5

<PAGE>

Form 10-Q Part I                                     Cincinnati Bell Inc.


                           NOTES TO FINANCIAL STATEMENTS
                                    (Unaudited)


(1) BASIS OF PRESENTATION -  The consolidated financial  statements
    of  Cincinnati Bell  Inc.  have been  prepared pursuant  to the
    rules and regulations of the Securities and Exchange Commission
    ("SEC")  and,  in  the  opinion  of  Management,  include   all
    adjustments necessary for a fair presentation of the results of
    operations, financial  position and cash flows  for each period
    shown.   All adjustments are  of a normal  and recurring nature
    except for those outlined in  Notes (2), (3) and (4).   Certain
    information  and  footnote  disclosures  normally  included  in
    financial  statements  prepared  in  accordance  with generally
    accepted  accounting principles have been  condensed or omitted
    pursuant  to SEC  rules and  regulations.   Management believes
    that  the disclosures made are adequate to make the information
    presented not misleading.  It is suggested that these financial
    statements be read in conjunction with financial statements and
    notes thereto included  in the Company's 1993 Annual  Report on
    Form 10-K and the current year's previously issued Form 10-Q.

    Certain  reimbursable costs previously  recorded as information
    systems  revenues in the 1993 Forms 10-Q have been reclassified
    as a  reduction of  operating expenses.   This reclassification
    amounted to $10.2 million and $18.9 million for the quarter and
    six   months  ended   June  30,   1993,  respectively.     This
    reclassification  had  no effect  on  operating  income or  net
    income   for  all  periods  presented.    In  addition  to  the
    information systems revenue,  certain prior  year amounts  have
    been reclassified to be consistent with the 1994 presentation.

    The consolidated financial statements  include the accounts  of
    Cincinnati  Bell Inc.  and its  wholly owned  subsidiaries (the
    "Company").   The significant subsidiaries include:  Cincinnati
    Bell Telephone  Company  ("CBT"), Cincinnati  Bell  Information
    Systems Inc. ("CBIS") and MATRIXX Marketing Inc. ("MATRIXX").

(2) DISPOSAL AND RESTRUCTURING  OF CBIS OPERATIONS - In  late 1993,
    the  Company  determined  the  need  to  reorganize  CBIS,  its
    information systems subsidiary.  This reorganization focused on
    two  phases.   The  first phase  was  the elimination  of  non-
    strategic  and  underperforming operations.   This  resulted in
    CBIS  taking  action  to divest  its  holdings  in its  federal
    operation (CBIS Federal), consolidating its foreign data center
    operations,   and   eliminating   unprofitable   domestic   and
    international  activities.  The second phase of the plan was to
    reorganize the  remaining  operations into  strategic  business
    units.

    The   operating  results  of  the  businesses  to  be  sold  or
    discontinued  are charged  to  the  reserve for  restructuring.
    Revenues  of  $16.1 million  and  $29.5  million and  operating
    expenses  of  $21.7 and  $41.0 million  for  the three  and six
    months  ended   June  30,   1994  were  recorded   against  the
    restructuring reserve.   In  addition,  $4.2 million  of  other
    expenses, primarily for employee severance costs, were  charged
    to the  restructuring reserve  during the first  six months  of
    1994.  The Company  believes that the accrual for  the disposal
    and restructuring at June 30, 1994 is adequate.

    The assets  of  the  discontinued  operations  consist  of  net
    current assets  of $7.4  million and net  noncurrent assets  of
    $9.3 million at June 30, 1994.  These amounts consist primarily
    of  accounts  receivable,  property,  plant  and  equipment and
    related liabilities.

                                     6

<PAGE>

Form 10-Q Part I                                     Cincinnati Bell Inc.

                     NOTES TO FINANCIAL STATEMENTS (Cont'd)
                                (Unaudited)

(3) CINCINNATI BELL  TELEPHONE COMPANY  - The  following summarized
    financial  information, in  thousands of  dollars, is  for  the
    Company's  consolidated  wholly  owned  subsidiary,  Cincinnati
    Bell Telephone Company:


<TABLE>
<CAPTION>
                                           For the Three Months  For the Six Months
                                              Ended June 30,      Ended June 30,
                                           --------------------  -----------------
                                               1994    1993        1994       1993
                                           --------  --------    --------  -------
    <S>                                    <C>       <C>         <C>       <C>
    Revenues and Sales . . . . . .         $147,616  $143,711    $293,884  $289,333

