<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 

     For the fiscal year ended December 31, 1996

                                       OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934 

     For the transition period from _______ to _______

                          Commission file number 1-8519

                              CINCINNATI BELL INC.
             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
                                                       Cincinnati Stock Exchange

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

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

     At February 28, 1997, there were 67,828,066 common shares outstanding.

     At February 28, 1997, the aggregate market value of the voting shares owned
by non-affiliates was $4,185,888,832.

     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, 1996 (Parts I, II and IV)

(2)  Portions of the registrant's definitive proxy statement dated March 12,
     1997 issued in connection with the annual meeting of shareholders (Part
     III)


<PAGE>

                                TABLE OF CONTENTS


                                     PART I

Item                                                                        Page
- ----                                                                        ----

  1.     Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

  2.     Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . .   17

  3.     Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . .   17

  4.     Submission of Matters to a Vote of the Security Holders . . . . .   18

                                     PART II

  5.     Market for the Registrant's Common Equity and Related Security
         Holder Matters. . . . . . . . . . . . . . . . . . . . . . . . . .   21

  6.     Selected Financial Data . . . . . . . . . . . . . . . . . . . . .   21

  7.     Management's Discussion and Analysis of  Financial Condition
         and Results of Operations . . . . . . . . . . . . . . . . . . . .   21

  8.     Financial Statements and Supplementary Data . . . . . . . . . . .   21

  9.     Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure. . . . . . . . . . . . . .   21

                                    PART III

 10.     Directors and Executive Officers of Registrant. . . . . . . . . .   21

 11.     Executive Compensation. . . . . . . . . . . . . . . . . . . . . .   21

 12.     Security Ownership of Certain Beneficial Owners and Management. .   21

 13.     Certain Relationships and Related Transactions. . . . . . . . . .   21

                                     PART IV

 14.     Exhibits, Financial Statement Schedule, and Reports on Form 8-K .   22

See page 19 for "Executive Officers of the Registrant".


<PAGE>


                                     PART I


ITEM I. BUSINESS

GENERAL

     The Company is a diversified telecommunications company with principal
businesses in three industry segments. The telephone operations segment,
Cincinnati Bell Telephone Company ("CBT"), provides local telephone exchange
services and products in the Greater Cincinnati area.  The information systems
segment, Cincinnati Bell Information Systems Inc. ("CBIS"), provides and manages
customer-care and billing solutions for the communications and cable TV
industries.  The teleservices segment, MATRIXX Marketing Inc. ("MATRIXX"),
provides a full range of outsourced marketing solutions to large corporations.
The Company's other businesses include: Cincinnati Bell Long Distance Inc.
("CBLD"), which provides resale 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, as well as information and advertising services; and companies having
interests in cellular mobile telephone service and in the marketing of computer
and telecommunications equipment. 

     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). 

STRATEGY

     The three principal businesses and other interests of the Company are the
products of a focused strategy first initiated in 1983 to expand from a local
exchange telecommunications company into a broader, more diversified company
providing value-added customer-care services in high growth and converging
communications markets. By leveraging the combined knowledge, capabilities and
experience of its principal subsidiaries, the Company seeks to take advantage of
the opportunities arising from the growing communications market and from the
growing trend to outsource information services and teleservices.  CBIS and
MATRIXX have unique insight into the customer-care requirements of their clients
because of the knowledge and expertise they have developed by servicing CBT, a
full-service telecommunications provider.  The Company's ability to provide
unique insight into the customer-care requirements of outsourcing clients of
both CBIS and MATRIXX is enhanced by the knowledge and expertise developed by
servicing CBT, a full-service telecommunications provider. 

     In addition to the growth opportunities and synergies created by working
together, each business - CBT, CBIS and MATRIXX  - has growth strategies in its
respective markets. CBT's strategy is to leverage off its well-regarded brand
name, excellent service record and tradition of quality as it markets bundled
communications, information and entertainment services. CBIS's strategy is to
utilize the scale of its data processing operations and its extensive industry
knowledge and experience to be the leading provider of customer-care and billing
services and network provisioning and management systems to the communications
industry. MATRIXX's strategy is to  develop long-term strategic outsourcing
relationships for teleservices support of large clients in the
telecommunications, technology, financial services, consumer products and direct
response industries. 


                                        1


<PAGE>

TELEPHONE OPERATIONS

Cincinnati Bell Telephone Company 

GENERAL

     CBT was founded as The City and Suburban Telegraph Association in 1873,
three years before the invention of the telephone. In 1878, CBT became the first
telephonic exchange in Ohio and the tenth in the nation. 

     CBT is the 14th largest local service telecommunications company in the
United States, based on its network access lines in service at the end of 1996.
In 1996, CBT provided 39% of the Company's revenue and 45% of its operating
income excluding special items, compared to 50% and 85%, respectively, in 1993. 

     CBT provides telecommunications services and products, mainly local
service, network access and toll telephone services, to business and residential
customers in most of the Cincinnati metropolitan area, including parts of
southwestern Ohio, six counties in northern Kentucky and parts of two counties
in southeastern Indiana. Approximately 98% of CBT's network access lines are in
one local calling area. The Cincinnati Bell Telephone brand name is well-known
among CBT's customers. CBT bundles a broad and increasing range of
communications-related products and services under that name. 

     CBT's service record is among the best in the industry.  Based on reports
to the Federal Communications Commission ("FCC"), CBT receives fewer customer
reports of service trouble per line than do nearly all other large U.S.
telecommunications companies.  In 1996 CBT averaged only 1.3 trouble reports per
100 customer lines per month.  In 1995 (latest information available) comparable
RBOC rates ranged from 1.3 to 2.7.  In the face of increased access line growth,
CBT has an exceptional record for keeping installation appointments and for
completing new service orders within five days.

     Since the beginning of 1990, CBT has invested more than $745 million to
upgrade its plant and equipment with modern technology. Of its network access
lines, 91% are served by digital switches, 100% have ISDN capability and 100%
have Signaling System 7 capability, which supports enhanced features such as
Caller ID, Call Trace and Call Return. 

     During the first quarter of 1995, CBT launched initiatives to improve
service to its customers and reduce costs, resulting in a $124 million special
charge for restructuring.  CBT continued to implement its restructuring plan in
1996.  This plan will be completed early in 1997.  While staff levels have been
reduced 19% over two years, during 1996, staff was reduced only 1% due to higher
business volumes and new marketing efforts.


BUSINESS

     On December 31, 1996, CBT had approximately 944,000 network access lines in
service, an increase of 4.1% or 38,000 lines from December 31, 1995.
Approximately 70% of CBT's network access lines serve residential customers and
30% serve business customers. The growth in additional access lines to
residential customers has been particularly strong at CBT over the last several
years. These customers are adding lines for home offices, on-line services and
increased household telephone usage.  In 1996, additional lines accounted for
more than 62% of residential lines added during the year. As of December 31,
1996, approximately 9% of CBT's residential customers had additional access
lines.  CBT expects strong growth in additional lines to continue. 


                                        2


<PAGE>

     Approximately 91% of CBT's network access lines are served by digital
switches that facilitate the transmission of voice, video and data content
across CBT's network. CBT has approximately 1,300 miles of fiber optic cable
throughout the network which provides synchronized optical network technology to
eight business districts and customer specific  applications as well as inter-
office connectivity and local loop applications.

