<PAGE>

                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------

          [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
               SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

          For the fiscal year ended December 31, 1994

                                       OR

          [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OR THE
               SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

          For the transition period from _______ to _______

                          Commission file number 1-8519

CINCINNATI BELL INC.

           An Ohio                                      I.R.S. Employer
         Corporation                                    No. 31-1056105

                 201 East Fourth Street, Cincinnati, Ohio 45202
                          Telephone Number 513 397-9900
                 ----------------------------------------------

Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of each exchange
       Title of each class                             on which registered
       -------------------                           -----------------------
Common Shares (par value $1.00 per share)            New York Stock Exchange
Preferred Share Purchase Rights                     Cincinnati Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None
                     --------------------------------------

     At February 28, 1995, there were 66,061,106 common shares outstanding.

     At February 28, 1995, the aggregate market value of the voting shares owned
by non-affiliates was $1,370,817,819.

     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
   ---    ---
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  [  ]
                      ------------------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

(1)  Portions of the registrant's annual report to security holders for the
fiscal year ended December 31, 1994 (Parts I, II and IV)
(2)  Portions of the registrant's definitive proxy statement dated March  13,
1995 issued in connection with the annual meeting of shareholders (Part III)


<PAGE>

                                TABLE OF CONTENTS


                                     PART I

Item                                                                        PAGE
----                                                                        ----
  1.    Business . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1

  2.    Properties . . . . . . . . . . . . . . . . . . . . . . . . . . .      7

  3.    Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . .      8

  4.    Submission of Matters to a Vote of the Security Holders. . . . .      9

                                     PART II

  5.    Market for the Registrant's Common Equity
        and Related Security Holder Matters. . . . . . . . . . . . . . .     12

  6.    Selected Financial Data. . . . . . . . . . . . . . . . . . . . .     12

  7.    Management's Discussion and Analysis of
        Financial Condition and Results of Operations. . . . . . . . . .     12

  8.    Financial Statements and Supplementary Data. . . . . . . . . . .     12

  9.    Disagreements on Accounting and Financial Disclosure . . . . . .     12

                                    PART III

 10.    Directors and Executive Officers of Registrant . . . . . . . . .     12

 11.    Executive Compensation . . . . . . . . . . . . . . . . . . . . .     12

 12.    Security Ownership of Certain Beneficial Owners and Management .     12

 13.    Certain Relationships and Related Transactions . . . . . . . . .     12


                                     PART IV

 14.    Exhibits, Financial Statement Schedule, and Reports on Form 8-K.     13

                             -----------------------
See page 10 for "Executive Officers of the Registrant".


<PAGE>


                                     PART I



ITEM 1.  BUSINESS

GENERAL

     Cincinnati Bell Inc. (including its wholly owned subsidiaries, except as
the context may otherwise require, the "Company") is incorporated under the laws
of Ohio and has its principal executive offices at 201 East Fourth Street,
Cincinnati, Ohio 45202 (telephone number 513-397-9900).

     The Company is a holding company engaged in operations through its
subsidiaries.  Its principal subsidiaries are divided into three industry
segments.  The telephone operations segment, Cincinnati Bell Telephone Company
("CBT"), provides telecommunications services and products, mainly local
service, network access and toll telephone services.  The information systems
segment, Cincinnati Bell Information Systems Inc. ("CBIS"), provides data
processing and software development services for telecommunications and general
business needs.  The marketing services segment, MATRIXX Marketing Inc.
("MATRIXX"), provides telephone marketing, research, fulfillment and database
services.  Other businesses include Cincinnati Bell Long Distance Inc. ("CBLD")
which provides resale of long distance telecommunications services and products
as well as voice mail and paging services, Cincinnati Bell Directory Inc.
("CBD") which provides Yellow Pages and other directory products and services
and information and advertising services, and companies having interests in
cellular mobile telephone service, the purchase, sale and reconditioning of
telecommunications and computer equipment, and the ownership of real estate used
by the Company.


TELEPHONE OPERATIONS

     GENERAL.  CBT is engaged principally in the business of furnishing
telecommunications services and products, mainly local service, network access
and toll telephone services, in four counties in southwestern Ohio, six counties
in northern Kentucky and parts of two counties in southeastern Indiana.  On
December 31, 1994, CBT had approximately  877,000  network access lines in
service.  The principal cities in which CBT furnishes local service are
Cincinnati, Norwood and Hamilton in Ohio and Covington, Newport and Florence in
Kentucky.  Approximately 98% of CBT's network access lines are in a single local
service area.  Other communications services offered by CBT include voice, data
and video transmission, custom calling services and billing services.  In
addition, CBT is a sales agent for certain products and services of AT&T Corp.
("AT&T") and also sells products of other companies.

     CBT's local exchange, network access and toll telephone operations are
subject to regulation by the regulatory authorities of the states in which it
operates with respect to intrastate rates and services, issuance of securities
and other matters.  CBT is also subject to the jurisdiction of the Federal
Communications Commission ("FCC") with respect to interstate rates, services and
other matters.

     The lines provided by CBT to customer premises can be interconnected with
the lines of other telephone companies in the United States and with telephone
systems in most other countries.  Interconnection is made through the facilities
of interexchange carriers and local exchange carriers.


<PAGE>

     The following table sets forth for CBT the number of network access lines
at December 31:

                                                  Thousands
                                      ------------------------------------

                                      1994    1993    1992    1991    1990
Network Access Lines                  ----    ----    ----    ----    ----
                                       877     848     827     808     800

     Recurring charges for network access lines and other local services for the
year ended December 31, 1994 accounted for approximately 45% of CBT revenues and
sales.

     INTRASTATE RATES.  Rates for intrastate services offered by CBT are either
non-regulated by state regulatory authorities in Ohio and Kentucky or regulated
by the Public Utilities Commission of Ohio (the "PUCO") and the Public Service
Commission of Kentucky (the "PSCK").  Approximately 77% of CBT's 1994 revenues
was derived from intrastate service.  Approximately 82% of 1994 intrastate
revenues was derived from Ohio service, approximately 18% was derived from
Kentucky service and minor amounts were derived from Indiana and other states
service.  Of the total 1994 intrastate revenues, local service accounted for
approximately 71%, intrastate long distance service and network access accounted
for approximately 13% and miscellaneous revenue accounted for approximately 16%
of such revenues.

     In 1984, the PUCO issued orders providing the format to be employed by
local exchange telephone companies in Ohio for setting charges for intrastate
access by interexchange carriers.  The PUCO determined that the Ohio intrastate
access charges should mirror the interstate access charges set by the FCC (see
"Interstate Rates"), with the exception that the PUCO did not order mirroring of
subscriber line charges or carrier common line charges.

     Pursuant to procedures established by the PUCO, local exchange companies
are permitted to file plans proposing alternate forms of regulation for
competitive services and basic service rates.  CBT filed for a threshold
increase in rates together 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 approving an alternative regulation plan and
increasing revenues by $11.9 million annually or 3.75% on Ohio regulated
services.  The alternative regulation provisions and new rates became effective
May 6, 1994.  CBT's authorized rate of return on capital is 11.18%, but CBT can
earn up to 11.93% in a monitoring period without any retargeting of rates.
Earnings higher than 11.93% will trigger a revenue retargeting formula.  This
formula will allow for certain adjustments in the following monitoring period.
This alternative regulation plan provides increased pricing flexibility in some
areas, which allows CBT to be more responsive to customers and the market.

     In 1991, the PSCK issued an order amending its prior format to be used by
local exchange companies in Kentucky for setting charges for intrastate access
for interexchange carriers.  In this order, the PSCK ordered that rates and
regulations should mirror those of the FCC with certain exceptions that may be
considered for future mirroring based on the merits of each situation.

     In October 1994, CBT filed a proposal with the PSCK for new regulated rates
for telephone services provided to its Kentucky customers.  This proposal, if
approved in its entirety, would result in uniform rates for basic service in
CBT's Kentucky and Ohio metropolitan service areas and increase revenues by $3.4
million annually.

                                       -2-


<PAGE>

     INTERSTATE RATES.  Approximately  23% of CBT's  1994 revenues was derived
from interstate and foreign services under FCC tariffs.  The FCC has regulatory
jurisdiction over services, rates and other matters relating to CBT's interstate
operations.  The FCC prescribes a uniform system of accounts applicable to
telephone companies, separations procedures to be utilized in separating
investments, revenues, expenses, taxes and reserves between the federal and
state regulatory jurisdictions, and depreciation rates for interstate plant and
facilities.

     The FCC's cost allocation rules specify requirements relative to the
allocation of costs between regulated and non-regulated activities, as well as
transactions between affiliated entities.  CBT's cost allocation manual, setting
forth its method for separating regulated and non-regulated activities
consistent with the FCC's cost allocation rules, was approved, as modified by
the FCC.  CBT continues to review its cost allocation manual and to modify it as
appropriate to reflect CBT's circumstances.

     The FCC also prescribes the rate of return which regulated carriers are
authorized to earn on their regulated interstate business.  The currently
effective authorized rate of return is 11.25%.  The FCC has yet to design a
valid refund mechanism to replace its automatic refund rule to address instances
where earnings exceed authorized levels for any monitoring period.  The U.S.
Court of Appeals for the District of Columbia Circuit previously found the FCC's
automatic refund rule to be arbitrary and capricious.  In the absence of FCC
action, several complaints were filed pursuant to Section 208 of the
Communications Act seeking refunds related to prior access periods in which CBT
had allegedly exceeded the authorized rate of return.  The FCC has awarded
damages in these cases, thereby attempting to achieve the same results that were
found improper in the previously overturned FCC rule.  Cincinnati Bell has filed
appeals to those FCC orders.

     CBT receives its principal interstate compensation from access charges paid
by interexchange carriers and end users.  Specifically, traffic sensitive
switched access charges apply on a usage sensitive basis to recover costs
associated with the use of CBT's switching and transmission facilities.  Special
access charges recover costs of private line connections.  CBT's non-traffic
sensitive costs are recovered from subscribers on a flat rate basis (Subscriber
Line Charges) and from interexchange carriers on a usage sensitive basis
(Carrier Common Line Charges).  Residential and single line business Subscriber
Line Charges have a cap of $3.50 and multi-line customers' Subscriber Line
Charges have a $6.00 cap.  The Carrier Common Line rate recovers the remaining
non-traffic costs.

     For interstate services, CBT began to operate under an Optional Incentive
Regulation ("OIR") plan in January 1994.  This is an alternative form of
regulation (i.e. departure from traditional rate of return regulation) for small
and mid-sized companies.  Under OIR more emphasis is placed on price regulation
similar to price caps.  In addition, CBT has some pricing flexibility.  Rate
changes can become effective on a 14-day notice without cost support if the rate
changes do not increase "aggregate service basket" rates.  New services can be
offered 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 the market.

     In January 1994, CBT completed a successful triennial depreciation
represcription with regulators from the FCC, the PUCO and the PSCK.  The new
depreciation rates were effective January 1, 1994 in the interstate and Kentucky
jurisdictions, and were effective July 1, 1994 in the Ohio jurisdiction.

     COMPETITION.  Customer demands, technology, the preferences of policy
makers and the convergence of other industries with the telecommunications
industry are causes for 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.

                                      - 3 -


<PAGE>

     CBT is redesigning and streamlining its processes and work activities to
improve responsiveness to customer needs, permit more rapid introduction of new
products and services, improve the quality of products and service offerings and
reduce costs.  On February 6, 1995, CBT announced the approval of a
restructuring plan which ultimately will result in the reduction in CBT's
workforce by approximately 800 employees.  In addition, CBT has upgraded and
will continue to upgrade its telephone plant and network and to explore new
services and technologies as sound business judgment dictates.  It has
constructed several optical fiber rings in and around the metropolitan
Cincinnati area to permit it to offer redundancy in telecommunications services
for business customers.  CBT offers custom calling features that include Caller
ID, Call Return, Call Block, Priority Forward, Repeat Dialing and Number
Privacy.

     Other means of communications that permit bypass of CBT's local exchange
facilities either completely or partially are available and are growing,
although CBT is unable to determine precisely to what extent such bypass may
occur.  Alternative access providers, cable companies and wireless providers
have all made clear their intent to compete for segments of the local exchange
business.  In addition, interexchange carriers are creating new value-added
services based on Signaling System 7 and Advanced Intelligent Network
technologies, similar to those under development by the local exchange
companies.  CBT's competitors range from small service bureaus to large
interexchange carriers and multi-state cellular companies to joint ventures and
other combinations of telecommunications and other companies.

     During the fourth quarter 1994, two companies filed requests with the PUCO
to offer basic local exchange telephone service within CBT's Ohio operating
territory.  CBT will actively participate in any proceedings which address the
issue of local telecommunications competition.

     The effect of this competition on CBT will ultimately be determined by
federal and state regulatory and legislative actions and the type, quality and
cost of CBT's services.  CBT continues to position itself in this rapidly
changing and convergent environment in order to remain competitive.


INFORMATION SYSTEMS

     GENERAL.  CBIS provides data processing and software development services
for the telecommunications industry.  CBIS is the leading supplier of billing
solutions to the cellular telecommunications industry.

     During 1994, CBIS substantially completed its disposal and restructuring
plan by divesting its holdings in CBIS Federal and other businesses, closing its
foreign data center, eliminating other unprofitable domestic and international
activities and restructuring the remaining CBIS operations.  As a result, CBIS
is now focusing on high volume billing and customer transaction solutions that
serve wireless and wireline telecommunications companies.

     CBIS's principal domestic markets include cellular telephone providers and
their resellers, inter-exchange carriers, independent telephone companies and
regional Bell operating companies.

     Internationally, CBIS's principal markets include post, telegraph &
telephone ("PTT's") organizations, mobile telecommunications providers and their
resellers, and new competing networks.  In the United Kingdom, CBIS Ltd. is an
ISO-9001 certified supplier with TickIT accreditation.

                                      - 4 -


<PAGE>

     CBIS continues to develop open-systems, client-server billing applications
that could serve wireline, wireless and interexchange companies.  These new
applications will form a foundation for more advanced solutions that CBIS
expects to deliver to current and future clients.

     COMPETITION.  The telecommunications information systems and services
market is highly competitive.  Such competition has increased in recent years
and is likely to increase in the future.  Some of CBIS's competitors have
substantially greater financial and other resources more readily available than
CBIS.  Competition is based mainly on product quality, performance, price and
the quality of client service.  Except for the U.S. cellular telephone market
(where CBIS serves cellular companies that have a significant portion of the
market), CBIS has small market shares in the other areas of its business and
faces vigorous competition.

     In March 1995, a service bureau client of CBIS that represents
approximately five percent of CBIS's revenues decided not to renew its contract
with CBIS.  The current contract expires in 1997.


MARKETING SERVICES

     GENERAL.  During 1994, MATRIXX became larger and more profitable because of
its WATS Marketing acquisition in 1993 and its growth in its existing business.
The majority of MATRIXX's customers come from the telecommunications, financial
services, consumer products, high technology and direct marketing industries.
MATRIXX concentrates on servicing business needs in the telephone marketing and
related marketing service areas by offering an integrated package of services to
its customers including, without limitation, inbound and outbound telephone
marketing, business-to-business telephone marketing, marketing research,
fulfillment, direct mail, database management, and facilities management.

     MATRIXX's inbound and outbound telephone marketing services enable clients
to manage high volumes of inbound and outbound customer contacts in an
environment of shared resources and also increases market awareness with rapid
response to consumer requests for information or services.  Its business-to-
business telephone marketing provides sales and customer service personnel who
act as the sales arm and/or marketing service representatives for the client.
They take orders, sell by telephone and provide information about the client's
promotion plans, quantity discounts and new products, both to retailers and
distributors.  MATRIXX's marketing research services assist clients in finding
and qualifying customers before they offer a new product or service to the
market.  By offering full service marketing research, MATRIXX can support its
clients in their strategic planning and tactical decision-making process.
MATRIXX also designs customized client solutions for consumer markets with a
dedicated staff and services uniquely tailored to the needs of each client.

     MATRIXX has international operations in Europe with headquarters in Paris
and an office in the United Kingdom, offering business-to-business and business-
to-consumer telephone marketing, including toll-free services, direct response
services and facilities management.

     COMPETITION.  The telephone marketing agency business in the United States
is highly competitive, with MATRIXX's competitors ranging in size from very
small firms offering special applications or short term projects to large
independent firms and "in-house" divisions of potential client companies with
size and capabilities equal to those of MATRIXX.  The continued trend in the
outsourcing of telephone marketing is important for MATRIXX's continued growth.
The telephone marketing agency business in Europe is in the early stages of
development.  The business is very competitive and overcapacity exists in a
market that has not developed very rapidly during the past several years.
MATRIXX is one of several companies controlling a large portion of the French
market.

                                      - 5 -


<PAGE>

OTHER BUSINESSES

     GENERAL.  Most of the Company's business other than CBT, CBIS and MATRIXX
is conducted by other subsidiaries of the Company or by partnerships in which
the Company owns an interest.

     CBLD is a reseller of long distance telecommunications services.  CBLD
sells high-quality, competitively-priced long distance services and products to
residence customers and small to medium-sized businesses in Ohio, Indiana,
Kentucky, Western Pennsylvania and Michigan.  CBLD also provides voice mail and
paging services.

     CBD provides printed Yellow Pages directories and other directory services.
In addition, CBD publishes and provides the White Pages directories for CBT.
CBD continually evaluates new product offerings in both the print and emerging
electronic categories of distribution.

     Cincinnati Bell Supply Company engages in the purchase, sale and
reconditioning of telecommunications and computer equipment to customers
nationwide.

     Cincinnati Bell Properties Inc. owns certain real estate used by the
Company.

     The Company (through its wholly owned subsidiary, Cincinnati Bell Cellular
Systems Company) is a limited partner with a 45% interest in a limited
partnership (of which Ameritech Mobile Phone Service of Cincinnati, Inc. is the
general partner) in the cellular mobile telephone service business in the
Greater Cincinnati, Columbus and Dayton areas.  Cincinnati Bell Cellular Systems
Company has commenced a lawsuit against Ameritech Mobile Phone Service of
Cincinnati, Inc. asking that the partnership be dissolved.  See "Legal
Proceedings".

     COMPETITION.  CBLD, CBD and Cincinnati Bell Supply Company are faced with
fierce competition from businesses offering similar products and services.
Their success will be determined by how well they meet the changing needs of
their customers.

RELATIONSHIP WITH AT&T

     The Company and its subsidiaries are parties to several agreements with
AT&T and its affiliates pursuant to which the Company and its subsidiaries
either purchase equipment, materials, services and advice from AT&T and its
affiliates or derive significant revenues from AT&T and its affiliates by
providing to them network services, information management systems and marketing
services.  With the completion of the merger of AT&T and McCaw Cellular
Communications Inc., in 1994, the Company's revenues from AT&T (combined with
McCaw) have increased compared to prior years.  During 1994, the Company's
revenues from AT&T (excluding network access revenues) were approximately $228
million or 18.6% of the Company's consolidated revenues, and the Company's
purchases of goods and services from AT&T and its affiliates were approximately
$80 million.  For 1994 revenues from AT&T (combined with McCaw) accounted for
45% of the information systems segment revenues.

CAPITAL ADDITIONS

     The Company has been making large expenditures for construction of
telephone plant and investments in its existing subsidiaries and new businesses.
By reinvesting in its telephone plant, the Company expects to be able to
introduce new products and services, respond to competitive challenges and
increase the operating efficiency and productivity of its network.

                                      - 6 -


<PAGE>

     The following is a summary of capital additions for the years 1990 through
1994:

<TABLE>
<CAPTION>

                                Dollars in Thousands
     ---------------------------------------------------------------------------
                                   Investments in
             Telephone Plant    Existing Subsidiaries     Total Capital
              Construction       and New Businesses         Additions
              ------------       ------------------         ---------
<S>          <C>                <C>                       <C>
1994            $112,755              $ 43,419              $156,174
1993            $111,595              $123,816              $235,411
1992            $ 94,956              $ 45,100              $140,056
1991            $115,931              $ 77,417              $193,348
1990            $127,690              $156,645              $284,335
</TABLE>


     The total investment in telephone plant increased from approximately $1,221
million at December 31, 1989 to approximately $1,447 million at December 31,
1994, after giving effect to retirements but before deducting accumulated
depreciation at either date.

     Anticipated capital additions in 1995 for the Company including all
subsidiaries are approximately $140 million, of which $100 million is for
telephone plant.

EMPLOYEES

     At December 31, 1994 the Company and its subsidiaries had approximately
15,600 employees.  CBT and CBIS had approximately 2,500 employees covered under
collective bargaining agreements with the Communications Workers of America
("CWA"), which is affiliated with the AFL-CIO.  Those agreements expire in May
1996 for CBT and September 1996 for CBIS.

     In November 1994, CBT presented a separation offer to 18 of its senior
managers, 12 of whom accepted the offer.  In February 1995, the Company approved
a restructuring plan for CBT which will result in the need for fewer people to
operate that business.  In all, CBT expects to eliminate approximately 800
management and hourly positions by 1997.

BUSINESS SEGMENT INFORMATION

     The amounts of revenues, operating income, assets, capital additions and
depreciation and amortization attributable to each of the business segments of
the Company for the year ended December 31, 1994 is set forth in the table
relating to business segment information in Note 21 of the Notes to Financial
Statements in the Company's annual report to security holders, and such table is
incorporated herein by reference.


I
TEM 2.  PROPERTIES

     The property of the Company is principally telephone plant which does not
lend itself to description by character and location of principal units.  Other
property of the Company is principally computer equipment, computer software,
furniture and fixtures.

                                      - 7 -


<PAGE>

     The gross investment in telephone plant and other property, in thousands of
dollars, at December 31, 1994 was as follows:

          Telephone Plant
             Land, buildings and leasehold improvements             $   184,847
             Central office equipment                                   551,619
             Connecting lines (not on customer premises)                578,921
             Station equipment                                           28,538
             Furniture, fixtures, vehicles and other                     88,341
             Telephone plant under construction                          15,145
                                                                      ---------
                               Total telephone plant                  1,447,411
                                                                      ---------

          Other Property
             Information systems                                        175,256
             Marketing services                                          62,811
             Other                                                       41,288
                                                                     ----------
                               Total other property                     279,355
                                                                     ----------

          Total                                                      $1,726,766
                                                                     ----------
                                                                     ----------

     Substantially all of the installations of central office equipment and
garages are located in buildings owned by CBT situated on land which it owns.
Some CBT business and administrative offices are in rented quarters, most of
which are included in capitalized leases.

     The Company owns and occupies a 120,000 square foot building in Erlanger,
Kentucky, which is a training and education facility.

     In March 1995, CBIS entered into a build-to-suit lease agreement for a new
office building and data center in Maitland, Florida.  Under the terms of the
agreement, the lease is a 15 year lease term with four 5-year renewal options.
The office building will contain 125,000 square feet and the data center will be
in a separate building of 60,000 square feet.  The annual base rent will be
approximately $3.7 million for an initial total commitment of $55.5 million over
the 15 year term.

     CBIS, MATRIXX and other Company subsidiaries lease office space in various
cities on commercially reasonable terms.  Upon the expiration or termination of
any such leases, these companies could obtain comparable office space.  CBIS
also leases some of the computer hardware, computer software and office
equipment necessary to conduct its business pursuant to short term leases, some
of which are capitalized leases.


ITEM 3.  LEGAL PROCEEDINGS

     None, except as described below.

     Cincinnati Bell Cellular Systems Company ("CBCSC") is a limited partner in
a partnership (of which Ameritech Mobile Phone Service of Cincinnati, Inc. is
the general partner) which provides cellular mobile telephone service in the
Greater Cincinnati, Dayton and Columbus areas.  The partnership operates in a
9,500 square mile area that contains a population of approximately four million
people.  On February 23, 1994, CBCSC filed an action in the Court of Chancery of
the State of Delaware for New Castle County in which CBCSC seeks a dissolution
of the limited partnership, the appointment of a liquidating trustee and damages
against the general partner.  CINCINNATI BELL CELLULAR SYSTEMS COMPANY V.
AMERITECH MOBILE PHONE SERVICE OF CINCINNATI, INC., ET AL.

                                      - 8 -


<PAGE>

     On April 20, 1983, the Company and Anixter Bros., Inc. ("Anixter") formed a
joint venture (the "Joint Venture") for the purpose of engaging in the
distribution of electrical wire and cable, cable television products and
telephone and communications products.  The Joint Venture was to terminate on
December 31, 1993.  On November 11, 1993, the Company filed a Complaint against
Anixter and the Joint Venture in the Court of Common Pleas for Hamilton County
contending that Anixter refused to compensate the Company for the going concern
value of the Joint Venture and that the managing partner failed to account
properly for revenues and expenses of the Joint Venture.  On December 14, 1993,
Anixter removed the case to the federal district court for the Southern District
of Ohio, and on December 16, 1993 filed its Answer and Counterclaim contending
that the Company wrongfully competed with the Joint Venture.  On January 10,
1994, the Company filed a motion to remand the case to state court contending
that the federal court lacked jurisdiction.  On November 25, 1994, the Company
filed a petition for mandamus in the U.S. Court of Appeals for the Sixth Circuit
asking that court to order the District Court to remand the case to the state
court.  CINCINNATI BELL INC. V. ANIXTER BROS., INC., ET AL.

     The Federal Communications Commission has issued orders that require CBT to
refund to interexchange carriers certain amounts based on CBT's having exceeded
targeted earning levels for interstate access services for the 1987-1988 access
period.  CBT has appealed the FCC orders, and its appeals have been consolidated
with numerous other appeals involving similar issues pending in the U.S. Circuit
Court of Appeals for the District of Columbia.  MCI TELECOMMUNICATIONS CORP., ET
AL. V. FCC AND USA.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS

     No matter was submitted to a vote of security holders in the fourth quarter
of the fiscal year covered by this report.

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

                                      - 9 -


<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT (DURING 1994).

     The names, ages and positions of the executive officers of the Company are
as follows:

Name                        Age                      Title
----                        ---                      -----
                      (as of 3/31/95)

Dwight H. Hibbard (a,b)     71          Chairman of the Board

John T. LaMacchia (a,b)     53          President and Chief Executive Officer

Raymond R. Clark (a)        57          Executive Vice President
                                        and Chief Executive Officer of
                                        Cincinnati Bell Telephone Company

Brian C. Henry              38          Executive Vice President and
                                        Chief Financial Officer

David J. Lahey (c)          56          Executive Vice President

William H. Zimmer III       41          Secretary and Treasurer

Donald E. Hoffman (d)       56          Senior Vice President  of
                                        Cincinnati Bell Telephone Company

Scott Aiken (e)             59          Vice President of
                                        Cincinnati Bell Telephone Company

James F. Orr (f)            49          President and Chief Executive
                                        Officer of CBIS

William D. Baskett III      55          General Counsel and Chief
                                        Legal Officer

Barbara J. Stonebraker      50          Senior Vice President of
                                        Cincinnati Bell Telephone Company


(a)  Member of the Board of Directors

(b)  Member of the Executive Committee

(c)  Served as President and Chief Executive Officer of CBIS and Chairman of
     MATRIXX until December 31, 1994.

(d)  Served as an officer until February 28, 1995.

(e)  Served as an officer until December 30, 1994.

(f)  Effective January 1, 1995, Mr. Orr was elected President and Chief
     Executive Officer of CBIS.

                                     - 10 -


<PAGE>

Officers are elected annually but are removable at the discretion of the Board
of Directors.

DWIGHT H. HIBBARD, Chairman of the Board since January 1, 1985; Chief Executive
Officer of the Company, 1985-September 30, 1993; Chairman of Cincinnati Bell
Telephone Company, 1985-October 31, 1993.  Director of Teradyne, Inc.

JOHN T. LAMACCHIA, President and Chief Executive Officer of the Company since
October 1, 1993; President of the Company since January 1, 1988; Chief Operating
Officer of the Company, 1988-September 30, 1993; Chairman of Cincinnati Bell
Information Systems Inc. since October 1988.  Director of Multimedia, Inc. and
The Kroger Company.

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, Ohio
National Life Insurance Company and Xtek, Inc.

BRIAN C. HENRY, Executive Vice President and Chief Financial Officer of the
Company since March 29, 1993; Vice President and Chief Financial Officer of
Mentor Graphics, February 1986 to March 28, 1993.

DAVID J. LAHEY, Executive Vice President of the Company since January 1, 1993;
President and Chief Executive Officer of CBIS, February 4, 1994-December 31,
1994; Chairman of MATRIXX Marketing Inc., January 1, 1993-December 31, 1994;
President and Chief Executive Officer of MATRIXX Marketing Inc., February 2,
1989 December 31, 1992.

WILLIAM H. ZIMMER III, Secretary and Treasurer of the Company since August 1,
1991; Secretary and Assistant Treasurer of the Company, December 1, 1988-July
31, 1991.

DONALD E. HOFFMAN, Senior Vice President of Cincinnati Bell Telephone Company
January 1, 1990-February 28, 1995.

SCOTT AIKEN, Vice President of Cincinnati Bell Telephone Company, May 13, 1985-
December 30, 1994.

JAMES F. ORR, President and Chief Executive Officer of CBIS since January 1,
1995; Chief Operating Officer of CBIS, February 4, 1994-December 31, 1994;
President and Chief Executive Officer of MATRIXX Marketing Inc., January 1,
1993-December 31, 1994; Vice President-Market Development, January 1, 1989-
December 31, 1992.

WILLIAM D. BASKETT III, General Counsel and Chief Legal Officer of the Company
since July 1993; Partner of Frost & Jacobs since 1970.

BARBARA J. STONEBRAKER, Senior Vice President of Cincinnati Bell Telephone
Company since 1990.

                                     - 11 -


<PAGE>


                                     PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS.

     Cincinnati Bell Inc. (symbol: CSN) common shares are listed on the New York
Stock Exchange and on the Cincinnati Stock Exchange.  As of February 28, 1995
there were approximately 21,553 holders of record of the 66,061,106 outstanding
Common Shares of the Company.  The high and low sales prices and dividends
declared per common share each quarter for the last two fiscal years are listed
below:

<TABLE>
<CAPTION>

Quarter                         1st          2nd           3rd           4th
--------------------------------------------------------------------------------
<S>      <C>                    <C>          <C>           <C>           <C>
1994     High                   $18 7/8      $17 1/2       $20 1/8       $19 1/2
         Low                    $15 1/2      $15 3/8       $16           $16 3/4
         Dividend Declared      $   .20      $   .20       $   .20       $   .20


1993     High                   $23          $24 3/8       $23 1/2       $24
         Low                    $16 1/8      $21           $19 1/8       $17 7/8
         Dividend Declared      $   .20      $   .20       $   .20       $   .20
</TABLE>



ITEMS 6 THROUGH 8.

         The Selected Financial Data, Management's Discussion and Analysis of
Financial Condition and Results of Operations, and Financial Statements and
Supplementary Data required by these items are included in the registrant's
annual report to security holders for the fiscal year ended December 31, 1994
included in Exhibit 13 and are incorporated herein by reference pursuant to
General Instruction G(2).



ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

         No disagreements with accountants on any accounting or financial
disclosure occurred during the period covered by this report.



                                    PART III


ITEMS 10 THROUGH 13.

     Information regarding executive officers required by Item 401 of Regulation
S-K is furnished in a separate disclosure in Part I of this report under the
caption "Executive Officers of the Registrant" since the registrant did not
furnish such information in its definitive proxy statement prepared in
accordance with Schedule 14A.

     The other information required by these items is included in the
registrant's definitive proxy statement dated March 13, 1995 in the first
paragraph on page 2, the accompanying notes on page 2 and the last paragraph on
page 2, the information under "Election of Directors" on pages 6 and 7, the
information under "Share Ownership of Directors and Officers" on pages 4 and 5,
the information under "Executive Compensation" on pages 12 through 16, and the
information under "Compensation Committee Interlocks and Insider Participation"
on page 4.  The foregoing is incorporated herein by reference pursuant to
General Instruction G(3).

                                     - 12 -


<PAGE>


                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K.

(a)   Documents filed as part of this report:

      (1)   Consolidated Financial Statements:                             Page
                                                                           ----

            Report of Management . . . . . . . . . . . . . . . . . . . . .  *

            Report of Independent Accountants. . . . . . . . . . . . . . .  *

            Consolidated Statements of Income. . . . . . . . . . . . . . .  *

            Consolidated Statements of Common Shareowners' Equity. . . . .  *

            Consolidated Balance Sheets. . . . . . . . . . . . . . . . . .  *

            Consolidated Statements of Cash Flows. . . . . . . . . . . . .  *

            Notes to Financial Statements. . . . . . . . . . . . . . . . .  *

     (2)    Financial Statement Schedule:

            Report of Independent Accountants. . . . . . . . . . . . . . .  22

            II  - Valuation and Qualifying Accounts. . . . . . . . . . . .  23


     Financial statements and financial statement schedules other than that
     listed above have been omitted because the required information is
     contained in the financial statements and notes thereto, or because such
     schedules are not required or applicable.


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

* Incorporated herein by reference to the appropriate portions of the
registrant's annual report to security holders for the fiscal year ended
December 31, 1994.  (See Part II)

                                     - 13 -


<PAGE>

     (3)  Exhibits

     Exhibits identified in parenthesis below, on file with the Securities and
Exchange Commission ("SEC"), are incorporated herein by reference as exhibits
hereto.

Exhibit
 Number
-------

(3)(a)                 Amended Articles of Incorporation effective November 9,
                       1989. (Exhibit (3)(a) to Form 10-K for 1989, File No.
                       1-8519).

(3)(b)                 Amended Regulations of the Registrant.  (Exhibit 3.2 to
                       Registration Statement No. 2-96054).

(4)(a)                 Provisions of the Amended Articles of Incorporation and
                       the Amended Regulations of the registrant which define
                       the rights of holders of Common Shares and the Preferred
                       Shares are incorporated by reference to such Amended
                       Articles filed as Exhibit (3)(a) hereto and such Amended
                       Regulations filed as Exhibit (3)(b) hereto.

(4)(b)(i)              Rights Agreement dated as of October 27, 1986 between the
                       Company and Morgan Shareholder Services Trust Company,
                       Rights Agent.  (Exhibit (1) to Form 8-A, File No.
                       1-8519).

(4)(b)(ii)             First Amendment to Rights Agreement, dated as of October
                       3, 1988, between the Company and Morgan Shareholder
                       Services Trust Company, Rights Agent.  (Exhibit
                       (4)(b)(ii) to Form 10-K for 1988, File No. 1-8519).

(4)(c)(i)              Indenture dated June 15, 1990 between Cincinnati Bell
                       Inc. and The Bank of New York, Trustee, in connection
                       with $75,000,000 of Cincinnati Bell Inc. Ten Year 9.10%
                       Notes Due June 15, 2000.  (Exhibit (4)(c)(ii) to Form
                       10-K for 1990, File No. 1-8519).

                       Indenture dated December 15, 1992 between Cincinnati Bell
                       Inc., Issuer, and The Bank of New York, Trustee, in
                       connection with $100,000,000 of Cincinnati Bell Inc.
                       6.70% Notes Due December 15, 1997.  A copy of this
                       Indenture is not being filed because it is similar in all
                       material respects to the Indenture filed as Exhibit
                       (4)(c)(i) above.

