<PAGE>
                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )

    Filed by the Registrant / /
    Filed by a Party other than the Registrant /X/

    Check the appropriate box:
    / /  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    /X/  Definitive Proxy Statement
    / /  Definitive Additional Materials
    / /  Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or  Section
         240.14a-12

                            Cincinnati Bell Inc.
- -------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/  $125 per  Exchange Act  Rules 0-11(c)(1)(ii),  14a-6(i)(1), 14a-6(i)(2)  or

     Item 22(a)(2) of Schedule 14A.
/ /  $500  per  each party  to  the controversy  pursuant  to Exchange  Act Rule
     14a-6(i)(3).
/ /  Fee  computed  on   table  below   per  Exchange   Act  Rules   14a-6(i)(4)
     and 0-11.
     1) Title of each class of securities to which transaction applies:
        ------------------------------------------------------------------------
     2) Aggregate number of securities to which transaction applies:
        ------------------------------------------------------------------------
     3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):
        ------------------------------------------------------------------------
     4) Proposed maximum aggregate value of transaction:
        ------------------------------------------------------------------------
     5) Total fee paid:
        ------------------------------------------------------------------------
/ /  Fee paid previously with preliminary materials.
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the  filing for which the  offsetting fee was paid
     previously. Identify the previous filing by registration statement  number,
     or the Form or Schedule and the date of its filing.
     1) Amount Previously Paid:
        ------------------------------------------------------------------------
     2) Form, Schedule or Registration Statement No.:
        ------------------------------------------------------------------------
     3) Filing Party:
        ------------------------------------------------------------------------
     4) Date Filed:
        ------------------------------------------------------------------------

<PAGE>

[LOGO]                                    NOTICE OF 1995 ANNUAL MEETING
201 EAST FOURTH STREET                              AND PROXY STATEMENT
P.O. BOX 2301
CINCINNATI, OHIO 45201

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


                            NOTICE OF ANNUAL MEETING

To The Shareholders:

    The  annual meeting of shareholders of  Cincinnati Bell Inc. (the "Company")
will be held in the Presidential  Ballroom of the Westin Hotel, Fountain  Square
South,  Cincinnati,  Ohio, on  Monday, April  17,  1995, at  11:30 A.M.  for the
following purposes:

    1.  To elect three directors for three-year terms ending in 1998;

    2.  To ratify the  appointment of  Coopers & Lybrand  L.L.P. as  independent
        accountants  to audit  the financial statements  of the  Company for the
        year 1995;

    3.  To act upon shareholder proposals set forth in the proxy statement; and

    4.  To act upon such other matters as may properly come before the meeting.

    Shareholders of record at the close of business on February 28, 1995 will be
entitled to vote at the meeting and any adjournment thereof.

    The vote of  each shareholder is  important, whatever the  number of  shares
held.  Whether or not you plan to attend the meeting, please sign and return the
accompanying proxy card promptly in the enclosed envelope. PLEASE NOTE THAT YOUR
VOTE CANNOT BE COUNTED UNLESS YOU SIGN  AND RETURN THE PROXY CARD OR ATTEND  THE
MEETING AND VOTE BY BALLOT.

                                     /s/ W. H. Zimmer III

                                           W. H. Zimmer III
                                           Secretary

M
arch 13, 1995

<PAGE>
                              CINCINNATI BELL INC.
                             201 EAST FOURTH STREET
                                 P.O. BOX 2301
                             CINCINNATI, OHIO 45201

                                PROXY STATEMENT

    This  Proxy Statement  and the accompanying  proxy card are  being mailed to
shareholders on or about March 13,  1995 in connection with the solicitation  of
proxies  by the Board of  Directors of Cincinnati Bell  Inc. (the "Company") for
use at the annual meeting to be held on April 17, 1995.

    Shares can be voted at the meeting only if the shareholder is represented by
proxy or is present in person. A shareholder giving a proxy in the  accompanying
form  retains the  power to  revoke it  by a  later appointment  received by the
Company or by giving notice of revocation  to the Company in writing or in  open
meeting.  Such later appointments or notices should  be directed to W. H. Zimmer
III,  Secretary  of  the  Company,  at  the  address  set  forth  above.  Shares
represented  by properly executed proxies received in the accompanying form will
be voted in accordance with the  instructions contained therein. IN THE  ABSENCE
OF  CONTRARY INSTRUCTIONS, SUCH SHARES  WILL BE VOTED (1)  TO ELECT AS DIRECTORS
THE PERSONS NAMED ON PAGE 6; (2) TO RATIFY THE APPOINTMENT OF COOPERS &  LYBRAND
L.L.P.  AS INDEPENDENT  ACCOUNTANTS OF  THE COMPANY  FOR THE  YEAR 1995;  (3) IN
OPPOSITION TO EACH OF  THE SHAREHOLDER PROPOSALS; AND  (4) IN THE DISCRETION  OF
THE  INDIVIDUALS NAMED IN THE PROXY, ON  ANY MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING. An abstention from voting  and broker non-votes on any matter  will
be  tabulated as a vote withheld on or  against such matter and will be included
in computing  the number  of  shares present  for  purposes of  determining  the
presence of a quorum for the shareholder meeting.

    If  a shareholder is a participant in the Company's Employee Stock Ownership
Plan ("ESOP"),  Retirement Savings  Plan, Savings  and Security  Plan, the  CBIS
Retirement  and Savings Plan or the MATRIXX Marketing Inc. Profit Sharing/401(k)
Plan, and the  accounts are registered  in the  same name, the  proxy will  also
serve  as a voting instruction for the trustees of those plans. All of the plans
except for the ESOP provide that the trustee shall vote plan shares  represented
by  cards which are not signed and returned in the same proportion as shares for
which signed cards are  returned. Shares in  the ESOP are  not voted unless  the
card is signed and returned.

    YOUR  VOTE  IS  IMPORTANT. PLEASE  SIGN,  DATE  AND RETURN  YOUR  PROXY CARD
PROMPTLY SO THAT A QUORUM MAY BE REPRESENTED AT THE MEETING.

    In the past, shareholders with multiple accounts may have received more than
one Annual Report and Proxy  Statement, which is costly  to the Company and  may
have  been  inconvenient  to  those  shareholders.  The  Company  has eliminated
multiple mailings of the Annual Report and Proxy Statement to accounts with  the
identical  address. Additionally, all proxy cards to identical addresses will be
included in the same  envelope. To resume  the mailing of  an Annual Report  and
Proxy  Statement to  an account,  call the  Company's investor  relations number
1-800-345-6301, or write W. H. Zimmer III, Secretary, Room 732, 201 East  Fourth
Street, P.O. Box 2301, Cincinnati, Ohio 45201.

<PAGE>
    On  the record date, February 28, 1995, outstanding voting securities of the
Company  consisted  of  66,061,106  Common  Shares,  $1.00  par  value  ("Common
Shares"),  all  of one  class. Each  Common Share  has one  vote on  each matter
presented for action at the meeting. The following table sets forth information,
as of the record date, with respect to those persons the Company believes to  be
beneficial owners of more than 5% of the Company's voting securities:


<TABLE>
<CAPTION>
                                                          AMOUNT AND
                                                          NATURE OF      PERCENT OF
  TITLE OF CLASS             BENEFICIAL OWNER           OWNERSHIP (A)       CLASS
- ------------------  ----------------------------------  --------------  -------------
<S>                 <C>                                 <C>             <C>
Common Shares       The Western and Southern              6,470,496            9.8%
                    Life Insurance Company
                    400 Broadway
                    Cincinnati, Ohio 45202
Common Shares       T. Rowe Price Trust Company           6,069,877(b)         9.2%
                    ("T. Rowe Price")
                    10090 Red Run Boulevard
                    Owings Mills, Maryland 21117
Common Shares       Bankers Trust Company                 3,691,460(c)         5.6%
                    ("Bankers Trust")
                    One Bankers Trust Plaza
                    New York, New York 10015
<FN>
- ---------
(a)  The  Securities and Exchange Commission has defined "beneficial owner" of a
     security to include any person who has or shares voting power or investment
     power with  respect  to any  such  security or  has  the right  to  acquire
     beneficial ownership of any such security within 60 days.

(b)  T.  Rowe Price has advised the Company that these Common Shares are held by
     it as trustee under the Cincinnati  Bell Inc. Retirement Savings Plan,  the
     Cincinnati  Bell Inc. Savings  and Security Plan  and the MATRIXX Marketing
     Inc. Profit Sharing/401(k) Plan. T. Rowe Price may be considered as sharing
     voting power with participants under these plans because T. Rowe Price  has
     power  to vote the Common Shares to the extent the participants do not give
     it instructions with  respect to voting  such shares. For  each plan,  this
     power  is limited to  the voting of Common  Shares as to  which it does not
     receive instructions, in the same proportions as it votes Common Shares for
     which it does receive instructions. Under the terms of these plans and  the
     applicable  trust  agreements, T.  Rowe Price  has only  limited investment
     powers with respect to the Common Shares held by it.