    Costs and Expenses . . . . . .         $121,643  $117,562    $244,341  $240,979

    Income Before Cumulative Effect of
     Accounting Change  . . . . .          $ 14,668  $ 15,945    $ 28,302  $ 35,787

    Cumulative Effect of Accounting
     Change . . . . . . . . . . .                  -        -    $ (2,405)        -

    Net Income . . . . . . . . . .         $ 14,668  $ 15,945    $ 25,897  $ 35,787

</TABLE>


    Results for  the six  months  ended June  30, 1994,  include  two
    significant  nonrecurring charges.   As  more fully  described in
    Note (4) to the financial statements, effective January 1,  1994,
    the  Company,  including   CBT,  adopted  SFAS  112,   "Employers
    Accounting  for Postemployment Benefits".   The cumulative effect
    of this  accounting change  was recognized in  the first  quarter
    1994 as a change in accounting principle, thereby reducing  CBT's
    net income  by $2.4  million ($.04 per  common share),  net of  a
    deferred tax benefit.

    Also in the first quarter of 1994, CBT recognized $2.5 million in
    incremental  postretirement  expenses  resulting  from  adjusting
    deferred amounts to a level that  is expected to be recovered  in
    regulated  rates.   This  adjustment reduced  net income  by $1.6
    million ($.03 per common share).  CBT had received approval  from
    the Public Utilities Commission of Ohio ("PUCO") in 1993 to defer
    these incremental  postretirement expenses while  they were being
    addressed in CBT's  request for alternate regulation.  CBT  is no
    longer deferring these costs in 1994.

    Results for the six  months ended June 30,  1993, include a  gain
    from  the  sale   of  the  residential   equipment  leasing   and
    PhoneCenter Store businesses to AT&T Consumer Products.  The sale
    increased net  income  by approximately  $6.5 million  ($.10  per
    common  share).  The gain is included in Other Income (Expense) -
    net.

<TABLE>
<CAPTION>
                                               June 30,   December 31,
                                                  1994       1993
                                              ----------  ------------
    <S>                                       <C>         <C>
    Current Assets . . . . . . . . . . . . .  $  153,137  $  159,641
    Telephone Plant-Net  . . . . . . . . . .     913,863     900,141
    Other Noncurrent Assets  . . . . . . . .      21,186      32,161
                                              ----------  ----------
    Total Assets . . . . . . . . . . . . . .  $1,088,186  $1,091,943
                                              ----------  ----------
    Current Liabilities  . . . . . . . . . .  $  117,850  $  139,438
    Noncurrent Liabilities . . . . . . . . .     202,689     196,389
    Long-Term Debt . . . . . . . . . . . . .     312,219     310,500
    Common Shareowner's Equity . . . . . . .     455,428     445,616
                                              ----------  ----------
    Total Liabilities and Invested Capital .  $1,088,186  $1,091,943
                                              ----------  ----------
                                              ----------  ----------
</TABLE>


                                     7

<PAGE>

Form 10-Q Part I                                     Cincinnati Bell Inc.

                      NOTES TO FINANCIAL STATEMENTS (Cont'd)
                                (Unaudited)


(4) CHANGE IN  ACCOUNTING PRINCIPLE  - Effective  January 1,  1994,
    the  Company  adopted  SFAS  112,  "Employers'  Accounting  for
    Postemployment Benefits".   SFAS  112 requires  the accrual  of
    the  obligation for  benefits  provided  to former  or inactive
    employees,  their  beneficiaries  and covered  dependents after
    employment  but  before  retirement.    These benefits  include
    workers'  compensation,  disability  benefits  and health  care
    coverage for  a limited time.   SFAS 112  changed the Company's
    method   of   accounting   for  postemployment   benefits  from
    recognizing  costs  as  benefits  are  paid,  to  accruing  the
    expected costs  of providing  these benefits.   The  cumulative
    effect of  this accounting change  was recognized  in the first
    quarter  1994 as  a  change in  accounting  principle,  thereby
    reducing  net  income  by  $2.9  million,  which  is  net  of a
    deferred tax benefit  of $1.6  million.   The on-going  expense
    recognized under SFAS 112  is not significantly  different from
    that recorded under prior methods.



                                     8

<PAGE>

Form 10-Q Part I                                     Cincinnati Bell Inc.


 
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

The Company's consolidated net income for the quarter ended June 30,
1994  was  $18.7 million  or  an  increase of  $5.2  million  or 39%
compared to the same quarter in 1993.   For the first six months  of
1994 consolidated net income was $31.4 million or a decrease of $2.9
million or 8% compared to the same period in 1993.