                       Indenture dated July 1, 1993 between Cincinnati Bell
                       Inc., Issuer, and The Bank of New York, Trustee, in
                       connection with $50,000,000 of Cincinnati Bell, Inc.
                       7 1\4% Notes Due June 15, 2023.  Exhibit 4-A to
                       Form 8-K, date of report July 12, 1993, File No. 1-8519.

(4)(c)(ii)             Indenture dated December 27, 1989 among Cincinnati Bell
                       Telephone Company, Issuer, Cincinnati Bell Inc.,
                       Guarantor, and The Bank of New York (Delaware), Trustee,
                       in connection with $40,000,000 of Cincinnati Bell
                       Telephone Company Guaranteed Ten Year 8 5/8% Notes, Due
                       December 15, 1999. (Exhibit 4(c)(ii) to Form 10-K for
                       1992, File No. 1-8519).

                                     - 14 -


<PAGE>

                       Indenture dated April 30, 1986 among Cincinnati Bell
                       Telephone Company, Issuer, Cincinnati Bell Inc.,
                       Guarantor, and The Bank of New York (Delaware), Trustee,
                       in connection with $40,000,000 of Cincinnati Bell
                       Telephone Company Guaranteed Ten Year 7.30% Notes, Due
                       April 30, 1996.  A copy of this Indenture is not being
                       filed because it is similar in all material respects to
                       the Indenture filed as Exhibit (4)(c)(ii) above.

(4)(c)(iii)            Indenture dated August 1, 1962 between Cincinnati Bell
                       Telephone Company and Bank of New York, Trustee
                       (formerly, The Central Trust Company was trustee), in
                       connection with $20,000,000 of Cincinnati Bell Telephone
                       Company Forty Year 4 3/8% Debentures, Due August 1, 2002.
                       (Exhibit 4(c)(iii) to Form 10-K for 1992, File No.
                       1-8519).

                       Indenture dated October 1, 1958 between Cincinnati Bell
                       Telephone Company and Bank of New York, Trustee
                       (formerly, The Central Trust Company was trustee), in
                       connection with $25,000,000 of Cincinnati Bell Telephone
                       Company Thirty-Five Year 4 l/2% Debentures, Due October
                       1, 1993.  A copy of this Indenture is not being filed
                       because it is similar in all material respects to the
                       Indenture filed as Exhibit (4)(c)(iii) above.

                       Indenture dated August 1, 1971 between Cincinnati Bell
                       Telephone Company and Bank of New York, Trustee (formerly
                       The Fifth Third Bank was trustee), in connection with
                       $50,000,000 of Cincinnati Bell Telephone Company Forty
                       Year 7 3/8% Debentures, Due August 1, 2011.  A copy of
                       this Indenture is not being filed because it is similar
                       in all material respects to the Indenture filed as
                       Exhibit (4)(c)(iii) above.

(4)(c)(iv)             Indenture dated as of October 27, 1993 among Cincinnati
                       Bell Telephone Company, as Issuer, Cincinnati Bell Inc.,
                       as Guarantor, and The Bank of New York, as Trustee.
                       (Exhibit 4-A to Form 8-K, date of report October 27,
                       1993, File No. 1-8519).

(4)(c)(v)              No other instrument which defines the rights of holders
                       of long term debt of the registrant is filed herewith
                       pursuant to Regulation S-K, Item 601(b)(4)(iii)(A).
                       Pursuant to this regulation, the registrant hereby agrees
                       to furnish a copy of any such instrument to the SEC upon
                       request.

(10)(ii)(B)            Agreement Establishing Cincinnati SMSA Limited
                       Partnership between Advanced Mobile Phone Service, Inc.
                       and Cincinnati Bell Inc. executed on December 9, 1982.
                       (Exhibit (10)(k) to Registration Statement No. 2-82253).

(10)(iii)(A)(1)(i)*    Short Term Incentive Plan of Cincinnati Bell Inc., as
                       amended February 3, 1986.  (Exhibit (10)(iii)(A)(1) to
                       Form 10-K for 1986, File No. 1-8519).

(10)(iii)(A)(1)(ii)*   Amendment to Short Term Incentive Plan of Cincinnati Bell
                       Inc. (effective December 5, 1988).  (Exhibit
                       (10)(iii)(A)(1)(ii) to Form 10-K for 1988, File No.
                       1-8519).


-----------------------
* Management contract or compensatory plan required to be filed as an exhibit
pursuant to Item 14(c) of Form 10-K.

                                     - 15 -


<PAGE>

(10)(iii)(A)(2)(i)*    Cincinnati Bell Inc. Senior Management Long Term
                       Incentive Plan, as amended January 1, 1984.  (Exhibit
                       (10)(iii)(A)(2) to Form 10-K for 1986, File No. 1-8519).

(10)(iii)(A)(2)(ii)*   Amendment to Cincinnati Bell Senior Management Long Term
                       Incentive Plan (effective December 5, 1988).  (Exhibit
                       (10)(iii)(A)(2)(ii) to Form 10-K for 1988, File No.
                       1-8519).

(10)(iii)(A)(3)*       Cincinnati Bell Inc. Deferred Compensation Plan for
                       Non-Employee Directors, as amended July 1, 1983.
                       (Exhibit (10)(iii)(A)(3) to Form 10-K for 1986, File No.
                       1-8519).

(10)(iii)(A)(4)(i)*    Cincinnati Bell Inc. Pension Program, as amended
                       effective June 5, 1989.  (Exhibit (10)(iii)(A)(4) to Form
                       10-K for 1989, File No. 1-8519).

(10)(iii)(A)(4)(ii)*   Cincinnati Bell Inc. Pension Program, as amended
                       effective November 4, 1991.

(10)(iii)(A)(5)*       Cincinnati Bell Inc. 1988 Incentive Award Deferral Plan,
                       as amended (effective November 11, 1988).  (Exhibit
                       (10)(iii)(A)(5) to Form 10-K for 1988, File No. 1-8519).

(10)(iii)(A)(6)(i)*    Cincinnati Bell Inc. Senior Management Incentive Award
                       Deferral Plan, as amended January 1, 1984.  (Exhibit
                       (10)(iii)(A)(6) to Form 10-K for 1986, File No. 1-8519).

(10)(iii)(A)(6)(ii)*   Amendment to Cincinnati Bell Senior Management Incentive
                       Award Deferral Plan (effective December 5, 1988).
                       (Exhibit (10)(iii)(A)(6)(ii) to Form 10-K for 1988, File
                       No. 1-8519).

(10)(iii)(A)(7)(i)*    Executive Employment Agreement dated December 1, 1987
                       between the Company and Dwight H. Hibbard.  (Exhibit
                       (10)(iii)(A)(8) to Form 10-K for 1987, File No. 1-8519).

(10)(iii)(A)(7)(ii)*   Amendment to Executive Employment Agreement dated
                       November 4, 1991 between the Company and Dwight H.
                       Hibbard.  (Exhibit (10)(iii)(A)(8)(ii) to Form 10-K for
                       1991, File No. 1-8519).

(10)(iii)(A)(7)(iii)*  Amendment to Executive Employment Agreement Dated April
                       20, 1992 between the Company and Dwight H. Hibbard.

(10)(iii)(A)(7)(iv)*   Amendment to Executive Employment Agreement dated
                       February 4, 1994 between the Company and Dwight H.
                       Hibbard.  (Exhibit (10)(iii)(A)(8)(iii) to Form 10-K for
                       1993, File No. 1-8519).

(10)(iii)(A)(8)*       Executive Employment Agreement dated December 1, 1987
                       between the Company and John T. LaMacchia.  (Exhibit
                       (10)(iii)(A)(10) to Form 10-K for 1987, File No. 1-8519).


-----------------------
* Management contract or compensatory plan required to be filed as an exhibit
pursuant to Item 14(c) of Form 10-K.

                                     - 16 -


<PAGE>

(10)(iii)(A)(9)*       Executive Employment Agreement dated December 1, 1987
                       between the Company and Raymond R. Clark.  (Exhibit
                       (10)(iii)(A)(11) to Form 10-K for 1987, File No. 1-8519).

(10)(iii)(A)(10)*      Compensation Agreement between the Company and Sheldon
                       Horing, effective January 1, 1991.  (Exhibit
                       (10)(iii)(A)(12) to Form 10-K for 1991, File No. 1-8519).

(10)(iii)(A)(11)*      Separation and Consulting Agreement and Waiver and
                       Release between the Company and Sheldon Horing effective
                       March 11, 1994.

(10)(iii)(A)(12)*      Employment Agreement dated as of April 1, 1988 between
                       the Company and David J. Lahey.  (Exhibit
                       (10)(iii)(A)(16) to Form 10-K for 1991, as amended, File
                       No. 1-8519).

(10)(iii)(A)(13)*      Employment Agreement dated as of February 7, 1994 between
                       the Company and David J. Lahey.  (Exhibit
                       (10)(iii)(A)(13) to Form 10-K for 1993, File No. 1-8519).

(10)(iii)(A)(14)*      Executive Employment Agreement dated as of March 29, 1993
                       between the Company and Brian C. Henry.  (Exhibit
                       (10)(iii)(A)(14) to Form 10-K for 1993, File No. 1-8519).

(10)(iii)(A)(15)(i)*   Employment Agreement dated as of January 1, 1989 between
                       the Company and James F. Orr.  (Exhibit
                       (10)(iii)(A)(15)(i) to Form 10-K for 1993, File No.
                       1-8519).

(10)(iii)(A)(15)(ii)*  Amendment to Employment Agreement dated as of June 30,
                       1993 between the Company and James F. Orr.  (Exhibit
                       (10)(iii)(A)(15)(ii) to Form 10-K for 1993, File No.
                       1-8519).

(10)(iii)(A)(16)*      Employment Agreement dated as of December 31, 1993
                       between the Company and James F. Orr.  (Exhibit
                       (10)(iii)(A)(16) to Form 10-K for 1993, File No. 1-8519).

(10)(iii)(A)(17)(i)*   Employment Agreement dated as of August 19, 1994 between
                       the Company and James F. Orr.

(10)(iii)(A)(17)(ii)*  Amendment to Employment Agreement dated as of October 31,
                       1994 between the Company and James F. Orr.

(10)(iii)(A)(18)*      Employment Agreement dated as of December 30, 1994
                       between the Company and Barbara J. Stonebraker.

(10)(iii)(A)(19)*      Separation Agreement and Waiver and Release between the
                       Company and Donald E.  Hoffman dated December 21, 1994.

(10)(iii)(A)(20)(i)*   Cincinnati Bell Inc. Executive Deferred Compensation
                       Plan.  (Exhibit (10)(iii)(A)(17) to Form 10-K for 1993,
                       File No. 1-8519).


----------------------
*Management contract or compensatory plan required to be filed as an exhibit
pursuant to Item 14(c) of Form 10-K.

                                     - 17 -


<PAGE>

(10)(iii)(A)(20)(ii)*  Amendment to Cincinnati Bell Inc. Executive Deferred
                       Compensation Plan effective January 1, 1994.

(10)(iii)(A)(21)(i)*   Cincinnati Bell Inc. 1988 Long Term Incentive Plan.
                       (Exhibit (10)(iii)(A)(12)(i) to Form 10-K for 1988, File
                       No. 1-8519).

(10)(iii)(A)(21)(ii)*  Amendment to Cincinnati Bell Inc. 1988 Long Term
                       Incentive Plan effective December 5, 1988.  (Exhibit
                       (10)(iii)(A)(12)(ii) to Form 10-K for 1988, File No.
                       1-8519).

(10)(iii)(A)(22)*      Cincinnati Bell Inc. 1988 Stock Option Plan for
                       Non-Employee Directors.  (Exhibit (10) (iii)(A)(13) to
                       Form 10-K for 1988, File No. 1-8519).

(10)(iii)(A)(23)*      Cincinnati Bell Inc. 1989 Stock Option Plan.  (Exhibit
                       (10)(iii)(A)(14) to Form 10-K for 1989, File No. 1-8519).

(10)(iii)(A)(24)*      Cincinnati Bell Inc. Retirement Plan for Outside
                       Directors.  (Exhibit (10)(iii)(A)(21) to Form 10-K for
                       1993, File No. 1-8519).

(11)                   Computation of Earnings (Loss) per Common Share.

(12)                   Computation of Ratio of Earnings to Combined Fixed
                       Charges and Preferred Dividends.

(13)                   Portions of the Cincinnati Bell Inc. annual report to
                       security holders for the fiscal year ended December 31,
                       1994 as incorporated by reference including the Selected
                       Financial Data, Report of Management, Report of
                       Independent Accountants, Management's Discussion and
                       Analysis and Consolidated Financial Statements.

(21)                   Subsidiaries of the Registrant.

(23)                   Consent of Independent Accountants.

(24)                   Powers of Attorney.

(27)                   Financial Data Schedules.

(99)(a)                Annual Report on Form 11-K for the Cincinnati Bell Inc.
                       Retirement Savings Plan (formerly the Cincinnati Bell
                       Inc. Savings Plan for Salaried Employees) for the year
                       1994 will be filed by amendment on or before June 30,
                       1995.

(99)(b)                Annual Report on Form 11-K for the Cincinnati Bell Inc.
                       Savings and Security Plan for the year 1994 will be filed
                       by amendment on or before June 30, 1995.

(99)(c)                Annual Report on Form 11-K for the MATRIXX Marketing Inc.
                       Profit Sharing/401(k) Plan for the year 1994 will be
                       filed by amendment on or before June 30, 1995.

(99)(d)                Annual Report on Form 11-K for the CBIS Retirement and
                       Savings Plan for the year 1994 will be filed by amendment
                       on or before June 30, 1995.

----------------------
*Management contract or compensatory plan required to be filed as an exhibit
pursuant to Item 14(c) of Form 10-K.

                                     - 18 -


<PAGE>

     The Company will furnish, without charge, to a security holder upon
request, a copy of the documents, portions of which are incorporated by
reference (Annual Report to security holders and proxy statement), and will
furnish any other exhibit at cost.

(b)  Reports on Form 8-K.

          No reports on Form 8-K were filed during the last quarter of the
period covered by this report.

                                     - 19 -


<PAGE>


                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) 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.

March 28, 1995                          By /s/ Brian C. Henry
                                           -----------------------------
                                            Brian C. Henry,
                                            Executive Vice President and
                                            Chief Financial Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.


Signature                               Title                           Date
---------                               -----                           ----
                                        Principal Executive Officer;
                                        President, Chief Executive
JOHN T. LAMACCHIA*                      Officer and Director
-------------------------------
John T. LaMacchia

                                        Principal Accounting and
                                        Financial Officer; Executive
                                        Vice President and
BRIAN C. HENRY*                         Chief Financial Officer
-------------------------------
Brian C. Henry

JOHN F. BARRETT*                        Director
-------------------------------
John F. Barrett

PAUL W. CHRISTENSEN, JR.*               Director
-------------------------------
Paul W. Christensen, Jr.

RAYMOND R. CLARK*                       Director
-------------------------------
Raymond R. Clark

PHILLIP R. COX*                         Director
-------------------------------
Phillip R. Cox

WILLIAM A. FRIEDLANDER*                 Director
-------------------------------
William A. Friedlander

                                        Chairman of the Board and
DWIGHT H. HIBBARD*                      Director
-------------------------------
Dwight H. Hibbard

ROBERT P. HUMMEL, M.D.*                 Director
-------------------------------
Robert P. Hummel, M.D.

                                     - 20 -


<PAGE>

Signature                               Title                           Date
---------                               -----                           ----


JAMES D. KIGGEN*                        Director
-------------------------------
James D. Kiggen

MARY D. NELSON*                         Director
-------------------------------
Mary D. Nelson

DAVID B. SHARROCK*                      Director
-------------------------------
David B. Sharrock



*By /s/ Brian C. Henry                                            March 28, 1995
    ------------------------------------
    Brian C. Henry
    as attorney-in-fact and on his behalf
    as Executive Vice President and
    Chief Financial Officer

                                     - 21 -


<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS




To the Shareowners of
Cincinnati Bell Inc.

Our report on the consolidated financial statements of Cincinnati Bell Inc. has
been incorporated by reference in this Form 10-K from page 23 of the 1994 annual
report of Cincinnati Bell Inc.  In connection with our audits of such
consolidated financial statements, we have also audited the related financial
statement schedule on page 23 of this Form 10-K.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information required to be
included therein.




/s/ COOPERS & LYBRAND L.L.P.

COOPERS & LYBRAND L.L.P.

Cincinnati, Ohio
February 13, 1995


                                     - 22 -


<PAGE>

                                                                     Schedule II

                              CINCINNATI BELL INC.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                             (Thousands of Dollars)

<TABLE>
<CAPTION>

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

                 COL. A                                         COL. B            COL. C              COL. D         COL. E

-----------------------------------------------------------------------------------------------------------------------------
                                                                                 Additions          Deductions
                                                                          -----------------------   ----------
                                                                              (1)           (2)
                                                              Balance at                  Charged      Balance
Description                                                    Beginning  Charged to     to Other                     at End
                                                               of Period   Expenses      Accounts                   of Period

-----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>          <C>           <C>            <C>
Year 1994
    Allowance for doubtful accounts. . . . . . . . . . . . .    $ 14,031   $ 11,099    $  2,966 (a)   $ 14,040 (b)   $ 14,056
    Accrual for disposal and restructuring . . . . . . . . .    $ 35,385   $ (2,000)   $      0       $ 22,309       $ 11,076
    Deferred tax valuation allowance . . . . . . . . . . . .    $  3,391   $   (985)   $ 21,015       $      0       $ 23,421

Year 1993
    Allowance for doubtful accounts. . . . . . . . . . . . .    $  6,705   $ 14,614    $  4,121 (a)   $ 11,409 (b)   $ 14,031
    Accrual for disposal and restructuring . . . . . . . . .    $ 10,545   $ 35,385    $      0       $ 10,545       $ 35,385
    Deferred tax valuation allowance . . . . . . . . . . . .    $  6,711   $ (3,881)   $    561       $      0       $  3,391

Year 1992
    Allowance for doubtful accounts. . . . . . . . . . . . .    $  4,959   $  8,225    $  5,140 (a)   $ 11,619 (b)   $  6,705
    Accrual for disposal and restructuring . . . . . . . . .    $  9,991   $ 10,545    $      0       $  9,991       $ 10,545
    Deferred tax valuation allowance . . . . . . . . . . . .    $  5,419   $      0    $  1,292       $      0       $  6,711

<FN>
---------------
(a) Primarily includes amounts previously written off which were credited directly to this account when recovered
       and an allocation of the purchase price for receivables purchased from Interexchange Carriers.

(b) Primarily includes amounts written off as uncollectible.
</TABLE>


                                                               - 23 -





<PAGE>

                                                     Exhibit (10)(iii)(A)(4)(ii)
                                                               to Form 10-K 1994




                              CINCINNATI BELL INC.

                                 PENSION PROGRAM






                                                                November 4, 1991



<PAGE>

                              CINCINNATI BELL INC.
                                 PENSION PROGRAM


                                Table of Contents


                                                                            Page


Section 1       Statement of Purpose . . . . . . . . . . . . . . . . . . . . .1

Section 2       Definitions. . . . . . . . . . . . . . . . . . . . . . . . . .2

Section 3       Administration . . . . . . . . . . . . . . . . . . . . . . . .4

Section 4       Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . .6

Section 5       Death Benefits . . . . . . . . . . . . . . . . . . . . . . . 14

Section 6       General Provisions . . . . . . . . . . . . . . . . . . . . . 16

Section 7       Plan Modification  . . . . . . . . . . . . . . . . . . . . . 27



<PAGE>

                              CINCINNATI BELL INC.

                                 PENSION PROGRAM

SECTION 1.     Statement of Purpose

     The purpose of the Cincinnati Bell Inc. Pension Program is to provide
supplementary pension benefits and death benefits for Senior Managers of
Cincinnati Bell Inc. and such of the subsidiaries of Cincinnati Bell Inc. which
have determined, with the concurrence of the Board of Directors of Cincinnati
Bell Inc., to participate in this Plan.



<PAGE>

SECTION 2.     Definitions

     1.   The term "Board of Directors" shall mean the Board of Directors of
Cincinnati Bell Inc.

     2.   The word "Committee" shall mean the Compensation Committee of the
Board of Directors of Cincinnati Bell Inc.

     3.   The term "designated beneficiary" shall mean the person or entity
designated by a Senior Manager on forms furnished and in the manner prescribed
by the Committee.

     4.   The term "Participating Company" shall mean Cincinnati
 Bell Inc. and
such subsidiaries of Cincinnati Bell Inc. as have been designated as
participating companies by the Board of Directors or the Committee.

     5.   The words "Pension Act" shall mean the Employee Retirement Income
Security Act of 1974 (ERISA) as it may be amended from time to time.

     6.   The term "Pension Plan" shall mean the Cincinnati Bell Management
Pension Plan.

     7.   The word "Plan" shall mean this Cincinnati Bell Inc. Pension Program.

     8.   The term "Senior Manager" shall mean an employee on the active roll of
any Participating Company on or after October 1, 1991 (a) whose participation in
the Plan has been approved by the Board of Directors or the Committee and (b)
whose participation in the Plan has not been terminated by the Board of
Directors or the Committee.  A Senior Manager's participation in the Plan may be
terminated by the Board of Directors or the Committee at any time prior to his
retirement or death, in which event neither he nor any person claiming by or
through him shall be

                                       -2-


<PAGE>

entitled to receive any benefit under the Plan, provided that the participation
of a Vested Senior Manager may not be terminated.

     9.   "Vested Senior Manager" shall mean a Senior Manager who has attained
aged 60 or who is employed as Chairman, President or Executive Vice President of
Cincinnati Bell Inc.

     10.  The expression "year of service", except as expressly limited or
stated elsewhere in the Plan, shall have the same meaning as that expression is
used in the Pension Plan.

     11.  The expression "term of employment", except as expressly limited or
stated elsewhere in the Plan, shall have the same meaning as that expression is
used in the Pension Plan.

     12.  The use in this Plan of personal pronouns of the masculine gender is
intended to include both the masculine and feminine genders.

                                       -3-

<PAGE>

SECTION 3.     Administration

     1.   Cincinnati Bell Inc.  shall be the Plan Administrator and the Sponsor
of the Plan as those terms are defined in the Pension Act.  The Committee shall
have the administrative responsibilities set forth below.

     2.   (a)  The Committee shall have the specific powers elsewhere herein
granted to it and shall have such other powers as may be necessary in order to
enable it to administer the Plan, except for powers herein granted or provided
to be granted to others.

          (b)  The Committee may adopt such rules and regulations and may employ
such persons as it deems appropriate for the proper administration of the Plan.

          (c)  The Committee shall grant or deny claims for benefits under the
Plan with respect to employees of each Participating Company, and authorize
disbursements according to this Plan.  Adequate notice, pursuant to applicable
law and prescribed Participating Company practices, shall be provided in writing
to any participant or beneficiary whose claim has been denied, setting forth the
specific reasons for such denial.  In the event that a claim for benefits has
been denied, the Committee shall afford the claimant a full and fair review of
the decision denying the claim.

     3.   The Committee shall determine conclusively for all parties all
questions arising in the administration of the Plan.

     4.   The expenses of the Committee in administering the Plan shall be borne
by the Participating Companies.

                                       -4-


<PAGE>

     5.   Cincinnati Bell Inc., the Board of Directors, the Committee, and each
Participating Company are each a named fiduciary as that term is used in the
Pension Act with respect to the particular duties and responsibilities herein
provided to be allocated to each of them.

     6.   The Board of Directors may allocate responsibilities for the operation
and administration of the Plan consistent with the Plan's terms, including
allocation of responsibilities to Participating Companies.  The Board of
Directors and other named fiduciaries may designate in writing other persons to
carry out their respective responsibilities under the Plan, and may employ
persons to advise them with regard to any such responsibilities.

     7.   Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan.

                                       -5-


<PAGE>

SECTION 4.     Benefits

     1.   Participation.  All persons who are Senior Managers and who are
participants in the Pension Plan are deemed participants in this Plan.

     2.   Eligibility

          (a)  Service Benefits.  An individual who is a Senior Manager at the
time of employment termination and who is eligible for a service pension
pursuant to the terms of the Pension Plan is eligible for a service benefit
pursuant to this Plan.

          (b)  Deferred Benefit

                 (i)     Except as otherwise specified in Paragraph 6 of this
Section 4, any individual who is a Senior Manager at the time of employment
termination and who is eligible for a deferred vested pension pursuant to the
terms and conditions of the Pension Plan is eligible for a deferred benefit
pursuant to this Plan.

                (ii)     A Senior Manager who leaves the service of a
Participating Company and who has elected to have his deferred vested pension
payable early in reduced amounts pursuant to the terms and conditions of the
Pension Plan shall be deemed to have elected to have his deferred benefits under
this Plan payable early in reduced amounts under the same terms and conditions.
In the event of such an election, the amount of deferred benefit otherwise
payable under this Plan to such person shall be reduced in accordance with the
same formulae as are set forth in the Pension Plan for the discounting of the
deferred vested pension, unless the Committee, in its sole discretion, elects to
waive such reduction.

                                       -6-


<PAGE>

               (iii)     When an eligible individual has filed a written request
for a deferred vested pension pursuant to the requirements of the Pension Plan,
he shall be deemed to have filed a request for the deferred benefit for which he
may be eligible hereunder.

          (c)  Disability Benefit.  An individual who while a Senior Manager has
become eligible for a Disability Pension pursuant to the terms of the Pension
Plan shall be eligible for a Disability Benefit hereunder.  Should the
Disability Pension be discontinued pursuant to the terms of the Pension Plan,
the Disability Benefit hereunder shall be discontinued as well.

     3.   Benefit Amounts

          (a)  Computation of Benefit

               (i)  Benefit Formula:

                    The monthly benefit of each Senior Manager who retires on or
after January 1, 1987 shall be equal to the result obtained (not less than zero)
by subtracting the amount determined under Clause (B) of this Subparagraph
(a)(i) from the amount determined under Clause (A) of this Subparagraph (a)(i):

                                       -7-


<PAGE>

                    (A)  The product obtained by multiplying (1) 68% of the
Senior Manager's average monthly compensation times (2) a fraction (not greater
than 1) having a numerator equal to the number of years during his term of
employment and a denominator of 30; provided, however, that in the case of a
Senior Manager whose age at time of retirement is less than 60 years and who is
granted a service benefit for reasons other than total disability as a result of
sickness or injury, such product shall be reduced by 0.4167% for each calendar
month or part thereof by which his age at time of retirement is less than 60
years.

                    (B)  The sum of (1) the amount of the Senior Manager's
monthly pension under the Pension Plan plus (2) the amount of his monthly
primary Social Security benefit.

              (ii)  Average Monthly Compensation:

                    The "average monthly compensation" referred to in
Subparagraph (a)(i) shall be the average of his monthly compensation earned for
the 12-consecutive month period during the 36-consecutive month period ending on
his retirement date which produces the highest dollar result.  For purposes of
this Subparagraph (a)(ii), "compensation" means the sum of (A) that portion of
the Senior Manager's compensation from the Participating Companies which is
included in his "compensation" under the Pension Plan plus (B) the Senior
Manager's awards under Cincinnati Bell Inc.  Short Term Incentive Plan.
Compensation other than awards under the Cincinnati Bell Telephone Company
Incentive Award Plan for 4th and 5th Level Managers and the Cincinnati Bell Inc.
Short Term Incentive Plan shall be deemed to have been earned pro rata over the
entire performance period to which such compensation relates.  An award under
the Cincinnati Bell Telephone Company Incentive Award Plan for 4th and 5th Level
Managers or the Cincinnati Bell Inc.

                                       -8-


<PAGE>

Short Term Incentive Plan shall be deemed to have been earned on the last day of
the performance period to which such award relates.

            (iii)   Primary Social Security Benefit:

                    The "primary Social Security Benefit" referred to in
Subparagraph (a)(i) shall be:

                    (A) In the case of a Senior Manager who has attained age 65
on the date he retires, the unreduced primary monthly benefit to which the
Senior Manager would be entitled, on proper application, at his retirement under
the federal Social Security Act as in effect on the date of his retirement.

                    (B) In the case of a Senior Manager who has not attained age
65 on the date he retires, the unreduced primary monthly benefit to which the
Senior Manager would be entitled, on proper application, at his 65th birthday
under the federal Social Security Act as in effect on the date of his
retirement, assuming that he did not receive any compensation after his
retirement.

                    (C) For purposes of this Subparagraph (a)(iii), the primary
Social Security Benefit of a Senior Manager shall not be adjusted to reflect
reductions because the Senior Manager disqualifies himself by earnings or
otherwise to receive the full amount of such benefit.

         (b)  Deferred Benefit Amount.  The monthly benefit allowance for each
Senior Manager eligible for a deferred benefit under the provisions of Paragraph
2(b) of this Section 4 shall be calculated exclusively in accordance with the
provisions specified as applicable to those receiving a benefit under Paragraph
2(a) or 2(c) of this Section 4 effective as of the date such Senior Manager
leaves the service of a Participating Company and, in any case, as if such
Senior Manager had retired

                                       -9-


<PAGE>

on such date and no recomputation of the benefit shall be made after such date
or as a result of amendments made to this Plan subsequent to such date.  A
Senior Manager who leaves the service of a Participating Company with
eligibility for a deferred benefit in accordance with Paragraph 2(b) of this
Section 4 but is not entitled to any other class of pension or benefit shall not
be considered a retiree pursuant to the Pension Plan or a retired Senior
Manager.

         (c)  Automatic Survivor Annuity.  In the event of the death of a Senior
Manager who is an active employee, who either has ten or more years of service
or is eligible for a service benefit under Paragraph 2(a) of this Section 4 at
the time of his death, who has not attained age 60 and who leaves a surviving
spouse, such surviving spouse shall receive a survivor annuity in the amount of
45% of the benefit which would have been payable had such Senior Manager retired
with a service benefit, regardless of his actual eligibility therefor, on the
date of his death.  For purposes of the automatic survivor annuity provided in
this Paragraph 3(c), the reduction for retirement prior to age 60 in Clause (A)
of Subparagraph (a)(i) of this Paragraph 4 shall not apply.

         (d)  Automatic Installment Distribution.  In the event of the death of
a Senior Manager who is an active employee, who either has ten or more years of
service or is eligible for a service benefit under Paragraph 2(a) of this
Section 4 and who has attained age 60, his designated beneficiary or, if none,
his estate, shall receive a benefit payable in fifteen annual installments which
shall be actuarially equivalent (as determined by the Committee) to the standard
form of benefit which would have been payable to the Senior Manager if he had
retired on the day preceding the date of his death.

                                      -10-


<PAGE>

         (e)  Waiver of Reductions.  The Committee, in its sole discretion, may
elect to waive in whole or in part any service or age reduction or discount
otherwise applicable to the amount of a benefit payable to a Senior Manager
under the Plan.

         (f)  Social Security Supplement.  In the case of a Senior Manager who
retires prior to attaining age 62, the Committee may, in its sole discretion,
elect to provide the Senior Manager with a monthly Social Security supplement
from the date of his retirement through the date he attains age 62 (or, if
earlier, to the date of his death) in the amount of the Senior Manager's
unreduced monthly primary Social Security benefit at age 62.  This Social
Security supplement shall be in addition to any other benefits provided under
the Plan.

    4.   Standard Form of Benefits.  Benefits shall be payable monthly or at
such other periods as the Committee may determine in each case.  Except for the
reasons specified below, or as may be otherwise determined by the Committee,
benefits granted under this Plan shall commence on the day following the date of
retirement or at such other time as is herein provided for payment of a deferred
benefit or disability benefit, and shall continue to the death of the retiree.

    5.   Optional Forms of Benefit.  With the consent of the Committee, and
subject to such rules as the Committee may prescribe, a Senior Manager may elect
to have his benefit paid in one of the following forms:  (a) fifteen equal
annual installments; or (b) an annuity payable for the life of the Senior
Manager and continuing to the Senior Manager's contingent annuitant for his life
at one-half of the rate payable during their joint lives.  Any optional form of
benefit hereunder shall be actuarially equivalent (as  determined by the
Committee) to the standard form of benefit otherwise payable to the Senior
Manager.  If a Senior Manager whose benefit is being paid in fifteen annual
installments dies

                                      -11-


<PAGE>

before receiving all of the installments, the remaining installments shall be
paid, when due, to his designated beneficiary or, if none, to his estate.

    6.   Responsibility for Payment.  The last Participating Company to employ a
Senior Manager prior to his retirement or termination of employment shall be
responsible for the full benefit, if any, payable to the Senior Manager or his
beneficiary under the Plan.

                                      -12-


<PAGE>

SECTION 5.  Death Benefits

    1.   Participation and Administration.  All Senior Managers who have
attained a level higher than Fifth Level or its equivalent shall be participants
in the Death Benefit Plan under this Plan.  The Death Benefit Plan herein
provides for accident, sickness and pensioner death benefits in addition to, and
subject to the same terms and conditions and administered in the same manner as
the Death Benefit Plan within the Pension Plan, except as is herein specified.

    2.   Definition of Wages.  For purposes of Death Benefits under this Plan,
one year's wages is defined as follows:

         (a)  For an eligible Senior Manager who dies while an active employee
or who retires on or after January 1, 1987, the Senior Manager's Standard Award
in effect under the Cincinnati Bell Inc. Short Term Incentive Plan.

         (b)  For an eligible Senior Manager who died while an active employee
or who retired during the period from September 30, 1983 through December 31,
1986, the lesser of the Senior Manager's Standard Award in effect under the
Cincinnati Bell Inc. Short Term Incentive Plan as of the earlier of retirement
or death, or 60% of his Position Rate as of the earlier of retirement or death.

         (c)  For an eligible Senior Manager who died while an active employee
or who retired during the period from October 31, 1981 through September 29,
1983, inclusive, the lesser of the Senior Manager's Standard Award in effect
under the Cincinnati Bell Inc. Short Term Incentive Plan as of the earlier of
retirement or death, or 50% of his Position Rate as of the earlier of retirement
or death.

                                      -13-


<PAGE>

SECTION 6.  General Provisions

    1.   Effective Date.  This Plan is effective January 1, 1987 for Senior
Managers who were actively employed on or after that date.

    2.   Rights to Benefit.  There is no right to any benefit under this Plan
except as may be provided by the Board of Directors.  Benefits previously
awarded may be discontinued at any time at the sole discretion of the Board of
Directors.  In addition to the prerequisites for a service benefit, a deferred
benefit, a disability benefit and/or a death benefit set forth herein, an
individual or his annuitants or beneficiaries as applicable, shall only be
eligible for a benefit if the individual is a Senior Manager at the time of
retirement, termination or death.  There shall be no eligibility for benefits in
the case of an individual who was a Senior Manager for any period during his
term of employment, but who is not a Senior Manager at the time of his
retirement, termination or death.

    3.   Forfeiture of Benefits.  All benefits for which a Senior Manager would
be otherwise eligible hereunder may be forfeited, in the sole and absolute
discretion of the Committee, under the following circumstances:

         (a)  The Senior Manager is discharged by a Participating Company for
cause (as determined by the Board of Directors of the Participating Company in
its sole and absolute discretion); or

         (b)  Determination by the Board of Directors of a Participating
Company, in its sole and absolute discretion, that the Senior Manager engaged in
misconduct in connection with his employment with such Participating Company; or

                                      -14-


<PAGE>

         (c)  The Senior Manager, without the express written consent of his
employing Participating Company or the Participating Company paying him a
benefit hereunder, at any time is employed by, becomes associated with, renders
service to, or owns an interest in any business that, in the sole and absolute
discretion of the Board of Directors of such Participating Company, is
competitive with such Participating Company or any other Participating Company
or with any direct or indirect subsidiary of Cincinnati Bell Inc. or with any
business in which a Participating Company or any direct or indirect subsidiary
of Cincinnati Bell Inc. has a substantial interest (other than as a shareholder
with a nonsubstantial interest in such business).