(c)  Bankers Trust  has advised  the Company  that these  Common Shares  include
     3,457,248  Common Shares  held by it  as trustee under  the Cincinnati Bell
     Pension Plans Trust. Bankers Trust is required to vote these Common  Shares
     in  the same proportions that the trustee (Key Trust Company of Ohio) under
     the Cincinnati Bell  Inc. Employee  Stock Ownership Plan  votes the  Common
     Shares  held  under  that  plan.  (The  trustee  under  the  Employee Stock
     Ownership Plan votes only the  Common Shares for which voting  instructions
     have  been received.)  Bankers Trust  does not  have investment  power with
     respect to Common Shares held by  it under the Pension Plans Trust  because
     the  Company directs Bankers  Trust with respect to  purchases and sales of
     Common Shares.

     Bankers Trust has  advised the  Company that the  remaining 234,212  Common
     Shares are held by it in a variety of fiduciary capacities.
</TABLE>


    Section  16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who own more  than 10% of a registered class  of
the  Company's equity  securities to  file reports  of ownership  and changes in
ownership with  the Securities  and Exchange  Commission and  the New  York  and
Cincinnati   Stock  Exchanges.   Officers,  directors   and  greater   than  10%
shareholders  are  required  by  regulations  of  the  Securities  and  Exchange
Commission  to furnish the Company  with copies of all  Section 16(a) forms they
file. Based solely on its review of the copies of such forms received by it, the
Company believes that, during the period  commencing January 1, 1994 and  ending
December 31, 1994, all such persons

                                       2

<PAGE>
complied  on a timely basis with the  filing requirements of Section 16(a), with
the exception of a Form 3 filed after its due date by Mrs. Stonebraker, a Form 4
filed after  its due  date by  Mr.  Friedlander and  a Form  5 that  reported  a
transaction late for Mr. Sharrock.

                               BOARD OF DIRECTORS

GENERAL INFORMATION

    The  Board  of  Directors  has  the  responsibility  for  establishing broad
corporate policies and for the overall  performance of the Company, although  it
is  not involved in day-to-day operating details. Directors are kept informed of
the Company's business by various reports and documents sent to them, as well as
by operating and financial reports presented at Board and committee meetings  by
the chairman, chief executive officer and other officers.

    Meetings  of the Board of Directors are held approximately six times a year,
and there is  also an  organizational meeting  following the  annual meeting  of
shareholders.  Additional meetings of  the Board may  be called whenever needed.
The Board of Directors of the Company  held ten meetings in 1994. Each  director
attended  at least  75% of  the aggregate  number of  meetings of  the Board and
committees of which he or she was a member.

COMMITTEES OF THE BOARD

    The committees established  by the Board  of Directors to  assist it in  the
discharge   of  its  responsibilities  are  described  below.  The  biographical
information on  each director,  including those  nominated for  election,  which
begins  on page 6 of this  Proxy Statement, identifies the committee memberships
currently held by each nominee and each incumbent director.

    The Executive Committee has five members,  two of whom are also officers  of
the  Company. The Committee meets  on call whenever needed  and has authority to
act on most matters during the  intervals between Board meetings. The  Committee
met three times in 1994.

    The  Audit Committee  has four members,  none of  whom is an  officer of the
Company. The Committee  meets with management  to consider the  adequacy of  the
internal controls of the Company and the objectivity of its financial reporting;
the  Committee also meets with the  independent accountants and with appropriate
Company financial personnel and internal auditors concerning these matters.  The
Committee   recommends  to  the   Board  the  appointment   of  the  independent
accountants, subject to ratification by the shareholders at the annual  meeting.
Both  the internal  auditors and  the independent  accountants periodically meet
alone with the  Committee and  have unrestricted  access to  the Committee.  The
Committee met five times in 1994.

    The  Compensation Committee has three members, none of whom is an officer of
the Company.  It  makes  recommendations  to  the  Board  with  respect  to  the
compensation  of  Senior  Managers  of  the  Company  and  also  administers the
Cincinnati Bell  Inc.  1988  Long  Term Incentive  Plan  (the  "1988  Long  Term
Incentive Plan"), the Cincinnati Bell Inc. Short Term Incentive Plan (the "Short
Term  Incentive Plan"), the  Cincinnati Bell Inc.  Pension Program (the "Pension
Program"), the Cincinnati Bell  Inc. 1989 Stock Option  Plan and the  Cincinnati
Bell  Inc.  Executive  Deferred Compensation  Plan  (the  "Deferred Compensation
Plan"). The Committee met five times in 1994.

    The Finance and  Benefits Committee  has four members,  none of  whom is  an
officer  of  the Company.  The Committee  reviews the  capital structure  of the
Company, short term borrowing limits, proposed financings, options available for
the financing  of  all  material  acquisitions by  the  Company,  the  Company's
dividend  policy  and  the  Company's  benefit  plans,  the  performance  of the
portfolio managers of such plans and pension plan funding. From time to time the
Committee makes such reports  and recommendations to the  Board with respect  to
the foregoing as it deems appropriate. The Committee met four times in 1994.

    The  Nominating Committee has three members, one  of whom is also an officer
of the  Company. The  Committee meets  from time  to time  to discuss  potential
candidates  for director  and officer positions  with the Company.  From time to
time the  Committee makes  such  reports and  recommendations  to the  Board  of
Directors  with respect  thereto as it  may deem appropriate.  The Committee met
five times in 1994.

                                       3

<PAGE>

COMPENSATION OF DIRECTORS

    Directors who are also employees of the Company receive no remuneration  for
serving  as directors  or committee  members. Non-employee  directors receive an
annual retainer  of $16,000  and a  meeting fee  of $1,000  for each  Board  and
committee meeting attended. Directors may elect to defer the receipt of all or a
part  of the fees  and retainers. Amounts so  deferred earn interest, compounded
quarterly, at a  rate equal  to the average  interest rate  for ten-year  United
States Treasury notes for the previous quarter.

    Non-employee directors also receive stock options pursuant to the Cincinnati
Bell  Inc. 1988  Stock Option  Plan for  Non-Employee Directors  (the "Directors
Plan"). Pursuant to the Directors Plan each non-employee director of the Company
upon his/her initial appointment or election as a director receives an option to
purchase 6,000 Common Shares and receives  in each year thereafter an option  to
purchase 2,000 Common Shares, provided that such non-employee director continues
in office subsequent to that year's annual meeting of shareholders. The exercise
price  for each option  granted is 100% of  the fair market  value of the Common
Shares on the date of grant. During 1994, no options were exercised.

    Pursuant to the Cincinnati Bell Inc. Retirement Plan for Outside  Directors,
non-employee  directors with at least five years of service as a director of the
Company upon  their retirement  are  entitled to  receive  an amount  per  year,
continuing  for the number of years that they served as a director, equal to the
annual retainer in effect at the date  of their retirement. In the event of  the
death  of a director or retired director, no further payments will be made under
the plan. Presently two  directors are receiving  payments under the  Retirement
Plan for Outside Directors.

    Mr.  Hibbard retired  as an employee  of the Company  effective February 11,
1994; however,  he continues  to serve  as  a non-employee  director and  as  an
officer of the Company. As long as he continues to serve as Chairman, he will be
compensated  at the rate of  $300,000 per annum and  he will continue to receive
the perquisites which he was receiving as Chairman immediately prior to becoming
a non-employee director. As a non-employee director, Mr. Hibbard is eligible  to
participate in the plan for deferring fees and retainers and the Directors Plan;
however,  Mr. Hibbard  will not participate  in the Retirement  Plan for Outside
Directors.

    Non-employee  directors  also   were  provided  certain   telecommunications
services.  The cost of  such services was  approximately $1,125 per non-employee
director in 1994.

C
OMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    Mr. Clark, an Executive Vice President and a director of the Company, serves
as a director of Xtek, Inc. Mr. Kiggen,  who is a director of the Company and  a
member of the Company's Compensation Committee, is the Chairman of the Board and
President of Xtek, Inc. Since the Board of Directors of Xtek, Inc. does not have
a compensation committee, the entire Board of Directors of Xtek, Inc. (including
Mr.  Clark) performs the function of a compensation committee. Cincinnati Bell's
Compensation Committee consists  of Messrs. Christensen  (Chairman), Kiggen  and
Sharrock.


SHARE OWNERSHIP OF DIRECTORS AND OFFICERS

    The  following table sets forth the beneficial ownership of Common Shares as
of February 28, 1995 by each director and executive officer and by all directors
and officers of the Company as a group. As of that

                                       4

<PAGE>
date, no individual director or officer owned beneficially more than 1.0% of the
Common Shares outstanding  and all directors  and officers of  the Company as  a
group  owned beneficially 1,899,420 Common Shares of the Company or 2.88% of the
Common Shares outstanding.