Earnings per  common share for the  quarter ended June  30, 1994 was
$.28,  an increase  of $.08  or 40%  over the  same period  in 1993.
Earnings per common share for the six months ended June 30, 1994 was
$.48, down  $.04 or 8%  when compared  to the same  period in  1993.
Earnings  for 1994 were reduced by two nonrecurring charges recorded
in the first quarter of  1994.  A required change in  accounting for
postemployment benefits  (SFAS 112)  and  an adjustment  to  expense
certain deferred postretirement  costs at CBT reduced net  income by
$.07 per common share.

Revenues  increased 14% and  13% for the three  and six months ended
June 30, 1994  while expenses  increased 10% for  both periods  when
compared to  1993.  The main  cause of the increase  in revenues and
expenses in  1994  over the  prior year  was  the inclusion  of  the
results of WATS Marketing which was acquired in November 1993.  CBIS
continued to sharpen its  focus on billing and customer  support for
the wireless communications market by experiencing a sharp  increase
in  revenues for  the  quarter and  six  months.   Although  MATRIXX
results   benefited  from   the  WATS  Marketing   acquisition,  its
underlying business also grew rapidly in 1994.

CBIS Restructuring

The operating results of  the businesses to be sold  or discontinued
are charged to  the reserve  for restructuring.   Revenues of  $16.1
million  and $29.5 million and operating expenses of $21.7 and $41.0
million for  the three  and  six months  ended  June 30,  1994  were
recorded  against  the restructuring  reserve.    In addition,  $4.2
million of  other expenses, primarily for  employee severance costs,
were charged  to  the restructuring  reserve  during the  first  six
months of 1994.

Efforts  to sell  CBIS  Federal  are  continuing  at  present.    In
connection with the restructuring  of the remaining CBIS operations,
CBIS reduced its  non-federal workforce  by 220 employees  or 9%  in
April 1994.  On July 25, 1994, CBIS announced the sale of the assets
of  its CMS  Division and  a related  reduction in  workforce  of 38
employees.  The severance costs for these employees were included in
the restructuring charges in 1993.

Results for interim periods may not be indicative of the results for
the full year.


REVENUES


<TABLE>
<CAPTION>
                                  June 30        Increase
(In millions)                1994        1993    (Decrease)  Change
                             ----        ----    ----------  ------
<S>                         <C>         <C>      <C>         <C>
Three months ended          $299.8      $262.6     $37.2      14%
Six months ended            $591.9      $525.1     $66.8      13%

</TABLE>


                                     9


<PAGE>

Form 10-Q Part I                                     Cincinnati Bell Inc.


                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont'd)


The  increases and  decreases  in  revenues  are  comprised  of  the
following:

TELEPHONE OPERATIONS

Local service


<TABLE>
<CAPTION>

                                  June 30         Increase
(In millions)                1994        1993    (Decrease)  Change
                             ----        ----    ----------  ------
<S>                         <C>         <C>      <C>         <C>
Three months ended          $ 81.2      $ 75.0     $6.2        8%
Six months ended            $158.4      $149.0     $9.4        6%

</TABLE>


Local service revenues  increased principally as a result  of growth
in access lines and  the effect of the new Ohio  rate plan which was
effective May  6, 1994.  Access lines have increased 3% from 838,000
at June  30,  1993 to  865,000  at June  30,  1994.   The  remaining
increase  was caused by higher revenues from custom calling services
and other central office features.

Network access


<TABLE>
<CAPTION>

                                  June 30         Increase
(In millions)                1994        1993    (Decrease)  Change
                             ----        ----    ----------  ------
<S>                         <C>         <C>      <C>         <C>
Three months ended          $34.0       $34.8     $(.8)    (2)%
Six months ended            $70.3       $68.0     $2.3      3 %

</TABLE>


Network access revenues  decreased for the quarter primarily  from a
reduction  in  intrastate  access  revenues  and  lower  independent
company settlements.   The reduction in intrastate revenues  was the
result of a decrease in  the carrier common line terminating rate in
Ohio approved  by the PUCO  in May 1994.   Partially  offsetting the
decreases was an increase in interstate revenues for higher end user
charges and  increased minutes of  use.   For the six  month period,
network access  revenues increased  primarily  from an  increase  in
interstate revenues  from increased  minutes of use  and higher  end
user  charges   partially  offset   by  lower  independent   company
settlements.