     CBT provides 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, Lucent Technologies and other companies as a full-service
provider of communications products and services to business customers. In
September 1996, CBT began selling and installing direct broadcast satellite
("DBS") services and equipment in its Cincinnati market under an agreement with
DIRECTV-Registered Trademark-, United States Satellite Broadcasting Co. and
certain DBS equipment vendors. In March 1996, CBT became one of the first local
exchange telephone companies in the nation to introduce an Internet access
service for its residential and small business customers. CBT also has
introduced high-capacity local area network interconnection services and ISDN
services. These new services demonstrate CBT's ability to innovate and adapt to
emerging trends in telecommunications. 

     Local services generated approximately 57% of CBT's revenues in 1996.  The
increasingly competitive network access and toll services generated only 29% of
CBT's 1996 revenues, a smaller percentage than most of the nation's largest
local exchange telephone companies receive. The remainder of CBT's revenues come
from other communications services, including commissioned sales, maintenance
and repair services as well as billing services. 

MARKET

     CBT serves a 2,400 square-mile market encompassing most of the Greater
Cincinnati area, which had a total population of approximately 1.5 million in
1990, including 656,000 households. Its regional economy is strong and diverse,
including six locally headquartered Fortune 500 companies. 

     Several companies compete or are planning to compete with CBT through the
provision of local exchange, intraLATA long-distance, enhanced calling such as
voice messaging, customer premises maintenance and repair, wireless
communications, special access, public telephone and business communications
equipment sales and maintenance services. See "Competition." 

OPPORTUNITIES

     CBT plans to develop new products and services and market them in ways that
leverage its well-regarded brand name, large installed customer base, reputation
for service quality, communications industry knowledge and experience and
extensive knowledge of its customers' preferences. CBT also will pursue
co-branding opportunities and alliances with other service providers where
appropriate. 

     CBT will seek to increase its penetration of additional residential lines
within its service area. In addition, CBT has an opportunity to increase the
market penetration rate of higher margin enhanced services such as Caller ID,
Call Return, Call Block and 3-Way Calling. 

     Under the Company's strategy for pursuing opportunities for growth by
leveraging the strengths of all of its businesses, and under CBT's own strategy
to be a full-service provider of communications services, the Company has unique
strengths that could be effective in marketing a broad array of communications
services outside of CBT's existing service territory. The Company is exploring
such opportunities, both on its own or in partnership with other communications
services companies. 


                                        3


<PAGE>

     The Company was the successful bidder of a 10MHz license to offer PCS
service in the Greater Cincinnati area in an FCC-sponsored auction. It is
expected that the auction results will be finalized in the next few months.
Ameritech, as general partner of a limited partnership offering cellular service
in much of central and southeastern Ohio, including Greater Cincinnati, and in
which the Company is a 45% limited partner, has filed suit in Delaware Chancery
Court seeking to prevent the Company from offering PCS service directly or
through resale. 

REGULATION

     CBT's local exchange, network access and toll telephone operations are
regulated by the Public Utilities Commission of Ohio ("PUCO"), the Public
Service Commission of Kentucky ("PSCK") and the FCC with respect to rates,
services and other matters. (See the discussion under the caption "Cautionary
Statements".)

INFORMATION SYSTEMS

Cincinnati Bell Information Systems Inc.

GENERAL

     CBIS was formed in 1983 to leverage the Company's knowledge and expertise
in data processing and billing for the telecommunications industry. CBIS
provides data processing services and software systems that generate billing
information and manage customer information for communications services
businesses. CBIS's customers are large corporations in the U.S. communications
industry. CBIS accounted for approximately 29% of the Company's 1996
consolidated revenues and 28% of its total operating income excluding special
items.

     CBIS is the leading provider of billing and customer-care services to the
wireless telecommunications market in North America, which includes cellular and
the personal communications services ("PCS") businesses. Revenues and
subscribership in the cellular industry have been growing in excess of 30% per
year.  CBIS's billing systems serve many of the top cellular carriers. They
generate bills for cellular telephone customers in 23 of the 25 largest U.S.
metropolitan areas. CBIS's service bureaus generated billing information for
monthly customer statements for approximately 30% of U.S. cellular subscribers
in 1996. CBIS's revenue from cellular clients increased from $144 million in
1993 to $315 million in 1996. 

     CBIS also provides billing and customer-care services to companies that
operate traditional wireline telecommunications networks, including CBT. It
develops network management systems for communications companies and customer-
care and billing systems for cable television systems operators in the U.S. and
Europe. CBIS's systems also support the provision of telephone services by cable
television system operators in the U.S. and in Europe. CBIS recently began to
offer service bureau billing services to the cable television industry. 

     In 1996, CBIS acquired International Computer Systems, Inc., an
international provider of wireline customer-care and billing solutions, from
WorldCom, Inc.  It also acquired Swift Management Services, a distributor of
CBIS's integrated cable telephony billing systems in Europe. In December 1995,
CBIS acquired ISD, a developer of billing systems for the cable television
industry. In March 1995, CBIS acquired X International, an information
technology company located in Bristol, England that provides customer-care and
billing software for telecommunications companies that use the Global System for
Mobile Communications ("GSM") standard. 

     CBIS's headquarters are in Cincinnati, Ohio. It has major operations in
Ohio, Florida, Illinois, Georgia and Virginia. It also has operations in the
United Kingdom, Switzerland and The Netherlands. 


                                        4


<PAGE>

BUSINESS

     CBIS serves clients principally by processing data and creating bills using
proprietary software. CBIS provides and manages billing systems in service
bureaus where its experience result in significant cost and service advantages
for clients. These advantages include predictable costs, information management
expertise, access to advanced technology without capital expense, and reliance
on a provider focused on billing. 

     CBIS's data processing services are carried out in its data centers in
Cincinnati and Orlando. It uses information from communications service
providers to calculate and generate bills for the usage of communications
services, generally on a monthly cycle. CBIS strives to provide state-of-the-art
systems and facilities that provide reliability and responsiveness. CBIS's
systems select the correct plan for each customer from the thousands of pricing
plans provided by its clients. These systems generate information for more than
12 million bills per month, including approximately 700,000 bills generated for
CBT. CBIS's computers process over 356 million transactions, including
transactions for CBT, per month. CBIS's revenue from this business is determined
in large part by the number of bills it produces and the number of accounts it
manages. 

     In the wireless industry, pricing plans are complex and change frequently.
Customers of CBIS's clients frequently change service plans and service
providers. Additionally, companies in the wireless industry are growing rapidly.
CBIS's ability to manage this change and growth successfully is an important
factor in its success. 

     CBIS also updates pricing plans and customer records for its clients and
makes customer information available to clients on-line, helping these clients
better manage their relationships with their telecommunications customers. CBIS
typically is compensated at an hourly rate for these and other consulting
services. 