<TABLE>
<CAPTION>
 
                                                                            SHARES BENEFICIALLY     PERCENT OF
                                                                                 OWNED AS OF           COMMON
                                                                              FEB. 28, 1995 (A)        SHARES
                                                                            ----------------------  -------------

<S>                                                                         <C>                     <C>
John F. Barrett...........................................................             12,384(b)(c)        .02%
Paul W. Christensen, Jr...................................................             34,001(b)           .05%
Raymond R. Clark..........................................................            262,141              .40%
Phillip R. Cox............................................................              8,300              .01%
William A. Friedlander....................................................             85,557(b)(d)        .13%
Brian C. Henry............................................................            128,444              .19%
Dwight H. Hibbard.........................................................            415,474(b)           .63%
Donald E. Hoffman.........................................................             60,666(b)           .09%
Robert P. Hummel, M.D.....................................................             21,501(b)           .03%
James D. Kiggen...........................................................             29,712(b)           .04%
John T. LaMacchia.........................................................            411,237(b)           .62%
Mary D. Nelson............................................................              8,000              .01%
David B. Sharrock.........................................................             19,401              .03%
Barbara J. Stonebraker....................................................             54,317(b)           .08%
All Directors and Officers as a group (consisting of 18 persons, including
  those named above)......................................................          1,899,420(b)          2.88%
<FN>
- ---------
(a)  Includes Common Shares subject to  outstanding options under the 1988  Long
     Term  Incentive Plan and  the Directors Plan which  are exercisable by such
     individuals within  60 days.  The  following options  are included  in  the
     totals:  345,000 Common Shares for Mr. LaMacchia; 288,000 Common Shares for
     Mr. Hibbard; 175,000 Common Shares for Mr. Clark; 125,000 Common Shares for
     Mr. Henry; 23,500 Common Shares for Mrs. Stonebraker; 18,000 Common  Shares
     for  each of Messrs.  Friedlander, Hummel and  Kiggen; 16,000 Common Shares
     for Messrs. Sharrock and Hoffman; 12,000 Common Shares for Mr. Christensen;
     10,000 Common Shares for Mr. Barrett; 8,000 Common Shares for Mr. Cox;  and
     6,000  Common Shares for Mrs. Nelson. The Common Share figures for the non-
     employee directors  do not  include,  however, the  option to  purchase  an
     additional 2,000 Common Shares that each non-employee director will receive
     pursuant  to the Directors  Plan, provided that  such non-employee director
     continues  in  office   subsequent  to  this   year's  annual  meeting   of
     shareholders.

(b)  Includes  Common  Shares  held directly  by  members of  the  director's or
     officer's family who have the same home  as the director or officer but  as
     to  which the director or officer disclaims beneficial ownership: 7,001 for
     Mr. Christensen; 6,558 for Mr. LaMacchia; 6,197 for Mr. Hoffman; 4,510  for
     Mrs.  Stonebraker; 4,100 for  Mr. Friedlander; 1,901  for Dr. Hummel; 1,663
     for Mr. Kiggen; 784  for Mr. Barrett;  401 for Mr.  Hibbard; and 1,008  for
     other officers.

(c)  Does  not  include Common  Shares  held by  The  Western and  Southern Life
     Insurance Company of  which Mr.  Barrett is President  and Chief  Executive
     Officer. Mr. Barrett disclaims beneficial ownership of those shares.

(d)  Includes  50,200  Common  Shares  as  to  which  Mr.  Friedlander disclaims
     beneficial ownership; of the 50,200  Common Shares, Mr. Friedlander  shares
     investment power as to 4,200 Common Shares and has sole investment power as
     to 46,000 Common Shares.
</TABLE>


                                       5

<PAGE>
                             ELECTION OF DIRECTORS
 
                          (ITEM 1 ON THE PROXY CARD)

    The  Board of  Directors of  the Company  presently consists  of 11 members,
three of whom  are officers of  the Company. The  Company's Amended Articles  of
Incorporation  require that the directors be divided into three classes. At each
annual meeting of shareholders, directors constituting a class are elected for a
three-year term. The terms of the four  Class II directors expire in 1995.  Paul
W.  Christensen, Jr., a director of the  Company since 1983, is not standing for
re-election pursuant to the Company's policy that non-employee directors are not
eligible for  re-election after  attaining age  68. As  a result,  the Board  of
Directors  will consist  of ten  members. The  Board of  Directors has nominated
Phillip R. Cox,  William A. Friedlander  and John T.  LaMacchia for election  as
directors  in Class II to  serve until the 1998  annual meeting of shareholders.
The three nominees for directors receiving the greatest number of votes will  be
elected  Class II Directors. The  four directors in Class  III continue to serve
until the 1996 annual meeting of shareholders, and the three directors in  Class
I continue to serve until the 1997 annual meeting of shareholders. The directors
of  each  class will  serve until  their respective  successors are  elected and
qualified.

    It is intended  that shares represented  by the accompanying  form of  proxy
will be voted for the election of the nominees, unless contrary instructions are
indicated  as provided on the proxy card. (If  you do not wish your shares to be
voted for particular nominees, please so indicate on the proxy card.) If one  or
more  of the nominees should at the time of the meeting be unavailable or unable
to serve as a candidate, the shares represented by the proxies will be voted  to
elect  the remaining nominees and any  substitute nominee or nominees designated
by the Board of Directors. The Board of Directors knows of no reason why any  of
the nominees will be unavailable or unable to serve.

    For  each director of  the Company, including  those nominated for election,
there follows a brief listing of  principal occupation during at least the  past
five  years,  other  major  affiliations  and age  on  the  date  of  this Proxy
Statement. When indicating  the tenure with  the Company of  each director,  the
"Company"  means the  present corporation  (post-June 1983)  and Cincinnati Bell
Telephone Company  (pre-July 1983).  Directors' ownership  of Common  Shares  is
shown on the table on page 5.

                        NOMINEES FOR CLASS II DIRECTORS
                             (TERMS EXPIRE IN 1998)

    Phillip  R.  Cox, President  and Chief  Executive  Officer of  Cox Financial
Corporation  (financial  planning)  since  1972.  Chairman  of  United  Way   of
Cincinnati,  March 1995, Vice  Chairman of United  Way of Cincinnati, 1993-1995,
Director of Federal Reserve Bank of  Cleveland, CINergy Corp. (gas and  electric
company)  and PNC Bank, Ohio, N.A. Director of the Company since 1993; member of
Finance and Benefits Committee. Age 47.

    William A.  Friedlander, Chairman  of Bartlett  & Co.  (investment  advisor)
since  1989; Chairman and Chief Executive Officer, 1968-1988. Director and Chief
Executive Officer of the  Greater Cincinnati Foundation (community  foundation),
1990-1994. Director of The Union Central Life Insurance Company. Director of the
Company since 1986; Chairman of Audit Committee. Age 62.

    John  T. LaMacchia,  President and  Chief Executive  Officer of  the Company
since October 1, 1993; President of the Company since January 1, 1988;  Chairman
of  Cincinnati  Bell  Telephone  Company since  November  1,  1993;  Chairman of
Cincinnati Bell Information  Systems Inc.  since October  1988; Chief  Operating
Officer  of the Company,  1988-1993. Director of The  Kroger Co. (food retailer)
and Multimedia, Inc. (diversified media communications company). Director of the
Company since 1985; member of Executive Committee. Age 53.

                              CLASS III DIRECTORS
                             (TERMS EXPIRE IN 1996)

    Raymond R. Clark, Executive Vice President  of the Company since January  1,
1987; Chief Executive Officer of Cincinnati Bell Telephone Company since January
1,  1988; President  since January 1,  1987. Director of  Star Banc Corporation,
Xtek, Inc. (manufacturer  of engineered  products for heavy  industry) and  Ohio
National Life Insurance Company. Director of the Company since 1985. Age 57.

                                       6

<PAGE>
    Robert  P. Hummel, M.D.,  Chief of Staff of  University Hospital since 1992;
Professor of Surgery, College of Medicine, University of Cincinnati since  1976;
Vice   Chairman-Department  of  Surgery,  College  of  Medicine,  University  of
Cincinnati since 1986. Director of the  Company since 1983; Chairman of  Finance
and Benefits Committee and a member of the Executive Committee. Age 66.

    James  D.  Kiggen,  Chairman  of  the  Board  and  President  of  Xtek, Inc.
(manufacturer of engineered products for heavy industry) since 1985. Director of
Fifth Third Bancorp and its subsidiary, The Fifth Third Bank, The United  States
Playing  Card Company (worldwide  manufacturer of playing  cards) and Xtek, Inc.
Director  of  the  Company  since  1983;  member  of  Executive  Committee   and
Compensation Committee. Age 63.

    Mary D. Nelson, President of Nelson & Co. (consulting actuaries) since 1975.
Director of Blount, Inc. (manufacturer of outdoor products, industrial and power
equipment  and sporting equipment) and The Union Central Life Insurance Company.
Director of the Company since 1994; member of Audit Committee. Age 61.

                               CLASS I DIRECTORS
                             (TERMS EXPIRE IN 1997)

    John F. Barrett, President  and Chief Executive Officer  of The Western  and
Southern  Life  Insurance  Company  since March  8,  1994;  President  and Chief
Operating Officer, November  1989 to  March 1994; Executive  Vice President  and
Chief  Financial Officer, May 1987 to October  1989. Director of The Western and
Southern Life Insurance Company and The Fifth Third Bancorp and its  subsidiary,
The  Fifth  Third Bank.  Director of  the  Company since  1992; member  of Audit
Committee, Finance and Benefits Committee and Nominating Committee. Age 45.

    Dwight H.  Hibbard, Chairman  of  the Company  since 1985;  Chief  Executive
Officer  of  the  Company,  1985-1993;  Chairman  of  Cincinnati  Bell Telephone
Company, 1985-1993.  Director  of Teradyne,  Inc.  (supplier of  automatic  test
systems).  Director of the  Company since 1974;  Chairman of Executive Committee
and Chairman of the Nominating Committee. Age 71.