Long distance


<TABLE>
<CAPTION>

                                  June 30         Increase
(In millions)                1994        1993    (Decrease)  Change
                             ----        ----    ----------  ------
<S>                         <C>         <C>      <C>         <C>
Three months ended          $ 9.1       $ 9.4    $ (.3)       (3)%
Six months ended            $18.8       $20.9    $(2.1)      (10)%

</TABLE>


Long  distance revenues  decreased  for the  quarter and  six months
because of a  rate decrease  in January 1994  for intraLATA  message
tolls.   Also included in  the six  months, is a  decrease from  the
effect of higher settlements recorded in the first quarter 1993.

                                    10

<PAGE>

Form 10-Q Part I                                     Cincinnati Bell Inc.

                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont'd)


Other


<TABLE>
<CAPTION>

                                  June 30         Increase
(In millions)                1994        1993    (Decrease)  Change
                             ----        ----    ----------  ------
<S>                         <C>         <C>      <C>         <C>
Three months ended          $17.6       $18.9     $(1.3)      (7)%
Six months ended            $34.8       $40.0     $(5.2)     (13)%

</TABLE>


The  decrease for  the  quarter is  primarily attributable  to lower
revenues from leasing of business telecommunications equipment.  The
decrease  for the  six month  period was  primarily caused  by lower
revenues from  sales and leasing of  telecommunications equipment to
residential  and  business  customers.   CBT  sold  its  residential
equipment leasing  and PhoneCenter  Store  businesses in  the  first
quarter of 1993 and discontinued leasing business equipment in 1993.
Billing and collection  revenues also decreased for the  quarter and
six months  as  the result  of  a lower  volume  of business.    The
declines  for both  periods  were partially  offset by  increases in
sales and marketing commissions and a reduction in the provision for
uncollectible accounts.

INFORMATION SYSTEMS


<TABLE>
<CAPTION>

                                  June 30         Increase
(In millions)                1994        1993    (Decrease)  Change
                             ----        ----    ----------  ------
<S>                         <C>         <C>      <C>         <C>
Three months ended          $ 73.1      $ 71.9     $1.2        2%
Six months ended            $143.8      $140.3     $3.5        2%

</TABLE>


Information  systems  revenues  in   1994  reflected  a  significant
increase  over 1993 after excluding amounts related to operations to
be sold or discontinued.   Revenues of these operations  amounted to
$18.3 million and $39.9 million for  the three and six months  ended
June  30, 1993, respectively.  The majority of the increase resulted
from higher  data processing services provided  to cellular industry
customers.   In addition, revenues from  international customers for
the development of telecommunication solutions were higher in 1994.

MARKETING SERVICES


<TABLE>
<CAPTION>

                                  June 30         Increase
(In millions)                1994        1993    (Decrease)  Change
                             ----        ----    ----------  ------
<S>                         <C>         <C>      <C>         <C>
Three months ended          $ 54.0      $23.1     $30.9      134%
Six months ended            $104.6      $47.9     $56.7      118%
</TABLE>


Although  most of  the  revenue  increase  resulted  from  the  WATS
Marketing acquisition  in 1993,  revenues from inbound  and outbound
call processing, custom services and business to business operations
showed strong increases because of growth in business.

OTHER TELECOMMUNICATIONS


<TABLE>
<CAPTION>

                                  June 30         Increase
(In millions)                1994        1993    (Decrease)  Change
                             ----        ----    ----------  ------
<S>                         <C>         <C>      <C>         <C>
Three months ended          $30.8       $29.5     $1.3        4%
Six months ended            $61.2       $59.0     $2.2        4%

</TABLE>


Long  distance revenues increased as a result  of an increase in the
number of customers and higher 800-service revenues.

                                     11

<PAGE>

Form 10-Q Part I                                     Cincinnati Bell Inc.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont'd)


COSTS AND EXPENSES


<TABLE>
<CAPTION>

                                  June 30         Increase
(In millions)                1994        1993    (Decrease)  Change
                             ----        ----    ----------  ------
<S>                         <C>         <C>      <C>         <C>
Three months ended          $257.3      $234.3    $ 23.0     10%
Six months ended            $512.7      $465.6    $ 47.1     10%

</TABLE>


In  summary,  the  primary causes  for  the  increase  in costs  and
expenses  were  added  expenses  of  the  acquired  WATS  Marketing,
increased costs  for providing data processing  services to cellular
industry customers, and increased depreciation expense as the result
of  changes  in  regulatory  prescribed  rates.    Chief  causes  of
reductions in expenses were  the exclusion of costs and  expenses of
operations discontinued or sold at CBIS and CBT.