     Most of CBIS's services are provided under contracts for terms of two to 
ten years, certain of which may be terminated at specified times on prior 
written notice. CBIS's four largest clients, other than CBT, are AT&T, 360 
DEG. Communications, Dutch PTT and Ameritech Corporation, which collectively 
accounted for approximately 67% of CBIS's 1996 revenues. Several multi-year 
contracts cover essentially all of CBIS's relationships with AT&T businesses, 
including its contract with AT&T Wireless and CMT Partners for the provision 
of wireless customer-care and billing services through 2001. In 1996, CBIS 
signed contract extensions with Comcast Cellular and with 360 DEG. 
Communications. CBIS's contract with Comcast Cellular was extended to 2003 
and its contract with 360 DEG. Communications was extended to 2006. Other 
CBIS customers include selected cable television systems owned by Time Warner 
Inc. and Cox Communications, Inc., and the public telecommunications services 
providers in Switzerland and The Netherlands. Some clients, including all of 
CBIS's cable television clients at year-end, have purchased CBIS software to 
operate in their own data centers. CBIS recently introduced service bureau 
billing as an option for its cable television clients. 

     CBIS's systems development and support are dependent on its ability to
attract and retain its professional staff. There can be no assurance that CBIS's
labor costs will not increase in the future. 

MARKETS

     An industry study and CBIS's own analysis estimate that the domestic market
for billing and customer-care services used by the communications industry was
greater than $6 billion in 1996. This figure includes the estimated cost of
customer-care and billing services used by wireless, wireline and cable
television services providers, including services they provide to themselves. 


                                        5


<PAGE>

     The cellular industry's subscriber base was approximately 43 million at the
end of 1996. At the end of 1996, CBIS's data centers generated billing
information for more than 12 million monthly customer statements for cellular
subscribers. Billing and customer-care for cellular and cellular-related
telecommunications services in North America accounted for more than 66% of
CBIS's 1996 total revenue. 

OPPORTUNITIES

      Increased competition in the communications industry should increase the
opportunities for CBIS.  One such opportunity, PCS, uses digital technologies to
increase the range of features, service quality and operating efficiency of
mobile communications services.

     CBIS recently entered into contracts to provide customer-care and billing
services to three of the largest potential providers of PCS services in the
United States based on both issued and projected license awards. In March 1996,
PrimeCo Personal Communications L.P. ("PrimeCo"), a wireless partnership among
AirTouch, Bell Atlantic Corporation, NYNEX Corporation and U S West Media Group,
announced it had chosen CBIS to be its exclusive customer-care and billing
solutions provider. PrimeCo owns PCS licenses covering approximately 57 million
net POPs (potential customers adjusted for equity ownership) and is ranked as
the third largest owner of PCS A and B block licenses. In July 1996, CBIS signed
an exclusive customer-care and billing contract with Sprint PCS, a wireless
partnership among Sprint Corporation, Tele-Communications, Inc. ("TCI"), Comcast
Cellular and Cox Communications, Inc. Sprint PCS owns PCS licenses covering
approximately 195 million net POPs and is the largest owner of PCS A and B block
licenses. Additionally, CBIS has an agreement with AT&T to provide customer-care
and billing services to AT&T for PCS services. AT&T Wireless owns PCS licenses
covering approximately 114 million net POPs and is the second largest owner of
PCS A and B block licenses. 

     These new PCS contracts, coupled with CBIS's cellular billing contracts,
position CBIS to be a leading provider of customer-care and billing services to
a much broader wireless services industry if its clients are successful in PCS
and other wireless services businesses. 

     In March 1996, CBIS also announced a five-year contract with AT&T to
provide billing, data processing, software development and professional
consulting services. The contract relates to AT&T's proposed reentry into the
local telephone market as either a reseller or facilities-based provider of
local exchange services. AT&T is registering to offer these services throughout
the United States and is negotiating for resale agreements with selected LECs.
As with PCS, the benefits to CBIS from the contract will depend in part upon the
success of AT&T in meeting its objectives in this new venture. 

     On September 19, 1996, CBIS signed a three-year contract with a unit of
TCI, the largest cable television operator in the U.S. based on total
subscribers, to provide customer-care and billing services in support of TCI's
planned offering of telephone services to its cable television customers. CBIS's
data center will provide rating (bill calculation), service order entry and bill
finishing services to TCI. 

TELESERVICES

MATRIXX Marketing Inc. 

GENERAL

     Based on annual revenues, MATRIXX is the largest independent provider of
outsourced teleservices. MATRIXX provides a full range of customer service,
sales support and teleservices solutions to major companies in its targeted
industries. In 1996, MATRIXX accounted for 


                                        6


<PAGE>

approximately 22% of the Company's consolidated revenue and 16% of total
operating income excluding special items. 

     MATRIXX principally focuses on developing long-term, strategic outsourcing
relationships with large clients in the communications, technology, financial
services, consumer products and direct response industries. MATRIXX focuses on
clients in these industries because of the complexity of the services required,
the anticipated growth of their businesses and their continuing need for
customer service support. Often, the level of support these companies require
and the close relationships they build with MATRIXX lead to higher returns
versus short-term campaign programs. For example, MATRIXX built a team of sales
account managers who are the dedicated sales channel to a consumer products
company's retail and wholesale accounts. MATRIXX's team manages the company's
day-to-day relationships with those accounts. This extension of the company's
sales organization allows for more frequent customer contact at a lower cost.
The dedicated team also assists the company in its marketing efforts through
database management, product movement reports and market trends analysis. 

     Many MATRIXX employees who answer inbound customer service calls are
dedicated to serving a single client. Employees supporting DIRECTV-Registered
Trademark- satellite entertainment services, for example, answer calls to
initiate service or to provide information about programming options, billing
and technical aspects of the service, including installing customers' own
satellite dishes. For other clients, MATRIXX provides technical help-desk
support for computer products and services, and responds to customer inquiries
submitted via the Internet. 

     MATRIXX operates 19 domestic and 2 international call centers with
approximately 7,000 available workstations and more than 14,000 customer-care
representatives, including full-time and part-time employees. 

     MATRIXX is headquartered in Cincinnati. It operates domestic call centers
in Ohio, Utah, Colorado, Arizona, Wisconsin, Nebraska, Florida and Texas and
international call centers in Paris, France and Newcastle, England. 

 BUSINESS

     MATRIXX provides two categories of teleservices. Traditional services offer
large shared capacities for large sales campaigns and major direct response
programs. Outsourced dedicated services require dedicated agents to handle a
specific company's more complex needs for customer service, technical help-desk
support and sales account management. Other services are interactive voice
response, Internet E-mail response, research, database management and
fulfillment. Based on 1996 revenues, approximately 70% of MATRIXX's business
involved responding to inbound calls. MATRIXX considers its industry focus and
differentiation of service offerings to be its competitive strengths. 

     Dedicated customer-care representative teams and call centers support large
teleservices programs for clients. Many of these centers are linked to provide
optimal call routing, capacity matching and redundancy in order to best meet the
needs of the client. MATRIXX has advanced information systems, including
proprietary software, and integrated telephone systems to effectively meet
client expectations. MATRIXX customer-care representatives receive initial
training and on-the-job support to develop calling skills and knowledge of
clients' products and services. MATRIXX's services are very labor intensive.
Service quality depends in part on its ability to minimize personnel turnover.
MATRIXX also competes for qualified personnel with other employers in their
geographic markets. There can be no assurance that MATRIXX will be able to hire
and retain a sufficient number of qualified personnel in a cost-efficient manner
to support continued growth and maintain profitability. 


                                        7

<PAGE>

     MATRIXX's client base primarily includes large companies in the
telecommunications, technology, financial services, consumer products and direct
response industries. MATRIXX's largest customers in 1996 were AT&T, DIRECTV-
Registered Trademark- and American Express Company, which collectively accounted
for approximately 44% of 1996 revenues. 