    David B.  Sharrock, Retired  Executive Vice  President and  Chief  Operating
Officer  of  Marion Merrell  Dow Inc.  (researcher,  manufacturer and  seller of
pharmaceutical products)  1989-1993; President  and Chief  Operating Officer  of
Merrell  Dow  Pharmaceuticals Inc.,  1988-1989. Director  of Marion  Merrell Dow
Inc., Unitog Co. (uniform rental  company) and Interneuron Pharmaceuticals  Inc.
(pharmaceutical  research). Director of the Company  since 1987; member of Audit
Committee, Compensation Committee and Finance and Benefits Committee. Age 58.

             RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
 
                          (ITEM 2 ON THE PROXY CARD)

    Subject  to  shareholder   ratification,  the  Board   of  Directors,   upon
recommendation  of the  Audit Committee, has  reappointed the firm  of Coopers &
Lybrand L.L.P. as independent accountants  to audit the financial statements  of
the  Company  for  the year  1995.  Coopers  & Lybrand  L.L.P.  has  audited the
financial statements of the Company (and Cincinnati Bell Telephone Company prior
to  July  1983)  for  many  years.  If  the  shareholders  do  not  ratify  this
appointment,  other independent accountants will be  appointed by the Board upon
recommendation of  the Audit  Committee. One  or  more members  of the  firm  of
Coopers  &  Lybrand  L.L.P.  will  attend  the  annual  meeting,  will  have  an
opportunity to make a statement and will be available to answer questions.

OUR RECOMMENDATION

    RATIFICATION OF THE  APPOINTMENT OF  COOPERS & LYBRAND  L.L.P. REQUIRES  THE
AFFIRMATIVE  VOTE OF THE HOLDERS  OF A MAJORITY OF  THE COMMON SHARES PRESENT OR
REPRESENTED AND  ENTITLED  TO  VOTE  AT THE  MEETING.  THE  BOARD  OF  DIRECTORS
R
ECOMMENDS A VOTE FOR SUCH RATIFICATION.

                                       7

<PAGE>
    APPROVAL  OF THE FOLLOWING PROPOSALS, EACH OF  WHICH IS OPPOSED BY THE BOARD
OF DIRECTORS, WOULD  REQUIRE THE AFFIRMATIVE  VOTE OF A  MAJORITY OF THE  COMMON
SHARES  PRESENT IN PERSON  OR REPRESENTED BY  PROXY AND ENTITLED  TO VOTE AT THE
MEETING.

                              SHAREHOLDER PROPOSAL

                           (ITEM 3 ON THE PROXY CARD)

    Rabbi Benno M. Wallach, DD, 19803 White Dove Trail, P.O. Box 246, Crosby, TX
77532, owning jointly and severally with his wife 6,000 Common Shares, has given
notice that  he  intends  to present  for  action  at the  annual  meeting,  the
following resolution:

    WHEREAS  shareholders of  American telephone  companies have  generally been
well rewarded during the last several years because of the economic  performance
of their companies,

    AND  WHEREAS the per share stock price  of Cincinnati Bell Inc. has declined
from a high of $35.00 per share in 1989 to the current per share price, which is
a reflection  of the  economic community's  assessment of  the outlook  for  the
future of the company,

    BE  IT  THEREFORE RESOLVED  that  Cincinnati Bell  Inc.  shareholders hereby
express their dissatisfaction with the  performance of the company's  management
in recent years;

    AND  BE IT THEREBY FURTHER RESOLVED  that for these reasons the shareholders
of Cincinnati Bell  hereby request  and recommend  that the  Board of  Directors
adopt  and  implement a  policy  to actively  seek  a purchaser  to  acquire the
Company.

    AND BE IT FURTHER RESOLVED that the officers of the corporation report their
progress on this effort at least semi annually to the company's shareholders.

    Rabbi Wallach  has  submitted the  following  statement in  support  of  his
resolution:

    Stockholders  have been  treated annually  to optimistic  projections by the
corporation's executive  officers,  but achievements  have  not measured  up  to
avowed goals. Current management has had ample time and opportunity to translate
desire  into reality,  but has not  been able to  do so. Since  ownership of the
company constitutes  a very  attractive  investment, and  may  well be  worth  a
premium  above actual  value to a  potential purchaser, sale  of the corporation
would be  in the  best interest  of the  shareholders, and  should therefore  be
pursued  actively. It  is the  opinion of this  shareholder that  this course of
action is preferable  to the upheavals  which could be  engendered if an  effort
were made to replace current management.

COMPANY STATEMENT IN OPPOSITION OF PROPOSAL

 
   THE  BOARD  OF DIRECTORS  RECOMMENDS A  VOTE AGAINST  THIS PROPOSAL  FOR THE
FOLLOWING REASONS:

    The purpose of  this proposal is  to have the  Board sell the  Company to  a
third  party. The proposal asserts  that such a sale  would reward the Company's
shareholders better than continued ownership of Company shares in the future.

    The Board is always open to  suggestions that would benefit the Company  and
enhance  value  for  its  shareholders. Although  certain  sale  transactions do
provide a  premium over  market  value for  a corporation's  shareholders,  that
premium is not always large and does not always reflect the true long term value
to the shareholders of the Company.

    The  Company's management is  focusing on improving  the Company's financial
results and is being held accountable by the Board for improved performance. The
management has been pursuing  actively a strategy to  revitalize certain of  the
Company's  businesses and to enhance the competitiveness of its other businesses
and has taken the following steps during  the past two years in connection  with
its businesses:

    - Cincinnati   Bell  Telephone  Company  ("CBT").  CBT  has  negotiated  and
      implemented a three-year alternative regulation plan that has strengthened
      its competitive position and provided for  an increase in prices that  had
      been  unchanged  since 1985.  CBT presently  has  under way  a substantial

                                       8

<PAGE>
      reduction in its work force that will reduce its costs and streamline  its
      provision  of services. As  a result, CBT  is now well  positioned to take
      advantage of the dynamic opportunities in the telecommunications industry.

    - Cincinnati Bell Information Systems Inc. ("CBIS"). CBIS was  substantially
      restructured  in 1994  to focus on  its core  competency (high-volume call
      rating  and  bill  processing)  and  on  serving  wireless  and   wireline
      telecommunications  companies. CBIS is  the leader in  bill processing for
      the   cellular   market   and    will   continue   its   development    of
      communications-market solutions for the future.

    - MATRIXX  Marketing Inc. ("MATRIXX"). MATRIXX became larger as well as more
      profitable in  1994 due  to both  its WATS  acquisition in  late 1993  and
      strong  internal  growth.  It  is now  the  leading  independent telephone
      marketing agency. As  evidence that  MATRIXX is beginning  to realize  its
      potential,  operating  income  grew from  $2.0  million in  1993  to $22.6
      million in 1994.

    The result of the foregoing activities  is that each of these businesses  is
now  more  efficient and  more  focused on  improving  profitability. Management
believes that the steps taken will  enhance the economic return to  shareholders
in  the future and  that their full effect  has not yet  been achieved. Our 1994
results put the Company in the best cash position in six years, reversed  losses
at  CBIS and provided the second best  operating income in the Company's history
on record revenues.  Even in a  generally down  year for the  stock market,  the
Company's  improving results and  future prospects were  recognized (in rankings
against its  12 peer  companies) in  that the  total return  on Cincinnati  Bell
shares  (price change plus dividends) was fifth in 1994 versus tenth in 1993 and
last in 1992.  At this  time, the  Board believes  that looking  actively for  a
purchaser  will be  disruptive to  these improving  efforts and  may cause their
failure.

    APPROVAL OF THIS PROPOSAL REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF  A
MAJORITY  OF THE  COMMON SHARES  PRESENT IN PERSON  OR REPRESENTED  BY PROXY AND
ENTITLED TO  VOTE  AT THE  MEETING.  FOR THE  REASONS  STATED ABOVE,  THE  BOARD
RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

                              SHAREHOLDER PROPOSAL

                           (ITEM 4 ON THE PROXY CARD)

    Robert B. Harris, 6542 Cliffridge, Cincinnati, OH 45213, owning 9,980 Common
Shares,  has given notice  that he intends  to present for  action at the annual
meeting, the following resolution:

    WHEREAS the economic performance of Cincinnati Bell Inc. since 1989 has been
less than satisfactory to many shareholders of the corporation,

    BE IT HEREBY RESOLVED that it is the sense of the corporation's stockholders
that no further monetary benefits of any kind shall accrue to the  corporation's
officers, over and above those already covenanted;

    AND  BE  IT  FURTHER  RESOLVED  that  the  above  implies  that  no  "golden
parachutes" or other severance pay, over and above already contracted  severance
agreements,  shall be granted to the  present corporate management, in the event
Cincinnati Bell Inc. experiences a change of ownership or management.

    Robert W. Harris  has submitted the  following statement in  support of  his
resolution:

    Officers   of  Cincinnati  Bell  Inc.  have  historically  been  remunerated
liberally, and  no further  emoluments are  required. We  would, however,  offer
management  the same incentive offered to lower level employees: "If you do your
job well, you get to keep  it; alternatively, you will be replaced".  Mediocrity
deserves  no bonuses, and economic  results in recent years  have been less than
satisfactory.