Telephone  operations costs and expenses increased for the three and
six months primarily because of higher depreciation and amortization
expense,  postretirement benefit costs and the effect of a change in
the  vacation policy in 1993.  Depreciation and amortization expense
increased  from  Federal  and  Kentucky approved  depreciation  rate
represcriptions that were  effective January  1, 1994.   On June  2,
1994  the   Public  Utilities   Commission  of  Ohio   approved  new
depreciation rates effective  July 1,  1994.  It  is estimated  that
CBT's 1994  depreciation expense  will be approximately  $10 million
more  than  in  1993 because  of  the  change  in prescribed  rates.
Postretirement  costs are  higher in  1994 than  in 1993  because of
CBT's deferral of approximately  $1 million of costs per  quarter in
1993 (See note  3 to the  financial statements).   The deferral  was
discontinued in the  first quarter of 1994  and $2.5 million of  the
deferred  amount  was  expensed.   Effective  in  January 1993,  CBT
revised its vacation policy  for the period in which  management and
non-management  employees  earned  vacation in  order  to  be on  an
equivalent  basis  with  the  Company's  other  subsidiaries.    The
vacation  policy  change  decreased  expenses in  1993.    Partially
offsetting  the  six  months  increase  were  the  results  of  cost
containment  efforts and the effect of CBT's sale of its residential
equipment leasing  and PhoneCenter  Store  businesses in  the  first
quarter 1993.

Costs and expenses  of the Information Systems segment  increased in
1994  when compared  to 1993  after adjusting  1993 amounts  for the
operations to be sold or discontinued.  Costs and expenses for these
operations amounted to $21.7 million and $45.2 million for the three
and six months ended June  30, 1994.  Data center expenses increased
because  of a higher volume  of data processing  services and higher
costs  for providing those services.   Costs for  the development of
telecommunications solutions for  international customers  increased
because  of  a higher  volume of  business.   In  addition, expenses
related  to  upgrading  computer workstations  increased  costs  and
expenses for the quarter.   Staff reductions, attrition and  a lower
contractor  base will result in a substantial reduction in personnel
and related costs in the future.

Marketing services  costs and expenses increased  primarily from the
WATS acquisition mentioned  previously and higher direct costs  as a
result  of  increased  revenues in  the  inbound  and outbound  call
processing operations and business to business operations.

Other telecommunications services costs and expenses included a $3.0
million provision for inventory loss during the second quarter 1993.
The long distance  business experienced an increase in  direct costs
associated  with the  increased  revenues and  higher Ohio  property
taxes  resulting from a change in tax classification of the property
used in the business.


                                     12

<PAGE>

Form 10-Q Part I                                     Cincinnati Bell Inc.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont'd)


OTHER INCOME (EXPENSE) - NET


<TABLE>
<CAPTION>

                                  June 30         Increase
(In millions)                1994        1993    (Decrease)  Change
                             ----        ----    ----------  ------
<S>                         <C>         <C>      <C>         <C>
Three months ended          $(.2)       $ 1.1     $ (1.3)    (118)%
Six months ended            $ .4        $11.8     $(11.4)     (97)%

</TABLE>


The most important reason for the decrease for the six months is the
inclusion of a $9.8 million gain from the sale of CBT's  residential
equipment leasing  and PhoneCenter  Store  businesses in  the  first
quarter of  1993.  In addition,  the quarter and six  months of 1993
include income  from the Cincinnati-Anixter joint  venture which was
terminated at the end of 1993.

INTEREST EXPENSE


<TABLE>
<CAPTION>

                                  June 30         Increase
(In millions)                1994        1993    (Decrease)  Change
                             ----        ----    ----------  ------
<S>                         <C>         <C>      <C>         <C>
Three months                $12.5       $ 9.8     $2.7       28%
Six months                  $24.9       $20.2     $4.7       23%

</TABLE>


A  higher average interest rate on total debt outstanding caused the
increase  in interest expense.   This was the  result of refinancing
short-term  debt  with long-term  debt  with  higher interest  rates
during the  last six months of  1993 and higher average  balances of
debt outstanding from the WATS acquisition.

INCOME TAXES


<TABLE>
<CAPTION>

                                  June 30         Increase
(In millions)                1994        1993    (Decrease)  Change
                             ----        ----    ----------  ------
<S>                         <C>         <C>      <C>         <C>
Three months                $11.0       $ 6.0     $5.0        83%
Six months                  $20.3       $16.7     $3.6        22%

</TABLE>


Higher income before taxes was the principal reason for the increase
in income taxes.  The Company's effective tax rate was 37.2% for the
three months and  six months ended  June 30, 1994 compared  to 31.0%
and 32.8% for the same periods last year, respectively.  The reasons
for the higher annual effective tax rate were principally due to the
new  tax law which increased rates and non-deductible expenses along
with changes in  the expectation  of taxable income  in 1994  versus
1993.