MARKET

     Teleservices include consumer and business telephone-based customer service
and sales programs. Historically, companies maintained such customer-care
functions in-house because they believed that a direct relationship with the
customer was good business policy and because there were few outsourcing
alternatives. As the size and complexity of these functions have grown,
increasing numbers of companies have chosen to outsource some or all of these
activities in order to focus on their core businesses, reduce costs and improve
operational efficiency. Teleservices companies such as MATRIXX often can provide
these services with higher quality and less cost, creating a competitive
advantage for MATRIXX's clients. In addition, teleservices companies often can
provide a client with current, detailed information about its customers and
their purchasing decisions. 

     According to a Strategic Telemedia Study, the U.S. agency market for
outsourced teleservices, including automated services, was over $6 billion in
1995. In addition, industry sources suggest that a considerably larger volume of
teleservices was managed and operated internally, through dedicated in-house
call centers. MATRIXX believes that corporations will outsource an increasingly
larger percentage of such teleservices, further fueling the growth of the
outsourced market. 

     MATRIXX segments the market for teleservices into traditional and
outsourced dedicated programs. Traditional programs involve shared agents who
handle shorter campaign-oriented calls. Outsourced dedicated programs involve
agents who handle larger and more complex calls for long-term clients thereby
providing added value. MATRIXX entered the technical help-desk market through
its acquisition of Software Support, Inc. in November 1996.  MATRIXX entered the
interactive and voice response market through its acquisition of certain assets
of Scherers Communications, Inc. in August 1996. Many programs now include an
automated and interactive voice response component in addition to live agents.

     The principal drivers of MATRIXX's overall market growth are expected to be
the increasing use of targeted marketing strategies by companies, the
effectiveness of programs that involve frequent one-on-one contact as a means of
enhancing customer loyalty and the lower cost of sales and marketing over the
phone compared to other customer service methods. Additionally, as companies
seek to achieve greater strategic focus and operating efficiency, a greater
percentage are expected to seek to outsource telephone-based customer-care
services and sales coverage programs. The Company believes that MATRIXX is well-
positioned to capture significant amounts of this business because of its
marketing expertise and technological resources ability to deal with
increasingly complex customer interactions. 

OPPORTUNITIES

     MATRIXX believes that the growth of teleservices as a communications medium
and the trend to outsource customer service, technical help-desk and sales
coverage programs offer significant opportunities to grow its business.
Companies now realize that they can improve customer service and increase sales
while reducing costs. In addition, MATRIXX has developed services for other
subsidiaries of the Company that it can market to other clients. For example,
MATRIXX and CBT worked together to develop MATRIXX's help desk support service
for CBT's new FUSE-Registered Trademark- Internet access service, a support
service MATRIXX is offering to other third-party clients. CBIS is also
collaborating with MATRIXX to provide data processing services and enhanced


                                        8


<PAGE>

customer management software as well as jointly offering end-to-end value-added
solutions to communications providers. 

     MATRIXX believes that its expertise in the telecommunications, technology,
financial service, consumer products and direct response industries are a
competitive advantage for developing  relationships with large corporations in
those industries. In addition, MATRIXX believes its scale and expertise in
inbound calling provide it with an advantage in winning new business from
companies currently relying on in-house telephone marketing service operations. 

     MATRIXX will actively seek out opportunities to expand its product
offerings and client base through internal development and strategic
acquisitions. 

REGULATION

     Various federal and state legislative initiatives have been enacted to
regulate outbound teleservices, especially calls to consumers. Since MATRIXX
concentrates on inbound service and outbound business-to-business teleservices,
MATRIXX does not believe that such legislation adversely affects its business
presently. However, there can be no assurance that future legislation will not
restrict MATRIXX's ability to conduct its business. 

OTHER BUSINESSES

     CBLD resells long distance telecommunications services and products as well
as voice mail and paging services to residential and business customers mainly
in Ohio and several adjoining states. Its principal market focus is small- and
medium-sized businesses, particularly businesses with two to twenty business
access lines in service. CBLD augments its high-quality long-distance services
with calling plans, network features and enhanced calling services to create
customized packages of communications services for its clients. CBLD's  resale
activities are conducted pursuant to the regulatory requirements of state
utility commissions. Although no material regulatory developments are pending,
any such developments could have an effect on CBLD's resale activities. 

     CBD provides Yellow Pages and other directory products and services as well
as related information and advertising services. Its principal products are a
White Pages directory and nine Yellow Pages directories. CBD continually
evaluates new product offerings in both the print and emerging electronic
categories of distribution. 

     Cincinnati Bell Supply ("Supply") markets computer and telecommunications
equipment. Its principal market is the secondary market for used and surplus
telecommunications systems, including AT&T-brand systems. 

     The Company also owns a 45% limited partnership interest in a cellular
telephone service business that covers much of central and southwestern Ohio,
northern Kentucky and small portions of southeastern Indiana. The Company's
proportionate share of this cellular market represents approximately 2.3 million
POPs.  See Item 3. "Legal Proceedings".

COMPETITION

CINCINNATI BELL TELEPHONE COMPANY

     CBT is currently the sole provider of basic local switched wireline
telecommunications services in its market. Competitors include providers of
special access services, wireless communication services, enhanced calling
services such as voice messaging services and providers of business
communications equipment and services. 


                                        9


<PAGE>

     Evolving technology, the preferences of consumers and policy makers, and
the convergence of other industries with the telecommunications industry are
causes for increasing competition in the telecommunications industry. 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. That increase expands the means by which CBT's network may be
bypassed. Furthermore, recently enacted legislative and regulatory initiatives
and additional regulatory developments that are expected in the near future are
likely to encourage and accelerate the development of competition in all
segments of the telecommunications  industry by removing legal barriers to
competition across segments of that industry. These initiatives and developments
could make it more difficult for CBT to maintain current revenue and profit
levels. 

     In the future, CBT expects to compete with other providers of local
exchange telecommunications service and communications-based entertainment and
information services. Local exchange telecommunications competitors will include
other major local exchange telecommunications companies, wireless services
providers, interexchange carriers, competitive local exchange carriers and
others. Time Warner Communications of Ohio, L.P. and Communications Buying
Group, Inc. are the only other companies currently certified to offer switched
local exchange service in CBT's Greater Cincinnati market. 

CINCINNATI BELL INFORMATION SYSTEMS INC.

     Competition in the information services market is based primarily on
product quality, performance, price and the quality of client service. CBIS's
competitors include firms as large and larger than CBIS as well as potential
competitors from other markets similar to those served by CBIS. Major
competitors of CBIS include Alltel Corporation, American Management Systems
Inc., Andersen Consulting Group and EDS Systems Corp. Niche players or new
entrants could capture a segment of the information services market by
developing new systems or services that could impact CBIS's market potential.
CBIS's clients and potential clients are generally large companies with
substantial resources and the capability to provide needed services for
themselves rather than outsourcing such services. Faced with increasing
competition, there can be no assurance that CBIS can grow at the same rate as in
the past. 