COMPANY STATEMENT IN OPPOSITION OF PROPOSAL

 
   THE BOARD  OF DIRECTORS  RECOMMENDS A  VOTE AGAINST  THIS PROPOSAL  FOR  THE
FOLLOWING REASONS:

    The   Board,  acting  through  its  Compensation  Committee,  is  ultimately
responsible for the compensation  paid to the  Company's executive officers.  As
stated  in the  Report of  the Compensation  Committee, the  Company's executive
compensation program  has  several  objectives. These  objectives  are:  (i)  to
encourage  and provide  an incentive  to its  executive officers  to achieve the
Company's strategic business and financial

                                       9

<PAGE>
goals, both short-term  and long-term,  and thereby  enhance shareholder  value,
(ii)  to  attract and  retain well-qualified  executive  officers, and  (iii) to
reward individuals  for outstanding  job  performance in  a fair  and  equitable
manner.

    From  the  foregoing statements,  it is  clear that  the Board  supports the
concept that executive compensation should be related to the achievement of  the
overall  goals of  the Company. For  this reason,  for the years  1991, 1992 and
1993, the Company's top  two executive officers did  not receive bonuses due  to
the  Company's failure to meet criteria for  those bonuses as established by the
Compensation Committee.  The Compensation  Committee believes  that its  current
compensation  policy, as described in its  report, better serves the interest of
the Company's shareholders than the proposal.

    The  Board  also  believes  that  the  proposal  is  too  ambiguous  to   be
implemented.  From the  language of the  proposal, the Board  would be uncertain
what actions to take to implement  the proposal and, therefore, the Board  would
be unable to exercise its duties in a responsible way.

    The  Board  remains sensitive  to  shareholder concerns  regarding executive
compensation. However, the Board believes  that the present proposal would  work
against the best interest of the shareholders.

    APPROVAL  OF THIS PROPOSAL REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A
MAJORITY OF THE  COMMON SHARES  PRESENT IN PERSON  OR REPRESENTED  BY PROXY  AND
ENTITLED  TO  VOTE AT  THE  MEETING. FOR  THE  REASONS STATED  ABOVE,  THE BOARD
RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

            COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

    The overall goals of the Company's executive compensation program are (i) to
encourage and provide  an incentive  to its  executive officers  to achieve  the
Company's strategic business and financial goals, both short-term and long-term,
and thereby enhance shareholder value, (ii) to attract and retain well-qualified
executive  officers,  and  (iii)  to  reward  individuals  for  outstanding  job
performance in a fair and equitable manner.

    The Compensation Committee recommends to the Board of Directors compensation
for the Chief Executive Officer and Messrs. Clark and Henry. The compensation of
Mr. Hoffman and Mrs.  Stonebraker was established by  the Board of Directors  of
Cincinnati Bell Telephone Company.

    The  components  of the  Company's executive  compensation program  are base
salary, annual short  term incentives and  long term incentives,  each of  which
assists in achieving the program's goals.

    After  reviewing (i) several national surveys(1) concerning the compensation
paid by companies in a broad spectrum of businesses focusing on compensation  at
the  50th  percentile,  (ii)  historical compensation  data  for  each executive
officer, (iii) information from  the Company's Chairman of  the Board, and  (iv)
the  Committee's evaluation of  the performance of  Messrs. LaMacchia, Clark and
Henry, the Compensation Committee  did not recommend any  change in base  salary
for  Messrs. LaMacchia,  Clark and  Henry during  1994. The  salaries of Messrs.
LaMacchia, Clark and Henry appear in the Summary Compensation Table on page  12.
Compared to the survey group, salaries paid to the executive officers average in
the 50th to 75th percentile.

    The  Company's Short Term Incentive Plan, which includes the Chief Executive
Officer and  Messrs.  Clark  and  Henry,  is one  of  the  means  by  which  the
Compensation   Committee   encourages  the   Company's  management   to  enhance
shareholder value.  To  receive  an  annual  short  term  incentive  award,  the
Compensation Committee recommended and the Board of Directors approved that: (i)
the  Company must achieve certain levels of  "earnings per share" (EPS) and, for
Mr. Clark, the Telecom  Group must achieve certain  levels of operating  income,
and   (ii)  the  individual  officer's  performance,  in  the  judgment  of  the
Compensation Committee,  must be  deserving. The  threshold amount  for the  EPS
component is 89%

- ---------
(1)  The salary and  bonus surveys are prepared  by recognized consulting firms,
each of which establishes its own  criteria for including companies in its  data
pool.  The consulting firms do not  disclose the defining characteristics of the
companies in these surveys,  and, therefore, the survey  may or may not  include
the peer group companies.

                                       10

<PAGE>
with  the maximum amount  payable upon the  achievement of 111%  of the targeted
goal. The threshold  amount for  the operating income  is 96%  with the  maximum
award  payable upon the achievement of 114% of the targeted goal. Based upon the
achievement of predetermined goals, each  executive officer may receive from  0%
to  250% of the  targeted cash award.  The target cash  awards are determined by
reviewing  survey  bonus  information(2)  and  from  historical  bonus   targets
established  in previous years. Compared to the Survey Group, target cash awards
for executive officers  average 85% of  the 75th percentile.  Since 123% of  the
Company  EPS goals and 109% of the Telecom Group operating income goals for 1994
were achieved, short term incentive awards were approved for Messrs.  LaMacchia,
Clark  and Henry. The amounts of those awards appear in the Summary Compensation
Table on page 12.

    The Company's 1988 Long Term Incentive Plan provides incentive  compensation
for  key officers and employees of the  Company and its subsidiaries in the form
of stock  options,  stock  appreciation rights,  restricted  stock,  performance
shares and performance units and other stock unit awards. In connection with any
award,  payments of  dividend or  interest equivalents  also may  be authorized.
Options granted under  the 1988 Long  Term Incentive Plan  are either  incentive
stock options or nonstatutory options. The exercise price of each option granted
equals  or is greater than the fair  market value of the Company's Common Shares
on the date of  grant. The term of  any option cannot exceed  10 years from  the
date  of grant. Generally, options will be  canceled in the event of termination
of employment for any reason other than retirement, disability or death.

    The Compensation Committee uses long term compensation, mainly the grant  of
stock  options, as  a means  to align the  interests of  the Company's executive
officers with  those of  its shareholders  and thus  enhance shareholder  value.
After  considering  (i)  an  independent  consultant's  survey(3)  that measured
options grants as a multiple  of base salary and focusing  on the 50th and  75th
percentiles   of   this  survey,   (ii)  each   executive  officer's   level  of
responsibility, (iii) total compensation objective  (as identified in the  first
paragraph  in this report), (iv) previous grant information (as reflected in the
Summary Compensation Table)  and (v)  statistical data  concerning total  grants
under  the Company's 1988 Long Term Incentive Plan compared to total outstanding
shares, the Compensation Committee granted options to all of the named executive
officers except Mr. Horing. The options  granted to the Chief Executive  Officer
and  each of  the named  executive officers  are shown  in the  "Grants of Stock
Options" table on page 13.  The options granted in  1994 to the named  executive
officers  ranged from 50th percentile to  the 75th percentile with Mr. LaMacchia
at the 75th percentile.

    Mr. LaMacchia  served  in the  capacity  of President  and  Chief  Executive
Officer throughout 1994. As President and Chief Executive Officer, in accordance
with  the policies  discussed, his  previous base  salary rate  was $500,000. He
received a stock option grant for 100,000 Common Shares, and he received a short
term award of $500,000.

    No  executive  officer  received  compensation  during  1994  which  is  not
deductible  by  reason of  the  limitation contained  in  section 162(m)  of the
Internal Revenue Code. This  limitation will be  considered by the  Compensation
Committee when it determines the amounts of compensation to be paid to executive
officers in 1995 and subsequent calendar years.

                                           Compensation Committee
                                           Paul W. Christensen, Jr.
                                           James D. Kiggen
                                           David B. Sharrock

- ---------
(2)  The salary and  bonus surveys are prepared  by recognized consulting firms,
each of which establishes its own  criteria for including companies in its  data
pool.  The consulting firms do not  disclose the defining characteristics of the
companies in these surveys,  and, therefore, the survey  may or may not  include
the peer group companies.
(3)  The  companies  used in  the  survey  from which  stock  option  grants are
determined consist of 276 national companies which responded to the survey.  The
consulting  firm does not disclose the defining characteristics of the companies
used in the survey. This survey was not used to compute salaries or bonuses.

                                       11

<PAGE>

                             EXECUTIVE COMPENSATION

I.  SUMMARY COMPENSATION TABLE

    The following table shows  the compensation of  the Chief Executive  Officer
and the five most highly compensated executive officers of the Company or any of
its  subsidiaries for  services to the  Company and  its subsidiaries, including
CBT, MATRIXX and CBIS, in all capacities. Messrs. LaMacchia and Clark served  as
directors  of  the  Company  but  received  no  separate  compensation  in those
capacities.