FINANCIAL CONDITION

Cash  provided by operating activities for the six months ended June
30,  1994 was  $111.4 million,  an increase  of $33.6 million.   The
excess  of cash  from  operations over  the  amounts of  cash  flows
invested  and  dividend  payments  was  used  to  reduce  short-term
borrowings.

The  primary use  of  capital  resources  continued  to  be  capital
expenditures.  Capital expenditures were $81.5 million for the first
six months in 1994 compared to the $75.9 million for the same period
in  1993.   Included  in the  capital expenditures  were capitalized
software  development  costs  of  $4.5 million  and  $13.5  million,
respectively.  Capital expenditures for telephone plant were  higher
from an  increase in  access lines and  modernization of  equipment.
Capital  expenditures for 1994 are expected to be approximately $160
million of which $95 million is for additions to property, plant and
equipment of CBT.

                                     13

<PAGE>

Form 10-Q Part I                                     Cincinnati Bell Inc.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont'd)

The  Company's debt  to capitalization  ratio at  June 30,  1994 was
54.6%  compared to  47.8% at  June 30,  1993.   The increase  is due
primarily to  the impact of the special charges in late 1993 and the
acquisition of WATS Marketing in November, 1993.

In  May 1994, Moody's  placed under review  the Company's commercial
paper  rated P-1  and  senior unsecured  debt  rated A2,  and  CBT's
unsecured debt  rated Aa2.  The reason given to the Company was that
it  derives  the bulk  of its  credit  support from  CBT.   For CBT,
Moody's  stated that  the review  is necessary  in order  to further
assess  the  implications  of  the  introduction  of  new  incentive
regulatory framework in  Ohio on CBT's ability to  generate adequate
levels of return to sustain its cash flow.

Management  believes  that the  Company  has  adequate internal  and
external  resources available to  finance its  business development,
construction and dividend programs.  The Company maintains  adequate
lines of  credit with  several institutions to  provide support  for
borrowings and general
corporate purposes.

CHANGE IN ACCOUNTING PRINCIPLE

Effective  January  1,  1994,  the  Company  adopted  Statement   of
Financial Accounting Standards ("SFAS") 112,  "Employers' Accounting
for  Postemployment  Benefits".    The  cumulative  effect  of  this
accounting  change   was  recognized  as  a   change  in  accounting
principle, thereby reducing net income for the year by $2.9 million,
which is net of a deferred tax benefit of $1.6 million.


REGULATORY MATTERS

ALTERNATIVE REGULATION

Pursuant  to  procedures established  by  the  PUCO, local  exchange
companies are permitted to file plans proposing alternative forms of
regulation  for competitive services  and basic service  rates.  CBT
filed  for  a  threshold  increase  in  rates  with  an  alternative
regulation  proposal in 1993.   Thereafter, CBT  and the intervenors
signed a settlement agreement which was approved  by the PUCO on May
5,  1994 increasing revenues by  $11.9 million annually  or 3.75% on
Ohio regulated services.  The alternative regulation commitments and
new  rates became effective May  6, 1994.  CBT's  authorized rate of
return on capital will be 11.18%, but CBT can earn up to 11.93% in a
monitoring period without any retargeting of rates.  Earnings higher
than  11.93% result in retargeting  of rates in  the next monitoring
period.  This alternative regulation plan provides increased pricing
flexibility in some areas, which allows CBT to be more responsive to
customers and more competitive.

OPTIONAL INCENTIVE REGULATION

For  interstate services,  CBT  began to  operate under  an Optional
Incentive  Regulation  (OIR)  plan in  January  1994.    This is  an
alternative form of regulation for small and midsized companies with
more emphasis on  price regulation similar to price  caps.  The plan
involves the following:

- -   OIR does not impose a productivity offset.
- -   CBT can retain higher  levels  of profit if it improves its
    productivity/efficiency up  to  a maximum of  12.75%  under
    OIR versus 11.50% under rate of return regulation.
- -   Ratepayers  benefit from efficiency gains because the gains
    are flowed through in the form  of lower  rates in the next
    tariff period when  rates are  retargeted to the authorized
    rate of return.
- -   CBT  need  not be permanently committed  to OIR in contrast
    with price cap regulation.