     CBIS believes that it provides superior service because of its knowledge of
the communications industry, its technology, its information systems
capabilities and resources, and  its attention to client needs. As
communications customer care and billing becomes more complex, communications
providers are increasingly considering customer billing services as an
opportunity to differentiate themselves from competitive service providers. CBIS
believes that its ability to maintain a leadership position in the technological
development of billing systems will be critical to providing its clients with
competitively priced, high-quality services. 

MATRIXX MARKETING INC.

     The teleservices industry in which MATRIXX competes is extremely
competitive and highly fragmented. MATRIXX competes with the in-house
teleservices operations of its current and potential clients, other large
teleservices companies such as APAC Teleservices, Inc., AT&T American Transtech,
ITI Marketing Services Inc., Precision Response Corporation, SITEL Corporation,
TeleTech Holdings, Inc., West Teleservices Corporation and numerous smaller
companies. MATRIXX also competes with alternative marketing media such as
television, radio and direct mail advertising. MATRIXX differentiates itself
from competitors based on its size and scale, selective industry and client
focus, financial and technical resources and business reputation. 

     MATRIXX believes that the principal competitive factors in the teleservices
industry are service quality, sales and marketing skills, price, technological
expertise and customized solutions. The competitive marketplace could begin to
place pressure on MATRIXX's ability to achieve its 


                                       10


<PAGE>

goals. There can be no assurance that MATRIXX will be able to achieve the growth
and financial results that it has had in the past several years. 

OTHER BUSINESSES

     The Company's other businesses face intense competition in their markets,
principally from larger companies. They primarily seek to differentiate
themselves by providing existing customers with superior service and by focusing
on niche markets and opportunities to develop and market customized packages of
services. CBLD's competitors include interexchange carriers and selected local
telecommunications services companies. CBD's competitors are directory services
companies, newspapers and other media advertising services providers in its
region. Supply's competitors include vendors of new and used communications and
computer equipment, operating regionally and across the nation. 


                                       11


<PAGE>

CAPITAL ADDITIONS

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

     The following is a summary of capital additions for the years 1992 through
1996:

                               Dollars in Millions
       -------------------------------------------------------------------------

                                    Investments in
           Telephone Plant       Existing Subsidiaries       Total Capital
            Construction          and New Businesses           Additions
            ------------          ------------------          ----------

1996          $  101.4                 $  119.4                $  220.8
1995          $   90.3                 $   76.5                $  166.8
1994          $  112.8                 $   43.4                $  156.2
1993          $  111.6                 $  123.8                $  235.4
1992          $   95.0                 $   45.1                $  140.1


     The total investment in telephone plant increased from approximately $1,366
million at December 31, 1991, to approximately $1,572 million at December 31,
1996, after giving effect to retirements but before deducting accumulated
depreciation at either date.

     Capital additions in 1997 by the Company and its subsidiaries are
anticipated to be approximately $215 million, with $120 million designated for
telephone plant. 
               
EMPLOYEES 

     At December 31, 1996, the Company and its subsidiaries had approximately
19,700 employees.  CBT and CBIS had approximately 2,000 employees covered under
collective bargaining agreements with the Communications Workers of America,
which is affiliated with the AFL-CIO.  The collective bargaining agreements
expire in May 1999 as to CBT and September 1999 as to CBIS.

BUSINESS SEGMENT INFORMATION

     The amounts of revenues, operating income, assets, capital additions,
depreciation and amortization attributable to each of the business segments of
the Company for the year ended December 31, 1996, are set forth in the table
relating to business segment information in Note 18 of the Notes to Financial
Statements in the Company's annual report to security holders, and such table is
incorporated herein by reference.

                              CAUTIONARY STATEMENTS

     The Company wishes to take advantage of the "safe harbor" provisions
included in the Private Securities Litigation Reform Act of 1995.  To that end,
except for certain historical information,  the Business sections (Item 1) and

Management's Discussion and Analysis of Financial Condition and Results of
Operations (Item 7) contain forward-looking statements, including statements
concerning regulatory and competitive factors, the development and introduction
of new 


                                       12


<PAGE>

products and services and the development of customer strategies to improve the
Company's financial position and results of operations.  These statements
involve a number of risks and uncertainties.  The Company cautions readers that
any forward-looking statements made by the Company herein and in future reports
and statements are not guarantees of future performance and that actual results
may differ materially from those in forward-looking statements as a result of
various factors including, but not limited to, the following factors set forth
below.

REGULATORY AND COMPETITIVE TRENDS REGARDING TELEPHONE OPERATIONS

     Recently enacted and future legislative and regulatory initiatives will
have an impact on CBT and other incumbent local exchange carriers ("LECs"),
including the Regional Bell Operating Companies ("RBOCs") and other independent
telephone companies. The extent of that impact will not be known until the
initiatives are fully implemented. The basic thrust of these initiatives is to
encourage and accelerate the development of competition in the
telecommunications industry by removing legal barriers to competition across
major segments of that industry. Under the initiatives, companies that today are
limited to one or more of those segments, including local exchange, long
distance, wireless, cable television and information services, could enter the
other segments to compete with the incumbent providers and other new entrants. 

     FEDERAL - Today's technology makes it possible to interconnect facilities
of competing telecommunications carriers and to provide the service offerings of
multiple competitors through the network facilities of one or more incumbents.
The Telecommunications Act of 1996 (the "Act") passed in February 1996 requires
incumbent LECs like CBT to interconnect with the networks of other service
providers, unbundle certain network elements and make them available to
competing providers at wholesale rates. Additionally, the Act requires the
removal of other perceived barriers to competitive entry by alternative
providers of local exchange services. Although the Act clearly states these
mandates, it does so in general terms and leaves the implementation of these
mandates to the FCC and the state regulatory agencies. 

     On August 8, 1996, the FCC issued an order establishing regulations to
implement the "local competition" provisions of the Act. These regulations
essentially establish parameters under which a LEC must allow other
telecommunications carriers to interconnect with its network, including the
compensation that a LEC would receive for terminating calls originating from the
networks of the other carriers. The FCC's regulations also establish parameters
under which LECs must unbundle network elements and offer them to other
telecommunications carriers. The prices for interconnection and unbundled
elements either are to be negotiated between the parties (and approved by the
relevant state commission) or, if the parties fail to reach an agreement, the
rates are to be set by the relevant state commission based on guidelines
established by the Act and implemented by the FCC. Under the Act, these rates
must be based on the cost of providing the interconnection or unbundled
elements, be nondiscriminatory and include a reasonable profit. The FCC has
determined that the prices for these unbundled elements and interconnection are
to be based on a methodology governed by forward-looking, long-run incremental
costs. The Act also requires LECs to offer to other telecommunications carriers,
at wholesale rates, any retail telecommunications service offered by the LEC to
end-users. The FCC has determined that the wholesale rates are to be based on
the LEC's retail rates, less the costs avoided by the LEC in offering its
services for resale. 

     CBT and several other LECs believe the FCC's regulations with respect to
interconnection, unbundling and resale unlawfully exceed the requirements of the
Act. Accordingly, they have sought review of the FCC's order in the United
States Court of Appeals. The primary objections raised by CBT and the other LECs
are that the pricing rules and standards for interconnection, unbundling and
resale, and the rules allowing interconnecting carriers to rebundle unbundled
elements and services, will not provide the LECs with adequate compensation. On
October 15, 1996, the United States Court of Appeals for the Eighth Circuit
stayed the effectiveness of the portions of the FCC 


                                       13


<PAGE>

order establishing the pricing standards. A petition to vacate the Eighth
Circuit's stay of these rules has been denied by the United States Supreme
Court. As a result of the stay, these rules are suspended, pending a final
decision on the merits of the petition for review of these rules.  Oral argument
of the appeal was held in St. Louis on January 17, 1997. The Court of Appeals
has not yet issued a decision in this case. The FCC regulations requiring LECs
to negotiate with new entrants, unbundle and resell still exist; however,
pending a decision on the appeal, pricing will be determined by private
negotiations as approved by state regulatory authorities or by state
arbitrations. 