    4.   Assignment or Alienation.  Assignment or alienation of pensions or
other benefits under this Plan will not be permitted or recognized.

    5.   Determination of Eligibility.  In all questions relating to age and
service for eligibility for any benefit hereunder, or relating to term of
employment and rates of pay for determining benefits, the decision of the
Committee, based upon this Plan and upon the records of the Participating
Company last employing such individual and insofar as permitted by applicable
law shall be final.

    6.   Option During Disability.  If an employee who has left the service of a
Participating Company has elected to continue receiving disability benefits
which he had been receiving prior to his termination and to defer receiving
pension payments under the Pension Plan to which he is eligible, benefits under
this Plan shall be deferred until such time as the employee begins to receive
payments under the Pension Plan.

                                      -15-


<PAGE>

    7.   Method of Payment.  All benefits payable pursuant to the Plan shall be
paid from Cincinnati Bell Inc. or Participating Company operating expenses, or
through the purchase of insurance from an insurance company, as the Board of
Directors may determine.  If the Board of Directors elects to purchase insurance
to provide benefits under the Plan, no Senior Manager, beneficiary or annuitant
shall have any right or interest in such insurance.

    8.   Payments to Others.  Benefits payable to a former employee or retiree
unable to execute a proper receipt may be paid to other person(s) in accordance
with the standards and procedures set forth in the Pension Plan.

    9.   Damage Claims or Suits.  Should a claim other than under the Plan be
presented or suit brought against Cincinnati Bell Inc. or any Participating
Company for damages on account of death of a Senior Manager, nothing shall be
payable under the Plan on account of such death except as provided in Paragraph
11 of this Section; provided, however, that the Committee may in its discretion
and upon such terms as it may prescribe, waive this provision if such claims be
withdrawn or if such suit be discontinued, and provided further that this
provision shall not preclude the payment of Survivor Annuities or Installment
Distributions under Paragraph 2(c) or 2(d) of Section 4.

    10.  Judgment or Settlement.  In case any judgment is recovered against any
Participating Company or any settlement is made of any claim or suit on account
of the death of a Senior Manager, and the amount paid to the beneficiaries who
would have received benefits under the Plan is less than what would otherwise
have been payable under the Plan, the difference between the two amounts may, in
the discretion of the Committee, be distributed to such beneficiaries.

                                      -16-


<PAGE>

    11.  Payment under Law.  In case any benefit, which the Committee shall
determine to be of the same general character as a payment provided by the Plan,
shall be payable under any law now in force or hereafter enacted to any Senior
Manager of a Participating Company, to his beneficiaries or his annuitant under
such law, the excess only, if any, of the amount prescribed in the Plan above
the amount of such payment prescribed by law shall be payable under the Plan;
provided, however, that no benefit payable under this Plan shall be reduced by
reason of any government benefit or pension payable on account of military
service or by reason of any benefit which the recipient would be entitled to
receive under the Social Security Act or Railroad Retirement Act.  In those
cases where, because of differences in the beneficiaries, or differences in the
time or methods of payment, or otherwise whether or not there is such excess is
not ascertainable by mere comparison but adjustments are necessary, the
Committee has discretion to determine whether or not in fact any such excess
exists and to make the adjustments necessary to carry out in a fair and
equitable manner the spirit of the provision for the payment of such excess.

    12.  Participants in Prior Plan.  A Senior Manager who retired prior to
January 1, 1987 shall continue to receive the same benefits and in the same form
and amount, which he was entitled to receive under the Plan as of December 31,
1986.  In the case of a Senior Manager who was a participant in the Plan on
December 31, 1986, in no event shall the value of his benefit under the Plan be
less than the value of his accrued benefit under the Plan as of December 31,
1986.

    13.  Plan Termination.  The Board of Directors retains the right to
terminate the Plan in whole or in part at any time, for any reason, with or
without notice.  Subject to the provisions of Paragraph 14 of this Section 6,
said termination may result, at the discretion of the Board of

                                      -17-


<PAGE>

Directors, in the cancellation of any entitlements or future entitlements to
active Senior Managers; provided, however, that the termination or partial
termination of the Plan shall not reduce the accrued benefit of any Vested
Senior Manager, retired Senior Manager or his beneficiary.

    14.  Provisions Upon Change in Control

    In the event of a Change in Control occurring on or after December 5, 1988,
the provisions of this Paragraph 14 will supersede any conflicting provisions of
the Plan.

         a.   In the event of a Change in Control, the full present value of all
accrued benefits under the Plan, as determined in accordance with the provisions
of the Plan and the Cincinnati Bell Inc. Grantor Trust between Cincinnati Bell
Inc.  and Central Trust Co., N.A. (the Trust), shall be fully funded to the
Trust in cash or other property acceptable to the Trustee, within five (5)
business days of such Change in Control.

    The determination of the full present value of the accrued benefits under
the Plan and the excess portion of the Pension Plan shall be made using the
following assumptions: (i) the date of retirement for each Senior Manager shall
be considered to be the later of the date on which such Senior Manager shall
become eligible for a reduced or unreduced, as applicable, service pension under
the Pension Plan or the date of the Change in Control, (ii) each Senior Manager
who is married on the date of the Change in Control shall be assumed to select
the joint and survivor benefit, and (iii) the interest and mortality assumptions
shall be the same as those used for funding the Pension Plan for the plan year
in which the Change in Control occurs or if such assumptions are not yet
established, the assumptions used in the immediately preceding year.  In
addition, the following assumptions also apply to the determination of accrued
benefits under the Plan: (i) for the purpose of the Benefit

                                      -18-


<PAGE>

Formula under Section 4, Paragraph 3(a)(i) of this Plan (or any equivalent
successor provision of such Plan or any successor Plan) each Pension Eligible
Senior Manager will be considered to have a term of employment equal to thirty
(30) Years and an age at retirement equal to sixty (60) years, and (ii) no
Social Security Supplements shall be granted.

         b.   In the event that the Plan is terminated or partially terminated
on or after a Change in Control and prior to the second anniversary of such
Change in Control as defined hereinafter, each Senior Manager affected by such
termination or partial determination may elect, within 90 days of the proposed
distribution date (as defined below), to receive the full present value of the
benefit accrued under this Plan and the benefit, referred to in Paragraph 14(c)
of this Section 6, accrued under the Pension Plan to the date of the termination
in a single lump sum payment.  In the event a Senior Manager is married on the
proposed distribution date, such election must be made by the Senior Manager in
writing during the election period, be consented to by the Senior Manager's
spouse and will be applicable to any benefit that would otherwise have been paid
to the Senior Manager's spouse (as well as the full benefit payable to the
Senior Manager) in the event of the Senior Manager's death under this Plan and,
with respect to the benefit referred to in Paragraph 14(c) of this Section 6,
the Pension plan.  Such election and spousal consent shall be irrevocable and
the spousal consent must be witnessed by a Plan representative or a notary
public.  If the Senior Manager so elects in accordance with this Paragraph 14(b)
to receive a lump sum, such lump sum shall be distributed to the Senior Manager
or, in the event of the Senior Manager's death, the Senior Manager's beneficiary
in an amount which equals the present value of the benefit or benefits projected
to be paid under the Plan to the Senior Manager and/or his surviving spouse,
actuarially determined

                                      -19-


<PAGE>

using the PBGC rate used to value immediate annuities as of January 1 of the
year of the proposed distribution date and all other relevant assumptions used
by the Plan's actuary for funding the Plan for such year; provided, however,
that such amount shall be further reduced by an amount equal to ten percent
(10%) prior to distribution of such lump sum.  The proposed distribution date of
the lump sum distribution shall be no later than one year following the date of
the termination or partial termination of the Plan.  Once such amount is paid,
the obligation of the Plan to such Senior Manager and/or his surviving spouse
shall be considered to be fully and irrevocably satisfied.  No Senior Manager
shall have any right under this Paragraph 14(b) prior to the occurrence of a
Change in Control.

         c.   The amount accrued under the Pension Plan and payable as a part of
the actuarially determined lump sum distribution in accordance with Paragraph
14(b) of this Section 6 shall equal the portion of the pension (whether in the
form of a joint and survivor or single life annuity) determined as of the
proposed distribution date, that is in excess of the permissible amount which
may be distributed from the Pension Plan in accordance with Section 415 of the
Internal Revenue Code and with respect to which payments are to be made in
accordance with Paragraph 9 of Section 4 of the Pension Plan.  Notwithstanding
any other provision, a management employee of any company participating in the
Pension Plan whose pension under the Pension Plan is in excess of the limits of
Section 415 of the Internal Revenue Code and for whom such excess is to be paid
in accordance with the provisions of Paragraph 9 of Section 4 of the Pension
Plan, shall be considered a participant in this Plan for purposes of this
Paragraph 14(c).

                                      -20-


<PAGE>

         d.   For the purposes of this Paragraph 14, a "Change in Control" means
and shall be deemed to occur if, on or after December 5, 1988:

             (i)    a tender offer shall be made and consummated for the
ownership of 30% or more of the outstanding voting securities of Cincinnati Bell
Inc.;

            (ii)    Cincinnati Bell Inc. shall be merged or consolidated with
another corporation and as a result of such merger or consolidation less than
75% of the outstanding voting securities of the surviving or resulting
corporation shall be owned in the aggregate by the former shareholders of the
Cincinnati Bell Inc., other than affiliates (within the meaning of the
Securities Exchange Act of 1934) of any party to such merger or consolidation,
as the same shall have existed immediately prior to such merger or
consolidation;

           (iii)    Cincinnati Bell Inc. shall sell substantially all of its
assets to another corporation which is not a wholly owned subsidiary;

            (iv)    a person within the meaning of Section 3(a)(9) or of Section
13(d)(3) (as in effect on December 5, 1988) of the Securities Exchange Act of
1934, shall acquire 20% or more of the outstanding voting securities of
Cincinnati Bell Inc. (whether directly, indirectly, beneficially or of records),
or a person, within the meaning of Section 3(a)(9) or Section 13 (d)(3) (as in
effect on December 5, 1988) of the Securities Exchange Act of l934, controls in
any manner the election of a majority of the directors of Cincinnati Bell Inc.;
or

             (v)    within any period of two consecutive years commencing on or
after December 5, 1988, individuals who at the beginning of such period
constitute Cincinnati Bell Inc.'s Board of Directors cease for any reason to
constitute at least a majority thereof, unless the election of

                                      -21-

<PAGE>

each director who was not a director at the beginning of such period has been
approved in advance bt directors representing at least two-thirds of the
directors then in office who were directors at the beginning of the period.  For
purposes hereof, ownership of voting securities shall take into account and
shall include ownership as determined by applying the provisions of Rule
13d-3(d)(l)(i) (as in effect on December 5, 1988) pursuant to the Securities
Exchange Act of 1934.

         e.   In the event of a Change in Control, the provisions of this
Paragraph 14 may not be deleted or amended on or subsequent to the Change in
Control in any manner whatsoever which would be adverse to one or more Senior
Managers without the consent of each such Senior Manager who would be so
affected; provided, however, the Board of Directors may make minor or
administrative changes to this Paragraph 14 or changes to conform to applicable
legal requirements.  This Paragraph 14(e) shall not limit Cincinnati Bell Inc.
or the Board of Directors from making any amendment to or deleting all or any
portion of this Paragraph 14 prior to a Change in Control.

                                      -22-


<PAGE>

SECTION 7.    Plan Modification

    Subject to the provisions of Paragraph 14 of Section 6, the Board of
Directors may in its sole discretion from time to time make any changes in the
Plan as it deems appropriate, and may terminate the Plan, without notice to
participants; provided, however, that no Plan amendment may be adopted which
reduces the accrued benefit of any Vested Senior Manager, retired Senior Manager
or his beneficiary.


                                      -23-




<PAGE>

                                                    Exhibit (10)(iii)(A)(7)(iii)
                                                               to Form 10-K 1994


                   AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT is made by and between
CINCINNATI BELL INC. (the "Company"), an Ohio corporation with its principal
place of business in Cincinnati, Ohio and DWIGHT H. HIBBARD (the "Executive"),
an individual residing in Cincinnati, Ohio.

                              W I T N E S S E T H:

     WHEREAS, the Executive is presently employed by the Company as Chairman of
the Board, Chief Executive Officer and Chairman of Cincinnati Bell Telephone
Company under the Executive Employment Agreement made on December 1, 1987 and
amended on November 4, 1991 (the "Agreement"); and

     WHEREAS, the Board of Directors of the Company desires to insure that the
continued employment of the Executive under the Agreement will not cause a
reduction in the value of his benefits under the Company's Pension Program; and

     WHEREAS, the Board of Directors believes these changes in the Executive's
Agreement are in the best interests of the Company and its shareholders;

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the parties agree that Section 6g of the Agreement
shall be amended so that, as amended, it reads
 as follows:


<PAGE>

          g.   PENSION PROGRAM.  Notwithstanding any other provision hereof to
     the contrary, effective January 1, 1992, unless the Executive otherwise
     consents in writing, (i) the Executive shall continue to be a Participant
     in the Cincinnati Bell Inc. Pension Program ("Pension Program"); (ii) the
     Pension Program shall not be amended or terminated with respect to the
     Executive; (iii) for purposes of computing the Executive's benefits under
     the Pension Program, any Severance Compensation under Section 6d shall be
     disregarded; (iv) his benefits under the Pension Program shall not be
     subject to forfeiture for any reason whatsoever; and (v) in no event shall
     the value of the Executive's benefits under the Pension Program upon his
     termination of employment be less than the actuarial equivalent (based upon
     the interest and mortality assumptions used by the Pension Benefit Guaranty
     Corporation for single employer pension plans terminating on the first day
     of the month immediately preceding his termination of employment) of the
     standard form of benefit which would have been payable to the Executive
     under the Pension Program if he had retired on December 31, 1991.

     In all other respects the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, Cincinnati Bell Inc. has caused this Amendment to
Executive Employment Agreement to be executed by a duly authorized officer and
the Executive has hereunto set his hand effective as of the 20th day of April,
1992.


                                        CINCINNATI BELL INC.


                                        By:  /s/ John T. LaMacchia
                                             ----------------------------------


                                        EXECUTIVE


                                        /s/ Dwight H. Hibbard
                                        ---------------------------------------
                                        Dwight H. Hibbard




<PAGE>
                                                        Exhibit (10)(iii)(A)(11)
                                                               to Form 10-K 1994


                       SEPARATION AND CONSULTING AGREEMENT
                             AND WAIVER AND RELEASE*

     Cincinnati Bell Inc., an Ohio corporation ("the Company"), and Sheldon
Horing ("Horing"), in consideration of the mutual promises made herein, hereby
agree as follows:

     1.   EFFECTIVE DATE.

     This Agreement shall commence on March 11, 1994 (the "Effective Date") and
shall continue until terminated as provided in Section 9 below.  However, it is
understood and agreed that the covenants contained in Sections 4, 5 and 6 shall
survive the termination of the Agreement.

     2.   RESIGNATION OF OFFICES.

     On the Effective Date Horing shall resign from the offices of Executive
Vice President of the Company and President and Chief Executive Officer of
Cincinnati Bell Information Systems Inc. ("CBIS") and shall give up all the
authority and accoutrements of those offices (except as otherwise provided in
this Agreement) including, but not limited to:

          (a)  the current office space, equipment (except as listed in Exhibit
A attached hereto) and clerical support owned or furnished by the Company or
CBIS;

          (b)  all documents or other tangible materials which in any way relate
to the business of the Company, or any Related Company, and were furnished to
Horing
 by the Company or any Related Company or prepared, compiled, used or
acquired by Horing while employed by the Company or any Related Company; and


*YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND
RELEASE


<PAGE>

          (c)  all keys, combinations and access codes to the premises,
facilities and equipment (including, without limitation, offices, desks, storage
cabinets, safes, data processing systems and communications equipment (except as
listed in Exhibit A attached hereto)) of the Company and all Related Companies,
whether furnished to Horing by the Company or any Related Company or prepared,
used or acquired by Horing while employed by the Company or any Related Company.
As used in this Agreement, a company will be deemed to be a "Related Company" if
it is a direct or indirect subsidiary of the Company or is a joint venture,
partnership or similar entity of which the Company or a direct or indirect
subsidiary of the Company is the controlling person.

     3.   CONSULTING.

     During the period from the Effective Date through March 10, 1996 (the
"Consultant Termination Date"), Horing will serve as a consultant to the Company
and CBIS.  Horing shall have such specific consulting duties as may be agreed
upon by the President of the Company and Horing; provided that such duties shall
be limited to those normally performed by and requiring the skills of a senior
level manager.

     It is understood and agreed that, in performing his duties as a consultant
under this Agreement, Horing shall be an employee of CBIS.  All reasonable
expenses incurred by Horing in the course of the performance of any required
consulting services will be reimbursable in accordance with CBIS' then-current
travel and expense policies with regard to employees.

     As of the close of business on the Consultant Termination Date (or, if
earlier, the date on which this Agreement terminates), Horing shall cease to be
an employee of the Company and all Related Companies.

                                        2


<PAGE>

     Horing may accept employment with another employer prior to the Consultant
Termination Date provided that he remains in compliance with the provisions of
Sections 4, 5 and 6 and provided that such other employment does not
unreasonably interfere with his availability to perform the consulting duties
called for under this Section 3.

     4.   TRADE SECRETS AND NON-COMPETITION.

          (a)  The Company and the Related Companies are engaged in the
information services, telecommunication and marketing support services
industries within the U.S. and worldwide.  Horing acknowledges that in the
course of his employment with the Company he has been entrusted with or obtained
access to confidential information proprietary to the Company and Related
Companies with respect to the following (all of which information is referred to
hereinafter collectively as the "Property"):  the organization and management of
the Company and its Related Companies'; names, addresses, buying habits or other
special information regarding past, present and potential customers, employees
and suppliers of the Company and its related companies; customer and supplier
contracts and transactions or price lists of the Company, and Related Companies
and suppliers; products, services, programs and processes sold, licensed or
developed by the Company and Related Companies; technical data, plans and
specifications, present and/or future development projects of the Company and
Related Companies; financial and/or marketing data respecting the conduct of the
present or future phases of business of the Company and Related Companies;
computer programs, systems and/or software; ideas, inventions, trademarks,
business information, know-how, processes, improvements, designs, redesigns,
discoveries and developments of the Company and Related Companies; strategic
knowledge of pending acquisitions of land and/or building space; and other
information maintained as confidential by the Company or any Related Company;
provided, however, that no such information or material shall be deemed included
in the definition of "Property" hereunder

                                        3


<PAGE>

if the Company or Related Companies have failed to take and maintain reasonable
precautions and measures to protect the confidentiality and security of such
information or materials or if, for any reason other than the actions of Horing,
such information or materials have become generally available and accessible
outside of the Company and Related Companies to competitors or the general
public.

     Horing agrees that he will continue to retain the Property in absolute
confidence and not to disclose to any person or organization any proprietary
information without the express written consent of the Company.  Horing agrees
that this Agreement does not supersede any such preexisting obligations and that
they are incorporated herein by reference.

     Notwithstanding any other provision contained in this Agreement, including
without limitation this Section 4 and Section 6, in the event that Horing shall
be required by any Federal, state or local ordinance, any regulation or
directive of any governmental agency or any court order or legal process to
disclose any information, including without limitation the Property, Horing may,
without breach, default or violation of any provision of this Agreement, comply
with such requirement, provided that Horing shall give to Company immediate
notice upon becoming aware of such requirement and shall cooperate with the
Company in any efforts it may determine to undertake to seek a protective order
or otherwise to prohibit disclosure of any requested information.

          (b)  In consideration of the compensation paid Horing and to be paid
Horing pursuant to Section 7, Horing agrees that it is reasonable and necessary
for the protection of the goodwill and business of the Company that Horing make
the covenants contained in Sections 4, 5 and 6 regarding his conduct during and
subsequent to his employment and consulting relationship with the Company and
that the Company will suffer irreparable injury if he engages in conduct
prohibited under those Sections.  Horing represents that he has thoroughly
reviewed the terms of those covenants, including the time periods stated
therein, and that his experience and/or abilities are such that

                                        4


<PAGE>

observance of such covenants will not cause him undue hardship nor will it
unreasonably interfere with his ability to earn a livelihood.  The covenants
contained in Sections 4, 5 and 6 shall each be construed as a separate agreement
independent of any other provisions of this Agreement, and the existence of any
claim or cause of action of Horing against the Company or any Related Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of any of those covenants.

          (c)  Horing covenants that, as long as he remains employed under this
Agreement and for a period of two years thereafter (or if this period is
unenforceable by law, then for such period as shall be enforceable), he will not
engage in any business which directly competes with the current business of the
Company or any Related Company in any capacity which requires or utilizes the
skill, training and knowledge acquired by him while employed by the Company,
whether such capacity be as a broker, principal, partner, joint venturer, agent,
employee, salesman, consultant, director or officer.  This restriction will be
limited to the geographical area of the Company or any Related Company currently
doing business or to such other geographical area as a court shall find
reasonably necessary to protect the goodwill and business of the Company and the
Related Companies.

          (d)  Horing covenants that, as long as he remains employed under this
Agreement and for a period of two years thereafter (or if this period is
unenforceable by law, then for such period as shall be enforceable), he will not
intentionally interfere with either directly or indirectly, the Company's or any
Related Company's relationships with any person, firm, association, corporation
or other entity which is known by Horing to be, or is included on any listing to
which Horing had access during the course of his employment as a customer,
client, supplier, consultant or employee of the Company or any Related Company,
and that he will not divert or change, or attempt to divert or

                                        5


<PAGE>

change, any such relationship to the detriment of the Company or any Related
Company or to the benefit of any other person (including himself), firm,
association, corporation or other entity.

          (e)  All ideas, inventions, discoveries, concepts, trademarks, or
other developments or improvements, whether patentable or not, conceived by
Horing, alone or with others, at any time during the term of his employment,
whether or not during working hours or on the Company's premises, which are
within the scope of or related to the business operations of the Company or any
Related Company or that relate to any Company or Related Company work or
project, present, past or contemplated, shall be and remain the exclusive
property of the Company.

          (f)  Horing covenants that he shall not, during the term of this
Agreement or at any time thereafter, disparage or act in any manner, directly or
indirectly, which may damage the business of the Company or any Related Company
or which would adversely affect the goodwill, reputation, and business
relationships of the Company or any Related Company with the public generally,
or with any of their customers, suppliers or employees.  Horing covenants that
he will not directly or indirectly disparage or make any negative or derogatory
comments or statements, written or oral, regarding past, present and future
personnel and policies of the Company or the Related Companies.

          (g)  Horing expressly acknowledges that any breach or violation of any
of the covenants made by him in this Section 4 will cause immediate and
irreparable injury to the Company and that in the event of a breach or
threatened or intended breach of this contract by Horing, the Company, in
addition to all other legal and equitable remedies available to it, shall be
entitled to injunctions, both preliminary and temporary, and restraining orders,
enjoining and restraining such breach or threatened or intended breach.

     5.   WAIVER AND RELEASE OF ALL CLAIMS.

                                        6


<PAGE>

     Horing, for himself and for his personal representatives, and in exchange
for the consideration offered by the Company in Section 7, hereby fully releases
the Company and all Related Companies, and any and all of their stockholders,
directors, officers, employees, agents and representatives, from any and all
claims, liabilities, promises, contracts, suits, and attorneys' fees, which have
been or could have been asserted by him or on his behalf in any forum for
circumstances arising prior to the date of this Agreement; provided, however,
that this release and waiver shall not affect or be applicable to rights of
Horing arising under this Agreement.  This release includes without limitation,
any and all claims of discrimination on the basis of his race, color, religion,
sex, national origin, disability, age, or ancestry, and claims based on wrongful
discharge whether based on a theory of contract, promissory estoppel, public
policy or tort.  This release specifically includes a release of all claims
which could be asserted under Section 4101.17 or Chapter 4112 of the Ohio
Revised Code, Section 4113.52 of the Ohio Revised Code or any other law of the
State of Ohio or any other state, Title VII of the Civil Rights Act of 1964, the
Age Discrimination in Employment Act of 1967, the Employee Retirement Income
Security Act of 1974 ("ERISA"), and the Americans with Disabilities Act of 1990
("ADA") and such laws' amendments.

     6.   CONFIDENTIALITY.

     Horing agrees that he will keep the terms, amount and fact of this
Agreement confidential and that he will not hereafter disclose any information
concerning this Agreement to anyone except his immediate family, attorney,
accountant, financial advisor, and prospective or existing creditors or
employers (on a need to know basis); provided that he instructs them to keep
said information confidential and not disclose it to others.

     7.   COMPANY'S OBLIGATIONS.

                                        7


<PAGE>

     Following the execution of this Agreement and the expiration of the
revocation period, and in consideration of Horing's obligations set forth in
Sections 4, 5 and 6 above, as long as Horing remains employed under the
Agreement, the Company will provide Horing with the following:

          (a)  Horing shall receive a consulting fee of $22,630.20 per month,
payable monthly in arrears on the first business day of the following month, and
a bonus consulting fee of $140,000 on the 8th day after this Agreement has been
executed by Horing and returned to the Company.  If Horing dies while employed
hereunder, the monthly consulting fee for the remainder of the period through
the Consultant Termination Date shall be paid to Horing's estate.  The
provisions of the preceding sentence shall survive the termination of this
Agreement.  The amounts payable to Horing or his estate hereunder shall be
subject to applicable withholding and other taxes.

          (b)  Horing shall continue to participate in the employee benefit
plans of CBIS in which he was participating on the day preceding the Effective
Date including, but not limited to, Cincinnati Bell Management Pension Plan,
CBIS Retirement and Savings Plan and the Cincinnati Bell Inc. Executive Deferred
Compensation Plan, but excluding any long or short term disability plan and any
life insurance plan.  Provided that Horing remains employed hereunder through
June 30, 1994, his benefits under Cincinnati Bell Management Savings Plan and
the CBIS Retirement and Savings Plan will become fully vested and
nonforfeitable.  Provided that he remains employed hereunder through January 1,
1995 (or, if earlier, the day preceding the date of his death), the restrictions
applicable to the last 4,000 shares of restricted stock awarded to him on
February 4, 1991 under the Cincinnati Bell Inc. 1988 Long Term Incentive Plan
shall lapse.

          (c)  Horing shall continue to receive the perquisites which he was
receiving on the day preceding the Effective Date including, but not limited to,
an automobile allowance and financial planning.

                                        8


<PAGE>

          (d)  Ownership of the equipment listed in Exhibit A shall be
transferred to Horing as of the Effective Date.


Notwithstanding the foregoing, from and after the Effective Date, Horing shall
not be entitled to receive any additional awards or grants under Cincinnati Bell
Inc. 1988 Long Term Incentive Plan or Cincinnati Bell Inc. Short Term Incentive
Plan nor shall Horing be eligible to participate in any other bonus or award
program maintained by the Company or CBIS.  With respect to any options
heretofore granted to Horing under the Company's 1988 Long Term Incentive Plan,
(a) any options which are not exercisable by the close of business on the
Consultant Termination Date shall thereupon terminate and (b) any options which
are exercisable on the Consultant Termination Date but have not been exercised
by the close of business on that date shall thereupon terminate.

     8.   SEVERABILITY.

     Each of the terms and covenants of this Agreement shall be independently
enforceable and should any term or covenant of this Agreement be ruled invalid
in any court, such provision shall be deemed severable so that such ruling shall
not invalidate the entire contract and the remaining provisions shall not be
affected thereby.

     9.   TERMINATION.

     This Agreement may be terminated:

          (a)  upon the mutual agreement of both parties;

          (b)  by the Company, upon two weeks' written notice of such
termination, for cause if there occurs a material breach by Horing, which
continues for 10 days after written notice thereof to him from the Company, of
any of the covenants and agreements made by him under this Agreement or

                                        9



<PAGE>

any acts or omissions by Horing resulting in serious harm or injury to the
reputation, assets or business of the Company or its Related Companies.
     Regardless of the basis for termination of this Agreement, Horing
acknowledges that the covenants contained in Sections 4, 5 and 6 shall survive
the termination of this Agreement.

     10.  ASSIGNMENT.

     This Agreement may not be assigned in whole or in part by Horing.  In the
event the Company merges or consolidates with or sells or transfers
substantially all of its assets to any other person, firm or corporation, the
Company may, at its option, assign its rights and duties under this Agreement to
such party and such party may, at its option, assume the obligations of the
Company under this Agreement, and upon such assignment and assumption, the
Company's obligations under this Agreement to Horing shall terminate.

     11.  NOTICE.

     Except as otherwise provided herein, all notices required or permitted to
be given hereunder shall be in writing and shall be deemed to have been duly
given and be effective when delivered by hand or when deposited in the U.S.
mail, prepaid, for certified or registered delivery, or prepaid telegram, to the
following address (or to such other address as any of the following may from
time to time designate by notice given in the manner herein provided):

                                       10


<PAGE>

     To the Company:          John T. LaMacchia
                              President and Chief Executive Officer
                              Cincinnati Bell Inc.
                              201 East Fourth Street
                              Cincinnati, Ohio  45202

     To Horing:               Sheldon Horing
                              65 Cornel Drive
                              Livingston, New Jersey  07039


     12.  GENERAL.

          (a)  Horing agrees that in making this Agreement, the Company is not
admitting the violation of any law or any of his rights, but does so solely for
the purpose of settling all matters between them.

          (b)  This Agreement contains the entire agreement between the parties
and may only be modified by a subsequent written agreement signed by the same
parties.  This Agreement supersedes all prior agreements and understanding of
the parties, written or oral, with respect to Horing's employment.

          (c)  Horing admits that the terms of this Agreement have been
explained to him, that he has had the opportunity and written advice to consult
with any attorney or other advisor of his choice and voluntarily has decided to
enter into this Agreement.  Horing states and admits that in executing this
Agreement he does not rely, and has not relied, upon any other representation or
statement made by the Company or by any of its agents, representatives or
attorneys with regard to this Agreement.

          (d)  Horing acknowledges that he was afforded a period of at least 21
days within which to consider this Agreement before he signed it, but knowingly
and voluntarily and without

                                       11


<PAGE>

coercion, and upon advice of counsel, chose to sign this Agreement before the
expiration of the 21-day period.  Horing may revoke this Agreement by giving
written notice to the Company within 7 days after execution of this Agreement.
Unless so revoked, this Agreement shall become effective and enforceable on the
8th day after it is executed by Horing.

          (e)  This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio.

          (f)  No waiver with respect to any provision of this Agreement shall
be effective unless in writing.  The waiver by either party hereto of a breach
of any provision of this Agreement by the other shall not operate or be
construed as a waiver of any other or subsequent breach.

          (g)  This Agreement shall be binding upon and inure to the benefit of
the Company, its successors and assigns, and Horing, his heirs and personal
representatives.

          (h)  This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.  All counterparts shall constitute
one and the same instrument, which shall be sufficiently evidenced by any one
thereof.

                                       12


<PAGE>

AGREED:

CINCINNATI BELL INC.


By:  /s/ John T. LaMacchia
     --------------------------------------------------------
     John T. LaMacchia, President and Chief Executive Officer

Date Executed:  March 29, 1994


                    /s/ Sheldon Horing
-------------------------------------------------------------
                    Sheldon Horing

Date Executed:  March 26, 1994


WITNESSES:

As to Cincinnati Bell Inc.                   As to Sheldon Horing


/s/ Mary Janet Edwards                       /s/ Barbara Parker
-----------------------------------          ----------------------------------
March 29, 1994                               March 26, 1994

                                       13


<PAGE>

                                    EXHIBIT A


Laptop PC
          IBM Thinkpad Model 750C


Fax
          NEC Model NEFAX 430


Printer
          HP Model LaserJet Series II


                                       14




<PAGE>

                                                     Exhibit (10)(iii)(A)(17)(i)
                                                               to Form 10-K 1994

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT is made on the 19th day of August, 1994 between Cincinnati
Bell Inc., an Ohio corporation, with its principal place of business in
Cincinnati, Ohio ("Employer" or "CBI"), and James F. Orr, an individual residing
in Ohio ("Employee").  This Agreement will be effective on the date that CBI
appoints Employee to the position of President and Chief Executive Officer of
Cincinnati Bell Information Systems Inc. (the "Effective Date"),

                                   WITNESSETH

     WHEREAS, Employee is presently employed by Employer;

     WHEREAS, Employer wishes to appoint Employee to the position of President
and Chief Executive Officer of Cincinnati Bell Information Systems Inc.
("CBIS");

     WHEREAS, Employer and Employee wish to modify the terms of Employee's
employment to reflect his new responsibilities, and

     WHEREAS, Employer intends to retain the right to assign this Agreement to
any other entity which is part of the same controlled group of corporations, as
defined in Section 1563 of the Internal Revenue Code of 1986, as it may from
time to time be amended or restated.

     NOW, THEREFORE, in consideration of the foregoing premises and the
covenants and agreements contained herein, the parties
 agree as follows:


<PAGE>

                                        2
                                        -

     1.   EMPLOYMENT:     Employer employs Employee, and Employee accepts
employment upon the terms and conditions hereinafter set forth.  For purposes of
this Agreement, Employer shall include any entity to which this Agreement is
assigned under Section 13.

     2.   TERMS OF EMPLOYMENT:     This Agreement shall continue in full force
and effect commencing as of the Effective Date and ending on December 31, 1999
(the "Expiration Date") unless this Agreement is earlier terminated in
accordance with the provisions of Section 12 hereof.

     3.   DUTIES:

          (A)  Employer agrees to employ Employee, and Employee agrees to serve
Employer as President and Chief Executive Officer of Cincinnati Bell Information
Systems Inc. or in such other capacity as may be determined from time to time by
the President of CBI.

          (B)  In connection with performing the services required in Section
3(A), Employee will be provided appropriate office space, a secretary and travel
expenses as described in Section 5 hereof.  The extent of such support resources
will be agreed upon from time to time by Employee and the President of CBI.

          (C)  Employee shall devote his entire time, attention, and energies to
the performance of his duties under this Agreement.  The words "entire time,
attention, and energies" are intended to mean that Employee shall devote his
full effort during reasonable working hours to the performance of his duties
under this Agreement and shall devote at least forty (40) hours per week to the
performance of his duties under this Agreement.



<PAGE>

                                        3
                                        -

          (D)  Employee shall not be required to change his current residence;
however, Employee shall travel to such areas and places as are reasonably
necessary in the performance of his duties.

     4.   COMPENSATION:

          (A)  Employee shall receive a base salary (the "Base Salary") of at
least Two Hundred and Forty Thousand Dollars ($240,000) for each calendar year,
subject to proration for any partial year, during the terms of this Agreement.
Such Base Salary, and any other amounts payable hereunder, shall be subject to
withholding as required by law.