<TABLE>
<CAPTION>
                                                                                LONG-TERM COMPENSATION
                                                                         -------------------------------------
                                                                                  AWARDS
                                           ANNUAL COMPENSATION           ------------------------    PAYOUTS
                                   -----------------------------------                 SECURITIES   ----------
                                                          OTHER ANNUAL   RESTRICTED    UNDERLYING   LONG-TERM     ALL OTHER
       NAME AND PRINCIPAL                                 COMPENSATION      STOCK       OPTIONS     INCENTIVE    COMPENSATION
            POSITION         YEAR  SALARY($)   BONUS($)       ($)         AWARDS($)       (#)       PAYOUTS($)     ($) (A)
     ----------------------  ----  ---------   ---------  ------------   -----------   ----------   ----------   ------------
     <S>                     <C>   <C>         <C>        <C>            <C>           <C>          <C>          <C>
     John T. LaMacchia       1994  $500,000    $500,000           (b)    $      0       100,000        $ 0       $  6,000
     President & CEO         1993   415,000           0           (b)           0        60,000          0          6,994
                             1992   360,000           0           (b)           0        60,000          0          9,154
     Raymond R. Clark        1994  $300,000    $237,857           (b)    $500,400(c)     40,000        $ 0       $  6,000
     Executive Vice          1993   295,000      76,000    $67,290(d)           0        40,000          0          9,894
     President               1992   270,000      80,000           (b)           0        30,000          0          9,154
     Brian C. Henry          1994  $275,000    $175,000           (b)    $      0        20,000        $ 0       $ 11,000
     Executive Vice          1993   180,000     160,000           (b)           0        80,000          0              0
     President               1992        --          --         --              0            --         --             --
     Donald E. Hoffman       1994  $186,000    $ 80,000           (b)    $      0         4,000        $ 0       $  7,840
     Senior Vice             1993   184,000      46,000           (b)           0         4,000          0          6,896
     President               1992   177,000      88,600           (b)           0         4,000          0          6,014
     Barbara J. Stonebraker  1994  $186,000    $ 80,000           (b)    $      0         4,000        $ 0       $  8,000
     Senior Vice             1993   184,000      46,000           (b)           0         4,000          0          9,434
     President               1992   177,000      88,600           (b)           0         4,000          0          8,347
     Sheldon Horing(e)       1994  $270,000    $      0           (b)    $      0             0        $ 0       $147,655(f)
     Executive Vice          1993   277,500           0    $43,137(g)           0        20,000          0          7,670
     President               1992   232,935      70,000     50,293(g)           0        20,000          0          5,819

<FN>

(a)  Represents Company contributions to defined contribution savings plans  and
     to the Deferred Compensation Plan described on page 16 and 17.

(b)  Does  not  include the  value of  perquisites  and other  personal benefits
     because the aggregate amount of such compensation, if any, does not  exceed
     the  lesser of $50,000 or 10% of the  total amount of the annual salary and
     bonus for the individual for that year.

(c)  30,000 shares  at  $17.75  vesting at  a  rate  of 6,000  shares  per  year
     beginning  in 1995  over a  period of five  years. Dividends  on the entire
     amount of shares payable quarterly beginning in 1994.

(d)  Includes $50,400 for  dividend equivalent rights  on exercised options  for
     Mr.  Clark. Other amounts were  less than 25% of  the total perquisites and
     other personal benefits reported for Mr. Clark.

(e)  Mr. Horing  is included  in the  above table  because he  was an  executive
     officer  until March 11, 1994  and continues to be  employed by the Company
     pursuant to a consulting and separation agreement.

(f)  Includes a one-time contract payment to Mr. Horing.

(g)  Includes $13,675 in 1993 and $20,295 in 1992 for commuting expenses.  Other
     amounts  were less  than 25%  of the  total perquisites  and other personal
     benefits reported for Mr. Horing.
</TABLE>


                                       12

<PAGE>
II.  GRANTS OF STOCK OPTIONS

    The  following table  shows all  individual grants  of stock  options to the
named executive officers of  the Company during the  fiscal year ended  December
31, 1994.


<TABLE>
<CAPTION>
                                                                             POTENTIAL REALIZABLE
                            NUMBER OF   % OF TOTAL                         VALUE AT ASSUMED ANNUAL
                           SECURITIES     OPTIONS                            RATES OF STOCK PRICE
                           UNDERLYING   GRANTED TO   EXERCISE              APPRECIATION FOR OPTION
                             OPTIONS     EMPLOYEES    OR BASE                      TERM (B)
                             GRANTED     IN FISCAL     PRICE    EXPIRATION ------------------------
          NAME               (#)(A)        YEAR       ($/SH)      DATE       5% ($)       10% ($)
- -------------------------  -----------  -----------  ---------  ---------  -----------  -----------
<S>                        <C>          <C>          <C>        <C>        <C>          <C>
John T. LaMacchia             100,000          12%   $  18.188   1/3/04    $ 1,143,800  $ 2,898,700
Raymond R. Clark               40,000           5%   $  18.188   1/3/04    $   457,520  $ 1,159,480
Brian C. Henry                 20,000           2%   $  18.188   1/3/04    $   228,760  $   579,740
Donald E. Hoffman               4,000          .5%   $  18.188   1/3/04    $    45,752  $   115,948
Barbara J. Stonebraker          4,000          .5%   $  18.188   1/3/04    $    45,752  $   115,948
Sheldon Horing                 35,000           4%   $  18.188   1/3/04    $   400,330  $ 1,014,545
<FN>

(a)  The material terms  of the options granted  are: grant type, non-statutory;
    grant price, fair market  value on grant date;  exercisable after one  year;
    term of grant, 10 years, except in cases of retirement, disability or death,
    unexercisable options are canceled upon termination of employment.

(b)  As required by  rules of the Securities  and Exchange Commission, potential
    values stated  are based  on the  prescribed assumption  that the  Company's
    Common  Shares will appreciate in value from the date of grant to the end of
    the option term (ten years from the date of grant) at annualized rates of 5%
    and 10% (total  appreciation of  62.9% and  159.4%) resulting  in values  of
    approximately  $29.63  and  $47.18,  respectively.  They  are  not intended,
    however, to forecast possible future appreciation,  if any, in the price  of
    the  Company's  Common Shares.  The total  of all  stock options  granted to
    employees,  including   executive   officers,   during   fiscal   1994   was
    approximately  1.28% of the total Common Shares outstanding during the year.
    As an alternative to the assumed  potential realizable values stated in  the
    above  table,  the Securities  and  Exchange Commission  rules  would permit
    stating the  present value  of such  options at  date of  grant. Methods  of
    computing  present  values suggested  by  different authorities  can produce
    significantly different results.  Moreover, since stock  options granted  by
    the  Company are not transferable, there  are no objective criteria by which
    any  computation  of  present  value  can  be  verified.  Consequently,  the
    Company's  management  does  not  believe  there  is  a  reliable  method of
    computing the present value of such stock options.
</TABLE>


                                       13

<PAGE>
III. AGGREGATE OPTION EXERCISES

    The following table  shows fiscal  year-end values only  because no  options
were exercised during fiscal year 1994.


<TABLE>
<CAPTION>
                                                                   NUMBER OF
                                                                  SECURITIES
                                                                   UNERLYING        VALUE OF
                                                                  UNEXERCISED     UNEXERCISED
                                                                  OPTIONS AT      IN-THE-MONEY
                                                                  FY-END (#)       OPTIONS AT
                                                                  EXERCISABLE    FY-END ($)(A)
                                                                     (E)/       EXERCISABLE (E)/
                                   SHARES ACQUIRED     VALUE     UNEXERCISABLE   UNEXERCISABLE
              NAME                 ON EXERCISE (#)  REALIZED ($)      (U)             (U)
- ---------------------------------  ---------------  -----------  -------------  ----------------
<S>                                <C>              <C>          <C>            <C>
                                                                    E200,000        E$     0
John T. LaMacchia                             0      $       0      U100,000        U      0
                                                                    E113,000        E$     0
Raymond R. Clark                              0      $       0      U 40,000        U      0
                                                                    E 26,666        E$     0
Brian C. Henry                                0      $       0      U 73,334        U      0
                                                                    E 12,000        E$     0
Donald E. Hoffman                             0      $       0      U  8,000        U      0
                                                                    E 12,000        E$     0
Barbara J. Stonebraker                        0      $       0      U  8,000        U      0
                                                                    E 65,500        E$     0
Sheldon Horing                                0      $       0      U 35,000        U      0
<FN>
(a)  Values stated based on the fair market  value (average of the high and low)
    of $17.125 per  share of the  Company Common  Shares on the  New York  Stock
    Exchange on December 30, 1994.
</TABLE>


IV.  LONG-TERM INCENTIVE PLAN AWARDS TABLE

    Since  no awards pursuant to any long-term  incentive plans were made to any
named executive officer in the fiscal year ended December 31, 1994, no table has
been included.

V.  DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE

    Messrs. LaMacchia,  Clark  and Hoffman  participate  in both  the  Company's
Management Pension Plan and the Pension Program. The following table illustrates
the  approximate  pension  amounts  which would  be  payable  under  those plans
combined.