                                    14


<PAGE>

Form 10-Q Part I                                     Cincinnati Bell Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont'd)

In addition, CBT has more pricing flexibility.  Rate changes and new
services can be made  on a 14 day notice without cost support if CBT
sets  rates no higher than a geographically adjacent price cap local
exchange  carrier.   This  allows  CBT  to  be  more  responsive  to
customers and more competitive.  Historical revenue requirements and
demand are used instead of forecasts.

DEPRECIATION REPRESCRIPTION

In January  1994, CBT completed a  successful triennial depreciation
represcription  with  regulators  from  the  Federal  Communications
Commission,  the PUCO and the Public Service Commission of Kentucky.
The new depreciation  rates were  effective January 1,  1994 in  the
interstate and Kentucky jurisdictions.  CBT has obtained  permission
to use new rates in Ohio effective July 1, 1994.

EFFECTS OF REGULATORY ACCOUNTING

CBT  presently  gives  accounting  recognition  to  the  actions  of
regulators where appropriate, as prescribed by SFAS 71,  "Accounting
for the Effects of Certain Types of Regulation".  Under SFAS 71, CBT
records certain  assets and  liabilities because of  the actions  of
regulators.  Amounts charged  to operations for depreciation expense
reflect estimated useful lives and methods prescribed by  regulators
rather  than  those  that   might  otherwise  apply  to  unregulated
enterprises.  In  the event CBT  determines that it no  longer meets
the criteria for  following SFAS  71, the accounting  impact to  CBT
would be an extraordinary non-cash charge to operations of an amount
which  would  be  material.     Criteria  that  give  rise   to  the
discontinuance  of SFAS  71  include  increasing competition,  which
restricts  CBT's ability  to  establish prices  to recover  specific
costs, and a significant change in the manner in which rates are set
by  regulators  from  cost-based   regulation  to  another  form  of
regulation.   CBT periodically reviews these criteria to ensure that
continuing application of SFAS 71 is appropriate.


BUSINESS OUTLOOK

Cincinnati Bell operates  businesses in  several different  markets.
Each  of the businesses  has fluctuations in  revenues and operating
earnings as  the result of  the overall level,  timing and terms  of
many contracts.  These circumstances may increase the variability of
financial results on a quarter-to-quarter basis.

Customer demands,  technology, the preferences of  policy makers and
the  convergence  of other  industries  with  the telecommunications
industry   are    causes   of   increasing    competition   in   the
telecommunications industry  for CBT.   The range  of communications
services,  the  equipment  available  to  provide  and  access  such
services  and  the  number  of competitors  offering  such  services
continue  to increase.  Federal and state regulators are encouraging
changes that promote competition in the industry.  These impacts are
expected  to make it very challenging to maintain and grow telephone
revenues.

CBT is evaluating  the way it conducts business  in order to further
improve customer  responsiveness and  quality.   CBT  is  evaluating
regulatory changes that  will be  needed.  Also,  CBT is  evaluating
productivity improvement programs  that could involve retraining  of
employees,   re-engineering   of   systems,   restructure   of   its
organization, resource levels and other operating costs.

                                    15

<PAGE>

Form 10-Q Part I                                     Cincinnati Bell Inc.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont'd)

On August  2, 1994, the  Company announced that CBIS  signed a major
contract  renewal through  1999 with  McCaw  Cellular Communications
Inc.,  the largest cellular  service provider in  the United States.
CBIS  currently  provides billing  for McCaw's  cellular properties.
Given  the continuing growth of the cellular market, the contract is
expected to generate revenues for CBIS in excess of $600 million.

MATRIXX has  taken  aggressive  steps  to  capture  efficiencies  by
integrating  the  WATS  acquisition.   The  continued  trend in  the
outsourcing of  telemarketing is  important for MATRIXX'S  continued
growth.

The success of  the other businesses will be  determined by how well
they meet the changing needs of their customers.




                                    16

<PAGE>

Form 10-Q Part II                               Cincinnati Bell Inc.

I
TEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 (a)  Exhibits.

      The following are filed as Exhibits to Part I of this Form 10-Q:

      Exhibit
      Number
      -------
        11        Computation of Earnings per Common Share

 (b)  Reports on Form 8-K.

      No reports on  Form 8-K have been filed during the quarter for
      which this report is filed.



                                    17


<PAGE>


                             SIGNATURES

 Pursuant to  the requirements of the  Securities Exchange Act  of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                  Cincinnati Bell Inc.