          (B)  In addition to the Base Salary, Employee shall be entitled to
earn an annual bonus (the "Bonus") for each calendar year after 1994 during
which services are performed under this Agreement.  Any Bonus for a calendar
year shall be payable after the conclusion of such calendar year in accordance
with Employer's regular bonus payment policies.  Employee shall be given:  a
Bonus target of not less than Fifty Thousand Dollars ($50,000) per year, the
actual Bonus to be based on the results of CBI's earnings as compared to its
earnings commitment submitted to and approved by the Board of Directors of CBI;
and a Bonus target of not less than One Hundred Twenty Thousand dollars
($120,000) per year, the actual Bonus to be based on the results of CBIS
earnings as compared to its earnings commitment submitted to and approved by the
President of CBI.  Both of these bonuses for 1995 results will be paid in the
form of restricted stock subject to the terms and conditions of restricted stock
issued by CBI under its 1988 Long Term Incentive Plan with a 12-month
restriction.  In the event of the Employee's death prior to the lapse of the
restriction, CBI will pay Employee's estate cash equal to the value of the
restricted stock forfeited on account of his death.


<PAGE>

                                        4
                                        -

          (C)  On at least an annual basis, Employee shall receive a formal
performance review and be considered for salary and/or bonus target increases.

     5.   EXPENSES:

          All reasonable and necessary expenses incurred by Employee in the
course of the performance of his duties to Employer shall be reimbursable in
accordance with Employer's current travel and expense policies.

     6.   BENEFITS:

          (A)  Subject to approval by the Compensation Committee of the Board of
Directors of CBI (the "Compensation Committee") and while Employee remains
employed hereunder, employee shall be granted options to purchase a minimum of
twenty thousand (20,000) common shares of CBI during each of calendar years 1995
through 1999.  Such options for any calendar year shall be granted under CBI's
1988 Long Term Incentive Plan (the "1988 Plan") effective as of the date of the
first meeting of the Compensation Committee during the calendar year.  Such
options shall further be subject to the terms of the 1988 Plan and to the same
terms and conditions as are applied to options granted to similarly situated
employees of CBI in the calendar year in which the options are granted to
Employee.  Pursuant to the terms of the 1988 Plan, such options will become
immediately exercisable upon a Change in Control, as defined therein.

          (B)  While the Employee remains in the employ of the Employer,
Employee shall be entitled to participate in all of the various employee benefit
plans and programs in which similarly situated employees of CBI are
participating, including Retirement Savings Plan; deferred Compensation Plan;
vacation program; medical and dental plans; life, disability, accidental death,
disability and travel insurance; parking; financial consultation and tax
preparation up to Five Thousand Dollars ($5,000) per


<PAGE>

                                        5
                                        -

year; cellular phone; annual physical; luncheon club dues; and Cincinnati Bell
Management Pension Plan.  In addition, Employer shall provide Employee with the
following benefits:

               (1)  MINIMUM PENSION:     If Employee remains employed under this
Agreement through December 31, 1998, Employee shall be entitled to receive a
monthly pension, commencing at age fifty-five (55) (or, if he retires later, on
the day following the date on which Employee retires from active service) and
payable for the joint lives of Employee and his spouse, or if Employee is
unmarried at the time payments begin, then for his life, in an amount not less
than Forty Thousand Dollars ($40,000) per year.  To the extent that Employee or
Employee's spouse is also entitled to receive any benefit under Cincinnati Bell
Management Pension Plan ("CBMPP") or any non-qualified pension plan or program
maintained by CBI or CBIS (other than a deferred compensation plan under which
Employee's current compensation is reduced in exchange for payments at or after
termination of employment), the payments otherwise called for under the first
sentence of this Section 6(B)(1) shall be reduced to reflect the value of the
benefits payable to Employee and Employee's spouse under CBMPP and each such
other non-qualified pension plan or program.

               (2)  RETIREE MEDICAL BENEFITS:     If Employee remains employed
under this Agreement through December 31, 1998, upon his subsequent retirement
Employee shall be entitled to participate in the retiree medical plans then
available to similarly situated employees of CBI who retire after attaining age
sixty (60).

               (3)  LONG TERM DISABILITY PLAN FOR SALARIED EMPLOYEES AND THE
SICKNESS AND ACCIDENT DISABILITY BENEFIT PLAN:     While Employee remains in the
employ of Employer, Employer shall provide Employee with benefits which are at
least equivalent to the benefits Employee would have been entitled to receive
under the Long Term Disability Plan for Salaried Employees and the Sickness and
Accident Disability


<PAGE>

                                        6
                                        -

Benefit Plan (a) assuming that he became eligible to participate in the plans on
January 1, 1989 and (b) assuming that he was credited with twenty-five (25)
years of completed service as of January 1, 1989.  The benefits payable under
this Section 6(B)(3) shall be reduced by any benefits paid under the Long Term
Disability Plan for Salaried Employees and the Sickness and Accident Disability
Benefit Plan.

               (4)  AUTOMOBILE:     While Employee remains employed hereunder,
Employee shall be given the use of a Buick Park Avenue automobile or its
equivalent in accordance with current practice for similarly situated employees
of CBI.

            (C)(1)  RESTRICTED STOCK:     Employee has previously received a
restricted stock award of twenty thousand (20,000) common shares of CBI.  The
terms of such award are set forth on the Restricted Stock Award Certificate
awarded Orr in early 1994.

               (2)  INCENTIVE AWARD:     CBI will award a number of its
restricted shares with a value (determined as of the date the restricted shares
are awarded and without regard to the restrictions) equal to One Hundred Forty-
Five Thousand Dollars ($145,000) to Employee, in full satisfaction of CBI's
obligations to Employee under the Long Term Incentive contained in Employee's
prior Employment Agreement dated December 31, 1993.  The restricted stock will
be subject to the terms and conditions of restricted stock issued by CBI under
its 1988 Long Term Incentive Plan with a 12-month restriction.  In the event of
employee's death prior to the lapse of the restriction, CBI will pay Employee's
estate cash equal to the value of the restricted stock forfeited on account of
Employee's death.  The restricted stock will be delivered in 1995 at the time
CBI customarily makes restricted stock awards but not earlier than the Effective
Date.

          (D)  Notwithstanding anything contained herein to the contrary, the
Base Salary and bonuses otherwise payable to Employee shall be reduced by any


<PAGE>

                                        7
                                        -

benefits paid to Employee by Employer under Employer's Sickness and Accident
Disability Plan and Long Term Disability Plan for Salaried Employees or under
Section 6(B)(3) above.

     7.   CONFIDENTIAL INFORMATION AND MATERIALS.

          (A)  As used herein, the term "confidential information and materials"
refers to all information belonging to, used by or in the possession of
Employer, CBIS and MATRIXX Marketing Inc. ("MATRIXX") now and in the future
relating to their present and/or future business strategies, finances, methods
of operation, customers, programs, marketing plans, development plans,
inventions, developments and trade secrets of every kind and character,
provided, however, that Employee shall not be obligated to treat as confidential
any of the information described in Section 7(A) which is or becomes publicly
available or readily ascertainable from public sources or any information in
Employee's possession or knowledge prior to the Effective Date and not provided
to him by Employer, CBIS or MATRIXX.

          (B)  Employees hereby acknowledges that all of the confidential
information and materials are and shall continue to be the exclusive proprietary
property of Employer, CBIS and MATRIXX, whether or not prepared in whole or in
part by Employee and whether or not disclosed to or entrusted to the custody of
Employees.  Employee further hereby acknowledges that all confidential
information and materials (to which Employee has had access or which Employee
has learned during his employment or to which Employee shall hereafter have
access or which he shall hereafter learn) have been disclosed to Employee solely
by virtue of employee's Employment with Employer and solely for the purpose of
assisting him in performing his duties for Employer, CBIS and MATRIXX.

          (C)  Employee hereby agrees that Employee will not, either during the
course of Employee's employment with Employer or at any time thereafter,
disclose


<PAGE>

                                        8
                                        -

any confidential information or materials of Employer, CBIS or MATRIXX, in whole
or in part, to any person or entity, for any reason or purpose whatsoever,
unless Employer, CBIS or MATRIXX shall have given their written consent to such
disclosure.  Employee further agrees that Employee shall not use in any manner
other than for and in the course of Employee's furtherance of Employer's, CBIS,
and MATRIXX's business, any confidential information or materials of Employer,
CBIS or MATRIXX for Employee's own purpose or for the benefit of any other
person or entity except Employer, CBIS or MATRIXX, whether such use consists of
the duplication, removal, oral use or disclosure, or the transfer of any
confidential information or materials in any manner, or such other unauthorized
use in whatever manner, unless Employer, CBIS or MATRIXX shall have given their
prior written consent to such use.

     8.   NEW DEVELOPMENTS:   Employee agrees that during the term of this
Agreement, Employee will promptly disclose to Employer, CBIS and MATRIXX any and
all improvements, inventions, developments, discoveries, innovations, systems,
techniques, ideas, processes, programs and other things which may be of
assistance to Employer, CBIS or MATRIXX, whether patentable or unpatentable,
relating to or arising out of any developments, services or products, or
pertaining to in any manner, the business of Employer, CBIS or MATRIXX, and made
or conceived by Employee, along or with others, while employed by Employer,
whether or not conceived or made during his regular working hours (collectively
referred to hereinafter as the "New Developments").  Employee further agrees
that all New Developments shall be and shall remain the sole and exclusive
property of Employer, CBIS and MATRIXX and that Employee shall, upon the request
of Employer, CBIS or MATRIXX, and without further compensation, do all lawful
things reasonably necessary to ensure Employer's, CBIS' or MATRIXX's ownership
of such New Developments, including without limitation the execution of any
necessary documents assigning and transferring to Employer, CBIS or MATRIXX or
their assigns all of Employee's right, title and interest in and to such New
Developments, and the rendering of assistance in the execution of all necessary
documents required to enable Employer, CBIS or


<PAGE>

                                        9
                                        -

MATRIXX to file and obtain patents, trademarks and copy rights in the United
States and foreign countries on any of such New Developments; provided, however,
that all expenses relating to the foregoing shall be borne by Employer, CBIS or
MATRIXX.

     9.   SURRENDER OF MATERIAL UPON TERMINATION.     Employee hereby agrees
that upon cessation of his employment, for whatever reason and whether voluntary
or involuntary, he will immediately surrender to Employer, CBIS and MATRIXX all
of Employer's, CBIS' and MATRIXX's property and other things of value in his
possession or in the possession of any person or entity under his control, that
are the property of Employer, CBIS or MATRIXX including without limitation all
personal notes, drawings, manuals, documents, photographs, or the like,
including copies and derivatives thereof, relating directly or indirectly to any
confidential information or materials or New Developments, or relating directly
or indirectly to the business of Employer, CBIS or MATRIXX.

     10.  REMEDIES:     Employer and employee hereby acknowledge and agree that
the services rendered by Employee to Employer, CBIS and MATRIXX and the
information disclosed to Employee during and by virtue of his employment, that
Employee's commitments and obligations to Employer, CBIS and MATRIXX herein are
of a special, unique and extraordinary character, and that the breach of any
provision of this Agreement will cause the non-breaching party irreparable
injury and damage, and consequently the non-breaching party shall be entitled
to, in addition to all other remedies available to it, injunctive and equitable
relief to prevent a breach of this Agreement, or any part of it, and to secure
the enforcement of this Agreement.

     11.  COVENANT NOT TO COMPETE:     For the period ending on the second
anniversary of (i) the date of cessation of Employee's employment under this
Agreement, or (ii) the date of the last payment of compensation to Employee, if
Employee's employment ceases as a result of a terminating disability pursuant to
Section 12(A), whether during or at the end of the term of this Agreement, or
for


<PAGE>

                                       10
                                       --

whatever time within that period found by a court of competent jurisdiction to
be reasonably necessary for the protection of Employer, Employee will not,
himself or together with other persons, directly or indirectly, own, manage,
operate, join, control or participate in the ownership, management, operation or
control of or become an employee or consultant of or to any business that
engages in the business of providing telecommunications billing systems or
services or any other business of any type in which Employee is involved on
behalf of Employer, CBIS or MATRIXX during the term of this Agreement.  This
restriction will apply through the continental United States and in any foreign
jurisdiction in which Employer, CBIS or MATRIXX operates at the time Employee's
employment ceases or whatever geographic scope found by a court of competent
jurisdiction to be reasonably necessary for the protection of Employer.

          Employee hereby agrees (i) that the restrictions set forth in the
paragraph immediately above are founded on valuable consideration and are
reasonable in duration and geographic extent in view of the circumstances in
which this Agreement is executed and are necessary to protect the legitimate
interests of Employer, and (ii) that the remedy at law for any breach of the
foregoing covenant will be inadequate and that Employer will be entitled to
injunctive relief in the event of any such breach.  Nothing herein stated shall
be construed as prohibiting Employer from pursuing any other remedies available
to it for any such breach or threatened breach or for any other breach of this
agreement, including the recovery of damages from Employee.

     12.  TERMINATION:

          (A)  Employer or Employee may terminate this Agreement upon Employee's
failure or inability to perform the services required hereunder because of any
physical or mental infirmity for which Employee receives disability benefits
under Employer's Sickness and Accident Disability Benefit Plan and/or Employer's
Long Term Disability Plan for Salaried Employees or under Section 6(B)(3)
hereof, as the


<PAGE>

                                       11
                                       --

case may be, (the "Plans") over a period of one hundred and twenty (120)
consecutive working days during any twelve (12) consecutive month period (a
"Terminating Disability").  If Employer or Employee elects to so terminate this
Agreement in the event of a Terminating Disability (i) such termination shall be
effective immediately upon the giving of written notice by the terminating party
to the other, and (ii) Employer shall pay Employee his accrued compensation
hereunder, whether Base Salary, Bonus or otherwise (subject to offset for any
amounts received pursuant to the Plans), to the date of termination, and (b) for
as along as such Terminating disability may exist, Employee shall continue to be
an employee of Employer, and Employer shall provide Employee with disability
benefits and all other benefits according to the provisions of the Plans and any
other Employer plans in which Employee is then participating.  If the parties
elect not to terminate this Agreement upon an event of a Terminating Disability
and Employee returns to active employment with Employer prior to such a
termination, or if such disability exists for less than one hundred and twenty
(120) consecutive working days, the provisions of this Agreement shall remain in
full force and effect.  This Agreement terminates immediately and automatically
on the death of Employee, provided, however, that the Employee's estate shall be
paid Employee's accrued compensation hereunder whether Base Salary, Bonus or
otherwise to the date of death.  In addition, upon Employee's death or
Terminating Disability, Employee or his estate shall be entitled to take
whatever actions with respect to employee's stock options as may be permitted by
the terms thereof, or by the plan under which such options were granted, upon
such death or disability.

          (B)  Employer may terminate this Agreement immediately in the event
that Employee is wilfully negligent in the performance of his duties or in the
event of employee's conviction of a criminal act.

          (C)  Employer may terminate this Agreement upon sixty (60) days'
written notice for any reason other than those set forth in Section 12(A) and
(B).  In the event of termination b Employer for any reason other than as set
forth in Section 12(A)


<PAGE>

                                       12
                                       --

or (B), Employer:  1) shall pay Employee his then current Base Salary and
minimum Bonus targets due over the remaining balance of the term of this
Agreement but not less than two (2) times the sum of Employee's then current
Base Salary and minimum bonus targets; 2) Employee shall be entitled to receive
the pension described in Section 6(B)(1), commencing at age fifty-five (55) as
though his employment with Employer had continued through December 31, 1998; 3)
Employee shall be entitled to receive the retiree medical benefits described in
Section 6(B)(2), commencing immediately; and 4) the restrictions on any
restricted stock issued to Employee in payment of his 1994 and 1995 bonuses
shall lapse.  In addition, if the termination occurs at any time after the first
anniversary of the award of the restricted stock described in Section 6(C) and
prior to December 31, 1996, the restrictions on Twelve Thousand (12000) shares
shall lapse.  If termination occurs after December 31, 1996, the restrictions on
a prorated portion of such restricted stock shall lapse.  The proration shall be
based on the portion of the period from December 31, 1993 to December 31, 1998
during which Employee was employed by Employer.

          (D)  If Employee resigns prior to the Expiration Date and within
ninety (90) days after a Change in Control of CBI or CBIS, this Agreement shall
thereupon terminate.  In the case of CBI, "Change in Control" means a change in
control as defined in the 1988 Plan.  In the case of CBIS, "Change in Control"
means a change of ownership in which CBI ceases to own, directly or indirectly,
fifty-one percent (51%) of the voting control of CBIS or a change in which
substantially all of the assets of CBIS are sold to another company in which CBI
does not own, directly or indirectly, fifty-one percent (51%) of the voting
control.  Employer or any successor of Employer shall pay to Employee (within
thirty (30) days after Employee's resignation) an amount equal to the greater
of:  (i) Seven Hundred and Twenty thousand Dollars ($720,000) or (ii) 2.99 times
his annual Base Salary and Bonus target in effect immediately prior to the
Change in Control.  Employee will also receive the pension described in Section
6(B)(1) of the Employment Agreement, commencing at age fifty-five (55) and the
Retiree Medical Benefits described in Section b(B)(2) commencing


<PAGE>

                                       13
                                       --

immediately as though his employment with CBIS had continued through December
31, 1998.  In no event shall the "present value", as that term is presently
defined in IRC Section 280G, of the payments under this Section 12(D) equal or
exceed three (3) times Employee's "base amount", as that term is presently
defined in IRC Section 280G.  If it is necessary to reduce the payments
hereunder, no payments shall be made to Employee until he advises Employer of
the order in which payments are to be reduced.

          (E)  Upon Employer's payment of the required payments under this
Section 12, all further compensation under this Agreement shall terminate;
provided, however, that all qualified deferred compensation which Employee may
be entitled to receive pursuant to any of Employer's pension or profit sharing
plans in which he may participate during his employment with Employer shall be
paid pursuant to the provisions of such plans at such times as any such amounts
become payable to Employee.  It is further understood that for purposes of this
Section 12, the term "accrued compensation" shall include all non-qualified
deferred compensation, of whatever type or form, either previously granted to
Employee by Employer or otherwise earned or received by Employee.  The
termination of this Agreement shall not amend, alter or modify the rights and
obligations of the parties under Sections 7, 8, 9, 10 and 11 hereof, the terms
of which shall survive the termination of this Agreement.

     13.  ASSIGNMENT:    As this is an agreement for personal services involving
a relation of confidence and trust between Employer and Employee, all rights and
duties of Employee arising under this Agreement, and the Agreement itself, are
nonassignable by Employee except for the right of his estate to receive any
payments due Employee upon his death.  Employer expressly reserves the right to
assign this Agreement to any other entity which is part of the same controlled
group of corporations, as defined in Section 1563 of the Internal revenue Code
of 1986, as it may from time to time be amended or restated.


<PAGE>

                                       14
                                       --

     14.  NOTICES:  Any notice required or permitted to be given under this
Agreement shall be sufficient, if in writing, and if delivered by the sending
party personally or by certified mail to Employee at his place of residence as
then recorded on the books of Employer or to Employer at its principal office.

     15.  WAIVER:   No waiver or modification of this Agreement or the terms
contained herein shall be valid unless in writing and duly executed by the party
to be charged therewith.  The waiver by any party hereto of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by such party.

     16.  GOVERNING LAW:     This Agreement shall be governed by the laws of the
State of Ohio.

     17.  ENTIRE AGREEMENT:     This Agreement contains the entire agreement of
the parties with respect to Employee's employment by Employer on and after the
Effective Date.  There are no other contracts, agreements or understandings,
whether oral or written, existing between them except as contained or referred
to in this Agreement.  This Agreement replaces all prior agreements and
understandings of the parties with respect to Employee's employment by Employer
including the Employment Agreement dated December 31, 1993 and the Memorandum of
Understanding of even date.

     18.  SEVERABILITY:     In case any one or more of the provisions of this
Agreement is held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or other unenforceability shall not affect any other
provisions hereof, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provisions had never been contained herein.


<PAGE>

                                       15
                                       --

     19   SUCCESSORS AND ASSIGNS:     Subject to the provisions of Section 13
above, this Agreement shall be binding upon Employee, Employer and their
successors and assigns.  Employer further expressly agrees that in the event it
shall merge or consolidate with, or be acquired by, any other entity, the
continuing entity resulting from such merger, consolidation or acquisition shall
be obligated to perform the duties and obligations of Employer as set forth in
this Agreement.  Employer further agrees that in the event it should voluntarily
dissolve and liquidate the assets and business of Employer, it will undertake to
have the terms and provisions of this Agreement fulfilled prior to the
distribution or disposal of Employer's assets.


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                                        EMPLOYER:
                                        CINCINNATI BELL INC.

                                   By:  /s/ John T. LaMacchia
                                        ---------------------------------------
                                        EMPLOYEE:

                                        /s/ James F. Orr
                                        ---------------------------------------




<PAGE>

                                                      Exhibit 10(iii)(A)(17)(ii)
                                                               to Form 10-K 1994

                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT


     For purposes of clarification, Section 12(D) of the Employment Agreement
between Cincinnati Bell Inc. and James F. Orr dated August 19, 1994 (the
"Agreement") is amended by the addition of the following sentence:

          In the event of a termination of this agreement under
          Section 12(c) within 90 days after a Change in Control of
          CBI or CBIS, Employee shall receive, at Employee's election,
          either the compensation and benefits provided under Section
          12(C) or the compensation and benefits provided under this
          Section 12(D).

     In all other respects, the terms of the Agreement shall remain as
originally executed.

     IN WITNESS WHEREOF, Cincinnati Bell Inc. and James F. Orr have signed below
effective October 31, 1994.




                                        CINCINNATI BELL INC.


                                        By /s/ D. J. Lahey
                                           ------------------------------------


                                            /s/ James F. Orr
                                            -----------------------------------
                                            James F. Orr






<PAGE>

Exhibit (10)(iii)(A)(18)
to Form 10-K 1994

                              EMPLOYMENT AGREEMENT



     This Agreement is made as of  DECEMBER 30, 1994  (the "Effective Date")
between Cincinnati Bell Telephone Company, an Ohio corporation ("Employer" or
"CBT"), and Barbara J. Stonebraker ("Employee").

     Employer and Employee agree as follows:

     1.   EMPLOYMENT.  By this Agreement, Employer and Employee set forth the
terms of Employer's employment of Employee on and after the Effective Date.  Any
prior agreements or understandings with respect to Employee's employment by
Employer are cancelled as of the Effective Date.

     2.   PERIOD OF EMPLOYMENT.  This Agreement begins on the Effective Date
and, subject to the terms of Section 13, will end on December 31, 1999.

     3.   DUTIES.

          A.   Employee will be a Senior Vice President of CBT.  Employee will
report to the President of CBT.

          B.   Employee shall furnish such managerial, executive, financial,
technical, and other skills, advice and assistance in operating CBT as Employer
may request.

          C.   Employee shall perform such other duties as are assigned to
Employee by the President of CBT.

          D.   Employee shall devote Employee's entire time, attention, and
energies to the business of Employer.  The words "entire time, attention, and
energies" are intended to mean that
 Employee shall devote Employee's full effort
during reasonable working hours to the business of Employer (or other Employer-
sanctioned activities) and shall devote at least 40 hours per week to the
business of Employer (or other Employer-sanctioned activities).  Employee shall
travel to such places as are necessary in the performance of Employee's duties.

     4.   COMPENSATION.

          A.   Employee  shall  receive  a  base  salary  (the "Base Salary") of
at least $192,000 for each calendar year, subject to proration for any partial
year, payable in accordance with Employer's standard payroll practices, during
the term of this Agreement.  Such Base Salary, and any other amounts payable
hereunder, shall be subject to withholding as required by law.


<PAGE>

          B.   In addition to the Base Salary, Employee shall be entitled to
receive an annual bonus (the "Bonus") under Employer's regular compensation
program for each calendar year for which services are performed under this
Agreement.  Any Bonus for a calendar year shall be payable after the conclusion
of the calendar year in accordance with Employer's regular bonus payment
policies.  Employee shall be given a Bonus target of not less than $76,800 per
year.

          C.   On at least an annual basis, Employee shall receive a formal
performance review and be considered for Base Salary and/or bonus target
increases.

     5.   EXPENSES.  All reasonable and necessary expenses incurred by Employee
in the course of the performance of Employee's duties to Employer shall be
reimbursable in accordance with Employer's then current travel and expense
policies.

     6.   BENEFITS.

          A.   In each year of this Agreement, Employee will be granted options
to purchase 7,500 common shares of Cincinnati Bell Inc. ("CBI") at the time and
on the terms approved by the Compensation Committee of CBI.  All provisions of
this Agreement which relate to the terms under which non-statutory stock options
will be granted to Employee are subject to approval by the Compensation
Committee. Such options may be granted under CBI's 1988 Long Term Incentive Plan
(the "1988 Plan") or similar stock option plan.

          B.   While Employee remains in the employ of Employer, Employee shall
be entitled to participate in all of the various employee benefit plans and
programs in which fifth level managers of Employer are participating other than
the non-qualified retirement plan known as the Cincinnati Bell Inc. Pension
Program.

          C.   Employee shall receive a restricted stock award of 15,000 common
shares of CBI at the first meeting of the CBI Compensation Committee in 1995.
All provisions of this Agreement which relate to the terms under which
restricted stock will be granted to Employee are subject to approval by the
Compensation Committee.  Such award shall be made under the 1988 Plan on the
terms set forth in Exhibit A.  Such award shall be further subject to the terms
of the 1988 Plan.

          D.   Notwithstanding anything contained herein to the contrary, the
Base Salary and bonuses otherwise payable to Employee shall be reduced by any
benefits paid to Employee by Employer under Employer's Sickness and Accident
Disability Plan and Long Term Disability Plan for Salaried Employees.

     7.   CONFIDENTIALITY.  Employer and its Affiliates are engaged in the
telecommunications services, information services and telecommunications support
services industries within the U.S. and world wide.  Employee acknowledges that
in the course of employment with the Employer, Employee

                                       -2-


<PAGE>

 will be entrusted with or obtain access to information proprietary to the
Employer and its Affiliates with respect to the following (all of which
information is referred to hereinafter collectively as the "Information"); the
organization and management of Employer and its Affiliates; the names,
addresses, buying habits and other special information regarding past, present
and potential customers, employees and suppliers of Employer and its Affiliates;
customer and supplier contracts and transactions or price lists of Employer, its
Affiliates and their suppliers; products, services, programs and processes sold,
licensed or developed by Employer and its Affiliates; technical data, plans and
specifications, present and/or future development projects of Employer and its
Affiliates; financial and/or marketing data respecting the conduct of the
present or future phases of business of Employer and its Affiliates; computer
programs, systems and/or software; ideas, inventions, trademarks, business
information, know-how, processes, improvements, designs, redesigns, discoveries
and developments of Employer and its Affiliates; and other information
considered confidential by any of the Employer, its Affiliates or customers or
suppliers of Employer and its Affiliates.  Employee agrees to retain the
Information in absolute confidence and not to disclose the Information to any
person or organization except as required in the performance of Employee's
duties for Employer, without the express written consent of Employer.  For
purposes of this Agreement, "Affiliate" means CBI and each direct and indirect
subsidiary of CBI.

     8.   NEW DEVELOPMENTS.  All ideas, inventions, discoveries, concepts,
trademarks, or other developments or improvements, whether patentable or not,
conceived by Employee, alone or with others, at any time during the term of
employment, whether or not during working hours or on Employer's premises, which
are within the scope of or related to the business operations of Employer or its
Affiliates or that relate to Employer or Affiliate work or project, present,
past or contemplated ("New Developments"), shall be and remain the exclusive
property of Employer.  Employee shall, do all things reasonably necessary to
ensure ownership of such New Developments by Employer, including the execution
of documents assigning and transferring to Employer, all of Employee's right,
title and interest in and to such New Developments, and the execution of all
documents required to enable Employer to file and obtain patents, trademarks and
copyrights in the United States and foreign countries on any of such New
Developments.

     9.   SURRENDER OF MATERIAL UPON TERMINATION.  Employee hereby agrees that
upon cessation of Employee's employment, for whatever reason and whether
voluntary or involuntary, Employee will immediately surrender to Employer all of
the property and other things of value in Employee's possession or in the
possession of any person or entity under Employee's control that are the
property of Employer or any of its Affiliates, including without limitation all
personal notes, drawings, manuals, documents, photographs, or the like,
including copies and derivatives thereof, relating directly or indirectly to any
confidential information or materials or New Developments, or relating directly
or indirectly to the business of Employer or any of its Affiliates.

     10.  REMEDIES. Employer and Employee hereby acknowledge and agree that the
services rendered by Employee to Employer, the information disclosed to Employee
during and by virtue of Employee's employment, and Employee's commitments and
obligations to Employer and its Affiliates

                                       -3-


<PAGE>

herein are of a special, unique and extraordinary character, and that the breach
of any provision of this Agreement will cause the non-breaching party
irreparable injury and damage, and consequently the non-breaching party shall be
entitled to, in addition to all other remedies available to it, injunctive and
equitable relief to prevent a breach of this Agreement, or any part of it, and
to secure the enforcement of this Agreement.

     11.  COVENANT NOT TO COMPETE.  During the two-year period following
termination of Employee's employment with Employer for any reason (or if this
period is unenforceable by law, then for such period as shall be enforceable)
Employee will not, without first obtaining written permission from Employer,
engage in any business offering services related to the current business of
Employer or any of its Affiliates in any capacity which requires or utilizes the
skill, training and knowledge acquired by Employee while employed by Employer,
whether such capacity be as a principal, partner, joint venturer, agent,
employee, salesman, consultant, director or officer, where such position would
involve Employee in any business activity in competition with Employer or any of
its Affiliates.  This restriction will be limited to the geographical area where
Employer or any of its Affiliates is then engaged in such competing business
activity or to such other geographical area as a court shall find reasonably
necessary to protect the goodwill and business of Employer.

          During the two-year period following termination of Employee's
employment by Employer for any reason (or if this period is unenforceable by
law, then for such period as shall be enforceable) Employee will not interfere
with or adversely affect, either directly or indirectly, Employer's or
Employer's Affiliates' relationships with any person, firm, association,
corporation or other entity which is known by Employee to be, or is included on
any listing to which Employee had access during the course of employment as a
customer, client, supplier, consultant or employee of Employer or any of its
Affiliates and that Employee will not divert or change, or attempt to divert or
change, any such relationship to the detriment of Employer or any of its
Affiliates or to the benefit of any other person, firm, association, corporation
or other entity.

          Employee will not, during or at any time after the termination of
Employee's employment with Employer, induce or seek to induce, any other
employee of Employer or any of its Affiliates to terminate such employee's
relationship with Employer or the Affiliate which employs such employee.

     12.  GOODWILL.  Employee will not intentionally disparage or act in any
manner, directly or indirectly, which may damage the business of Employer or any
of its Affiliates or which would adversely affect the goodwill, reputation, and
business relationships of Employer or any of its Affiliates with the public
generally, or with any of their customers, suppliers or employees.

     13.  TERMINATION.

          A.   (i)  Employer or Employee may terminate this Agreement upon
Employee's failure or inability to perform the services required hereunder
because of any physical or

                                       -4-


<PAGE>

mental infirmity for which Employee receives disability benefits under
Employer's Sickness and Accident Disability Benefit Plan and/or Employer's Long
Term Disability Plan for Salaried Employees as the case may be (the "Plans"),
over a period of one hundred twenty consecutive working days during any twelve
consecutive month period (a "Terminating Disability").

               (i)  If Employer or Employee elects to terminate this Agreement
in the event of a Terminating Disability, such termination shall be effective
immediately upon the giving of written notice by the terminating party to the
other.

              (ii)  Upon termination of this Agreement on account of Terminating
Disability, Employer shall pay Employee Employee's accrued Base Salary and Bonus
(subject to offset for any amounts received pursuant to the Plans), to the date
of termination. For as long as such Terminating Disability may exist, Employee
shall continue to be an employee of Employer for all other purposes and Employer
shall provide Employee with disability benefits and all other benefits according
to the provisions of the Plans and any other Employer plans in which Employee is
then participating.

             (iii)  If the parties elect not to terminate this Agreement upon an
event of a Terminating Disability and Employee returns to active employment with
Employer prior to such a termination, or if such disability exists for less than
one hundred twenty consecutive working days, the provisions of this Agreement
shall remain in full force and effect.

          B.   This Agreement terminates immediately and automatically on the
death of Employee, provided, however, that the Employee's estate shall be paid
Employee's accrued compensation hereunder, whether Base Salary and bonus, to the
date of death.

          C.   Employer may terminate this Agreement immediately in the event
that Employee is wilfully negligent in the performance of Employee's duties or
breaches Section 21 of this Agreement, or in the event of Employee's conviction
of a felony.

          D.   Employer may terminate this Agreement upon 60 days written notice
for any reason other than those set forth in Section 13(A), (B) or (C).  In the
event of a termination under this Section 13(D), Employer shall pay Employee an
amount equal to two times the Base Salary as it exists at the time of
termination or, if less, such Base Salary for the remaining term of this
Agreement and all other accrued compensation.  Notwithstanding the terms of the
Restricted Stock Award: if the termination occurs before December 31, 1997, the
restrictions on a proportionate number of 9,000 of the restricted shares awarded
Employee under Section 6(C) shall lapse based on the portion of the period from
January 1, 1995 to December 31, 1997 during which Employee was employed by
Employer; if the termination occurs in 1998 prior to December 31, 1998, the
restrictions on a proportionate number of 3,000 of the restricted shares awarded
Employee under Section 6(C) shall lapse based on the portion of the period from
January 1, 1998 to December 31, 1998 during which Employee was employed by
Employer; and if the termination occurs in 1999 prior to December 31, 1999, the
restrictions on a proportionate number of 3,000 of the restricted shares awarded
Employee

                                       -5-


<PAGE>

under Section 6(C) shall lapse based on the portion of the period from January
1, 1999 to December 31, 1999 during which Employee was employed by Employer.

          E.   If Employee resigns while employed under this Agreement and
within 90 days after a Change in Control of CBI or CBT, this Agreement shall
thereupon terminate. Employer or any successor of Employer shall pay Employee an
amount equal to 2.99 times the Base Salary as it exists at the time of
termination.  In the event of a Change in Control of CBI or CBT while Employee
is employed under this Agreement, the stock options granted Employee under
Section 6(A) shall become immediately exercisable, the restrictions applicable
to the restricted stock granted Employee under Section 6(C) shall immediately
lapse and Employee shall be entitled to receive the retiree medical benefits
then provided to similarly situated employees of CBT who retire after attaining
age sixty.  During the 90-day period following a Change in Control, Employer
shall have no right under Section 13(C) to terminate Employee without cause.  In
the case of CBI, "Change in Control" means a change in control as defined in the
1988 Plan.  In the case of CBT, "Change in Control" means a change of ownership
in which CBI ceases to own, directly or indirectly, fifty-one percent (51%) of
the voting control of CBT or a change in which substantially all of the assets
of CBT are sold to another company in which CBI does not own, directly or
indirectly, fifty-one percent (51%) of the voting control.