                               PENSION PLAN TABLE


<TABLE>
<CAPTION>
                     YEARS OF SERVICE AND PENSION AMOUNT
               -----------------------------------------------
COMPENSATION       15          20          25      30 OR MORE
- -------------  ----------  ----------  ----------  -----------
<S>            <C>         <C>         <C>         <C>
 $   175,000   $   59,500  $   79,333  $   99,167   $ 119,000
     250,000       85,000     113,333     141,667     170,000
     325,000      110,500     147,333     184,167     221,000
     400,000      136,000     181,333     226,667     272,000
     475,000      161,500     215,333     269,167     323,000
     550,000      187,000     249,333     311,667     374,000
     625,000      212,500     283,333     354,167     425,000
     700,000      238,000     317,333     396,667     476,000
     775,000      263,500     351,333     439,167     527,000
     850,000      289,000     385,333     481,667     578,000
     925,000      314,500     419,333     524,167     629,000
   1,000,000      340,000     453,333     566,667     680,000
   1,075,000      365,500     487,333     609,167     731,000
</TABLE>


                                       14

<PAGE>
    Pension amounts shown  under the  foregoing table are  annual straight  life
annuity  pension amounts, prior  to deduction for  Social Security benefits. The
amounts of total covered compensation which can be used to compute the estimated
annual retirement  benefits of  Messrs.  LaMacchia, Clark  and Hoffman  and  the
number  of their years of credited service  at December 31, 1994 are as follows:
Mr. LaMacchia, $1,000,000 and  28 years of service;  Mr. Clark, $537,857 and  30
years of service; and Mr. Hoffman, $267,000 and 34 years of service. The covered
compensation  is for the  twelve consecutive month  period during the thirty-six
consecutive month period  ending December  31, 1994 which  produces the  highest
dollar amount. It is anticipated that Mr. Hoffman will retire on May 24, 1995.

    Effective  December  31,  1993,  the benefit  formula  under  the Management
Pension Plan was  converted to a  cash balance formula.  Under the cash  balance
formula,  each participant has an account to which pension credits are allocated
at the end of each  year based upon the  participant's attained age and  covered
compensation   for  the  year.  To  the  extent  that  a  participant's  covered
compensation exceeds the Social Security  wage base, additional pension  credits
are  given for such  excess compensation. The following  chart shows the pension
credits which will be given at the ages indicated:


<TABLE>
<CAPTION>
       ATTAINED AGE                                  PENSION CREDITS
- ---------------------------  ---------------------------------------------------------------
<S>                          <C>
Less than 30 years           2.50% of total covered compensation plus 2.50% of excess
                              compensation
30 but less than 35 years    2.75% of total covered compensation plus 2.75% of excess
                              compensation
35 but less than 40 years    3.25% of total covered compensation plus 3.25% of excess
                              compensation
40 but less than 45 years    4.00% of total covered compensation plus 4.00% of excess
                              compensation
45 but less than 50 years    5.25% of total covered compensation plus 5.25% of excess
                              compensation
50 but less than 55 years    6.50% of total covered compensation plus 6.50% of excess
                              compensation
55 or more years             8.00% of total covered compensation plus 8.00% of excess
                              compensation
</TABLE>


    At the  end of  each year,  a participant's  account is  also credited  with
assumed  interest at the rate  of 8% per annum through  December 31, 1996 and 4%
per  annum  for  subsequent  years.  At  retirement  or  other  termination   of
employment,  an amount equivalent to the balance then credited to the account is
payable to the participant in the form  of an immediate or deferred lump sum  or
annuity.  (In the case  of an employee  who was a  participant in the Management
Pension Plan on December 31, 1993, the employee's account also is credited  with
pension credits equivalent to the employee's accrued benefit on that date.)

    Messrs.  Henry and Horing and Mrs. Stonebraker participate in the Management
Pension Plan but do not participate in the Pension Program. If they continue  in
employment  and retire  at normal retirement  age of 65,  their estimated annual
pension amounts under  the Management  Pension Plan  would be  $142,057 for  Mr.
Henry,  $94,270  for Mrs.  Stonebraker and  $56,414  for Mr.  Horing. It  is not
anticipated that Mr. Horing's employment will continue beyond March 10, 1996.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

    In December 1987, the Company  entered into Executive Employment  Agreements
with  Messrs. LaMacchia and  Clark, respectively. The  Executive Agreements with
Messrs. LaMacchia and Clark are not typical employment agreements in that  their
terms  of employment under  the Agreements do  not commence until  the date of a
"change in control"  (as defined in  the Agreements) of  the Company. Under  the
Agreements,  Messrs. LaMacchia and Clark (i) continue to be employed in the same
positions that they  had on the  day preceding  the change in  control with  the
responsibilities and authorities that executives in comparable companies possess
and  (ii) receive  the same  level of compensation  (with annual  cost of living
increases) and benefits in  effect immediately prior to  the change in  control.
After  a change in control, the  executives may terminate their employment, with
or without  reason, upon  one  month's prior  written  notice. The  Company  may
terminate  any executive's employment without breach  of his Agreement only upon
his

                                       15

<PAGE>
death, disability or  for "cause"  (as defined in  the Agreement).  If, after  a
change  in  control  of  the Company,  the  Company  terminates  any executive's
employment in breach of  his Agreement or  any executive voluntarily  terminates
his  employment, he is  entitled to receive  as severance pay  in cash an amount
equal to five times his "base amount" within the meaning of Section 280G of  the
Internal  Revenue Code. ("Base amount" for  purposes of the Executive Agreements
includes all  amounts  attributed or  earned  by  the executive  for  that  year
pursuant to the Short Term Incentive Plan, the 1988 Long Term Incentive Plan and
any  other  deferred compensation  plan.) The  severance  pay payable  under the
Executive Agreements will be greater than the maximum amount which may currently
be paid under the  Internal Revenue Code for  these types of agreements  without
the  individual incurring an excise  tax and without the  Company being denied a
tax deduction of a portion of the payments.

    In March 1993, the  Company entered into  an Executive Employment  Agreement
with  Mr. Henry which provides for the  employment and retention of Mr. Henry as
Executive Vice President and Chief Financial  Officer of the Company for a  term
commencing  on March 29, 1993  and terminating on March  29, 1998. The Executive
Employment Agreement provides for: an initial base salary of $270,000 per  year,
which is subject to annual performance reviews and increases consistent with his
performance  and the treatment  of similarly situated  employees of the Company;
the opportunity to earn  a bonus under  the Short Term Incentive  Plan of up  to
250%  of the annual short term incentive  amount goal per calendar year; options
to purchase 80,000 Common Shares; a  supplemental pension equal to that  portion
of  his accrued  pension under the  Management Pension Plan  attributable to his
first 10 years  of service;  and benefits  and perquisites  consistent with  the
treatment  of  similarly  situated  employees  of  the  Company.  The  Executive
Employment  Agreement  provides  that  if  Mr.  Henry's  employment   terminates
following  a change in control of the Company, Mr. Henry will receive a lump sum
payment equal to the greater of $810,000  or three times his annual base  salary
on the date of termination. In the event that the Company terminates Mr. Henry's
employment  (other than for cause or disability) after March 29, 1995, Mr. Henry
will receive a lump sum severance payment  equal to his previous 12 months  base
salary.  If the Company terminates Mr.  Henry's employment (other than for cause
or disability)  prior to  March 29,  1995, Mr.  Henry will  receive a  lump  sum
severance payment equal to his base salary for the remainder of the term.

    In  December  1994,  CBT  entered into  an  Employment  Agreement  with Mrs.
Stonebraker which provides for the employment and retention of Mrs.  Stonebraker
as a Senior Vice President for a term commencing on December 31, 1994 and ending
on  December 31,  1999. The Employment  Agreement provides for:  an initial base
salary of $192,000 per year, which is subject to annual performance reviews; the
opportunity to earn a bonus under CBT's regular compensation program; an  annual
grant  of options to purchase  7,500 Common Shares; a  restricted stock award of
15,000 Common Shares  (which was issued  on January 3,  1995); and benefits  and
perquisites  consistent with the treatment  of similarly situated employees. The
Employment Agreement  states that  if Mrs.  Stonebraker's employment  terminates
following  a change  in control  of the  Company or  CBT, Mrs.  Stonebraker will
receive a lump sum payment equal to 2.99 times her base salary, her options will
become immediately exercisable and the restrictions otherwise applicable to  her
restricted  stock  award  will lapse.  In  the  event that  CBT  terminates Mrs.
Stonebraker's employment (other than for cause or disability), Mrs.  Stonebraker
will  receive a lump sum severance payment equal  to the lesser of two times her
base salary or her base salary for the remainder of the term.

    In March  1994,  the  Company  entered  into  a  consulting  and  separation
agreement  with Mr. Horing. Under  the terms of that  agreement, Mr. Horing will
continue in employment, as a consultant, until March 10, 1996 and be compensated
for his services at the rate of $341,562  per annum. In the event of his  death,
his  estate will  continue to receive  the payments  due through the  end of the
consulting period. While employed under the consulting and separation agreement,
Mr. Horing will continue to receive the employee benefits and perquisites  which
he was receiving when he resigned as an officer of the Company.