     If the FCC's order were implemented as written, and if CBT were unable to
obtain waivers to certain requirements or to replace its lost revenues, the
Company believes that the result would have a material adverse impact on its
revenues and earnings. The material impact would result from the elimination of
certain revenues designed to subsidize residential telephone service and
increased costs to develop or modify systems to allow number portability and
interconnection. CBT also believes that implementation of the FCC order would
significantly enhance the position of its competitors, which would have an
additional adverse impact on CBT's revenues and earnings from operations within
its territory. 

     The outcome of three separate, but related, FCC proceedings could be
significant for CBT. In the first of these proceedings, the FCC will be
implementing a universal service funding mechanism based on recommendations
developed by a joint board made up of state and federal regulators. In the
second of these proceedings, the FCC will be reforming the current access charge
regime, which could result in an additional reduction in revenues. In the third,
the FCC will be implementing regulations that may require certain LECs to share
their infrastructure, technology, information and facilities with certain
smaller telecommunications service providers. 

     OHIO - The PUCO recently adopted a set of local service guidelines that
largely mirror the requirements of the Act and the FCC regulations discussed
above. In addition, the PUCO has issued orders granting Time Warner
Communications of Ohio, L.P., Communications of Ohio, L.P. and Communications
Buying Group, Inc. certificates of public convenience and necessity to provide
local exchange service in CBT's operating territory. Other entities have been
granted certificates to provide basic local exchange service in Ohio, although
not in CBT's operating territory. 

     On November 7, 1996, in response to the request of CBT, and others, for
rehearing, the PUCO reissued the guidelines for local competition in Ohio. On
January 6, 1997, CBT and two other local exchange carriers filed appeals with
the Ohio Supreme Court challenging the legality of certain of the PUCO's local
competition guidelines. Since the PUCO's guidelines largely mirror the FCC's
rules, CBT's appeal raised many of the same issues that are currently pending
before the Eighth Circuit Court of Appeals. The Company believes that CBT will
face increased competition under the PUCO's local competition guidelines, which
may have a material adverse effect on its operating results. To date, seven
entities have requested interconnection discussions with CBT. 

     KENTUCKY - On September 26, 1996, the PSCK issued its rules for local
competition in Kentucky. A major portion of the rules outlines the PSCK's
perspective regarding universal service and the development of a universal
service fund intended to keep residential rates within the state affordable. The
rules established a workshop process to review universal service funding. The
rules also established an interim resale discount of 17% for most LECs including
CBT pending the submission of company-specific cost studies supporting a smaller
discount. The PSCK did not, however, adopt detailed rules for interconnection.
CBT is reviewing the rules to determine their impact, but the adopted rules are
likely to lead to increased competition for CBT in Kentucky and may have an
adverse effect on its operating results. 

     In addition to seeking appellate review of the FCC's rules and the PUCO's
guidelines, CBT recently made two filings with the PUCO which, if approved, may
mitigate the impact on CBT. The 


                                       14


<PAGE>

first of these filings was a petition for suspension/modification of certain of
the requirements imposed by the FCC and PUCO. Section 251 (f)(2) of the
Telecommunications Act of 1996 allows local exchange carriers serving fewer than
2% of the nation's access lines to seek suspension or modification of the Act's
local competition provisions by filing a petition with their state commissions.
CBT filed its petition with the PUCO on December 9, 1996. The PUCO has not yet
issued a decision. The second filing, made by CBT on December 30, 1996, was
CBT's notice of intent to seek approval of a new alternative regulation plan.
CBT filed its proposed new alternative regulation plan with the PUCO on
January 29, 1997. If approved, the new alternative regulation plan would allow
CBT to rebalance its current rate structure, significantly reducing the implicit
subsidies contained in the Company's current rates. The new alternative
regulation plan also would give CBT greater pricing flexibility to respond more
effectively to competitive market forces. 

CUSTOMER CONCENTRATION

     MATRIXX, CBIS and CBT rely on several significant customers for a large
percentage of their respective revenues. Their relationships with customers are
typically based on written contracts with a set term; however, such contracts
may contain provisions that allow a customer at any time to terminate the
relationship prior to the end of the contract term. In the case of MATRIXX,
three customers represented 44% of its 1996 revenues. In the case of CBIS, its
four largest customers, other than CBT, collectively represented approximately
67% of its 1996 revenues. Each of the Company's major subsidiaries derives
significant revenues from AT&T and its affiliates by providing network services,
billing and customer care systems and telephone marketing services. During 1996,
revenues from AT&T accounted for 25% of the Company's consolidated revenues
under various independent contracts with one or more of its subsidiaries. Thus,
the loss of one or more significant customers could have a material adverse
effect on the Company's operating results. 

     In February 1997, CBT and AT&T announced that they had signed a memorandum
of understanding to extend their strategic relationship for the marketing and
provisioning of telecommunications services in the Cincinnati area.  Significant
work remains to turn the understanding into a multi-year contract satisfactory
to CBT.  This agreement does not involve AT&T's relationship with the Company's
other subsidiaries.

CUSTOMER AND INDUSTRY SUCCESS

     The revenues generated by MATRIXX and CBIS are dependent on the success of
their customers. If their customers are not successful, the amount of business
that such customers outsource will be diminished. Several of MATRIXX's and
CBIS's current customers participate in emerging industries. The extent to which
products marketed by such customers (e.g., PCS) will be successful is not yet
known. Thus, although CBIS and MATRIXX have signed contracts to provide services
to such customers, there can be no assurance that the level of revenues to be
received from such contracts will meet expectations. 

     Each of the business segments in which the Company's subsidiaries conduct
their business has grown significantly in the last several years. To the extent
that growth in these industry segments declines, such decline could adversely
affect the growth rate of each subsidiary's business. In addition, the
possibility of continued growth in these segments could be affected by the
development of new products that provide alternatives to the product offerings
of the Company, and by a change in the trend of businesses generally to
outsource functions unrelated to their core capabilities.

RAPIDLY CHANGING TECHNOLOGY

     The telecommunications industry is subject to rapid and significant changes
in technology. The Company's businesses are highly dependent on its computer,
telecommunications and software 


                                       15


<PAGE>

systems. The Company's failure to maintain the superiority of its technological
capabilities or to respond effectively to technological changes could have an
adverse effect on its business, results of operations or financial condition.
The Company's future success also will be highly dependent upon its ability to
enhance existing services and introduce new services or products to respond to
changing technological developments. There can be no assurance that the Company
can successfully develop and bring to market any new services or products in a
timely manner, that such services or products will be commercially successful or
that competitors' technologies or services will not render the Company's
products or services noncompetitive or obsolete. 