          F.   Upon termination of this Agreement as a result of an event of
termination described in this Section 13 and except for Employer's payment of
the required payments under this Section 13, all further compensation under this
Agreement shall terminate; provided, however, that all qualified deferred
compensation which Employee may be entitled to receive pursuant to any of
Employer's pension or profit sharing plans in which Employee may participate
during Employee's employment with Employer shall be paid pursuant to the
provisions of such plans at such times as any such amounts become payable to
Employee.  It is further understood that for purposes of this Section 13, the
term "accrued compensation" shall include all non-qualified deferred
compensation, of whatever type or form, either previously granted to Employee by
Employer or otherwise earned or received by Employee.

          G.   The termination of this Agreement shall not amend, alter or
modify the rights and obligations of the parties under Sections 7, 8, 9, 10, 11,
and 12 hereof, the terms of which shall survive the termination of this
Agreement.

     14.  ASSIGNMENT.  As this is an agreement for personal services involving a
relation of confidence and trust between Employer and Employee, all rights and
duties of Employee arising under this Agreement, and the Agreement itself, are
nonassignable by Employee.

     15.  NOTICES.  Any notice required or permitted to be given under this
Agreement shall be sufficient, if in writing, and if delivered personally or by
certified mail to Employee at Employee's place of residence as then recorded on
the books of Employer or to Employer at its principal office.

                                       -6-


<PAGE>

     16.  WAIVER.  No waiver or modification of this Agreement or the terms
contained herein shall be valid unless in writing and duly executed by the party
to be charged therewith. The waiver by any party hereto of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by such party.

     17.  GOVERNING LAW.  This Agreement shall be governed by the laws of the
State of Ohio.

     18.  ENTIRE AGREEMENT.  This Agreement contains the entire agreement of the
parties with respect to Employee's employment by Employer.  There are no other
contracts, agreements or understandings, whether oral or written, existing
between them except as contained or referred to in this Agreement.

     19.  SEVERABILITY.  In case any one or more of the provisions of this
Agreement is held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or other unenforceability shall not affect any other
provisions hereof, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provisions have never been contained herein.

     20.  SUCCESSORS AND ASSIGNS.  Subject to the requirements of Section 14
above, this Agreement shall be binding upon Employee, Employer and Employer's
successors and assigns.

     21.  CONFIDENTIALITY OF AGREEMENT TERMS.  The terms of this Agreement shall
be held in strict confidence by Employee and shall not be disclosed by Employee
to anyone other than Employee's spouse, Employee's legal counsel and Employee's
other advisors.  Further, Employee shall not discuss the terms of this Agreement
with anyone other than the President of CBT, and any other person to whom the
President of CBT has granted access to the terms of this Agreement.  Breach of
this term of the Agreement shall be grounds for dismissal with cause under
Section 13(C) of this Agreement.

                                       -7-


<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.



                                        CINCINNATI BELL TELEPHONE COMPANY



                                        By /s/ Raymond R. Clark
                                            -----------------------------------


                                        EMPLOYEE



                                        /s/ Barbara J. Stonebraker
                                        ---------------------------------------
                                        Barbara J. Stonebraker

                                       -8-





<PAGE>

                                                        EXHIBIT (10)(III)(A)(19)
                                                               TO FORM 10-K 1994

                   SEPARATION AGREEMENT AND WAIVER AND RELEASE


     Cincinnati Bell Telephone Company, an Ohio Corporation (the "Company"),
defined to include all currently related corporate entities, and Donald E.
Hoffman ("Executive"), in consideration of the mutual promises made herein,
hereby agree as follows:

     1.   SEPARATION.

          Executive shall resign from employment with the Company effective at
the close of business on May 24, 1995 (the "Employment Separation Date").

     2.   TRADE SECRETS AND NON COMPETITION.

          (a)  The Company is engaged directly, and indirectly through its
related companies, in the information services, telecommunication and marketing
support services industries within the U.S. and worldwide.  Executive
acknowledges that in the course of Executive's employment with the Company
Executive has been entrusted with or obtained access to information proprietary
to the Company, and/or any or all related companies with respect to the
following (all of which information is referred to hereinafter collectively as
the "Property"):  the organization and management of the Company and its related
companies; names, addresses, buying habits or other special information
regarding past, present
 and potential customers, employees and suppliers of the
Company and its related companies; customer and supplier contracts and
transactions or price lists of the Company, and related companies and suppliers;
products, services, programs and processes sold, licensed or developed by the
Company or its related companies; technical data, plans and specifications,
present

-------------------------
YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND
RELEASE


<PAGE>

and/or future development projects of the Company and related companies;
financial and/or marketing data respecting the conduct of the present or future
phases of business of the Company and related companies; computer programs,
systems and/or software; ideas, inventions, trademarks, business information,
know-how, processes, improvements, designs, redesigns, discoveries and
developments of the Company or its related companies; strategic knowledge of
pending acquisitions of land and/or building space; and other information
considered confidential by any of the Company, its related companies or
customers or suppliers of the Company or its related companies.

               Executive agrees that Executive will continue to retain such
proprietary information in absolute confidence and not to disclose to any person
or organization any proprietary information without the express written consent
of the Company.  Executive agrees that this Agreement does not supersede any
such preexisting obligations and that they are incorporated herein by reference.

          (b)  In consideration of the compensation to be paid Executive
pursuant to Section 5, Executive agrees that it is reasonable and necessary for
the protection of the goodwill and business of the Company that Executive make
the covenants contained in Sections 2, 3 and 4 regarding Executive's conduct
during and subsequent to Executive's employment relationship with the Company
and that the Company will suffer irreparable injury if Executive engages in
conduct prohibited under those Sections.  Executive represents that Executive
has thoroughly reviewed the terms of those covenants, including the time periods
stated therein, and that Executive's experience and/or abilities are such that
observance of such covenants will not cause Executive undue hardship nor will it
unreasonably interfere with Executive's ability to earn a livelihood.  The
covenants contained in

                                       -2-


<PAGE>

Sections 2, 3 and 4 shall each be construed as a separate agreement independent
of any other provisions of this Agreement, and the existence of any claim or
cause of action of Executive against the Company and/or its related companies,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of any of those covenants.

          (c)  Executive covenants that, for a period of two years after the
Employment Separation Date (or if this period is unenforceable by law, then for
such period as shall be enforceable), Executive will not, without first
obtaining written permission from the Company, engage in any business offering
services related to the current business of the Company in any capacity which
requires or utilizes the skill, training and knowledge acquired by Executive
while employed by the Company, whether such capacity be as a broker, principal,
partner, joint venturer, agent, employee, salesman, consultant, director or
officer, where such position would involve Executive in any business activity in
competition with the Company.  This restriction will be limited to the
geographical area of Ohio, Kentucky and Indiana or to such other geographical
area as a court shall find reasonably necessary to protect the goodwill and
business of the Company.

          (d)  Executive covenants that Executive will not, for a period of two
years after the Employment Separation Date (or if this period is unenforceable
by law, then for such period as shall be enforceable), interfere with or
adversely affect, either directly or indirectly, the Company, its employees, or
any of their related companies' relationships with any person, firm,
association, corporation or other entity which is known by Executive to be, or
is included on any listing to which Executive had access during the course of
Executive's employment, a customer, client, supplier, consultant or employee of
the Company or its related companies, and that Executive will not divert or

                                       -3-


<PAGE>

change, or attempt to divert or change, any such relationship to the detriment
of the Company or any of the related companies or to the benefit of any other
person (including himself), firm, association, corporation or other entity.

          (e)  All ideas, inventions, discoveries, concepts, trademarks, or
other developments or improvements, whether patentable or not, conceived by
Executive, alone or with others, at any time during the term of Executive's
employment, whether or not during working hours or on the Company's premises,
which are within the scope of or related to the Company's business operations or
that relate to any Company work or project, present, past or contemplated, shall
be and remain the exclusive property of the Company.

          (f)  Executive covenants that Executive shall not, during the term of
this Agreement or at any time thereafter, act in any manner, directly or
indirectly, which may damage the business of the Company or any of the related
companies or which would adversely affect the goodwill, reputation, and business
relationships of the Company or any of the related companies with the public
generally, or with any of their customers, suppliers or employees.

                                       -4-


<PAGE>

          (g)  Executive expressly acknowledges that any breach or violation of
any of the covenants made by Executive in this Section 2 will cause immediate
and irreparable injury to the Company and that in the event of a breach or
threatened or intended breach of this contract by Executive, the Company, in
addition to all other legal and equitable remedies available to it, shall be
entitled to injunctions, both preliminary and temporary, and restraining orders,
enjoining and restraining such breach or threatened or intended breach.

     3.   WAIVER AND RELEASE OF ALL CLAIMS.

          Executive, for himself and for Executive's personal representatives,
and in exchange for the consideration offered by the Company in Section 5,
hereby fully releases the Company and its related companies, and any and all of
their stockholders, directors, officers, employees, agents and representatives,
from any and all claims, liabilities, promises, contracts, suits, and attorneys'
fees, which have been or could have been asserted by Executive or on Executive's
behalf in any forum for circumstances arising prior to the date of this
Agreement.  This release includes without limitation, any and all claims of
discrimination on the basis of Executive's race, color, religion, sex, national
origin, disability, age, or ancestry, and claims based on wrongful discharge
whether based on a theory of contract, promissory estoppel, public policy or
tort.  This release specifically includes a release of all claims which could be
asserted under Section 4101.17 or Chapter 4112 of the Ohio Revised Code, Section
4113.52 of the Ohio Revised Code or any other law of the State of Ohio or any
other state, Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act of 1967, the Employee Retirement Income Security Act of 1974
("ERISA"), and the Americans with Disabilities Act of 1990 ("ADA") and such
laws' amendments.

                                       -5-


<PAGE>

     4.   CONFIDENTIALITY.

          Executive agrees that Executive will keep the terms, amount and fact
of this Agreement confidential and that Executive will not hereafter disclose
any information concerning this Agreement to anyone except Executive's immediate
family, attorney or accountant, provided that Executive instructs them to keep
said information confidential and not disclose it to others.

     5.   COMPANY'S OBLIGATIONS.

          Following the execution of this Agreement and the expiration of the
revocation period, and in consideration of Executive's obligations set forth in
Sections 4, 5 and 6 above, the Company will provide Executive with the following
severance benefits to which Executive would not be otherwise entitled:

          (a)  forty months of the age reduction otherwise applicable to
Executive under Subparagraph 3(a)(i) of Cincinnati Bell Inc. Pension Program
shall be waived and, for purposes of calculating his benefit under the Pension
Program, references to the "Pension Plan"  in Section 4 of the Pension Program
shall mean the Cincinnati Bell Management Pension Plan as in effect prior to
December 31, 1993;

          (b)  outplacement services, including an individual executive program
with job-search counseling, clerical and long-distance telephone support, office
space, skills evaluations, resume preparation and interviewing skills.
Outplacement services must commence within 60 days after the Employment
Separation Date and may not exceed a total cost of $25,000;

                                       -6-


<PAGE>

          (c)  up to $5,000 for financial counseling and/or tax consultation
services, provided Executive provides valid receipts documenting the cost and
date of services rendered, date of counseling to occur prior to December 31,
1995;

          (d)  payment of the 1994 Incentive Award, if any, payable in 1995.
Executive shall not be entitled to receive a 1995 Incentive Award;

          (e)  this Agreement shall not modify Executive's entitlement to
benefits under Cincinnati Bell Management Pension Plan and Cincinnati Bell Inc.
Retirement Savings Plan;

          (f)  with respect to any options heretofore granted to Executive under
the Company's 1988 Long Term Incentive Plan, any options which are not
exercisable by the close of business on the Employment Separation Date shall
thereupon terminate.  Executive shall not be granted any additional options;

          (g)  title of cellular equipment in Executive's personal vehicle will
be transferred to Executive and Executive will assume responsibility for any and
all charges relating to such equipment after the Employment Separation Date; and

          (h)  to the extent that the Company is providing indemnification to
the Executive on the day preceding the Employment Separation Date (through
insurance or otherwise) for the Executive's acts and omissions as an officer of
the Company, the Company shall continue to provide such indemnification on and
after the Employment Separation Date for any acts or omissions occurring prior
to the Employment Separation Date.

                                      * * *

                                       -7-


<PAGE>

All payments to Executive under this Agreement shall be subject to applicable
Federal, state and local tax withholding.

     6.   SEVERABILITY.

          Each of the terms and covenants of this Agreement shall be
independently enforceable and should any term or covenant of this Agreement be
ruled invalid in any court, such provision shall be deemed severable so that
such ruling shall not invalidate the entire contract and the remaining
provisions shall not be affected thereby.

     7.   TERMINATION.

          This Agreement may be terminated:

          (a)  upon the mutual agreement of both parties; or

          (b)  by the Company, upon two weeks' written notice of such
termination, for cause if there occurs a material breach by Executive, which
continues for 10 days after written notice thereof to Executive from the
Company, of any of the covenants and agreements made by Executive under this
Agreement or any acts or omissions by Executive resulting in serious harm or
injury to the reputation, assets or business of the Company or its related
companies.

                                       -8-


<PAGE>

          Regardless of the basis for termination of this Agreement, Executive
acknowledges that the covenants contained in Sections 2, 3 and 4 shall survive
the termination of this Agreement.

     8.   ASSIGNMENT.

          This Agreement may not be assigned in whole or in part by Executive.
In the event the Company merges or consolidates with or sells or transfers
substantially all of its assets to any other person, firm or corporation, the
Company may, at its option, assign its rights and duties under this Agreement to
such party and such party may, at its option, assume the obligations of the
Company under this Agreement, and upon such assignment and assumption, the
Company's obligations under this Agreement to Executive shall terminate.

     9.   NOTICE.

          Except as otherwise provided herein, all notices required or permitted
to be given hereunder shall be in writing and shall be deemed to have been duly
given and be effective when delivered by hand or when deposited in the U.S.
mail, prepaid, for certified or registered delivery, or prepaid telegram, to the
following address (or to such other address as any of the following may from
time to time designate by notice given in the manner herein provided):

                    To the Company:

                    Raymond R. Clark
                    President
                    Cincinnati Bell Telephone Company
                    201 East Fourth Street
                    Cincinnati, Ohio  45202

                                       -9-


<PAGE>

                    To Executive:

                    Donald E. Hoffman

                    132 Wyoming Ave
                    ------------------------------
                    Cincinnati, Oh 45215
                    ------------------------------

     10.  GENERAL

          (a)  Executive agrees that in making this Agreement, the Company is
not admitting the violation of any law or any of Executive's rights, but does so
solely for the purpose of settling all matters between them.

          (b)  This Agreement contains the entire agreement between the parties
and may only be modified by a subsequent written agreement signed by the same
parties.

          (c)  Executive admits that the terms of this Agreement have been
explained to Executive, that Executive has had the opportunity and written
advice to consult with any attorney or other advisor of Executive's choice and
voluntarily has decided to give up all rights to make any claim against the
Company.  Executive states and admits that in executing this Agreement Executive
does not rely, and has not relied, upon any other representation or statement
made by the Company or by any of its agents, representatives or attorneys with
regard to this Agreement.

          (d)  Executive acknowledges that Executive has reviewed the terms of
this Agreement, that Executive has had the opportunity to consult with an
attorney, and that Executive voluntarily has decided to enter into this
Agreement.  Executive acknowledges that Executive was afforded a period of at
least 45 days within which to consider this Agreement before Executive signed

                                      -10-


<PAGE>

it, but knowingly and voluntarily and without coercion, and upon advice of
counsel, chose to sign this Agreement before the expiration of the 45-day
period.  Executive may revoke this Agreement by giving written notice to the
Company within 7 days after execution of this Agreement.  Unless so revoked,
this Agreement shall become effective and enforceable on the 8th day after it is
executed by Executive.

          (e)  This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio.

          (f)  No waiver with respect to any provision of this Agreement shall
be effective unless in writing.  The waiver by either party hereto of a breach
of any provision of this Agreement by the other shall not operate or be
construed as a waiver of any other or subsequent breach.

          (g)  This Agreement shall be binding upon and inure to the benefit of
the Company, its successors and assigns, and Executive, Executive's heirs and
personal representatives.

     IN WITNESS WHEREOF, the Company has caused its name to be subscribed and
Executive has subscribed his name on the 21st  day of December, 1994.


Witness:                                CINCINNATI BELL TELEPHONE COMPANY



/s/Leslie P. Maloney                    By /s/Raymond R. Clark
------------------------------          ------------------------------


/s/Sandra J. Cole                       /s/Donald E. Hoffman
------------------------------          ------------------------------
                                        Donald E. Hoffman

                                      -11-




<PAGE>

                                                      Exhibit 10(iii)(A)(20)(ii)
                                                               to Form 10-K 1994

                                  AMENDMENT TO
                              CINCINNATI BELL INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



     The Cincinnati Bell Inc. Executive Deferred Compensation Plan (the "Plan")
is hereby amended effective January 1, 1994 in the following respects:

     1.   Section 3.4.1 of the Plan is amended in its entirety to read as
follows:

               3.4.1  To the extent that the Key Employee's aggregate non-
     deferred Basic Salary and Cash Awards for the calendar year through
     the Deferral Date are not in excess of $150,000, the Company match to
     be credited to such Key Employee's Company Matching Account on the
     Deferral Date shall be 4% of the Basic Salary and Cash Awards deferred
     on the Deferral Date (or such other percentage as may be prescribed by
     the Committee).

     2.   Section 3.4.2 of the Plan is amended in its entirety to read as
follows:

               3.4.2  To the extent that the Key Employee's aggregate non-
     deferred Basic Salary and Cash Awards for the calendar year though the
     Deferral Date exceed $150,000, the Company match to be credited to
     such Key Employee's Company Matching Account on the Deferral Date
     shall be the lesser of (a) 66-2/3% of the Basic Salary and Cash Award
     deferred on the Deferral Date (or such other percentage as may be
     prescribed by the Committee)
 or (b) 4% of that portion of the Key
     Employee's Basic Salary and Cash Award paid or deferred on the
     Deferral Date (or such other percentage as may be prescribed by the
     Committee).

     IN WITNESS WHEREOF, Cincinnati Bell Inc. has caused its name to be
subscribed on this 12th day of December, 1994.


                                        Cincinnati Bell Inc.


                                        by /s/James D. Kiggen
                                           ------------------------------------




<PAGE>

                                                               Exhibit 11
                                                                   to
                                                           Form 10-K for 1994


<TABLE>
<CAPTION>

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


                                                       1994         1993         1992
                                                    ---------    ---------    ---------

<S>                                                  <C>         <C>           <C>
Income (loss) before extraordinary charges . .       $75,557      $(56,795)    $38,937
Extraordinary charges, net of income
 tax benefit . . . . . . . . . . . . . . . . .             -             -      (3,690)
Cumulative effect of accounting change . . . .        (2,925)            -           -
                                                     -------      --------     -------

Net income (loss). . . . . . . . . . . . . . .       $72,632      $(56,795)    $35,247
Preferred dividend requirements. . . . . . . .             -         2,248       4,350
                                                     -------      --------     -------

Income (loss) applicable to common shares. . .       $72,632      $(59,043)    $30,897
                                                     -------      --------     -------
                                                     -------      --------     -------

Weighted average number of common
 shares outstanding. . . . . . . . . . . . . .        65,443        63,296      61,914

Common share conversions applicable to
 common share options. . . . . . . . . . . . .             9            74          41
                                                     -------      --------     -------

Total number of shares for computing
 primary earnings (loss) per share . . . . . .        65,452        63,370      61,955

Average contingent issues of common shares
 from convertible preferred shares . . . . . .             -         1,531       3,158
                                                     -------      --------     -------

Total number of shares for computing
  fully diluted earnings (loss) per share. . .        65,452        64,901      65,113
                                                     -------      --------     -------
                                                     -------      --------     -------


Earnings (Loss) per Common Share

 As Reported
    Income (loss) before extraordinary charges        $ 1.15        $ (.93)     $  .56
    Extraordinary charges. . . . . . . . . . .             -             -        (.06)
    Accounting change. . . . . . . . . . . . .          (.04)            -           -
                                                      ------        ------      ------
    Net income (loss). . . . . . . . . . . . .        $ 1.11        $ (.93)     $  .50
                                                      ------        ------      ------
                                                      ------        ------      ------

 Primary
    Income (loss) before extraordinary charges        $ 1.15        $ (.93)     $  .56
    Extraordinary charges. . . . . . . . . . .             -             -        (.06)
    Accounting change. . . . . . . . . . . . .          (.04)            -           -
                                                      ------        ------      ------
    Net income (loss). . . . . . . . . . . . .        $ 1.11
        $ (.93)     $  .50
                                                      ------        ------      ------
                                                      ------        ------      ------

 Fully Diluted
    Income (loss) before extraordinary charges        $ 1.15        $ (.88)     $  .60
    Extraordinary charges. . . . . . . . . . .             -             -        (.06)
    Accounting change. . . . . . . . . . . . .          (.04)            -           -
                                                      ------        ------      ------
    Net income (loss). . . . . . . . . . . . .        $ 1.11        $ (.88)     $  .54
                                                      ------        ------      ------
                                                      ------        ------      ------
</TABLE>



Earnings (loss) per share amounts for the years ended December 31, 1994, 1993
and 1992 as reported in the Consolidated Statements of Income are based on the
weighted average number of common shares outstanding for the respective periods.
Primary and fully diluted earnings (loss) per share amounts are not shown in the
Consolidated Statements of Income as they differ from the reported earnings
(loss) per share amounts by less than three percent or are antidilutive.





<PAGE>


                                                                 Exhibit 12
                                                                     to
                                                             Form 10-K for 1994


<TABLE>
<CAPTION>

                              CINCINNATI BELL INC.
               COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED
                         CHARGES AND PREFERRED DIVIDENDS

                                                                                 (Thousands of Dollars)
                                                               ---------------------------------------------------------

                                                                 1994         1993        1992        1991        1990
                                                                 ----         ----        ----        ----        ----
<S>
                                                               <C>         <C>          <C>         <C>         <C>
1. Earnings

   (a) Income (loss) before Income Taxes, adjusted for
         undistributed income and losses from partnerships .   $118,910    $(53,789)    $ 55,580    $ 68,734    $137,226
   (b) Interest Expense. . . . . . . . . . . . . . . . . . .     49,546       45,760      46,158      52,839      45,254
   (c) One-third of Rental Expense . . . . . . . . . . . . .     23,892       23,665      22,521      20,820      17,425
                                                               --------     --------    --------    --------    --------

       . . . . . . . . . . . . . . . . . . . . . . . . . . .   $192,348     $ 15,636    $124,259    $142,393    $199,905
                                                               --------     --------    --------    --------    --------
                                                               --------     --------    --------    --------    --------
2. Fixed Charges

   (a) Interest Expense. . . . . . . . . . . . . . . . . . .   $ 49,546     $ 45,760    $ 46,158    $ 52,839    $ 45,254
   (b) Preferred Dividends . . . . . . . . . . . . . . . . .          -        3,458       6,591       6,591       6,591
   (c) One-third of Rental Expense . . . . . . . . . . . . .     23,892       23,665      22,521      20,820      17,425
                                                               --------     --------    --------    --------    --------

                                                               $ 73,438     $ 72,883    $ 75,270    $ 80,250    $ 69,270
                                                               --------     --------    --------    --------    --------
                                                               --------     --------    --------    --------    --------

3. Ratio of Earnings to Combined Fixed Charges and
     Preferred Dividends (1 dividend by 2) . . . . . . . . .       2.62        N/M          1.65        1.77        2.89



<FN>

N/M - Not meaningful as earnings are inadequate to cover the fixed charges by
      $57,247.

</TABLE>







<PAGE>

                                                                Exhibit 13
                                                           To Form 10-K for 1994


<TABLE>
<CAPTION>

SELECTED FINANCIAL AND OPERATING DATA                   CINCINNATI BELL INC.


Thousands of Dollars
Except Per Share Amounts                             1994         1993          1992        1991         1990         1989
-----------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>          <C>          <C>          <C>          <C>
RESULTS OF OPERATIONS
Revenues                                          $1,228,223   $1,089,637   $1,101,448   $1,064,687   $  996,025   $  887,081

Costs and expenses excluding special charges       1,057,136    1,006,740      999,713      936,832      822,547      728,451
                                                  ----------   ----------   ----------   ----------   ----------   ----------

Operating income excluding special charges           171,087       82,897      101,735      127,855      173,478      158,630


Special charges (a)                                    5,673      101,630       10,545        9,991            -            -
                                                  ----------   ----------   ----------   ----------   ----------   ----------

Operating income (loss)                              165,414      (18,733)      91,190      117,864      173,478      158,630

Other income (expense) - net                           1,727        9,405       10,947        4,250        8,157        5,168

Interest expense                                      49,546       45,760       46,158       52,839       45,254       31,394
                                                  ----------   ----------   ----------   ----------   ----------   ----------

Income (loss) before income taxes, extraordinary
  charges and accounting change                      117,595      (55,088)      55,979       69,275      136,381      132,404

Income taxes                                          42,038        1,707       17,042       26,565       45,387       38,045
                                                  ----------   ----------   ----------   ----------   ----------   ----------

Income (loss) before extraordinary charges            75,557      (56,795)      38,937       42,710       90,994       94,359
  and accounting change

Extraordinary charges, net of income
  tax benefit                                              -            -       (3,690)           -            -            -

Accounting change-cumulative effect to
  January  1,  1994                                   (2,925)           -            -            -            -            -
                                                  ----------   ----------   ----------   ----------   ----------   ----------

Net income (loss)                                     72,632      (56,795)      35,247       42,710       90,994       94,359

Preferred dividend requirements                            -        2,248        4,350        4,350        4,350        4,350
                                                  ----------   ----------   ----------   ----------   ----------   ----------

Income (loss) applicable to common shares
         $   72,632   $  (59,043)  $   30,897   $   38,360   $   86,644      $90,009
                                                  ----------   ----------   ----------   ----------   ----------   ----------

Earnings (loss) per common share                  $     1.11   $     (.93)  $      .50   $      .63   $     1.44   $     1.50
                                                  ----------   ----------   ----------   ----------   ----------   ----------

Dividends  declared per common share              $      .80   $      .80  $       .80         $.80   $      .76   $      .68

Weighted average number of common
  shares outstanding (000)                            65,443       63,296       61,914       61,334       60,282       59,993

Operating margin                                       13.5%       (1.7)%         8.3%        11.1%        17.4%        17.9%

After-tax profit margin                                 5.9%       (5.2)%         3.2%         4.0%         9.1%        10.6%

Effective tax rate                                     35.7%        3.1 %        30.4%        38.3%        33.3%        28.7%


-----------------------------------------------------------------------------------------------------------------------------
FINANCIAL POSITION
Total assets                                      $1,723,448   $1,664,090   $1,632,521   $1,743,134   $1,656,426   $1,393,329

Long-term debt                                    $  528,255   $  522,888   $  350,069   $  445,237   $  437,038   $  362,182

Total debt                                        $  596,944   $  634,917   $  543,031   $  618,077   $  577,205   $  435,773

Preferred shares subject to
  mandatory redemption                            $        -   $        -   $   60,000   $   60,000   $   60,000   $   60,000

Common shareowners' equity                           552,402      515,615      568,883      581,594      578,610      516,114


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


<PAGE>

<CAPTION>

OTHER DATA
Total capital additions
  (including acquisitions)                        $  156,174   $  235,411   $  140,056   $  193,348  $   284,335   $  202,532

Telephone plant construction                      $  112,755   $  111,595   $   94,956   $  115,931  $   127,690   $  142,871

Ratio of earnings to combined fixed
  charges and preferred dividends (b)                   2.62       (c)            1.65         1.77         2.89         3.45

Access minutes of use (000)
  Interstate                                       2,336,493    2,132,281    1,985,239    1,852,207    1,788,449    1,685,110
  Intrastate                                         931,570      887,769      836,018      793,037      782,679      720,301

Network access lines in service                      877,000      848,000      827,000      808,000      800,000      781,000

CBT employees                                          3,300        3,400        3,700        3,800        4,200        4,300

Network access lines per CBT employee                    266          249          224          213          190          182


Market price per share
  High                                            $   20.125   $   24.375   $   20.875   $   25.375  $    27.875    $  35.000
  Low                                             $   15.375   $   16.125   $   15.375   $   17.875  $    18.625    $  20.000
  Close                                           $   17.000   $   18.000   $   17.125   $   19.375  $    23.250    $  27.250






<FN>

 (a)For special charges see Notes 2, 6 and 20 of Notes to Financial Statements.

 (b)For the purpose of this ratio: (i) Earnings have been calculated by adding
    to income before income taxes, extraordinary charges and accounting change,
    adjusted for undistributed income and losses of partnerships, the amount of
    interest expense and the portion of rentals representative of the interest
    factor; (ii) Fixed charges comprise total interest expense, such portion of
    rentals representative of the interest factor and preferred dividend
    requirements.

 (c)Earnings before income taxes were inadequate to cover fixed charges by
    $57,247 for the year ended December 31, 1993.

</TABLE>




<PAGE>


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

Cincinnati Bell Inc. (the Company) is a holding company whose principal
subsidiaries are divided into three industry segments.  The telephone
operations segment, Cincinnati Bell Telephone (CBT), provides
telecommunications services and products, mainly local service, network
access and toll telephone services. The information systems segment,
Cincinnati Bell Information Systems (CBIS), provides data processing services
and software development services through long-term contracts for
telecommunications and general business needs.  The marketing services
segment, MATRIXX Marketing (MATRIXX), provides telephone marketing, research,
fulfillment and database services.  The operations of the Company's long
distance re-selling, directory services, and equipment supply businesses are
included with corporate operations in the Other category within the following
discussion.

The following discussion should be read in conjunction with the consolidated
financial statements and the accompanying notes.

RESULTS OF OPERATIONS
---------------------

OVERVIEW

The Company's consolidated net income was $72.6 million for 1994 compared
with a net loss of $56.8 million in 1993 and net income of $35.2 million in
1992.  The 1994 earnings per common share were $1.11 compared to a loss per
common share of $.93 in 1993 and earnings per common share of $.50 in 1992.

Results in 1994 included an after-tax charge of $6.6 million or $.10 per
common share for special charges and a change in accounting for the adoption
of Statement of Financial Accounting Standards (SFAS) 112 for postemployment
benefits.  The 1993 results included $102 million of special charges in the
information systems segment for the disposal of CBIS Federal and other non-
strategic businesses as well as the restructuring of the remaining CBIS
operations.  These charges reduced 1993 net income by approximately $88
million or $1.39 per common share (see Note 2 of Notes to Financial
Statements). Results


<PAGE>

in 1993 also included an after-tax gain of $6.5 million
or $.10 per common share from the sale of CBT's residential equipment leasing
and PhoneCenter store businesses.

Revenues grew to $1,228.2 million in 1994 from $1,089.6 million in 1993.
This represents an increase of 13% compared with a decrease of 1% in 1993.
Several factors affected the 1994 revenues.  Telephone operations revenues
increased primarily as the result of record growth in access lines and a new
Ohio rate plan.  Information systems revenues increased in data processing
and professional and consulting fees from a growing cellular market.
Marketing services revenues increased significantly because of the
acquisition of WATS Marketing (WATS) in November 1993 combined with strong
internal growth.  The increases were offset by the absence of revenues in
1994 from businesses that were sold or closed.

The decrease in revenues in 1993 was caused primarily by CBT's sale of its
residential equipment leasing and PhoneCenter store businesses to AT&T in
February 1993 and CBIS's completion of the Nippon Telegraph and Telephone
(NTT) project in 1992.

Costs and expenses were $1,062.8 million in 1994 up nearly 6% from
approximately $1,007 million in 1993 after excluding $102 million of special
charges. Telephone depreciation expenses increased in 1994 as a result of
changes in regulatory prescribed rates.  In addition, higher right-to-use
fees for advanced intelligent network software upgrades, the effect of a
vacation policy change in 1993 and higher postretirement costs contributed to
increases in costs in 1994. Information systems costs and expenses increased
correspondingly with the growth in its revenues from the cellular market.
Marketing services costs and expenses increased principally because of the
inclusion of WATS for a full year and increased activity.

The increase in costs and expenses in 1993 was directly attributed to $102
million of special charges in information systems for the disposal of CBIS
Federal and other non-strategic businesses and the restructuring of CBIS
operations.

Disposal and Restructuring of CBIS Operations

During 1994, the Company substantially completed its disposal and
restructuring plan related to CBIS by selling CBIS Federal and other
businesses, closing of its foreign data


<PAGE>

center, eliminating unprofitable domestic and international activities and
restructuring the remaining CBIS operations.  The 1994 operating results of
the businesses to be sold or closed were charged to the disposal and
restructuring reserve; therefore, the revenues and costs and expenses of
these businesses were not included in the 1994 reported amounts.  See Note 2
of Notes to Financial Statements for additional information.

TELEPHONE OPERATIONS


<TABLE>
<CAPTION>
                                            Change                       Change
                                           94 vs 93                     93 vs 92
                                         --------------              --------------
(In millions)          1994     1993     Amount     %      1992       Amount     %
                      ------   ------    ------    ----   ------     -------    ---
<S>                   <C>      <C>       <C>       <C>    <C>        <C>        <C>
Revenues
  Local service       $329.3   $304.1    $ 25.2       8   $293.4      $ 10.7      4
  Network access       141.0    131.9       9.1       7    138.8        (6.9)    (5)
  Long distance         37.2     41.4      (4.2)    (10)    33.2         8.2     25
  Other                 92.2     98.1      (5.9)     (6)   128.9       (30.8)   (24)
                      ------   ------    ------     ---   ------      ------    ---
    Total             $599.7   $575.5    $ 24.2       4   $594.3      $(18.8)    (3)

Costs and expenses    $500.2   $481.9    $ 18.3       4   $506.2      $(24.3)    (5)

Access lines (000)       877      848        29     3.4      827          21    2.5

Minutes of use
 (millions)
  Interstate           2,336    2,132       204      10    1,985         147      7
  Intrastate             932      888        44       5      836          52      6
</TABLE>


Record growth in access lines and a new Ohio rate plan in May 1994 accounted
for $14.7 million of the increase in local service revenues in 1994.
Revenues were also higher by $9.3 million as a result of sales of enhanced
custom calling services and central office features and usage of directory
assistance and public telephone services.

Local service revenues increased in 1993 from growth in access lines
resulting in higher revenues of $5.2 million.  In addition, sales of enhanced
custom calling services and


<PAGE>

central office features and usage of directory assistance, and public
telephone and other services accounted for an increase of $5.5 million.

The increase in interstate network access revenues in 1994 was primarily
attributable to the effect of a $6.6 million reduction in 1993 revenues
resulting from orders of the Federal Communications Commission (FCC).  The
FCC orders involved overearnings complaints against CBT for the 1987-1988
monitoring period.  The orders have been appealed to the U. S. Court of
Appeals and a hearing is expected in 1995.  In addition, higher minutes of
use and lower support payments to the National Exchange Carrier Association
(NECA) accounted for $5.5 million of the increase.  Partially offsetting the
increases were $2.6 million in lower intrastate access revenues from a
reduction in the Ohio carrier common line rate and independent company
settlements.

The decrease in network access revenues in 1993 was primarily the result of
the $6.6 million reduction recorded from the FCC orders.  Reductions in local
transport, switching, Ohio carrier common line rates in July 1992 and 1993,
and lower independent company settlement revenues resulted in $5.8 million of
lower interstate and intrastate access revenues in 1993.  Partially
offsetting the decreases were $5.5 million in additional interstate access
revenues resulting from increased minutes of use, lower support payments to
NECA and increases in multi-line rates.