    The  Deferred Compensation  Plan was  adopted effective  January 1,  1994 to
permit officers at the level of senior vice president and above to defer receipt
of up to 75% of their base salary,  up to 100% of their cash bonuses  (including
cash awards under the 1988 Long Term Incentive Plan and the Short Term Incentive
Plan)  and up to 100%  of share awards under the  1988 Long Term Incentive Plan.
For participating employees who are not in the Pension Program, there will be  a
Company  "match" which is  established by the  Compensation Committee. For 1994,
the   "match"    for    participating    employees   of    the    Company    and

                                       16

<PAGE>
CBT  was $.666 for each dollar deferred (up to 6% of compensation) and the match
for participating employees of CBIS was $.833 for each dollar deferred (up to 6%
of compensation).  Amounts deferred  by participants  (and the  related  Company
"match")  are assumed to  have been invested  in various mutual  funds and other
investments (including  Company Shares).  Upon  termination of  employment,  the
amounts  then credited to the participant's account are distributed in two equal
annual installments or in  up to ten annual  installments. The 1994 "match"  for
Messrs.  Henry  and Horing  and  Mrs. Stonebraker  is  reflected in  the Summary
Compensation Table under the "All Other Compensation" column. Messrs. LaMacchia,
Clark and  Hoffman are  not eligible  to receive  a "match"  under the  Deferred
Compensation Plan.

    Under the Long Term Incentive Plan and the Short Term Incentive Plan, in the
event  of  a  change  in  control, all  outstanding  stock  options  will become
immediately exercisable, all restrictions applicable to restricted stock  awards
will  lapse and a pro rata portion of  all accrued incentive awards will be paid
in cash. Under the Incentive Award  Deferral Plan and the Deferred  Compensation
Plan,  the present  value of all  deferred amounts will  be paid in  cash in the
event of  a  change in  control.  The present  values  of all  accrued  unfunded
benefits  under  the Management  Pension Plan  and the  Pension Program  will be
funded within five days after a change in control.

 
                              PERFORMANCE GRAPHS

    The following Performance Graphs compare the yearly percentage change of the
cumulative total  shareholder return  on the  Company's Common  Shares with  the
cumulative  total return, assuming reinvestment of dividends, of (i) the S&P 500
Stock Index and (ii) the Telephone Peer Group.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC


<TABLE>
<CAPTION>
                              DEC-89     DEC-90     DEC-91     DEC-92     DEC-93     DEC-94
<S>                          <C>        <C>        <C>        <C>        <C>        <C>
Cincinnati Bell Inc.              $100        $88        $76        $71        $77        $77
S&P 500 - Registered -            $100        $97       $126       $136       $150       $152
Telephone Peer Group - Old        $100        $94       $100       $109       $129       $124
Telephone Peer Group - New        $100        $93       $101       $112       $131       $124
</TABLE>


The Telephone Peer  Group - Old  includes: ALLTEL Corp.,  Ameritech Corp.,  Bell
Atlantic  Corp., BellSouth Corp., BCE Inc.,  NYNEX Corp., Pacific Telesis Group,
Rochester Telephone Corp.  (name changed  to Frontier  Corp. effective  1/3/95),
Southern  New England  Telecommunications Corp.,  Sprint Co.,  Southwestern Bell
Corp. and US West Inc.

The Telephone Peer Group - New consists  of the same companies as the  Telephone
Peer  Group - Old  except that GTE  Corp. replaces BCE  Inc. because GTE Corp.'s
businesses are  more closely  aligned with  the Company's  three major  business
segments than the businesses of BCE Inc.

                                       17

<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC


<TABLE>
<CAPTION>
                              DEC-83     DEC-84     DEC-85     DEC-86     DEC-87     DEC-88     DEC-89     DEC-90     DEC-91
<S>                          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Cincinnati Bell Inc.              $100       $113       $158       $245       $307       $562       $718       $633       $549
S&P 500 - Registered -            $100       $106       $140       $166       $174       $203       $268       $260       $339
Telephone Peer Group - Old        $100       $129       $176       $225       $229       $275       $426       $399       $425
Telephone Peer Group - New        $100       $127       $174       $230       $233       $285       $451       $421       $457

<CAPTION>
                              DEC-92     DEC-93     DEC-94
<S>                          <C>        <C>        <C>
Cincinnati Bell Inc.              $508       $555       $550
S&P 500 - Registered -            $364       $401       $406
Telephone Peer Group - Old        $463       $551       $527
Telephone Peer Group - New        $505       $591       $562
</TABLE>


The  Telephone Peer Group - Old consists  of ALLTEL Corp., Ameritech Corp., Bell
Atlantic Corp., BellSouth Corp., BCE  Inc., NYNEX Corp., Pacific Telesis  Group,
Rochester  Telephone Corp.  (name changed  to Frontier  Corp. effective 1/3/95).
Southern New  England Telecommunications  Corp., Sprint  Co., Southwestern  Bell
Corp. and US West Inc.

The  Telephone Peer Group - New consists  of the same companies as the Telephone
Peer Group - Old  except that GTE  Corp. replaces BCE  Inc. because GTE  Corp.'s
businesses  are more  closely aligned  with the  Company's three  major business
segments than the businesses of BCE Inc.

                             SHAREHOLDER PROPOSALS

    Shareholder proposals intended for inclusion in next year's Proxy  Statement
should be sent to W. H. Zimmer III, Secretary, Room 732, 201 East Fourth Street,
P.O.  Box 2301,  Cincinnati, Ohio  45201, and must  be received  by November 14,
1995. Any  such  proposal  must  comply  with  Rule  14a-8  promulgated  by  the
Securities  and Exchange Commission  pursuant to the  Securities Exchange Act of
1934, as amended.

                      OTHER MATTERS TO COME BEFORE MEETING

    At the time this Proxy Statement was released for printing on March 9, 1995,
the Company knew of no other matters which might be presented for action at  the
meeting.  If any other matters properly come  before the meeting, it is intended
that the Common Shares represented by proxies will be voted with respect thereto
in accordance with the judgment of the persons voting them.

    The costs of soliciting proxies will be borne by the Company. In addition to
this solicitation  by mail,  directors, officers  and regular  employees of  the
Company  may solicit proxies in person or by telephone, make additional requests
for the return  of proxies and  may receive  proxies on behalf  of the  Company.
Brokers, nominees, fiduciaries and other custodians will be requested to forward
soliciting  material to the  beneficial owners of shares  and will be reimbursed
for their expenses. The  Company also has retained  Georgeson & Company Inc.  to
assist it in connection with the solicitation at an estimated fee of $8,500 plus
reimbursement of out-of-pocket expenses.

                         FINANCIAL STATEMENTS AVAILABLE

    Financial  statements for the  Company and its  subsidiaries are included in
the Annual Report of the  Company to shareholders for the  year 1994. A copy  of
the Company's Annual Report on Form 10-K as filed

                                       18

<PAGE>
with the Securities and Exchange Commission for the year 1994 will be furnished,
without  charge, on request directed  to W. H. Zimmer  III, Secretary, Room 732,
201 East Fourth Street, P.O. Box 2301, Cincinnati, Ohio 45201.

                                           By order of the Board of Directors

                                     /s/ W. H. Zimmer III

                                           W. H. Zimmer III
                                           Secretary
March 13, 1995

                                       19

<PAGE>

PROXY

                              CINCINNATI BELL INC.
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned shareholder appoints Dwight H. Hibbard, Robert P. Hummel,
M.D. and James D. Kiggen, as proxies, to vote all shares of the undersigned in
Cincinnati Bell Inc. at the annual meeting of its shareholders to be held on
Monday, April 17, 1995, and at any adjournment thereof, upon the matters listed
on the other side and, in their discretion, upon such other matters as may
properly come before the meeting.


Election of Directors, Nominees:
Phillip R. Cox, William A. Friedlander and John T. LaMacchia

(change of address)


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


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


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


- --------------------------------------------------
(If you have written in the above space, please
mark the corresponding box on the reverse side of
this card.)


YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.  THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.


                                                                     SEE REVERSE
                                                                         SIDE

<PAGE>

                                     SHARES IN YOUR NAME     REINVESTMENT SHARES
X  Please mark your votes as
   in this example.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.

                                             FOR     WITHHELD
1.  Election of Directors                    / /       / /
    (see reverse)

For, except vote withheld from the following nominee(s):


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

                                             FOR     AGAINST     ABSTAIN
2.  Ratification of appointment of           / /       / /         / /
    Coopers & Lybrand as independent
    accountants.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSALS 3 AND 4.

                                             FOR   AGAINST  ABSTAIN
3.   If properly presented at the meeting,   / /     / /      / /
     to act upon a shareholder proposal
     requesting and recommending that the
     Board of Directors adopt and
     implement a policy to seek a
     purchaser to acquire the Company.

4.   If properly presented at the            / /     / /      / /
     meeting, to act upon a shareholder
     proposal regarding limiting
     management compensation.

5.   In their discretion, upon such other    / /     / /      / /
     matters as may properly come before
     the meeting.

Change of Address   / /
Attend Meeting      / /


SIGNATURE(S)                                           DATE
            ------------------------------------------     ---------------------


SIGNATURE(S)                                           DATE
            ------------------------------------------     ---------------------
NOTE:  Please sign exactly as name appears hereon.  Joint owners should each
sign.  When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.