POTENTIAL VOLATILITY OF STOCK PRICE

     The trading price of the Company's common shares is subject to fluctuations
in response to the Company's operating profits, announcements of new contract
awards or new products by the Company and its subsidiaries or their competitors,
general conditions in the market, changes in earnings estimates by analysts,
failure to meet the revenues or earnings estimates of analysts or other events
or factors. The public stock markets have experienced price and trading volume
volatility in recent months. This volatility has significantly affected the
market prices of securities of many companies for reasons frequently unrelated
to the operating performance of the specific companies. The market price for the
common shares has been highly volatile. Future announcements concerning the
Company, its subsidiaries or their competition, including the results of
technological innovations, new products, government regulations, litigation or
public concern with respect to the Company or its subsidiaries and other factors
including those described above, may have a significant impact on the market
price of the common shares. 

     Salomon Inc. has sold 4,000,000 of its 6 1/4% Exchangeable Notes Due
February 1, 2001 (the "DECS"). At maturity, the DECS will be mandatorily
exchanged by Salomon Inc. into common shares of the Company (or, at Salomon
Inc.'s option, cash with equal value) at the rate specified in the prospectus
for the offering of the DECS. 

     It is not possible to predict accurately how or whether any market that
develops for the DECS will influence the market for the Company's common shares.
For example, the price of the common shares could become more volatile and could
be depressed by investors' anticipation of the potential distribution into the
market, upon the maturity of the DECS, of the 4,000,000 common shares which may
be delivered by Waslic Company II upon the maturity of the DECS (currently
constituting approximately 5.9% of the outstanding common shares). The price of
the common shares could also be affected by possible sales of common shares by
investors who view the DECS as a more attractive means of equity participation
in the Company and by hedging or arbitrage trading activity that may develop
involving the DECS and the common shares. 

     The Company has paid consecutive cash dividends on its common shares since
1879. The payment of future dividends will depend upon future earnings, the
financial condition of the Company and other factors. 


                                       16


<PAGE>


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.

     The gross investment in telephone plant and other property, in millions of
dollars, at December 31, 1996 was as follows:

Telephone Plant
     Land, buildings and leasehold improvement                         $192.8
     Central office equipment                                           600.2
     Connecting lines (not on customer premises)                        630.2
     Station equipment                                                   30.7
     Furniture, fixtures, vehicles and other                            103.4
     Telephone plant under construction                                  14.4
                                                                     --------
          Total telephone plant                                       1,571.7
                                                                     --------
Other Property
     Information systems                                                197.4
     Teleservices                                                       100.1
     Other                                                               23.6
                                                                     --------
          Total other property                                          321.1
                                                                     --------

          Total                                                      $1,892.8
                                                                     --------
                                                                     --------

     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, some of
which are included in capitalized leases.

     On March 20, 1996, the Company sold to a third party a 112,000 square foot
building in Erlanger, Kentucky, which was a training and education facility.

     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.  During
the second quarter of 1996, CBIS moved into a new leased office building and
data center in Orlando, Florida. The office building has 125,000 square feet and
a separate building for the data center has 66,000 square feet. 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 five 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 sought a dissolution
of the limited partnership, the appointment of a liquidating trustee and damages
against the general partner because of poor 


                                       17


<PAGE>

performance.  On October 20, 1995, CBCSC filed a motion for summary judgment on
certain counts and Ameritech filed a Motion for Summary Judgment on another
count.  

      On September 3, 1996, the Court denied the Company's motion for summary
judgment and granted the general partner's motion for summary judgment. The
Company appealed that ruling to the Delaware Supreme Court.   In February 1997,
the Delaware Supreme Court affirmed the lower court ruling which denied the
Company's motion to dissolve the partnership. CINCINNATI BELL CELLULAR SYSTEMS
COMPANY V. AMERITECH MOBILE PHONE SERVICE OF CINCINNATI, INC., ET AL.  

     In November 1996, the cellular partnership sued the Company seeking a
declaratory judgment that the Company be denied the opportunity to provide PCS
services and be required to withdraw from the partnership.   After the Company
was the successful bidder for a PCS license, the partnership's general partner
wrote a letter to the Company contending that event constituted a withdrawal of
the Company from the partnership and amended its lawsuit to seek a declaratory
judgment that the Company had withdrawn from the partnership.  The Company
believes that none of its actions conflict with its partnership interest and
that it continues to be a limited partner in good standing in the partnership.
The matter is before the Delaware Chancery Court. CINCINNATI SMSA LIMITED
PARTNERSHIP V. CINCINNATI BELL CELLULAR SYSTEMS COMPANY. The Company's share of
partnership income was $11.6 million in 1996 and its investment at December 31,
1996, was $54.4 million.  The future earnings of the partnership and the ability
of the Company to realize the market value of its investment are uncertain.

     On October 4, 1995, the Department of Agriculture filed a claim for
approximately $4 million allegedly representing damages incurred as a result of
a latent defect in the work that CBIS performed under Task 1A of a Task Order
Contract with the Department of Agriculture.  The Company is in the process of
appealing this claim to the Court of Federal Claims.  Related to this claim, on
January 16, 1996, DynCorp pursuant to the provisions of a Stock Purchase
Agreement dated October 31, 1994, and as amended May 30, 1995, in which DynCorp
purchased 100% of the outstanding capital stock of CBIS Federal Inc., filed
demand for arbitration under the procedures of the American Arbitration
Association.  DynCorp's demand for arbitration seeks damages and other relief as
follows:  $2.5 million for monies withheld by the United States Government on
certain Department of Agriculture task order contracts, a declaration that CBIS
must indemnify DynCorp for additional claims or losses on certain government
contracts, an award of $5 million in punitive damages, and fees and expenses
relating to the arbitration proceedings.  The arbitration concluded that CBIS
did not owe DynCorp any damages but that CBIS was responsible for DynCorp's fees
and expenses in defense of the Department of Agriculture's claims.



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.


                                       18


<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT (DURING 1996).

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

Name                               Age                       Title
- ----                               ---                       -----
                             (as of 3/31/97)
 
Charles S. Mechem, Jr. (a,b)       66          Chairman of the Board

John T. LaMacchia (a,b)            55          President and Chief Executive
                                               Officer

James F. Orr (a)                   51          Chief  Operating Officer

William D. Baskett III             57          General Counsel and Chief Legal
                                               Officer

Brian C. Henry                     40          Executive Vice President and
                                               Chief Financial Officer

David S. Gergacz (c)               48          Executive Vice President of the
                                               Company and President and Chief
                                               Executive Officer of CBT

Robert J. Marino                   50          President and Chief Executive
                                               Officer of CBIS

David F. Dougherty                 40          President and Chief Executive
                                               Officer of MATRIXX 

Barbara J. Stonebraker             52          Senior Vice President of CBT

William H. Zimmer III              43          Secretary and Treasurer


(a)  Member of the Board of Directors

(b)  Member of the Executive Committee

(c)  Served as Executive Vice President of the Company and President and Chief
     Executive Officer of CBT until October 17, 1996.


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


                                       19


<PAGE>

CHARLES S. MECHEM, JR., Chairman of the Board of the Company since April 22,
1996; Commissioner Emeritus, Ladies Professional Golf Association ("LPGA");
Commissioner of the LPGA, 1991 - 1995; Chairman of the United States Shoe
Corporation, 1993 - 1995; Chairman and CEO of Taft Broadcasting Corporation,
1967 - 1990. Director of AGCO, Mead Corporation, Ohio National Life Insurance
Company, J.M. Smucker Company, Star Bank Corp. and its subsidiary, Star Bank,
N.A.