Long distance revenues declined $4.2 million in 1994 because of lower
settlement revenues from independent companies, the effect of a favorable
retroactive interexchange carrier adjustment in February 1993 and an
interstate message toll rate reduction in January 1994. Higher settlements
and increased intraLATA message toll revenues were the principal reasons for
the increase of $8.2 million in long distance revenues in 1993.

Other revenues were lower in 1994 by $10.3 million because CBT discontinued
its business telecommunications equipment leasing business in late 1993 and
sold its residential equipment leasing and PhoneCenter store businesses in
the first quarter 1993.  These actions were the result of decisions by CBT
management to pursue opportunities that had the potential to achieve higher
returns for its available resources in fields other than equipment leasing
and sales.  The decrease was partially offset by $2.2 million of higher



<PAGE>

sales and marketing commissions and maintenance contract revenues and $1.2
million in lower provisions for uncollectible accounts.

The primary reason for the decrease in other revenues in 1993 was the sale of
CBT's residential equipment leasing and PhoneCenter store operations.  These
businesses were responsible for approximately $24 million of the decrease in
revenues.  Billing and collection revenues decreased $9 million primarily
from a lower volume of business.  Revenues also decreased $4.5 million
because of CBT discontinuing its business telecommunications leasing business
in late 1993 and lower sales and marketing commission revenues.  Partially
offsetting the decreases were revenue increases of $4.2 million from the
offering of new services, maintenance contracts and sales of used equipment.

Costs and expenses increased $18.3 million in 1994.  Right-to-use fees for
advanced intelligent network software upgrades increased $3.5 million.
Postretirement benefit costs increased $4.5 million primarily from expensing
1993 costs which were deferred with regulatory approval (see Note 20 of Notes
to Financial Statements).  Expenses were $5.2 million higher in 1994 because
of a 1993 change in vacation policy which resulted in a one-time expense
reduction. Other increases were from upgrading systems and costs associated
with re- engineering CBT's processes.  Depreciation and amortization expense
increased $11.4 million in 1994, with $9.7 million resulting from
depreciation rate represcriptions by the Federal and Kentucky authorities
effective January 1, 1994, and the Public Utilities Commission of Ohio (PUCO)
effective July 1, 1994.

In November 1994, CBT presented a separation offer to 18 of its senior
managers, 12 of whom accepted the offer.  Costs of $3.6 million related to
the offer were recorded in the fourth quarter 1994 and were included in
special charges in the income statement.

Partially offsetting the increases in costs and expenses was a $7.4 million
reduction because of businesses sold and discontinued and $3.7 million
resulting from lower software costs.

Cost and expenses decreased $24.3 million in 1993 from 1992.  Employee costs
were $14.4 million lower primarily from workforce reductions and a change in
vacation policy, which


<PAGE>

accounted for $6.2 million of the decrease.  The sale of the
residential equipment leasing and PhoneCenter store businesses resulted in
expenses being $5.8 million lower in 1993.  Additionally, there were
decreases of $5.4 million in supplies and expensed purchases of equipment
from cost containment efforts, lower property taxes and the effect of a 1992
telephone plant depreciation reserve deficiency adjustment.  Partially
offsetting the decreases was $4.3 million of higher postretirement benefit
costs as a result of the adoption in 1993 of SFAS 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions."

INFORMATION SYSTEMS


<TABLE>
<CAPTION>
                                              Change                     Change
                                             94 vs 93                   93 vs 92
                                          --------------             -------------
(In millions)            1994     1993     Amount    %       1992    Amount     %
                        ------   ------   --------   ---    ------   -------    ---
<S>                     <C>      <C>      <C>        <C>    <C>      <C>        <C>
Revenues                $343.8   $356.6   $ (12.8)    (4)   $386.6   $(30.0)     (8)

Costs and expenses      $316.7   $481.2   $(164.5)   (34)   $398.4   $ 82.8      21
</TABLE>


Revenues increased about 20% in 1994 when compared to 1993 after excluding
1993 amounts related to operations sold or closed.  Revenues for these
operations in 1993 were $67.4 million.  The strong revenue growth was
primarily the result of higher data processing and professional services
provided to the cellular industry and professional service contracts with
international clients for development of telecommunication solutions.  CBIS
maintained its strong presence in the cellular market when it announced in
August 1994 a major contract renewal through 1999 with McCaw Cellular
Communications, Inc.  With the growing cellular market, the contract is
expected to generate revenues in excess of $600 million. In addition, CBIS
had several other smaller contracts that were renewed in 1994.

The decrease in revenues in 1993 compared to 1992 was primarily in
professional and consulting services as a result of the completion of the NTT
project in 1992 causing a reduction of $21 million and a decision in late
1992 by the Internal Revenue Service (IRS) not to renew a data processing
support contract which resulted in lower revenues of $28 million.  The
decreases were partially offset by higher revenues of $19.1 million from
international clients and data processing services for cellular clients.


<PAGE>

Costs and expenses increased 9% in 1994 compared to 1993 after excluding
$88.6 million of 1993 expenses related to operations sold or closed and $102
million in special charges.  The special charges included the expected loss
on the sale of CBIS Federal operations of $71.2 million of which $63 million
was for the write-down of goodwill.  Special charges also included lease
termination costs of $8.3 million, future operating losses during the
disposal period of $13.3 million, write-down of assets of $3 million, and
employee termination costs of $6.2 million.  Also in 1993, CBIS recorded $17
million of additional amortization of capitalized software costs to reflect
net realizable value. These decreases were partially offset by increased
production costs of $28 million to support cellular and wireline billing
clients.  In addition, international contract costs increased $23 million
including a provision as a result of CBIS cost estimates exceeding expected
revenues on certain long-term contracts.

The increase in costs and expenses in 1993 compared to 1992 was directly
attributed to the special charges and additional amortization of capitalized
software costs.  Other increases were from product development costs of $15.6
million and costs to withdraw from certain unprofitable international
contracts and products of $5.1 million.  Partially offsetting these increases
were $22.1 million in lower expenses due to the completion of the NTT project
and $18.6 million in reduced expenses because of the IRS contract.

In 1994 CBIS completed the sale of CBIS Federal and other businesses as well
as the closures of certain operations included in the 1993 special charges.
The sales and closures were completed within the estimated amounts contained
in the special charges and did not result in any additional charges.

MARKETING SERVICES


<TABLE>
<CAPTION>
                                             Change                    Change
                                            94 vs 93                  93 vs 92
                                         -------------              --------------
(In millions)           1994    1993     Amount     %       1992    Amount      %
                       ------  ------    ------    ---     ------   ------     ----
<S>                    <C>     <C>       <C>       <C>     <C>      <C>        <C>
Revenues               $226.1  $108.2    $117.9    109     $ 88.2   $ 20.0      23

Costs and expenses     $203.5  $106.2    $ 97.3     92     $ 87.5   $ 18.7      21
</TABLE>



<PAGE>

The acquisition of WATS in late 1993 by MATRIXX accounted for a significant
amount of the 1994 increase in revenues.  Revenues in 1994 would have
increased about 20% if WATS had been part of MATRIXX throughout 1993.  The
growth was from broad based business volumes in the outbound, inbound,
business and custom service divisions.  The contract with
DIRECTV-Registered Trademark- was a significant contributor to MATRIXX's
results in the fourth quarter of 1994 and is expected to contribute to
MATRIXX's operating results in 1995.

In 1993, $11.9 million of the revenue increase was the result of including
the revenues  of WATS.  In addition, increases of $24.2 million resulted from
increased business volume in the outbound, inbound and business divisions.
The increases were partially offset by a decrease of $16.1 million
principally caused from the completion of a major telephone marketing
contract at the end of 1992.

Costs and expenses increased in 1994 from the inclusion of WATS for a full
year and from higher costs of providing services associated with increased
revenues. Costs and expenses would have increased only 14% if WATS had been a
part of MATRIXX throughout 1993.  Revenues growing at a higher rate than
costs and expenses was a strong indicator of cost management efforts.  The
increased costs and expenses came primarily from workforce additions and long
distance telephone costs.  MATRIXX's international division improved results
modestly but yet to reach break-even.  MATRIXX continues to expect improving
results from this division as the European economy improves and outsourcing
emerges overseas as it has in the United States.  Amortization of goodwill
related to WATS increased cost and expenses by $2.3 million.

WATS accounted for $8.2 million of the increase in costs and expenses in 1993
over 1992.  Higher costs of providing services associated with increased
revenues amounted to $10.5 million.


<TABLE>
<CAPTION>

OTHER

                                           Change                    Change
                                          94 vs 93                  93 vs 92
                                      --------------               ------------
(In millions)          1994    1993    Amount     %      1992      Amount    %
                      ------  ------  --------   ---    ------     -------  ---
<S>                   <C>     <C>     <C>        <C>    <C>        <C>      <C>
Revenues              $129.6  $124.4   $  5.2     4     $120.6     $  3.8    3

Costs and expenses    $117.5  $118.3   $  (.8)   (1)    $110.4     $  7.9    7
</TABLE>



<PAGE>

Revenues of the Company's long distance re-selling business increased $5
million in 1994 primarily from an increased customer base, higher usage
levels, its 800- service and paging and voicemail services.  Revenues of the
directory and the equipment supply businesses were comparable with 1993
amounts.

Revenues of the long distance reselling business increased $8.8 million in
1993 principally from expansion into new market areas and additional product
offerings.  Offsetting the increases were decreases of $5 million in the
directory and equipment supply businesses as a result of lower revenue from
advertising and equipment sales.

The decrease in costs and expenses in 1994 was caused primarily by a decrease
in directory expenses and the effect in 1993 of a $3 million provision for
inventory loss in the equipment supply business.  Partially offsetting the
decreases were increases in costs associated with the growth in the long
distance re-selling business and a $4.1 million charge for curtailment losses
for the Company's non-qualified pension program included in the special
charges line of the income statement (see Note 6 of Notes to Financial
Statements).

Expenses in 1993 included a $3 million provision for inventory loss on used
telecommunications and computer equipment in the equipment supply business.
The provision was the result of management's evaluation of the marketability
of the inventories in light of market conditions and management plans at the
time.  The long distance re-selling business had increased costs of providing
services from revenue growth.

OTHER INCOME (EXPENSE) - NET

The 1993 results include a $9.8 million gain from the sale of CBT's
residential equipment leasing and PhoneCenter stores partially offset by a
$4.2 million provision for a loss related to an investment in and loans to an
international distributor of CBIS products and



<PAGE>

services.  The charge was recorded after management reviewed the results and
forecasts of the distributor and concluded that recovery was no longer
possible.  Results for 1992 include a $4.9 million gain recognized for an
amendment to CBT's marketing agency relationship with AT&T, $1.2 million of
interest income from IRS tax refunds and $1.6 million more of interest
charged construction than in 1993.

INTEREST EXPENSE

Refinancing short-term debt in late 1993 with long-term debt at higher
interest rates to reduce exposure to increases in short-term rates and an
increase in average total debt caused an increase in interest expense in
1994.  In 1993 CBT recorded $4.2 million of interest charges related to FCC
orders to refund interstate access revenues.

Declining short-term interest rates and the effect of long-term refinancing
activities in 1992 to take advantage of lower interest rates caused a
decrease of $4.6 million in 1993. Mostly offsetting the decrease was $4.2
million in interest expense which CBT recorded relating to FCC orders.

Interest expense related to the Company's swap agreement was $4.5 million,
$4.2 million and $3.8 million in 1994, 1993 and 1992, respectively.  Interest
expense for the agreement will continue to increase as interest is accrued on
the principal as well as on unpaid interest costs.  The accrued interest on
the French franc loan segment of the swap is 129 million French francs or
$23.5 million at December 31, 1994.  To date, the Company has decided not to
hedge the currency risk associated with the accrued interest because the
financial risk is immaterial to the Company's financial position.  The swap
agreement increased the Company's weighted average interest rate from 7.4% to
8.2% in 1994, from 6.8% to 7.6% in 1993 and from 7.3% to 8.0% in 1992.  See
Note 13 of Notes to Financial Statements for additional information.

The Company's average total debt outstanding increased $59 million from $542
million in 1993 to $601 million in 1994 principally from the issuance of
long- term debt in late 1993. The average total debt outstanding in 1992 was
$568 million.



<PAGE>

INCOME TAXES

The Company's effective tax rate for 1994 was 35.7% compared to 3.1% for 1993
and 30.4% for 1992.

Higher 1994 income before taxes was the principal reason for the increase in
income taxes in 1994.  The decrease in 1993 was principally the result of
lower income before taxes.  The decision to sell CBIS Federal resulted in
losses of $63 million which did not create income tax benefits.

ACCOUNTING CHANGE

In 1994 the Company adopted SFAS 112, "Employers' Accounting for
Postemployment Benefits." See Note 8 of Notes to Financial Statements for
additional information.

FINANCIAL CONDITION
--------------------

Return to Shareowners

Management's overall objective is to maximize shareowner value.  One of the
most important measuring tools in evaluating management's success is the
utilization of the Company's financial resources.

Capital Investment, Resources And Liquidity

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

Cash provided by operating activities, which is the Company's primary source
of liquidity, was $271.3 million in 1994, an increase of $73.2 million over
1993. Additional cash was provided from the sale of businesses and the
issuance of shares to meet the requirements of the Company's dividend
reinvestment and benefit plans.  The surplus of cash provided


<PAGE>

over cash used to fund capital expenditures and pay dividends reduced
short-term borrowings by $46 million and increased cash and cash equivalents
by $70 million.

The Company's most significant investing activity continued to be capital
expenditures which were $146.8 million in 1994 compared to $234.3 million for
1993.  The 1993 amount includes $67.8 million for the acquisition of WATS in
November 1993.  Excluding the acquisition of WATS, 1994 capital expenditures
were lower by $19.7 million.  Requirements for additional updating of
facilities will be continuously evaluated based on customer and market demand
and engineering economics.  CBT invested $66 million in digital equipment and
fiber cable as well as $47 million for other telephone plant and equipment.
Included in capital expenditures were capitalized software development costs
of $5.5 million and $26.4 million for 1994 and 1993, respectively.  The
decrease in capitalized costs was the result of a decrease in gross software
development expenditures as CBIS continues to focus on its core businesses
and the result of less costs eligible for capitalization.  Capital
expenditures for 1995 are expected to be approximately $140 million of which
approximately $100 million is for CBT.

CBT could decide that in order to remain competitive in the future, it must
aggressively pursue a strategy of expanding its offerings beyond its
traditional business.  For example, CBT may adopt a strategy of running fiber
optic wiring to a majority of residential customers in order to offer a full
line of services.  This decision would result in a need for capital but the
amount is not determinable at this time because of unknown factors such as
customer acceptance, period of implementation, and area of coverage.  Any
capital spending increases would not be entirely incremental or additive as
reductions would be achieved in other areas.  CBT may wish to enter other
businesses through investments and strategic alliances with established
companies in such businesses and through the development of such capabilities
internally.  Such transactions could require substantial capital which could
be generated internally and from external sources.

Accounts payable and accrued liabilities increased $47 million from December
31, 1993 levels.  Most of the increase consisted of employee costs of $16
million, contingent payments for the WATS acquisition of $10 million,
software and hardware upgrades of $8 million, contract costs of $6 million
and costs related for increased revenues of $5


<PAGE>

million.  Accrued taxes increased approximately $23 million from last year
primarily from improved earnings and a change in the tax law for timing
federal tax payments.

Capitalization

As a result of the improved operating cash flows and reduced
capital spending in 1994, the Company's debt to capitalization ratio was
reduced to 51.9% at December 31, 1994, from 55.2% at December 31, 1993.

In March 1994 Duff & Phelps lowered the ratings of the notes of the Company
from A to A-. The reasons given for the change were an increase in debt,
additional risk exposure in the competitive telemarketing business as the
result of the acquisition of WATS and the lack of consistent profitability in
the information systems segment.  Separately, Duff & Phelps established an
initial rating of Duff 1- for the Company's commercial paper.  In September
1994 Standard & Poor's lowered its ratings on the Company's senior unsecured
debt from A to A- and commercial paper from A-1 to A-2.  The reasons for the
change were increased debt for the acquisition of WATS, a riskier business
profile as the Company relies on a greater portion of revenues from its
diversified activities, and the performance of CBIS over the last three
years.  In December 1994, Moody's lowered CBT's senior unsecured debt ratings
from Aa2 to Aa3 citing that CBT's level of return and cash flow generation
will be pressured as a result of low revenue growth and increasing
competition.  Also, the Company's senior unsecured debentures and commercial
paper ratings were lowered by Moody's from A2 to A3 and P-1 to P-2,
respectively.  The reason given was that the Company derives the bulk of its
credit support from CBT.  The Company's and CBT's ratings on its notes and
debentures remain investment quality.  The changes in ratings by the various
rating agencies have not had a significant impact on interest expense but are
expected to cause increases in interest costs in future periods.

REGULATORY MATTERS
------------------

Alternative Regulation

CBT filed for a threshold increase in rates with an alternative regulation
proposal with the PUCO in 1993.  In May 1994 the PUCO approved a rate plan
which increases revenues $11.9 million annually or 3.75% on Ohio regulated
services. The authorized rate of return on capital is 11.18%, but CBT may
earn up to 11.93% in a monitoring period.  Earnings


<PAGE>

higher than 11.93% will trigger a revenue retargeting formula.  This
alternative regulation plan provides increased pricing flexibility in some
areas, designed to allow CBT to be more responsive to customers and the
market.


Optional Incentive Regulation

For interstate services, CBT began to operate under an Optional Incentive
Regulation plan in January 1994.  This is an alternative form of regulation
for small and mid-sized companies with more emphasis on price regulation
similar to price caps. 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 also allows CBT to be more responsive to customers
and the market.

Kentucky Filing

During October 1994 CBT filed a proposal with the Public Service Commission
of Kentucky (PSCK) for new regulated rates for telephone services provided to
its Kentucky customers. This proposal, if approved in its entirety, would
result in uniform rates for basic service in CBT's Kentucky and Ohio
metropolitan service areas and increase revenues by $3.4 million annually.
An order from the PSCK is expected in 1995.

Depreciation Rate Changes

In January 1994 CBT completed a successful triennial depreciation
represcription with regulators from the FCC, the PUCO and the PSCK.  The new
depreciation rates were effective January 1, 1994, in the interstate and
Kentucky jurisdictions, and effective July 1, 1994, in the Ohio jurisdiction.

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.  Typically, regulatory recovery periods are
longer than


<PAGE>

the useful lives that otherwise might be used.  Criteria that could give rise
to the discontinuance of SFAS 71 include increasing competition, which would
restrict 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.  If CBT was required to discontinue the accounting prescribed in
SFAS 71, there would be a significant non-cash charge to operations.  It is
expected that the minimum after-tax charge would be at least $60 million.
The actual non-cash charge could be much higher depending on many factors
including CBT's business strategy as well as judgments of both competitive
impact and technology changes at the time.

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.  There is
also a business risk that a customer will decide to perform services in-house
or move its business to a competitor if the services do not meet price and
performance standards.  These circumstances may increase the variability of
financial results on a period to-period basis.

The Company's 1995 revenues are not expected to grow at the same rate as in
1994 because WATS revenues for 1994 and 1995 will be on a comparable basis.
CBT's revenues are expected to increase but could be offset by a potential
decline in its customer base from increased competition.  Approximately $200
million of CBIS's revenues are from clients in the cellular  industry which
is a rapidly growing industry.  CBIS expects to experience revenue growth
from clients in this industry but the growth may be reduced by volume
discounts.  MATRIXX's 1995 revenues, while benefiting from the
DIRECTV-Registered Trademark- contract, are not expected to increase at
the same rate as in 1994.

CBT conducts its business generally by customer requests which are completed
in a very short time period but no longer than a few months.  CBIS primarily
conducts its business under long-term contracts covering two markets.  The
first is the international market and the average contract length is two to
five years.  The contracts are for specific client telecommunications
projects. After completion of the initial contract, CBIS expects to



<PAGE>

generate maintenance revenues related to the project.  During a contract
period, CBIS has the opportunity to bid on additional business with its
client.  Due to the nature of the projects, CBIS is always in a competitive
situation with respect to new bids.  The second market is for data processing
and support services for clients in the telecommunications industry.
Contracts range in length from three to ten years and constitute the majority
of CBIS's revenues.  CBIS was successful in renewing all contracts due for
renewal during 1994.  These contracts range in length from one to five years.
MATRIXX customer contracts are usually for a term of less than six months
and only a few contracts go beyond six months.

Customer demands, technology, the preferences of policy makers and the
convergence of other industries with the telecommunications industry are
causes for 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 and CBT is evaluating these
regulatory changes. During the fourth quarter 1994, two companies filed
requests with the PUCO to offer basic local exchange telephone service within
CBT's Ohio operating territory.  CBT has intervened in these requests and is
actively participating in resolving the issue of local telecommunications
competition.

CBT is redesigning and streamlining its processes and work activities to
improve responsiveness to customer needs, permit more rapid introduction of
new products and services, improve the quality of product and service
offerings and reduce costs.  On February 6, 1995, the Company announced the
approval of a restructuring plan which will result in a first quarter 1995
pre-tax charge of $70 to $100 million and the reduction in CBT's workforce by
approximately 800 employees.  CBT recently reorganized its functions into 12
processes designed to streamline work and named a management team responsible
for the processes. Other elements will be adopted over the next several
years.  CBT will develop advanced information systems that will help to
respond to changing expectations of its customers.  CBT estimates that the
restructuring, when fully implemented in 1997, should result in a savings of
approximately $50 million from current projections of its annual operating
expenses.



<PAGE>


Although CBIS has achieved success in retaining clients, the
telecommunications industry is becoming highly competitive.  CBIS must
continue to provide high quality services at competitive prices to retain
these clients.  CBIS has received indications from a current cellular billing
client that the client may not renew its contract when it ends in 1996.  The
revenues from this contract amounted to approximately five percent of CBIS's
revenues in 1994.  A contract non-renewal from a significant client could
have a material impact on the future earnings of CBIS.

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.  In addition, the MATRIXX French
operations must continue to improve to avoid reducing the recorded value of
goodwill.

The success of other Company businesses will be determined by how well they
meet the changing needs of their customers.  The Company continues to review
opportunities for acquisitions and divestitures for all its businesses to
enhance shareowner value.


<PAGE>

Report of Management


     The management of Cincinnati Bell Inc. is responsible for the information
and representations contained in this Annual Report.  Management believes that
the financial statements have been prepared in accordance with generally
accepted accounting principles and that the other information in the Annual
Report is consistent with those statements.  In preparing the financial
statements, management is required to include amounts based on estimates and
judgments which it believes are reasonable under the circumstances.

     In meeting its responsibility for the reliability of the financial
statements, management maintains a system of internal accounting controls which
is continually reviewed and evaluated.  Our internal auditors monitor compliance
with it in connection with their program of internal audits.  However, there are
inherent limitations that should be recognized in considering the assurances
provided by any system of internal accounting  controls.  The concept of
reasonable assurance recognizes that the costs of a system of internal
accounting controls should not exceed, in management's judgment, the benefits to
be derived.  Management believes that its system provides reasonable assurance
that assets are safeguarded and that transactions are properly recorded and
executed in accordance with management's authorization, that the recorded
accountability for assets is compared with the existing assets at reasonable
intervals, and that appropriate action is taken with respect to any differences.
Management also seeks to assure the objectivity and integrity of its financial
data by the careful selection of its managers, by organizational arrangements
that provide an appropriate division of responsibility, and by communications
programs aimed at assuring that its policies, standards and managerial
authorities are understood throughout the organization.

     The financial statements have been audited by Coopers & Lybrand L.L.P.,
independent accountants.  Their audit was conducted in accordance with generally
accepted auditing standards.

     The Audit Committee of the Board of Directors (see page 60), which is
composed of three directors who are not employees, meets periodically with
management, the internal auditors and Coopers & Lybrand L.L.P. to review the
manner in which they are performing their responsibilities and to discuss
auditing, internal accounting controls and financial reporting matters.  Both
the internal auditors and the independent accountants periodically meet alone
with the Audit Committee and have free access to the Audit Committee at any
time.


/s/ Brian C. Henry
Executive Vice President and Chief Financial Officer


<PAGE>


Report of Independent Accountants
To the Shareowners of Cincinnati Bell Inc.


     We have audited the accompanying consolidated balance sheets of Cincinnati
Bell Inc. and subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, common shareowners' equity and cash flows for
each of the three years in the period ended December 31, 1994.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Cincinnati Bell
Inc. and subsidiaries as of December 31, 1994, and 1993, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1994, in conformity with generally accepted
accounting principles.

     As discussed in Notes 7 and 8 of Notes to Financial Statements, the Company
changed its method of accounting for postemployment benefits in 1994 and
postretirement benefits other than pensions in 1993.


/s/ Coopers & Lybrand L.L.P.
Cincinnati, Ohio
February 13, 1995



<PAGE>

CONSOLIDATED STATEMENTS OF INCOME                           Cincinnati Bell Inc.


<TABLE>
<CAPTION>

Thousands of Dollars Except Per Share Amounts Year Ended December  31          1994           1993            1992
------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>             <C>
Revenues                                                                 $1,228,223     $1,089,637      $1,101,448
------------------------------------------------------------------------------------------------------------------

Costs and Expenses

   Operating expenses                                                        632,757        603,574        609,433
   Plant and building services                                               177,492        153,614        162,493
   Depreciation and amortization                                             154,062        158,515        137,023
   Taxes other than income taxes                                              92,825         91,037         90,764
   Special charges                                                             5,673        101,630         10,545
                                                                         -----------    -----------    -----------
     Total costs and expenses                                              1,062,809      1,108,370      1,010,258
                                                                         -----------    -----------    -----------

Operating Income (Loss)                                                      165,414        (18,733)        91,190
------------------------------------------------------------------------------------------------------------------

Other Income (Expense) - Net                                                   1,727          9,405         10,947
Interest Expense                                                              49,546         45,760         46,158
                                                                         -----------    -----------    -----------
Income (Loss) Before Income Taxes and
  Extraordinary Charges and Accounting Change                                117,595        (55,088)        55,979
Income Taxes                                                                  42,038          1,707         17,042
                                                                         -----------    -----------    -----------
Income (Loss) Before Extraordinary Charges
  and Accounting Change                                                       75,557        (56,795)        38,937
Extraordinary Charges, Net of Income Tax Benefit                                  --             --         (3,690)
Cumulative Effect of Accounting Change                                        (2,925)            --             --
                                                                         -----------    -----------    -----------
Net Income (Loss)                                                             72,632        (56,795)        35,247
Preferred Dividend Requirements                                                   --          2,248          4,350
                                                                         -----------    -----------    -----------
Income (Loss) Applicable to Common Shares                                 $   72,632     $  (59,043)    $   30,897
                                                                         -----------    -----------    -----------
                                                                         -----------    -----------    -----------
------------------------------------------------------------------------------------------------------------------
Weighted Average Number of Common Shares
  Outstanding (000)                                                           65,443         63,296         61,914

Earnings (Loss) Per Common Share
  Income (Loss) Before Extraordinary Charges
    and Accounting Change                                                  $    1.15      $    (.93)      $    .56
  Extraordinary Charges                                                           --             --           (.06)
  Accounting Change                                                             (.04)            --             --
                                                                         -----------    -----------    -----------
  Net Income (Loss)                                                        $    1.11      $    (.93)      $    .50
                                                                         -----------    -----------    -----------
                                                                         -----------    -----------    -----------
------------------------------------------------------------------------------------------------------------------
</TABLE>


The accompanying notes are an integral part of the financial statements.


<PAGE>

CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

Thousands of Dollars                            at December 31                             1994           1993
--------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>
Assets

Current Assets
   Cash and cash equivalents                                                         $   78,368     $    8,668
   Receivables, less allowances of
     $14,056 and $14,031, respectively                                                  246,122        241,669
   Material and supplies                                                                 15,988         21,627
   Prepaid expenses                                                                      29,180         30,391
   Other current assets                                                                  28,984         22,471
                                                                                     ----------     ----------
                                                                                        398,642        324,826
                                                                                     ----------     ----------

Property, Plant and Equipment

   Telephone plant                                                                    1,447,411      1,430,822
   Accumulated depreciation                                                            (556,004)      (541,690)
                                                                                     ----------     ----------
                                                                                        891,407        889,132
                                                                                     ----------     ----------

   Other property                                                                       279,355        303,917
   Accumulated depreciation                                                            (134,587)      (145,480)
                                                                                     ----------     ----------
                                                                                        144,768        158,437
                                                                                     ----------     ----------
                                                                                      1,036,175      1,047,569
                                                                                     ----------     ----------

Other Assets
   Goodwill and other intangibles                                                       197,425        192,161
   Investments in unconsolidated entities                                                48,809         42,405
   Deferred charges and other                                                            42,397         57,129
                                                                                     ----------     ----------
                                                                                        288,631        291,695
                                                                                     ----------     ----------

Total Assets                                                                         $1,723,448     $1,664,090
                                                                                     ----------     ----------
                                                                                     ----------     ----------
--------------------------------------------------------------------------------------------------------------
Liabilities and Shareowners' Equity

Current Liabilities
   Debt maturing within one year                                                     $   68,689     $  112,029
   Accounts payable and accrued liabilities                                             179,658        132,648
   Accrued disposal and restructuring charges                                            11,076         35,385
   Accrued taxes                                                                         61,054         38,135
   Advance billing and customers' deposits                                               38,793         31,553
   Other current liabilities                                                             24,067         24,587
                                                                                     ----------     ----------
                                                                                        383,337        374,337
                                                                                     ----------     ----------

Long-Term Debt                                                                          528,255        522,888
                                                                                     ----------     ----------

Deferred Credits and Other Long-Term Liabilities
   Deferred income taxes                                                                164,059        158,438
   Unamortized investment tax credits                                                    16,191         19,371
   Other long-term liabilities                                                           79,204         73,441
                                                                                     ----------     ----------
                                                                                        259,454        251,250
                                                                                     ----------     ----------

Commitments and Contingencies

Shareowners' Equity

   Common shares - $1 par value; authorized shares: 240,000,000                          65,948         64,982
   Additional paid-in capital                                                           239,507        223,257
   Retained earnings                                                                    246,568        227,392
   Foreign currency translation adjustment                                                  379            (16)
                                                                                     ----------     ----------
                                                                                        552,402        515,615
                                                                                     ----------     ----------

Total Liabilities and Shareowners' Equity                                            $1,723,448     $1,664,090
                                                                                     ----------     ----------
                                                                                     ----------     ----------
--------------------------------------------------------------------------------------------------------------
</TABLE>


The accompanying notes are an integral part of the financial statements.


<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS                       Cincinnati Bell Inc.


<TABLE>
<CAPTION>

Thousands of Dollars                        Year Ended December  31              1994           1993           1992
-------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>            <C>            <C>
Cash Flows From Operating Activities:
  Net income (loss)                                                         $  72,632      $ (56,795)     $  35,247
  Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
    Depreciation and amortization                                             154,062        158,515        137,023
    Special charges                                                             5,673        101,630         10,545
    Provision for loss on receivables                                          11,099         14,614          8,225
    Extraordinary charges                                                          --             --          5,591
    Accounting change                                                           4,500             --             --
    Other-net                                                                   9,342         (2,122)         6,830
  Change in assets and liabilities net of effects
  from acquisitions and disposals:
    Decrease (increase) in receivables                                        (33,059)       (11,354)        55,801
    Decrease in other current assets                                            6,330         12,677         26,652
    Increase (decrease) in accounts payable and
      accrued liabilities                                                      38,834         19,628         (5,259)
    Decrease in accrued disposal and
      restructuring costs                                                     (29,961)       (10,545)            --
    Increase (decrease) in other current liabilities                           31,712         (2,816)       (12,848)
    Decrease in deferred income taxes and
      unamortized investment tax credits                                       (4,072)        (6,850)        (6,061)
    Decrease (increase) in other assets and
      liabilities-net                                                           4,196        (18,440)         6,941
                                                                           ----------     ----------     ----------
       Net cash provided by operating activities                              271,288        198,142        268,687
                                                                           ----------     ----------     ----------
-------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities:
    Capital expenditures - telephone plant                                   (110,547)      (109,279)      (103,896)
    Capital expenditures - other                                              (36,212)       (57,206)       (43,318)
    Payments made for acquisitions, net of cash
      acquired                                                                     --        (67,795)            --
    Proceeds from disposal of businesses                                       27,012             --             --
    Other-net                                                                   1,813          9,683         (5,190)
                                                                           ----------     ----------     ----------
       Net cash used in investing activities                                 (117,934)      (224,597)      (152,404)
                                                                           ----------     ----------     ----------
-------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities:
    Proceeds from long-term debt                                                   --        169,615         99,956
    Redemption of long-term debt                                                   --             --       (169,168)
    Principal payments on long-term debt                                       (1,510)       (28,115)        (3,465)
    Net decrease in notes payable                                             (45,934)       (55,467)        (3,445)
    Proceeds from issuance of common shares                                    15,262          2,582         11,679
    Dividends paid                                                            (52,256)       (53,294)       (53,853)
    Payments made to acquire common shares                                         --         (5,480)        (5,593)
                                                                           ----------     ----------     ----------
       Net cash provided by (used in) financing
       activities                                                             (84,438)        29,841       (123,889)
                                                                           ----------     ----------     ----------
-------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and
 cash equivalents                                                                 784            (22)          (662)
                                                                           ----------     ----------     ----------
Net increase (decrease) in cash and cash
 equivalents                                                                   69,700          3,364         (8,268)

Cash and cash equivalents at beginning of year                                  8,668          5,304         13,572
                                                                           ----------     ----------     ----------
Cash and cash equivalents at end of year                                    $  78,368      $   8,668      $   5,304
                                                                           ----------     ----------     ----------
                                                                           ----------     ----------     ----------
-------------------------------------------------------------------------------------------------------------------
</TABLE>


The accompanying notes are an integral part of the financial statements.


<PAGE>

CONSOLIDATED STATEMENTS OF COMMON SHAREOWNERS' EQUITY       Cincinnati Bell Inc.