Date   August 12, 1994            /s/ Brian C. Henry
      ------------------          ----------------------------
                                  Brian C. Henry
                                  Executive Vice President and
                                  Chief Financial Officer



                                    18


<PAGE>


                         SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.   20549

                         ----------------------------------

                                    FORM 10-Q

                   Quarterly Report Pursuant to Section 13 or 15 (d)

                         of the Securities Exchange Act of 1934

                      for the quarterly period ended June 30, 1994

                         ----------------------------------

                              CINCINNATI BELL INC.

               (Exact Name of Registrant as specified in its charter)

                         ----------------------------------

                                      EXHIBITS


<PAGE>



                               INDEX TO EXHIBITS

                    Filed Pursuant to Item 601 of Regulation S-K


 Exhibit
   No.                         Title of  Exhibit                 Page
 -------           ----------------------------------------      ----
 (11)              Computation of Earnings per Common Share        *








<PAGE>
                                                      Exhibit 11
                                                           to
                                               Form 10-Q for the Quarterly
                                                Period Ended June 30, 1994

                              CINCINNATI BELL INC.
                 COMPUTATION OF EARNINGS PER COMMON SHARE
   (Dollars in thousands, except per share amounts; shares in thousands)


<TABLE>
<CAPTION>
                                                       For the Three Months  For the Six Months
                                                           Ended June 30,     Ended June 30,
                                                       --------------------  -----------------
                                                           1994      1993      1994    1993
                                                        ----------  -------  -------  -------
 <S>                                                    <C>         <C>      <C>      <C>
 Income before cumulative effect of accounting change    $18,720    $13,500  $34,366  $34,327
 Cumulative effect of accounting change . . . . . . .          -          -   (2,925)       -
 Net Income . . . . . . . . . . . . . . . . . . . . .     18,720     13,500   31,441   34,327
 Preferred dividend requirements  . . . . . . . . . .          -      1,088        -    2,175
                                                         -------    -------  -------  -------
 Income applicable to common shares . . . . . . . . .    $18,720    $12,412  $31,441  $32,152
                                                         -------    -------  -------  -------
                                                         -------    -------  -------  -------
Weighted average number of common shares
outstanding . . . . . . . . . . . . . . . . . . . . .     65,311     61,711   65,197   61,776

Common share conversions applicable to common
share options . . . . . . . . . . . . . . . . . . . .          8        148        8      148
                                                         -------    -------  -------  -------
Total number of shares for computing primary
 earnings per common share  . . . . . . . . . . . . .     65,319     61,859   65,205   61,924
 Average contingent issues of common shares from
 convertible preferred shares . . . . . . . . . . . .          -      3,158        -    3,158
                                                         -------    -------  -------  -------
Total number of shares for computing fully diluted
 earnings per common share  . . . . . . . . . . . . .     65,319     65,017   65,205   65,082
                                                         -------    -------  -------  -------
                                                         -------    -------  -------  -------
EARNINGS PER COMMON SHARE

As reported
 Income before accounting change  . . . . . . . . . .    $   .28    $   .20  $   .52  $   .52
 Cumulative effect of accounting change                        -          -     (.04)       -
                                                         -------    -------  -------  -------
 Net income . . . . . . . . . . . . . . . . . . . . .    $   .28    $   .20  $   .48  $   .52
                                                         -------    -------  -------  -------
                                                         -------    -------  -------  -------
Primary
 Income before accounting change  . . . . . . . . . .    $   .28    $   .20  $   .52
  $   .52
 Cumulative effect of accounting change . . . . . . .          -          -     (.04)       -
                                                         -------    -------  -------  -------
 Net income . . . . . . . . . . . . . . . . . . . . .    $   .28    $   .20  $   .48  $   .52
                                                         -------    -------  -------  -------
                                                         -------    -------  -------  -------
Fully Diluted
 Income before accounting change  . . . . . . . . . .    $   .28    $   .20  $   .52  $   .53
 Cumulative effect of accounting change . . . . . . .          -          -     (.04)       -
                                                         -------    -------  -------  -------
 Net income . . . . . . . . . . . . . . . . . . . . .    $   .28    $   .20  $   .48  $   .53
                                                         -------    -------  -------  -------
                                                         -------    -------  -------  -------
</TABLE>


Earnings  per common share for the six months ended June 30, 1994 and 1993
as  reported in  the Consolidated Statements  of Income were  based on the
weighted average number  of common shares  outstanding for the  respective
periods.  Primary  and fully diluted  earnings per common  share were  not
shown in  the Consolidated  Statements of Income  as they differ  from the
reported earnings per common share by less than three percent or are anti-
dilutive.