<TABLE>
<CAPTION>

                                                                       Common Shareowners' Equity
                                                         --------------------------------------------------------
                                                                                                             Foreign       Common
                                                                                  Additional                 Currency      Shares
                                                                       Common      Paid-In     Retained    Translation   Outstanding
Thousands  of  Dollars  Except Per Share  Amounts          Total       Shares      Capital     Earnings     Adjustment      (000)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>          <C>          <C>          <C>         <C>             <C>
Balance  at  January  1, 1992                            $581,594     $ 61,595     $154,076     $365,785    $     138       61,595

 Shares issued under shareowner plans                       4,553          256        4,297           --           --          256
 Shares issued under employee plans                         7,126          426        6,917         (217)          --          426
 Acquisition of shares                                     (5,593)        (322)        (845)      (4,426)          --         (322)
 Net income                                                35,247           --           --       35,247           --           --
 Adjustment for foreign currency translation                 (138)          --           --           --         (138)          --
 Dividends:
   Preferred shares 7.25%                                  (4,350)          --           --       (4,350)          --
   Common shares $.80 per share                           (49,556)          --           --      (49,556)          --           --

------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1992                              568,883       61,955      164,445      342,483           --       61,955

 Shares issued under shareowner plans                       1,467           64        1,403           --           --           64
 Shares issued under employee plans                         1,115           86        1,313         (284)          --           86
 Acquisition of shares                                     (5,480)        (281)        (746)      (4,453)          --         (281)
 Preferred  shares converted to common shares              60,000        3,158       56,842           --           --        3,158
 Net loss                                                 (56,795)          --           --      (56,795)          --           --
 Adjustment for foreign currency translation                  (16)          --           --           --          (16)          --
 Dividends:
   Preferred shares 7.25%                                  (2,248)          --           --       (2,248)          --           --
   Common shares $.80 per share                           (51,311)          --           --      (51,311)          --           --

------------------------------------------------------------------------------------------------------------------------------------
Balance  at December 31, 1993                            $515,615     $ 64,982     $223,257     $227,392    $     (16)      64,982

 Shares issued under shareowner plans                       6,542          373        6,169           --           --          373
 Shares issued under employee plans                        10,674          593       10,081           --           --          593
 Net income                                                72,632           --           --       72,632           --           --
 Pension liability adjustment                              (1,021)          --           --       (1,021)          --           --
  Adjustment for foreign currency translation                 395           --           --           --          395           --
  Dividends  on common shares $.80 per share              (52,435)                               (52,435)          --           --

------------------------------------------------------------------------------------------------------------------------------------
Balance  at  December 31, 1994                           $552,402     $ 65,948     $239,507     $246,568    $     379       65,948
                                                         --------     --------     --------     --------    ---------      -------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The accompanying notes are an integral part of the financial statements.


<PAGE>


NOTES TO FINANCIAL STATEMENTS

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

1.  Accounting Policies

    Consolidation - The consolidated financial statements include the accounts
    of Cincinnati Bell Inc. and its wholly owned subsidiaries (collectively the
    Company).  The Company operates in three principal segments. The telephone
    operations segment includes Cincinnati Bell Telephone (CBT) which provides
    telecommunications services and products. The information systems segment
    includes Cincinnati Bell Information Systems (CBIS) which provides data
    processing services and software development services.  The marketing
    services segment includes MATRIXX Marketing (MATRIXX) which provides
    telephone marketing, research, fulfillment and database services.
    Investments in partnerships and joint ventures are accounted for using the
    equity method.  All significant intercompany transactions and balances have
    been eliminated in consolidation.  Certain prior year amounts have been
    reclassified to be consistent with the 1994 presentation.

      Basis of Accounting - The Company's consolidated financial statements
    have been prepared in accordance with generally accepted accounting
    principles.  CBT follows the accounting under the provisions of Statement
    of Financial Accounting Standards (SFAS) 71, "Accounting for the Effects of
    Certain Types of Regulation."  This accounting reflects the rate actions of
    regulators in the financial statements.  The rate actions can provide
    reasonable assurance of the existence of an asset, reduce or eliminate the
    value of an asset, impose a liability, or eliminate a liability previously
    imposed.  The most significant impact from the rate actions is on
    depreciation because regulatory recovery periods used for telephone plant
    are longer than the useful lives that might otherwise be used.  The Company
    continually reviews the applicability of SFAS 71 based on the developments
    in its current regulatory and competitive environment.  The accounting
    under the provisions of SFAS 71 results in regulatory assets of $14.1
    million and regulatory liabilities of $29.8 million as described in Note 5.


<PAGE>

      Foreign Currency Translation  - Assets and liabilities of foreign
    subsidiaries are translated to U.S. dollars at year-end exchange rates and
    revenue and expense items are translated at average rates of exchange
    prevailing during the year.  The related foreign currency translation
    adjustments are reflected in shareowners' equity.  To the extent that the
    obligation pursuant to this transaction exceeds such net investment,
    currency gains and losses are included in income.  Gains and losses from
    foreign currency transactions are based on current exchange rates and are
    included in income.  Gains and losses related to forward contracts that are
    designated and effective as hedges are deferred and included in the
    recorded value of the transaction being hedged.

      Financial Instruments - The Company maintains an interest rate and
    currency swap designated as an effective hedge of its net investment in its
    French telephone marketing business.  The related foreign currency
    translation gains and losses are included in shareowners' equity.  The
    interest rate differential to be paid or received on the interest rate swap
    agreement and related foreign currency transaction gains and losses are
    accrued as interest rates change and are recognized as an adjustment of
    interest expense.

      Cash Equivalents - Cash equivalents consist of short-term highly liquid
    investments with original maturities of three months or less which are
    readily convertible to cash.

      Material and Supplies - New and reusable material, related to the
    regulated telephone operations, are carried in inventory at average
    original cost, or specific costs for large items.  Nonreusable material is
    carried at estimated salvage value.  All other material and supplies are
    stated at the lower of cost or market principally on an average cost basis.

      Property, Plant and Equipment - Property, plant and equipment are stated
    at original cost.

      The Company's provision for depreciation of telephone plant is determined
    on a straight-line basis using the whole life and remaining life methods.
    Depreciation expense also includes amortization of certain classes of
    telephone plant and identified depreciation reserve


<PAGE>

    deficiencies over periods allowed by regulatory authorities. Provision for
    depreciation of other property is based on the straight-line method over
    the estimated useful life.

      Telephone plant is retired at its original cost, net of cost of removal
    and salvage, and is charged to accumulated depreciation.  Gains and losses
    related to the disposal of all other property, plant and equipment are
    recorded in income.

      Software Development Costs - Research and development expenditures are
    charged to expense as incurred.  The development costs of software to be
    marketed are charged to expense until technological feasibility is
    established.  After that time, the remaining software production costs are
    capitalized and recorded in property, plant and equipment.  Amortization of
    the capitalized amounts is computed on a product-by-product basis using the
    straight-line method over the remaining estimated economic life of the
    product, generally not exceeding four years.  Reductions in the carrying
    value of capitalized software costs to net realizable value are included in
    amortization expense.

      Goodwill and Other Intangibles - Goodwill resulting from the purchase of
    businesses and other intangibles are recorded at cost and amortized on a
    straight-line basis over 5 to 40 years.  Goodwill and other intangibles is
    evaluated periodically as events or circumstances indicate a possible
    inability to recover their carrying amount.  Such evaluation is based on
    various analyses, including cash flow and profitability projections that
    incorporate, as applicable, the impact on existing company businesses.  The
    analyses necessarily involve significant management judgment to evaluate
    the capacity of an acquired business to perform within projections.  If
    future expected undiscounted net pre-tax cash flows are insufficient to
    recover the carrying amount of the asset, then an impairment loss is
    recognized.

      Revenue Recognition - Local telephone service revenues are generally
    billed monthly in advance and are recognized when services are provided.
    Information services revenues primarily consist of data processing revenue
    recognized as services are performed.  On certain long-term
    telecommunications systems development contracts, the percentage of


<PAGE>

    completion method is used to recognize the revenues.  Revenues from
    software maintenance agreements are deferred and are recognized over the
    maintenance period. Software licensing revenues are recognized when
    delivery of the software occurs if the Company does not have to provide
    additional significant service under the contract.  Billed but unearned
    revenues are deferred.  All other revenues are recognized when the services
    are performed regardless of the period in which they are billed.

      Income Taxes - The provision for income taxes consists of an amount for
    taxes currently payable and a provision for tax consequences deferred to
    future periods based on the liability method. For financial statement
    purposes, deferred investment tax credits are being amortized as a
    reduction of the provision for income taxes over the estimated useful lives
    of the related property, plant and equipment.

      Earnings Per Common Share - Earnings per common share are calculated by
    using the weighted average number of common shares outstanding.  The
    dilutive effect of the Company's common shares under option is
    insignificant.


<PAGE>

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

2.  Disposal and Restructuring of CBIS Operations

    In late 1993, the Company commenced a plan to dispose of certain lines of
    business within CBIS, and to restructure the remainder of the CBIS
    operations.  The disposal plan included the elimination of non-strategic
    operations, including divesting its holdings in CBIS Federal, closing its
    foreign data center, and eliminating other unprofitable domestic and
    international activities.  During 1993, $102 million ($88 million after
    tax, or $1.39 per common share) of special charges, related to the plan,
    were recorded.  Included in this amount were $97.4 million related to the
    disposition of businesses (including $63 million for the write-off of CBIS
    Federal goodwill) and $4.6 million related to the restructuring of other
    CBIS operations including a reduction in workforce.

      Details of the charges for expected transactions, in millions of dollars,
    are as follows:


<TABLE>
<CAPTION>
                                            Disposition
                                           of Businesses      Restructuring
                                           -------------      -------------
<S>                                        <C>                <C>
    Loss on disposal                           $71.2              $  -
    Operating losses during disposal period     13.3                 -
    Lease termination costs                      8.3                 -
    Employee termination costs                   2.4                3.8
    Write-down of fixed assets                   2.2                 .8
                                               -----               -----
                                               $97.4                $4.6
                                               -----               -----
                                               -----               -----
</TABLE>


      During 1994, the Company substantially completed its disposal and
    restructuring plan by selling CBIS Federal and other businesses, closing
    its foreign data center, eliminating other unprofitable domestic and
    international activities and restructuring the remaining CBIS operations
    including the termination of employees.  The businesses were sold for
    approximately $16 million.  There are no remaining assets of the operations
    to be sold or disposed included in the financial statements at December 31,
    1994.

      An analysis of the disposal and restructuring reserve is as follows:


<PAGE>

<TABLE>
<CAPTION>

    Millions of Dollars                   Year Ended December 31      1994     1993
-------------------------------------------------------------------------------------
    <S>                                                               <C>      <C>
    Balance - beginning of year                                       $ 35.4   $ 10.5
      Special charges                                                      -     101.6
      Adjustment to CBIS Federal carrying value                            -     (63.1)
      Operating results of businesses to be sold or disposed -
        Revenues                                                        52.3        .4
        Operating expenses                                             (68.9)     (9.7)
      Difference in actual and estimated losses on sale                  1.7         -
      Lease termination costs                                              -       (.5)
      Employee termination costs                                        (4.3)      (1.8)
      Write-down of fixed assets                                        (3.1)      (2.0)
      Reduction in reserves                                             (2.0)         -
                                                                      ------     ------
    Balance - end of year                                             $ 11.1     $ 35.4
                                                                      ------     ------
                                                                      ------     ------
</TABLE>


      While operating expenses of businesses sold or disposed in 1994 were
    higher than originally expected, lease termination arrangements were more
    favorable than originally anticipated.  The net result was a reduction of
    the disposal and restructuring reserve of approximately $2 million in 1994.
    This reduction was included as a decrease in the special charges line of
    the income statement.

      Charges to the reserve required cash outlays of approximately $22 million
    and $9 million for 1994 and 1993, respectively.

      The Company believes that the reserve of $11.1 million at December 31,
    1994, is adequate to provide for estimated future costs associated with
    lease termination, employee termination, discontinued products and
    contingencies related to businesses sold.  It is expected that cash
    expenditures for these activities will be approximately $7 million during
    1995 and approximately $2 million each in 1996 and 1997.

      In the fourth quarter of 1992, CBIS recorded special charges totaling
    $10.5 million for the consolidation of its European operations.  These
    charges included write-offs of fixed assets, lease termination payments,
    employee severance and relocation costs and estimated operating losses.
    These activities were substantially completed during 1993 and the actual
    amounts were not significantly different from amounts accrued in 1992.


<PAGE>

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

3.  Subsequent Event

    On February 6, 1995, the Company approved a restructuring plan for CBT. The
    restructuring plan will result in the need for fewer people to operate the
    business.  In all, CBT expects to eliminate approximately 800 management
    and hourly positions.  The majority of the reduction in CBT's workforce is
    expected to result from an offer of early retirement incentives to eligible
    employees.  Involuntary separations may also be required to achieve CBT's
    staffing objectives.

      The retirement incentive offer increases by five years each eligible
    employee's age and years of service for purposes of calculating pension
    benefits.  In addition, retiring employees will receive an enhancement to
    their pensions equal to two weeks pay for every year of service, but not to
    exceed one year's pay.  Other employees who leave will receive severance
    benefits.

      The Company will record a one-time pre-tax charge of $70 to $100 million
    in the first quarter of 1995 to reflect the anticipated cost of the
    program.


<PAGE>

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

4.  Non-recurring Charges

    During the fourth quarter 1993, the Company recorded significant other
    charges unrelated to the restructuring of CBIS.  CBIS accrued in operating
    expenses $5.1 million of costs to withdraw from certain international
    contracts and products.

      In addition, in 1993 a $4.2 million reserve for losses was established
    related to an investment in and loans to an international distributor of
    CBIS products and services.  The losses were based on the review of the
    forecasts of the distributor and the 1993 results, in which it was
    determined that the recoverability of the investment and loans was no
    longer probable.  These charges are included in other income (expense)
    - net.


<PAGE>

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

5.  Income Taxes

    The components of income tax expense are as follows:


<TABLE>
<CAPTION>

    Millions of Dollars      Year Ended December 31        1994      1993     1992
    --------------------------------------------------------------------------------
    <S>                                                    <C>       <C>      <C>
    Current:
      Federal                                              $47.2     $19.1     $18.5
      Foreign                                                (.2)      1.7        .5
      State and Local                                        3.7       2.3       3.3
                                                           -----     -----     -----
        Total current                                       50.7      23.1      22.3
                                                           -----     -----     -----
    Deferred                                                (4.5)    (14.6)     (2.0)
                                                           -----     -----     -----
    Investment tax credits                                  (3.2)     (2.9)     (3.3)
                                                           -----     -----     -----
    Adjustment of valuation allowance related
      to net operating and capital losses                   (1.0)     (3.9)        -
                                                           -----     -----     -----
    Total                                                  $42.0     $ 1.7     $17.0
                                                           -----     -----     -----
                                                           -----     -----     -----
</TABLE>


    The components of the Company's deferred tax assets and liabilities are as
    follows:


<TABLE>
<CAPTION>

    Millions of Dollars          at December 31                    1994        1993
    --------------------------------------------------------------------------------
    <S>                                                            <C>         <C>
    Deferred tax asset:
      Unamortized investment tax credit                           $  8.7      $ 10.4
      Loss carryforwards                                            29.5         9.1
      Deferred tax consequences of net
        regulatory liability                                         4.1         4.8
      Allowance for doubtful accounts                                3.4         3.3
      Accrued liabilities                                           12.8        20.8
      Other                                                         16.1         9.7
                                                                  ------      ------
                                                                    74.6        58.1
      Valuation allowance                                          (23.4)       (3.4)
                                                                  ------      ------
      Net deferred tax asset                                        51.2        54.7
                                                                  ------      ------
    Deferred tax liability:
      Depreciation and amortization                                159.9       160.9


<PAGE>

      Basis differences on items previously flowed
        through to ratepayers                                       14.1        15.9
      Other                                                          6.2         8.1
                                                                  ------      ------
      Total deferred tax liability                                 180.2       184.9
                                                                  ------      ------
      Net deferred tax liability                                  $129.0      $130.2
                                                                  ------      ------
                                                                  ------      ------
</TABLE>


      The Company's deferred tax asset valuation allowance increased
    approximately $20 million in 1994 primarily due to a capital loss on the
    sale of CBIS Federal.  These capital loss carryforwards can be utilized
    only when future capital gains are recognized for tax purposes.  No tax
    planning strategy currently exists that meets the prudence and feasibility
    criteria to recognize this deferred tax asset.  The Company's deferred tax
    asset valuation allowance decreased approximately $3.3 million in 1993
    principally as a result of certain business strategies involving the
    Company's wholly owned subsidiaries in France.  These strategies will
    enable the Company to obtain future tax benefits from the utilization of
    the French subsidiaries operating losses.

      The following is a reconciliation of the statutory Federal income tax
    rate of 35% for 1994 and 1993, and 34% for 1992 with the effective tax rate
    for each year:


<TABLE>
<CAPTION>
                                                     1994       1993      1992
    ----------------------------------------------------------------------------
    <S>                                              <C>        <C>       <C>
    U.S. Federal statutory rate                      35.0 %     (35.0)%   34.0 %
    Plant basis differences, net of depreciation      1.1         2.0      2.0
    Rate differential on reversing temporary
      differences                                    (1.4)       (4.0)    (3.0)
    Disposal losses without income tax benefit          -        40.0        -
    Amortization of intangible assets                 1.6         5.2       4.3
    Change in valuation allowance                     (.8)       (6.0)        -
    State and local income taxes, net of federal
      income tax benefit                              2.9         2.7       3.4
    Investment and research tax credits              (4.0)       (9.3)     (8.1)
    Taxes related to prior years                       .6         5.6         -
    Other differences                                  .7         1.9      (2.2)
                                                     ----        ----      ----
    Effective rate                                   35.7 %       3.1 %    30.4 %
                                                     ----        ----      ----
                                                     ----        ----      ----
</TABLE>



<PAGE>

      At December 31, 1994 and 1993, the liability for income taxes includes
    approximately $14.1 million and $16 million, respectively, representing the
    cumulative amount of income taxes on temporary differences which were
    previously flowed through to ratepayers.  CBT also recorded a corresponding
    regulatory asset for these items, representing amounts which will be
    recovered through the ratemaking process, which is recorded in other
    assets.  These deferrals have been increased for the tax effect of the
    future revenue requirement and will be amortized over the lives of the
    related depreciable assets concurrently with their recovery in rates.

      In addition, other long-term liabilities includes a regulatory liability
    at December 31, 1994 and 1993, of approximately $29.8 million and $34.5
    million, respectively, a substantial portion of which represents the excess
    deferred taxes on depreciable assets, resulting primarily from the
    reduction in the statutory federal income tax rate from 46% to 35%.  This
    amount will be amortized over the lives of the related depreciable assets
    in accordance with the average rate assumption method required by the Tax
    Reform Act of 1986.  The regulatory liability also includes an amount
    associated with unamortized investment tax credits, which will be amortized
    in the same manner as the underlying investment tax credits.  These
    regulatory liabilities have been increased to reflect future revenue
    requirement levels.

      The Company had net operating loss carryforwards applicable to foreign
    subsidiaries at December 31, 1994 and 1993, of approximately $18.7 million
    and $19.4 million, respectively.  Utilization of the foreign carryforwards
    is dependent upon future earnings of each subsidiary with foreign
    carryforwards expiring 1995 through 2003.  The Company had U.S. capital
    loss carry forwards at December 31, 1994 and 1993, of approximately $66.6
    million and $4.8 million, respectively.  Utilization of these capital
    losses is dependent upon the generation of future capital gains with the
    carryforwards expiring in 1996 through 1999 and, accordingly, a valuation
    allowance has been established for the related deferred tax asset.


<PAGE>

-------------------------------------------------------------------------------
6.  Retirement Plans

    PENSIONS
    The Company sponsors three noncontributory defined benefit pension plans:
    one for eligible management employees, one for nonmanagement employees and
    one supplementary, nonqualified, unfunded plan for certain senior managers.
    The pension benefit formula for the management plan was based on a stated
    percentage of adjusted career income for retirees prior to December 31,
    1993.  Effective December 31, 1993, the management plan was converted to a
    cash balance plan where the pension benefit is determined by a combination
    of compensation based service and additional credits and annual guaranteed
    interest credits.  The benefit formula for the nonmanagement plan is based
    on a flat dollar amount according to job classification times years of
    service.  Benefits for the supplementary plan are based on years of service
    and eligible pay.  Further, the supplementary death benefit payable from
    the management and nonmanagement pension plans was frozen at the December
    31, 1993, compensation level.
      Funding of the management and nonmanagement plans is achieved through
    contributions made to an irrevocable trust fund.  The contributions are
    determined using the Aggregate Cost Method.
      The Company uses the Projected Unit Credit Cost Method for determining
    pension cost for financial reporting purposes and accounts for certain
    benefits provided under early retirement packages discussed below as a
    special termination benefit.
      Pension cost includes the following components:


<TABLE>
<CAPTION>

   Millions of Dollars       Year Ended December 31       1994          1993       1992
   -------------------------------------------------------------------------------------
   <S>                                                 <C>           <C>          <C>
   Service cost (benefits earned during

     the period)                                        $ 12.4        $ 10.1       $12.6

   Interest cost on projected benefit

     obligation                                          39.9          40.3         39.9

   Actual return on plan assets                          10.5         (79.6)       (64.9)

   Amortization and deferrals - net                     (63.2)         29.4         15.1


<PAGE>

   Charge to expense for special

     termination benefits                                   -           7.6            -

   Curtailment loss                                       4.1             -            -
                                                       ------        ------       ------

   Settlement gain                                          -          (7.9)           -

   Pension cost (income)                               $  3.7        $  (.1)      $  2.7
                                                       ------        ------       ------
                                                       ------        ------       ------
</TABLE>




     The following table sets forth the plans' funded status:


<TABLE>
<CAPTION>
   Millions of Dollars                                                1994           1993
   ----------------------------------------------------------------------------------------
   <S>                                                               <C>             <C>
   Actuarial present value of accumulated benefit

     obligation including vested benefits of $440.2

     million and $458.4 million, respectively                        $491.3          $515.8
                                                                     ------          ------
                                                                     ------          ------

   Plan assets at fair value (primarily listed

     stocks, bonds and real estate, including $58.8

     million and $62.2 million, respectively in common

     shares of Cincinnati Bell Inc.)                                 $660.5          $706.4

   Actuarial present value of projected

     benefit obligation                                              (533.6)         (557.2)
                                                                     ------          -------

   Excess of assets over projected benefit obligation                 126.9           149.2

   Unrecognized prior service cost                                     13.4             7.8

   Unrecognized transition asset                                      (44.5)          (45.3)

   Unrecognized net gain                                              (79.4)          (93.0)

   Recognition of minimum liability                                    (5.4)           (8.9)
                                                                     ------          ------

   Prepaid pension cost                                              $ 11.0          $  9.8
                                                                     ------          ------
                                                                     ------          ------
</TABLE>



<TABLE>
<CAPTION>


      The Company used the following rates in determining the actuarial present
   value of the projected benefit obligation and pension cost for the
   management, nonmanagement and senior management plans:

   At December 31                                             1994        1993       1992
   ------------------------------------------------------------------------------------------
   <S>                                                        <C>         <C>        <C>
   Discount rate - projected benefit

     obligation                                               8.25%       7.25%      8.00%


<PAGE>

   Future compensation growth rate                            4.00%       4.00%      5.00%

   Expected long-term rate of return

     on plan assets                                           8.25%       8.25%      8.25%
</TABLE>


      During December 1994, certain senior managers left CBT through a
    voluntary separation incentive program.  The cost of this offer, including
    estimated curtailment losses from the Company's non-qualified pension
    program, was $7.7 million before taxes and is included in the special
    charges line of the income statement.

      In December 1992, the Company offered a voluntary separation incentive
    package to certain management employees, providing for enhancements to the
    benefit payments of the management pension plan or allowing for a lump sum
    payment.  The Company recorded an expense for special termination benefits
    of $7.6 million and a settlement gain of $7.9 million.

SAVINGS PLANS

      The Company sponsors several defined contribution plans covering
    substantially all employees.  The Company's contributions to the plans are
    based on matching a portion of the employee contributions or on a
    percentage of employee earnings or net income for the year.  Total Company
    contributions to the defined contribution plans were $8.4 million, $7.3
    million and $7.9 million for 1994, 1993 and 1992, respectively.


<PAGE>

-------------------------------------------------------------------------------
7.  Employee Postretirement Benefits Other Than Pensions

    The Company provides health care and group life insurance benefits for its
    retired employees.  Substantially all the Company's employees may become
    eligible for these benefits if they retire with a service pension.
    Effective January 1, 1993, the Company adopted SFAS 106, "Employers'
    Accounting for Postretirement Benefits Other Than Pensions." SFAS 106
    requires that the cost of the net periodic postretirement benefit is to be
    recognized in the period in which employees render services necessary to
    earn such benefits.  Prior to 1993, the Company's accrual method did not
    consider the health care inflation factor in the calculation of future
    benefits as required by SFAS 106.  The Company used the Projected Unit
    Credit Cost Method for the determination of postretirement health care and
    life insurance benefits cost.  In adopting SFAS 106, the Company elected to
    amortize the accumulated postretirement benefit obligation over twenty
    years.

      The Company funds its group life insurance benefits through Retirement
    Funding Accounts (RFAs) and funds trusts for health care benefits using
    Voluntary Employee Benefit Associations (VEBAs).  Contributions are
    determined in accordance with the Aggregate Cost Method.  The associated
    plan assets are primarily corporate and municipal securities and bonds and
    temporary investments.

      The components of postretirement benefit cost for the years ended
    December 31, 1994 and 1993, in millions of dollars, are as follows:

<TABLE>
<CAPTION>

                                                                 Group
    1994                                              Health      Life     Total
    ----------------------------------------------------------------------------
    <S>                                               <C>        <C>       <C>
    Service cost (benefits earned during the

      period)                                         $ 1.9      $  .6     $ 2.5

    Interest cost on accumulated postretirement

      benefit obligation                               11.3        2.0      13.3

    Actual return on plan assets                       (3.4)      (2.1)     (5.5)

    Amortization and deferrals - net                    8.7          -       8.7
                                                      -----      -----     -----

    Postretirement benefit cost                       $18.5      $  .5     $19.0
                                                      -----      -----     -----
                                                      -----      -----     -----
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

                                                                  Group
    1993                                               Health      Life     Total
    -----------------------------------------------------------------------------
    <S>                                                <C>        <C>       <C>
    Service cost (benefits earned during

      the period)                                      $ 1.8      $  .6     $ 2.4

    Interest cost on accumulated postretirement

      benefit obligation                                11.3        2.0      13.3

    Actual return on plan assets                        (3.0)      (2.4)     (5.4)

    Amortization and deferrals - net                     9.1         .4       9.5
                                                       -----      -----     -----

    Postretirement benefit cost                        $19.2      $  .6     $19.8
                                                       -----      -----     -----
                                                       -----      -----     -----
</TABLE>


    The funded status of the plans, in millions of dollars, at December 31, 1994
    and 1993 is:


<TABLE>
<CAPTION>

                                                            Group
    1994                                         Health      Life     Total
    -----------------------------------------------------------------------
    <S>                                          <C>        <C>       <C>
    Accumulated Postretirement benefit

      obligation

      Retirees and dependents                    $110.2     $13.6     $123.8

      Fully eligible active participants           11.4         -       11.4

      Other active participants                    26.5      10.2       36.7
                                                 ------    ------     ------

                                                  148.1      23.8      171.9

    Plan assets at fair value                     (31.2)    (28.1)     (59.3)
                                                 ------    ------     ------

    Accumulated postretirement benefit

      obligation in excess of plan assets         116.9      (4.3)     112.6

    Unrecognized transition obligation           (122.1)      (.2)    (122.3)

    Unrecognized net loss                           5.6       5.3       10.9
                                                 ------    ------     ------

    Accrued postretirement benefit obligation    $   .4    $   .8     $  1.2
                                                 ------    ------     ------
                                                 ------    ------     ------
</TABLE>


<TABLE>
<CAPTION>


                                                            Group
    1993                                         Health      Life       Total
    -------------------------------------------------------------------------
    <S>                                          <C>        <C>       <C>
    Accumulated postretirement benefit

      obligation

      Retirees and dependents                    $115.1     $ 15.0    $130.1

      Fully eligible active participants           18.3          -      18.3

      Other active participants                    33.2       14.4      47.6
                                                 ------     ------    ------

                                                  166.6       29.4     196.0


<PAGE>


    Plan assets at fair value                     (19.9)     (27.0)    (46.9)
                                                 ------     ------    ------

    Accumulated postretirement benefit

      obligation in excess of plan assets         146.7        2.4     149.1

    Unrecognized transition obligation           (128.8)       (.3)   (129.1)

    Unrecognized net loss                         (17.6)      (1.8)    (19.4)
                                                 ------     ------    ------

    Accrued postretirement benefit obligation    $   .3     $   .3    $   .6
                                                 ------     ------    ------
                                                 ------     ------    ------
</TABLE>



    Company used the following rates in determining the actuarial present value
    of the accumulated postretirement benefit obligation (APBO) and
    postretirement benefit costs:

<TABLE>
<CAPTION>

    At December 31                                               1994     1993
    ---------------------------------------------------------------------------
    <S>                                                          <C>      <C>

    Discount rate - APBO                                         8.25%    7.25%

    Expected long-term rate of return for VEBA assets            8.25%    8.25%

    Expected long-term rate of return for RFA assets             8.00%    8.00%
</TABLE>



      The assumed health care cost trend rate used to measure the
    postretirement health benefit obligation at December 31, 1994, was 8.8% and
    is assumed to decrease gradually to 4.1%.  A one percentage point increase
    in the assumed health care cost trend rate would have increased the
    aggregate of the service and interest cost components of 1994
    postretirement health benefits by approximately $.8 million, and would
    increase the accumulated postretirement benefit obligation as of December
    31, 1994, by approximately $8.2 million.
      Prior to the adoption of SFAS 106, the Company had accrued and funded an
    actuarially determined amount.  For the year 1992, postretirement health
    care and life insurance benefit expenses were approximately $10.2 million.
    The effect of adoption of SFAS 106 on 1993 results (excluding the amounts
    deferred by CBT) was to increase postretirement expense by approximately $6
    million or $.06 per common share.


<PAGE>

-------------------------------------------------------------------------------
8.  Employee Postemployment Benefits

    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 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 approximately $2.9 million, or $.04 per common share, which is
    net of a deferred tax benefit of $1.6 million.  The ongoing expense
    recognized under SFAS 112 is not expected to be significantly different
    from that recorded under prior methods.


<PAGE>


<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
9.  Software Development Costs

               Millions of Dollars                   1994    1993    1992
               ------------------------------------------------------------

               <S>                                   <C>     <C>     <C>
               Gross product development costs       $22.1   $56.3   $29.3

               Product development costs expensed    (16.6)  (29.9)  (14.3)
                                                     ------  ------  ------

               Additions to capitalized software

                 development costs                   $ 5.5   $26.4   $15.0
                                                     ------  ------  ------
                                                     ------  ------  ------



               Capitalized software development costs, net of accumulated

               amortization, consist of the following:

               Millions of Dollars                   1994    1993    1992
               -------------------------------------------------------------

               Balance - beginning of year           $35.1   $34.7   $24.5

               Additions                               5.5    26.4    15.0

               Amortization                           (8.1)  (25.8)   (4.8)

               Other                                  (2.4)    (.2)      -
                                                     ------  ------  ------

               Balance - end of year                 $30.1   $35.1   $34.7
                                                     ------  ------  ------
                                                     ------  ------  ------

</TABLE>


                  Amortization of capitalized software cost is included in
               depreciation and amortization expense.  Included in 1993
               amortization expense were charges of approximately $17 million to
               reduce the carrying value of certain capitalized software costs
               to net realizable value.









<PAGE>


<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
10.  Goodwill and Other Intangibles

               Goodwill and other intangibles, net of accumulated amortization,

               consist of the following:

               Millions of Dollars                   1994    1993
               ---------------------------------------------------

               <S>                                 <C>      <C>
               Balance - beginning of year         $192.2   $223.8

               WATS acquisition                      10.0     45.6

               CBIS Federal Goodwill                    -    (63.0)

               Current year amortization             (8.4)    (9.7)

               Other                                  3.6     (4.5)
                                                   ------   ------

               Balance - end of year               $197.4   $192.2
                                                   ------   ------
                                                   ------   ------
</TABLE>




                  The purchase contract for the acquisition of WATS contained
               provisions for additional payments if certain conditions were
               met.  During 1994, additional costs of $10 million were accrued
               in accordance with the purchase contract and were included in
               goodwill.  These additional costs will be paid in the first
               quarter of 1995.

                  Included in unamortized goodwill costs at December 31, 1994,
               was approximately $41 million of costs related to MATRIXX's
               operations in France.  The Company continually monitors the
               results of operations of this business as it relates to
               impairment of goodwill and believes that it will recover its
               investment.  This will require the French operations to improve
               from the current operating loss position, which the Company
               expects to occur as the European economy improves and outsourcing
               emerges overseas as it has in the United States.

                  Accumulated amortization of goodwill and other intangibles was
               $40.7 million and $49 million at December 31, 1994 and 1993,
               respectively.






<PAGE>


<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
11.  Debt Maturing Within One Year and Lines of Credit

               Debt maturing within one year consists of the following:



               Millions of Dollars    at December 31    1994      1993     1992
               ----------------------------------------------------------------

               <S>                                     <C>      <C>      <C>
               Notes payable

                 Commercial paper                     $  65.8   $ 91.4   $140.1

                 Bank notes                                 -     18.2     25.0

               Current maturities of long-term debt       2.9      2.4     27.9
                                                       ------    -----   ------


                 Total                                 $ 68.7   $112.0   $193.0
                                                       ------   ------   ------
                                                       ------   ------   ------

               Weighted average interest rates on

                 notes payable                           6.2%     3.3%     3.4%



                  Average notes payable and the related interest rates for the

               last three years are as follows:



               Millions of Dollars                       1994     1993     1992
               ----------------------------------------------------------------

               Average amounts of notes payable

                 outstanding during the year*          $ 69.5   $162.5   $158.3

               Weighted average interest rate

                 during the year**                       4.2%     3.2%     3.8%

               Maximum amounts of notes payable at

                 any month-end during the year         $100.2   $202.5   $209.8


<FN>

                *   Amounts represent the average daily face amount of notes.

               **   Weighted average interest rates are computed by dividing the
                    daily average face amount of notes into the aggregate
                    related interest expense.
</TABLE>





                  At December 31, 1994, the Company had approximately $142
               million of unused bank lines of credit, which are available to
               provide support for commercial paper borrowings.  These lines of
               credit are available for general corporate purposes.  There are
               no material compensating balances or commitment fee agreements
               under these credit arrangements.


<PAGE>


<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
12.  Long-Term Debt

               Interest rates and maturities of long-term debt outstanding at

               December 31, in millions of dollars, were as follows:

               Description                                  1994        1993
               -------------------------------------------------------------

                    <S> <C>                <C>            <C>         <C>
                    Debentures/Notes

                        Year of Maturity   Interest Rate
                        ----------------   -------------

                        1996               7.300          $ 40.0      $ 40.0

                        1997               6.700           100.0       100.0

                        1999               8.625            40.0        40.0

                        2000               9.100            75.0        75.0

                        2002               4.375            20.0        20.0

                        2003               6.240            20.0        20.0

                        2005               6.330            20.0        20.0

                        2011               7.375            50.0        50.0

                        2023               7.250            50.0        50.0

                        2023               7.18-7.27        80.0        80.0



                    Capital leases and other                36.8        30.9

                    Unamortized discount-net                 (.6)        (.6)

                    Current maturities                      (2.9)       (2.4)
                                                          ------      ------

                    Total                                 $528.3      $522.9
                                                          ------      ------
                                                          ------      ------
</TABLE>




                  During 1992, the Company redeemed $90 million of notes and CBT
               redeemed $75 million of debentures.  As a result of the early
               extinguishment of these notes and debentures, a loss of $3.7
               million ($.06 per common share), was recognized as an
               extraordinary charge, net of an income tax benefit.






<PAGE>

-------------------------------------------------------------------------------
13.  Off-Balance-Sheet Risk and Concentration of Credit Risk

    In 1990, the Company entered into an interest rate and currency
    swap agreement to reduce the impact of changes in interest rates
    and foreign currency exchange rates.  Under the agreement, the
    Company received 225 million French francs in return for
    $41.7 million.  The swap agreement has the effect of converting
    $41.7 million of the Company's short-term variable interest rate
    borrowings to long-term at a French franc fixed interest rate.
    At the end of the agreement in the year 2000, the original
    amounts will be repaid.  This transaction was designated as a
    hedge of the Company's net investment in a French subsidiary of
    MATRIXX Marketing and accordingly, the currency gains or losses
    associated with this transaction were reflected in the currency
    translation adjustment in shareowners' equity.  The Company does
    not engage in foreign currency speculation.

      The Company receives quarterly interest payments calculated
    using market rates on a notional amount of $41.7 million.  These
    payments approximately offset the cash interest incurred on
    $41.7 million of commercial paper borrowings.  The Company
    accrues interest on a notional amount of 225 million French
    francs.  The approximate effective rate is such that net interest
    expense is based on the interest cost implicit in the contract
    measured in French francs (approximately 11%).  Net amounts due
    to and from the counterparty are reflected in interest expense in
    the periods in which they accrue.  The net effect of the swap for
    the years ended December 31, 1994 and 1993 was to increase
    interest expense by $4.5 million and $4.2 million, respectively.
    The swap also increased the Company's weighted average interest
    rate from 7.4% to 8.2% in 1994 and from 6.8% to 7.6% in 1993.

      Interest due under the contract is payable in five equal annual
    installments of 66.4 million French francs each beginning in
    August 1996.  Since these payments are to be made in French
    francs, the Company is subject to the risk of currency exchange
    fluctuations, and accrues the effect of such fluctuations in
    interest expense.


<PAGE>

      The Company would not currently be subject to a loss if the
    counterparty should fail because of the current position of the
    swap.

      The Company has not hedged other amounts and transactions
    denominated in foreign currencies.  Except for the accrued
    interest related to the swap agreement, assets are offset by
    liabilities of approximately the same amount and in the same
    currency and therefore the Company believes that there is no
    material risk of currency loss.


<PAGE>

-------------------------------------------------------------------------------
14.  Fair Value of Financial Instruments

    The following methods and assumptions were used to estimate the
    fair value of each class of financial instruments for which it is
    practicable to estimate that value:

      Cash and cash equivalents, commercial paper and short-term
    notes payable - the carrying amount approximates fair value
    because of the short maturity of those instruments.

      Long-term debt - the fair value of long-term debt is estimated
    based on the quotes for similar liabilities obtained from an
    underwriter.  The carrying amounts at December 31, 1994 and 1993,
    were approximately $495.7 million and $495.3 million,
    respectively.  The estimated fair values at December 31, 1994 and
    1993, were $454.2 million and $513.0 million, respectively.

      Interest rate and currency swap agreement - the fair value of
    foreign currency and interest rate swaps (used for hedging
    purposes) is the estimated amount that the Company would receive
    (or pay) to terminate the swap agreements at the reporting date,
    taking into account current currency translation and interest
    rates and the current creditworthiness of the swap
    counterparty.    The Company's foreign currency and
    interest rate swap agreement is described in Note 13.  At
    December 31, 1994 and 1993, if the Company had closed its
    position on this agreement, additional costs of approximately
    $8.0 million and $9.9 million, respectively, would have been
    incurred.


<PAGE>

-------------------------------------------------------------------------------
15.  Common and Preferred Shares

    COMMON SHARES

      The Company had programs to purchase its common shares on the
    open market as market conditions warranted.  All programs expired
    by December 1993.  As part of these programs, the Company
    repurchased 281,000 common shares for $5.5 million in 1993 and
    322,000 common shares in 1992 for $5.6 million.

    SHARE PURCHASE RIGHTS PLAN

      In 1986, the Company adopted a Share Purchase Rights Plan by
    granting a dividend of one right for each outstanding common
    share.  After adjustments for share splits there is one quarter
    right associated with each share.  Each right entitles
    shareholders to purchase, under certain conditions, one one-
    hundredth of a Series A Preferred Share, without par value, for
    $125.  The rights may be exercised or transferred apart from the
    common shares only if a person or group acquires 20% or more of
    the Company's common shares or announces a tender offer that
    would result in ownership of 30% or more of the Company's common
    shares. Thereafter, if the Company is the surviving corporation
    in a merger, or if an acquirer becomes the beneficial owner of
    more than 40% of the common shares of the Company, or in the
    event of certain self-dealing transactions between the acquirer
    and the Company, each holder of a right will be entitled to
    purchase common shares of the Company having a value equal to two
    times the exercise price of the right.  If the Company is not the
    surviving corporation in a merger, or if 50% or more of the
    Company's assets or earning power is sold or transferred, each
    holder of a right will be entitled to purchase common shares of
    the surviving company equal to two times the exercise price of
    the right.  Any rights owned by the acquirer would be null and
    void.  The rights, which expire on November 5, 1996, may be
    redeemed by the Company at a price of $.01 per right after the
    acquisition of 20% of the Company's common shares.


<PAGE>

    PREFERRED SHARES

      The Company is authorized to issue up to 4,000,000 voting
    preferred shares and 1,000,000 nonvoting preferred shares.  At
    December 31, 1994 and 1993, there were no preferred shares
    outstanding.


<PAGE>

-------------------------------------------------------------------------------
16.  Stock Option and Other Incentive Plans

    The Company has several incentive plans which allow for the
    granting of options, stock appreciation rights (SARs) and other
    awards at no less than the fair market value at the grant date.

      Stock option activity is summarized as follows:


<TABLE>
<CAPTION>

    Options                                   1994           1993              1992
    -----------------------------------------------------------------------------------
    <S>                                <C>              <C>               <C>
    Outstanding at beginning of year       2,532,828        1,972,135         1,483,354
      Granted                                844,900          923,050           717,725
      Exercised                                    -         (123,112)         (102,194)
      Cancelled                             (598,733)        (239,245)         (126,750)
                                           ---------         --------         ---------
    Outstanding at end of year             2,778,995        2,532,828         1,972,135
                                           ---------        ---------         ---------
                                           ---------        ---------         ---------
    Exercisable at December 31             1,683,811        1,326,053           926,315
    Common shares available for
      granting of options                  4,382,000        4,049,000         4,124,000
    Price of options exercised                     -    $10.97-$21.13     $10.97-$11.13
    Exercise price of options
      outstanding                      $12.00-$26.50    $12.00-$26.50     $10.97-$26.50
</TABLE>


    During 1994, 1993 and 1992, 72,000 shares, 5,500 shares and 1,000
    shares, respectively, were granted as other awards.  There were
    no SARs granted or outstanding during 1994, 1993 and 1992.


<PAGE>

-------------------------------------------------------------------------------
17.  Lease Commitments

    The Company leases certain facilities and equipment used in its
    operations.  Total rental expenses amounted to approximately
    $71.7 million, $71 million and $67.6 million in 1994, 1993 and
    1992, respectively.

      At December 31, 1994, the aggregate minimum rental commitments
    under noncancelable leases for the periods shown, in millions of
    dollars, are as follows:


<TABLE>
<CAPTION>
                                   Operating           Capital
     Year                           Leases              Leases
     ---------------------------------------------------------
     <S>                           <C>                 <C>
     1995                           $ 55.4              $  7.2
     1996                             44.2                 6.9
     1997                             31.3                 6.9
     1998                             21.7                 6.6
     1999                             20.7                 4.2
     Thereafter                       25.0                50.9
                                    ------              ------
         Total                      $198.3                82.7
                                    ------
                                    ------
     Amount representing interest                          47.2
                                                         ------
     Present value of net minimum lease payments         $ 35.5
                                                         ------
                                                         ------
</TABLE>


    Capital lease obligations incurred were approximately $7.3
    million, $5.8 million and $.9 million in 1994, 1993 and 1992,
    respectively.


<PAGE>

-------------------------------------------------------------------------------
18.  Quarterly Financial Information (Unaudited)

    All adjustments necessary for a fair statement of income for each
    period have been included.


<TABLE>
<CAPTION>

                     Millions of Dollars
                     -----------------------------------------------
    Calendar                               Operating                              Earnings (Loss) Per
    Quarter          Total Revenues      Income (Loss)    Net Income (Loss)          Common Share
    -------------------------------------------------------------------------------------------------
    <S>              <C>                 <C>              <C>                     <C>
    1994
    1st                 $  292.1             $  36.7          $  12.7                    $  .20
    2nd                    299.8                42.5             18.7                       .28
    3rd                    312.9                43.3             20.1                       .31
    4th                    323.4                42.9             21.1                       .32
                        --------             -------          -------                    ------
       Total            $1,228.2             $ 165.4          $  72.6                    $ 1.11
                        --------             -------          -------                    ------
                        --------             -------          -------                    ------
    1993
    1st                 $  262.5             $  31.2          $  20.8                    $  .32
    2nd                    262.6                28.2             13.5                       .20
    3rd                    277.3                32.2             15.6                       .24
    4th                    287.2              (110.3)          (106.7)                    (1.69)
                        --------             -------          -------                    ------
       Total            $1,089.6             $ (18.7)         $ (56.8)                   $ (.93)
                        --------             -------          -------                    ------
                        --------             -------          -------                    ------
</TABLE>


      Net income for the fourth quarter 1994 was reduced by $3.7
    million or $.06 per common share from special charges.  Special
    charges consist of the net of costs for CBT's voluntary
    separation incentive program for certain senior managers, as
    described in Note 20, estimated curtailment losses from the
    Company's non-qualified pension plan as described in Note 6 and a
    reduction in the disposal and restructuring reserve as described
    in Note 2.

      Net income for the first quarter 1994 was reduced by $2.9
    million or $.04 per common share from a change in accounting
    principle as described in Note 8.

      Fourth quarter 1993 results were affected by several
    significant charges as described in Notes 2, 4, 9 and 20.  On a
    combined basis,


<PAGE>

    these charges increased net loss by approximately $108.6 million or
    $1.72 per common share.

      Net income for the third quarter 1993 was reduced by $2.8
    million or $.04 per common share because of capitalized software
    adjustments as described in Note 9.

      Net income for the second quarter 1993 was reduced by $2.0
    million or $.03 per common share for a provision for inventory
    losses recorded by Cincinnati Bell Supply.

      First quarter 1993 results include the $6.5 million or $.10 per
    common share gain on the sale of certain CBT businesses as
    described in Note 20.


<PAGE>

-------------------------------------------------------------------------------
19.  Additional Financial Information


<TABLE>
<CAPTION>

    Millions of Dollars         Year Ended December 31         1994       1993        1992
    ---------------------------------------------------------------------------------------
    <S>                                                        <C>        <C>         <C>
    Taxes other than income taxes:
      Property                                                 $39.1      $39.1       $39.9
      Gross receipts                                            19.4       18.2        18.0
      Payroll-related                                           33.6       33.1        32.5
      Other                                                       .7         .6          .4
                                                               -----      -----       -----
        Total                                                  $92.8      $91.0       $90.8
                                                               -----      -----       -----
                                                               -----      -----       -----
    Interest expense:
      Long-term debt                                            46.2       36.0       $39.3
      Notes payable and other                                    3.3        9.8         6.9
                                                               -----      -----       -----
        Total                                                  $49.5      $45.8       $46.2
                                                               -----      -----       -----
                                                               -----      -----       -----
    Cash paid for:
      Interest (net of amount capitalized)                     $42.6      $36.6       $40.2
      Income taxes                                             $30.3      $22.7       $35.2
</TABLE>



<PAGE>

-------------------------------------------------------------------------------
20.  Cincinnati Bell Telephone Company

    The following summarized financial information is for the
    Company's consolidated wholly owned subsidiary, Cincinnati Bell
    Telephone Company:


<TABLE>
<CAPTION>

    Millions of Dollars      Year Ended December 31           1994         1993         1992
    ------------------------------------------------------------------------------------------
    <S>                                                     <C>            <C>          <C>
    Revenues                                                $  599.7       $575.5       $594.3
    Costs and expenses                                      $  500.2       $481.9       $506.2
    Net income                                              $   54.8       $ 59.2       $ 53.5
</TABLE>



<TABLE>
<CAPTION>

    Millions of Dollars      At December 31                   1994           1993
    -------------------------------------------------------------------------------
    <S>                                                     <C>            <C>
    Current assets                                          $  187.9       $  159.6
    Telephone plant-net                                        901.6          900.1
    Other noncurrent assets                                     21.0           32.2
                                                            --------      ---------
        Total assets                                        $1,110.5       $1,091.9
                                                            --------      ---------
                                                            --------      ---------
    Current liabilities                                     $  148.3       $  139.4
    Noncurrent liabilities                                     195.0          196.4
    Long-term debt                                             312.3          310.5
    Common shareowner's equity                                 454.9          445.6
                                                            --------      ---------
        Total liabilities and
          shareowner's equity                               $1,110.5       $1,091.9
                                                            --------      ---------
                                                            --------      ---------
</TABLE>


      Results for 1994 include charges related to a voluntary
    separation incentive program for certain CBT senior managers.
    The cost of this offer was $3.6 million pre-tax and is included
    in the special charges line of the income statement.

      CBT results for 1994 include charges of $3.7 million pre-tax
    for a charge in accounting for employee postemployment benefits
    as described in Note 8.


<PAGE>

      In 1993, CBT deferred $3.6 million of postretirement costs with
    regulatory approval.  In 1994, the deferrals were discontinued
    and previously deferred costs were reduced by $2.5 million to a
    level expected to be recovered under CBT's new alternative
    regulation plan.  The charge reduced net income by $1.3 million
    or $.03 per common share.

      Results for 1993 reflect decreased expenses as a result of CBT
    changing the period in which employees earn vacations.  The
    change decreased the net loss for the year by approximately $3.9
    million ($.06 per common share).

      CBT's results for 1993 include amounts accrued related to
    orders by the Federal Communications Commission (FCC) to refund
    to interexchange carriers earnings in excess of the FCC's target
    range in the 1987-1988 monitoring period.  The accruals reduced
    network access revenues by approximately $6.6 million and
    increased interest expense by approximately $4.2 million.  These
    charges increased net loss by approximately $7 million ($.11 per
    common share).

      Results for 1993 include a gain of approximately $6.5 million
    ($.10 per common share) from the sale of CBT's residential
    equipment leasing and PhoneCenter stores businesses.

      Fourth quarter 1992 results include extraordinary charges of
    approximately $2 million ($.03 per common share) from the early
    redemption of CBT debentures as described in Note 12.

      CBT's results for 1992 also include a $3.1 million ($.05 per
    common share) non-operating gain from an amendment to the
    marketing agency relationship with AT&T.


<PAGE>
-------------------------------------------------------------------------------
21.  Business Segment Information

          The Company operates primarily in three industry segments, Telephone
          Operations, Information Systems and Marketing Services.  Telephone
          Operations provides telecommunications services and products, mainly
          local service, network access and toll telephone service.  Information
          Systems provides data processing services and software development
          services through long-term contracts for telecommunications and
          general business needs.  Marketing Services provides telephone
          marketing, research, fulfillment and database services.  Other
          includes long-distance re-selling, directory services, the purchase
          and selling of reconditioned telecommunications and computer
          equipment, corporate activities, and eliminations.

               For the years ended December 31, the Company's segment
          information is as follows:


<TABLE>
<CAPTION>

     Millions of Dollars                   1994          1993        1992
     ------------------------------------------------------------------------
     <S>                                 <C>           <C>           <C>
     Revenues
        Telephone Operations
           Local Service                 $  329.3      $  304.1      $  293.4
           Network Access                   141.0         131.9         138.8
           Long Distance                     37.2          41.4          33.2
           Other                             92.2          98.1         128.9
                                         --------      --------      --------
           Total Telephone Operations       599.7         575.5         594.3
        Information Systems                 343.8         356.6         386.6
        Marketing Services                  226.1         108.2          88.2
        Other                               129.6         124.4         120.6
        Intersegment Revenues               (71.0)        (75.1)        (88.3)
                                         --------      --------      --------
           Total                         $1,228.2      $1,089.6      $1,101.4
     ------------------------------------------------------------------------
     Intersegment Revenues
        Telephone Operations             $   23.6      $   23.0      $   22.8
        Information Systems                  40.5          46.9          58.7
        Marketing Services                    2.1            .4           1.7
        Other                                 4.8           4.8           5.1
                                         --------      --------      --------
           Total                         $   71.0      $   75.1      $   88.3
     ------------------------------------------------------------------------
     Operating Income
        Telephone Operations             $   99.5      $   93.6      $   88.1
        Information Systems                  27.1        (124.6)        (11.8)
        Marketing Services                   22.6           2.0            .7
        Other                                16.2          10.3          14.2
                                         --------      --------      --------
           Total                         $  165.4      $  (18.7)     $   91.2
     ------------------------------------------------------------------------
     Assets
        Telephone Operations             $1,110.5      $1,091.9      $1,033.7
        Information Systems                 246.4         293.4         355.6
        Marketing Services                  262.7         225.3         140.2
        Other                               103.8          53.5         103.0
                                         --------      --------      --------
           Total                         $1,723.4      $1,664.1      $1,632.5
     ------------------------------------------------------------------------


<PAGE>

<CAPTION>
     <S>                                 <C>           <C>           <C>
     Capital Additions
        Telephone Operations             $  112.8      $  111.6      $   94.6
        Information Systems                  20.2          40.1          32.3
        Marketing Services                   11.7          73.7           5.3
        Other                                11.5          10.0           7.9
                                         --------      --------      --------
           Total                         $  156.2      $  235.4      $  140.1
     ------------------------------------------------------------------------
     Depreciation and Amortization
        Telephone Operations             $  110.6      $   99.2      $  100.2
        Information Systems                  26.4          47.0          26.1
        Marketing Services                   13.6           8.4           7.6
        Other                                 3.5           3.9           3.1
                                         --------      --------      --------
           Total                         $  154.1      $  158.5      $  137.0
     ------------------------------------------------------------------------

</TABLE>



               Certain corporate administrative expenses have been allocated to
          segments based upon the nature of the expense.  Assets are those
          assets used in the operations of the segment.

               During 1994, 1993 and 1992 the Company had special charges as
          described in Notes 2, 6 and 20.

               Revenues and operating income of the information systems and
          marketing services segment were affected by the following factors.
          Information systems revenues and expenses for 1993 included
          approximately $67 million and $89 million, respectively, related to
          businesses sold or closed during 1994.  Accordingly, revenues and
          operating expenses for these businesses during 1994 were charged to
          the disposal and restructuring reserve as described in Note 2.
          Information systems operating income for 1993 was reduced by special
          charges of $102 million.  Marketing services revenues and operating
          income for 1994 increased from the inclusion of the operations of WATS
          Marketing for a full year, which was acquired in November 1993.

               Revenues from foreign sources and assets denominated in foreign
          currencies at December 31, 1994 were 8% and less than 5%,
          respectively, of consolidated totals.


<PAGE>

-------------------------------------------------------------------------------
22.  Major Customer

          The Company derives significant revenues from AT&T and its affiliates
          by providing network services, information management systems and
          marketing services.  With the completion of the merger of AT&T and
          McCaw Cellular Communications Inc. in 1994, the Company's revenues
          from AT&T (as combined with McCaw) have increased compared to prior
          years.  During 1994, 1993, and 1992, revenues from AT&T (excluding
          network access revenues) accounted for 18.6%, 11.7% and 13.7%,
          respectively, of the Company's consolidated revenues, respectively.
          For 1994, revenues from AT&T accounted for 45% of the Information
          Systems segment revenues.


<PAGE>

-------------------------------------------------------------------------------
23.  Contingencies

          The Company is seeking to dissolve its 45 percent interest in a
          cellular partnership with Ameritech Mobile Phone Service of
          Cincinnati, Inc. because of poor performance.  The Company has
          requested dissolution and distribution in the form of either cash or
          assets including the cellular license in Cincinnati.  The potential
          impact of a settlement from the lawsuit is an extremely broad range
          depending upon the form of distribution and the amount of damages
          awarded.  At this time, the Company is unable to narrow the range
          described above but the Company believes it will recover its $44
          million investment in the partnership.

               The Company is from time to time subject to routine complaints
          incidental to the business.  The Company believes that the results of
          any complaints and proceedings will not have a materially adverse
          effect on the Company's financial condition.






<PAGE>
                                                                Exhibit 21
                                                                    to
                                                             Form 10-K for 1994


                         Subsidiaries of the Registrant
                             (as of March 27, 1995)


                                                          State of
Subsidiary                                              Incorporation
----------                                              -------------
Cincinnati Bell Telephone Company                           Ohio
Cincinnati Bell Information Systems Inc.                    Ohio
Cincinnati Bell Long Distance Inc.                          Ohio
Cincinnati Bell Supply Company                              Ohio
MATRIXX Marketing Inc.                                      Ohio
Cincinnati Bell Properties Inc.                           Kentucky
Cincinnati Bell Directory Inc.                              Ohio
Cincinnati Bell Cellular Systems Company                    Ohio



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







<PAGE>
                                                                 Exhibit 23
                                                                      to
                                                             Form 10-K for 1994



                              CINCINNATI BELL INC.
                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in the registration statements of
Cincinnati Bell Inc. on Form S-3 (File No. 33-39385), Form S-3 (File No.
33-54750), Form S-3 (File No. 33-62044), Form S-8 (File No. 33-29332), Form S-8
(File No. 33-3195), Form S-8 (File No. 33-1462), Form S-8 (File No. 33-1487),
Form S-8 (File No. 33-15467), Form S-8 (File No. 33-23159), Form S-8 (File No.
33-29331), Form S-8 (File No. 33-36381), Form S-8 (File No. 33-36380), Form S-8
(File No. 33-39654), Form S-8 (File No. 33-43775), and Form S-14 (File No.
2-82253) of our report dated February 13, 1995 on our audits of the consolidated
financial statements and financial statement schedule of Cincinnati Bell Inc.
as of December 31, 1994 and 1993, and for each of the three years in the period
ended December 31, 1994, which report is included in this Annual Report on Form
10-K.




/s/  COOPERS & LYBRAND L.L.P.


COOPERS & LYBRAND L.L.P.

Cincinnati, Ohio
March 28, 1995







<PAGE>

                                                                 Exhibit 24
                                                                     to
                                                              Form 10K for 1994




                                   POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, CINCINNATI BELL INC., an Ohio corporation (hereinafter referred to
as the "Company"), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as
amended, and the Rules and Regulations thereunder; an annual report on Form
10-K; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints  John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such annual
report on Form 10-K, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to
 be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day
of March, 1995.


                                   /S/ PAUL W. CHRISTENSEN, JR.
                                   -------------------------------
                                   Paul W. Christensen, Jr.
                                   Director




STATE OF OHIO      )
                   ) SS:
COUNTY OF HAMILTON )

        On the 6th day of March, 1995, personally appeared before me Paul W.
Christensen, Jr., to me known and known to me to be the person described in and
who executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

        Witness my hand and official seal this 6th day of March, 1995.


                                   /S/ ROBERT D. LEMMINK
                                   -------------------------------
                                   Notary Public
                                   Robert Dale Lemmink, Attorney at Law
                                   Notary Public, State of Ohio
                                   My Commission Has No Expiration Date
                                   Section 147.03


<PAGE>


                                   POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

        WHEREAS, CINCINNATI BELL INC., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Exchange Act of 1934,
as amended, and the Rules and Regulations thereunder; an annual report on Form
10-K; and

        WHEREAS, the undersigned is a director of the Company;

        NOW, THEREFORE, the undersigned hereby constitutes and appoints  John
T. LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
and each of them singly, his attorneys for him and in his name, place and stead,
and in his office and capacity in the Company, to execute and file such annual
report on Form 10-K, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th
day of March, 1995.


                                   /S/ JOHN F. BARRETT
                                   --------------------------------
                                   John F. Barrett
                                   Director


STATE OF OHIO      )
                   ) SS:
COUNTY OF HAMILTON )

        On the 6th day of March, 1995, personally appeared before me John
F. Barrett, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

        Witness my hand and official seal this 6th day of March, 1995.


                                   /S/ ROBERT D. LEMMINK
                                   ---------------------------------
                                   Notary Public
                                   Robert Dale Lemmink, Attorney at Law
                                   Notary Public, State of Ohio
                                   My Commission Has No Expiration Date
                                   Section 147.03


<PAGE>


                                   POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

        WHEREAS, CINCINNATI BELL INC., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Exchange Act of 1934,
as amended, and the Rules and Regulations thereunder; an annual report on Form
10-K; and

        WHEREAS, the undersigned is a director of the Company;

        NOW, THEREFORE, the undersigned hereby constitutes and appoints  John
T. LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
and each of them singly, his attorneys for him and in his name, place and stead,
and in his office and capacity in the Company, to execute and file such annual
report on Form 10-K, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th
day of March, 1995.


                                   /S/ WILLIAM A. FRIEDLANDER
                                   -------------------------------
                                   William A. Friedlander
                                   Director




STATE OF OHIO      )
                   ) SS:
COUNTY OF HAMILTON )

        On the 6th day of March, 1995, personally appeared before me William A.
Friedlander, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

        Witness my hand and official seal this 6th day of March, 1995.


                                   /S/ ROBERT D. LEMMINK
                                   -------------------------------
                                   Notary Public
                                   Robert Dale Lemmink, Attorney at Law
                                   Notary Public, State of Ohio
                                   My Commission Has No Expiration Date
                                   Section 147.03


<PAGE>


                                   POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

        WHEREAS, CINCINNATI BELL INC., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Exchange Act of 1934,
as amended, and the Rules and Regulations thereunder; an annual report on Form
10-K; and

        WHEREAS, the undersigned is a director of the Company;

        NOW, THEREFORE, the undersigned hereby constitutes and appoints  John
T. LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
and each of them singly, his attorneys for him and in his name, place and stead,
and in his office and capacity in the Company, to execute and file such annual
report on Form 10-K, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th
day of March, 1995.


                                   /S/ RAYMOND R. CLARK
                                   -------------------------------
                                   Raymond R. Clark
                                   Director




STATE OF OHIO      )
                   ) SS:
COUNTY OF HAMILTON )

        On the 6th day of March, 1995, personally appeared before me Raymond R.
Clark, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

        Witness my hand and official seal this 6th day of March, 1995.


                                   /S/ ROBERT D. LEMMINK
                                   -------------------------------
                                   Notary Public
                                   Robert Dale Lemmink, Attorney at Law
                                   Notary Public, State of Ohio
                                   My Commission Has No Expiration Date
                                   Section 147.03


<PAGE>


                                   POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

        WHEREAS, CINCINNATI BELL INC., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Exchange Act of 1934,
as amended, and the Rules and Regulations thereunder; an annual report on Form
10-K; and

        WHEREAS, the undersigned is a director of the Company;

        NOW, THEREFORE, the undersigned hereby constitutes and appoints  John
T. LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
and each of them singly, his attorneys for him and in his name, place and stead,
and in his office and capacity in the Company, to execute and file such annual
report on Form 10-K, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th
day of March, 1995.


                                   /S/ PHILLIP R. COX
                                   -------------------------------
                                   Phillip R. Cox
                                   Director




STATE OF OHIO      )
                   ) SS:
COUNTY OF HAMILTON )

        On the 6th day of March, 1995, personally appeared before me , to me
Phillip R. Cox, known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

        Witness my hand and official seal this 6th day of March, 1995.


                                   /S/ ROBERT D. LEMMINK
                                   -------------------------------
                                   Notary Public
                                   Robert Dale Lemmink, Attorney at Law
                                   Notary Public, State of Ohio
                                   My Commission Has No Expiration Date
                                   Section 147.03


<PAGE>


                                   POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

        WHEREAS, CINCINNATI BELL INC., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Exchange Act of 1934,
as amended, and the Rules and Regulations thereunder; an annual report on Form
10-K; and

        WHEREAS, the undersigned is a director of the Company;

        NOW, THEREFORE, the undersigned hereby constitutes and appoints  John
T. LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
and each of them singly, his attorneys for him and in his name, place and stead,
and in his office and capacity in the Company, to execute and file such annual
report on Form 10-K, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th
day of March, 1995.


                                   /S/ ROBERT P. HUMMEL
                                   -------------------------------
                                   Robert P. Hummel
                                   Director




STATE OF OHIO      )
                   ) SS:
COUNTY OF HAMILTON )

        On the 6th day of March, 1995, personally appeared before me Robert P.
Hummel, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

        Witness my hand and official seal this 6th day of March, 1995.


                                   /S/ ROBERT D. LEMMINK
                                   -------------------------------
                                   Notary Public
                                   Robert Dale Lemmink, Attorney at Law
                                   Notary Public, State of Ohio
                                   My Commission Has No Expiration Date
                                   Section 147.03


<PAGE>


                                   POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

        WHEREAS, CINCINNATI BELL INC., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Exchange Act of 1934,
as amended, and the Rules and Regulations thereunder; an annual report on Form
10-K; and

        WHEREAS, the undersigned is a director of the Company;

        NOW, THEREFORE, the undersigned hereby constitutes and appoints  John
T. LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
and each of them singly, his attorneys for him and in his name, place and stead,
and in his office and capacity in the Company, to execute and file such annual
report on Form 10-K, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th
day of March, 1995.


                                   /S/ JAMES D. KIGGEN
                                   -------------------------------
                                   James D. Kiggen
                                   Director




STATE OF OHIO      )
                   ) SS:
COUNTY OF HAMILTON )

        On the 6th day of March, 1995, personally appeared before me  James D.
Kiggen, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

        Witness my hand and official seal this 6th day of March, 1995.


                                   /S/ ROBERT D. LEMMINK
                                   -------------------------------
                                   Notary Public
                                   Robert Dale Lemmink, Attorney at Law
                                   Notary Public, State of Ohio
                                   My Commission Has No Expiration Date
                                   Section 147.03


<PAGE>


                                   POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

        WHEREAS, CINCINNATI BELL INC., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Exchange Act of 1934,
as amended, and the Rules and Regulations thereunder; an annual report on Form
10-K; and

        WHEREAS, the undersigned is a director of the Company;

        NOW, THEREFORE, the undersigned hereby constitutes and appoints  John
T. LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
and each of them singly, his attorneys for him and in his name, place and stead,
and in his office and capacity in the Company, to execute and file such annual
report on Form 10-K, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th
day of March, 1995.


                                   /S/ DAVID B. SHARROCK
                                   -------------------------------
                                   David B. Sharrock
                                   Director




STATE OF OHIO      )
                   ) SS:
COUNTY OF HAMILTON )

        On the 6th day of March, 1995, personally appeared before me David B.
Sharrock, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

        Witness my hand and official seal this 6th day of March, 1995.


                                   /S/ ROBERT D. LEMMINK
                                   -------------------------------
                                   Notary Public
                                   Robert Dale Lemmink, Attorney at Law
                                   Notary Public, State of Ohio
                                   My Commission Has No Expiration Date
                                   Section 147.03


<PAGE>


                                   POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

        WHEREAS, CINCINNATI BELL INC., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Exchange Act of 1934,
as amended, and the Rules and Regulations thereunder; an annual report on Form
10-K; and

        WHEREAS, the undersigned is a director of the Company;

        NOW, THEREFORE, the undersigned hereby constitutes and appoints  John
T. LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
and each of them singly, his attorneys for him and in his name, place and stead,
and in his office and capacity in the Company, to execute and file such annual
report on Form 10-K, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th
day of March, 1995.


                                   /S/ JOHN T. LAMACCHIA
                                   -------------------------------
                                   John T. LaMacchia
                                   Director




STATE OF OHIO      )
                   ) SS:
COUNTY OF HAMILTON )

        On the 6th day of March, 1995, personally appeared before me John T.
LaMacchia, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

        Witness my hand and official seal this 6th day of March, 1995.


                                   /S/ ROBERT D. LEMMINK
                                   -------------------------------
                                   Notary Public
                                   Robert Dale Lemmink, Attorney at Law
                                   Notary Public, State of Ohio
                                   My Commission Has No Expiration Date
                                   Section 147.03


<PAGE>


                                   POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

        WHEREAS, CINCINNATI BELL INC., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Exchange Act of 1934,
as amended, and the Rules and Regulations thereunder; an annual report on Form
10-K; and

        WHEREAS, the undersigned is a director of the Company;

        NOW, THEREFORE, the undersigned hereby constitutes and appoints  John
T. LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
and each of them singly, his attorneys for him and in his name, place and stead,
and in his office and capacity in the Company, to execute and file such annual
report on Form 10-K, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th
day of March, 1995.


                                   /S/ DWIGHT H. HIBBARD
                                   -------------------------------
                                   Dwight H. Hibbard
                                   Director




STATE OF OHIO      )
                   ) SS:
COUNTY OF HAMILTON )

        On the 6th day of March, 1995, personally appeared before me Dwight H.
Hibbard, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

        Witness my hand and official seal this 6th day of March, 1995.


                                   /S/ ROBERT D. LEMMINK
                                   -------------------------------
                                   Notary Public
                                   Robert Dale Lemmink, Attorney at Law
                                   Notary Public, State of Ohio
                                   My Commission Has No Expiration Date
                                   Section 147.03


<PAGE>


                                   POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

        WHEREAS, CINCINNATI BELL INC., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Exchange Act of 1934,
as amended, and the Rules and Regulations thereunder; an annual report on Form
10-K; and

        WHEREAS, the undersigned is a director of the Company;

        NOW, THEREFORE, the undersigned hereby constitutes and appoints  John
T. LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
and each of them singly, her attorneys for her and in her name, place and stead,
and in her office and capacity in the Company, to execute and file such annual
report on Form 10-K, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as she might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 6th
day of March, 1995.


                                   /S/ MARY D. NELSON
                                   -------------------------------
                                   Mary D. Nelson
                                   Director




STATE OF OHIO      )
                   ) SS:
COUNTY OF HAMILTON )

        On the 6th day of March, 1995, personally appeared before me Mary D.
Nelson, to me known and known to me to be the person described in and who
executed the foregoing instrument, and she duly acknowledged to me that she
executed and delivered the same for the purposes therein expressed.

        Witness my hand and official seal this 6th day of March, 1995.


                                   /S/ ROBERT D. LEMMINK
                                   -------------------------------
                                   Notary Public
                                   Robert Dale Lemmink, Attorney at Law
                                   Notary Public, State of Ohio
                                   My Commission Has No Expiration Date
                                   Section 147.03






<TABLE> <S> <C>


<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                          78,368
<SECURITIES>                                         0
<RECEIVABLES>                                  260,178
<ALLOWANCES>                                    14,056
<INVENTORY>                                     15,988
<CURRENT-ASSETS>                               398,642
<PP&E>                                       1,726,766
<DEPRECIATION>                                 690,591
<TOTAL-ASSETS>                               1,723,448
<CURRENT-LIABILITIES>                          383,337
<BONDS>                                        528,255
<COMMON>                                        65,948
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     486,454
<TOTAL-LIABILITY-AND-EQUITY>                 1,723,448
<SALES>                                              0
<TOTAL-REVENUES>                             1,228,223
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             1,062,809
<LOSS-PROVISION>                                11,099
<INTEREST-EXPENSE>                              49,546
<INCOME-PRETAX>                                117,595
<INCOME-TAX>                                    42,038
<INCOME-CONTINUING>                             75,557
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                      (2,925)
<NET-INCOME>                                    72,632
<EPS-PRIMARY>                                     1.11
<EPS-DILUTED>                                     1.11
        

</TABLE>