JOHN T. LAMACCHIA, President and Chief Executive Officer of the Company since
October 1, 1993; President of the Company since January 1, 1988; Chairman of CBT
since November 1993; Chief Operating Officer of the Company, 1988 - September
30, 1993; Chairman of CBIS, October 1988 - September 15, 1996.  Director of The
Kroger Company and Burlington Resources Inc.

JAMES F. ORR, Chief Operating Officer of the Company and Chairman of CBIS since
September 16, 1996; Executive Vice President of the Company and President and
Chief Executive Officer of CBIS, 1995 - 1996; Chief Operating Officer of CBIS,
February 4, 1994 - December 31, 1994; President and Chief Executive Officer of
MATRIXX 1993 - 1994; Vice President-Market Development, 1989 - 1992. 

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

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 - March 28, 1993.

DAVID S. GERGACZ, Executive Vice President of the Company August 1, 1995 -
October 17, 1996; President and Chief Executive Officer of CBT, August 1, 1995 -
October 17, 1996.  President and Chief Executive Officer of Rogers
Communications/Cantel, 1993 - 1995; President and Chief Executive Officer of
Boston Technology 1991 - 1993; President and Chief Operating Officer of Network
Systems Division of U.S. Sprint, 1988 - 1991.

ROBERT J. MARINO, President and Chief Executive Officer of CBIS since September
17, 1996; Chief Operating Officer of CBIS, October 2, 1995 - September 17, 1996;
President - Northeast Region of Nextel, November 1993 - September 1995;
President of Houston Cellular Telephone Company, November 1990 - October 1993.

DAVID F. DOUGHERTY, President and Chief Executive Officer of MATRIXX since
January 1, 1995; Senior Vice President and Chief Operating Officer U.S.
Operations, 1993 - 1994; President of the Consumer Division,  1991 -  1992.

BARBARA J. STONEBRAKER, Senior Vice President of CBT since 1990.

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.


                                       20


<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, 1997,
there were approximately 17,256 holders of record of the 67,828,066 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:

Quarter                              1st         2nd         3rd         4th
- ------------------------------------------------------------------------------

1996      High                    $     53    $ 57 3/4    $ 53 3/4    $ 61 5/8
          Low                     $ 31 3/4    $ 46 7.8    $ 45 3/8    $ 46 1/4
          Dividend Declared       $    .20    $    .20    $    .20    $    .20

1995      High                    $ 22 1/8    $ 26 1/4    $ 28 1/8    $ 35 1/4
          Low                     $ 16 7/8    $ 20 7/8    $ 24 3/4    $ 26 1/8
          Dividend Declared       $    .20    $    .20    $    .20    $    .20



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, 1996,
included in Exhibit 13 and are incorporated herein by reference pursuant to
General Instruction G(2).



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     No disagreements with accountants on any accounting or financial disclosure
or auditing scope or procedure 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 12, 1997, in the first
paragraph on page 2, the accompanying notes on page 2 and the Section 16 (a)
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
page 5, the 


                                       21


<PAGE>

information under "Executive Compensation" on page 17 through 22. The foregoing
is incorporated herein by reference pursuant to General Instruction G(3).



                                     PART IV


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

(a)  Documents filed as part of this report:                               Page 
                                                                           ---- 
     (1)  Consolidated Financial Statements:

          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 Schedules:

          Report of Independent Accountants. . . . . . . . . . . . . . .    29

          II  - Valuation and Qualifying Accounts. . . . . . . . . . . .    30

     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, 1996.  (See Part II)


                                       22


<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)(c)(i)             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)(ii) to
                      Form 10-K for 1992, File No. 1-8519.

                      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 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 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)(ii) above.

(4)(c)(iii)           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).


                                       23


<PAGE>

(4)(c)(iv)            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 January 1, 1995.  (Exhibit (10)(iii)(A)(1)(i) to
                      Form 10-K for 1995, File No. 1-8519).

(10)(iii)(A)(2)*      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)(2)(i)*     Cincinnati Bell Inc. Deferred Compensation Plan for
                      Outside Directors, as adopted effective December 31, 1996.

(10)(iii)(A)(3)*      Cincinnati Bell Inc. Pension Program, as amended effective
                      November 4, 1991.  (Exhibit (10)(iii)(A)(4)(ii) to Form
                      10-K for 1994, File No. 1-8519).

(10)(iii)(A)(4)*      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)(5)(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)(5)(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)(6)*      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).

(10)(iii)(A)(7)*      Employment Agreement dated October 1, 1995, between
                      Cincinnati Bell Information Systems Inc. and Robert J.
                      Marino.

(10)(iii)(A)(8)*      Employment Agreement dated January 29, 1996, between the
                      Company and John J. Mueller.

(10)(iii)(A)(9)*      Employment Agreement dated as of January 1, 1995, between
                      the Company and Barry L. Nelson.  (Exhibit
                      (10)(iii)(A)(10) to Form 10-K for 1995, File No. 1-8519).


                                       24


<PAGE>

(10)(iii)(A)(10)*     Employment Agreement dated as of January 1, 1995, between
                      the Company and David F. Dougherty. (Exhibit
                      (10)(iii)(A)(11) to Form 10-K for 1995, File No. 1-8519).

(10)(iii)(A)(11)*     Amendment to Employment Agreement dated as of January 1,
                      1995, between the Company and David F. Dougherty. (Exhibit
                      (10)(iii)(A)(12) to Form 10-K for 1995, File No. 1-8519).

(10)(iii)(A)(12)*     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)(13)(i)*  Employment Agreement dated as of August 19, 1994, between
                      the Company and James F. Orr.  (Exhibit
                      (10)(iii)(A)(17)(i) to Form 10-K for 1994, File No. 
                      1-8519).

(10)(iii)(A)(14)*     Amendment to Employment Agreement dated as of October 31,
                      1994, between the Company and James F. Orr.  (Exhibit
                      (10)(iii)(A)(17)(ii) to Form 10-K for 1994, File No. 
                      1-8519).

(10)(iii)(A)(15)*     Employment Agreement dated as of December 30, 1994,
                      between Cincinnati Bell Telephone Company and Barbara J.
                      Stonebraker.  (Exhibit (10)(iii)(A)(18) to Form 10-K for
                      1994, File No. 1-8519).

(10)(iii)(A)(16)*     Employment Agreement dated August 1, 1996, between the
                      Company and Thomas P. Mehnert.

(10)(iii)(A)(16)(i)*  Cincinnati Bell Inc. Executive Deferred Compensation Plan.
                      (Exhibit (10)(iii)(A)(17) to Form 10-K for 1993, File No.
                      1-8519).

(10)(iii)(A)(16)(ii)* Amendment to Cincinnati Bell Inc. Executive Deferred
                      Compensation Plan effective January 1, 1994.  (Exhibit
                      (10)(iii)(A)(20)(ii) to Form 10-K for 1994, File No. 
                      1-8519).

(10)(iii)(A)(17)(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)(17)(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)(18)*     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)(19)*     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)(20)*     Cincinnati Bell Inc. Retirement Plan for Outside
                      Directors.  (Exhibit (10)(iii)(A)(21) to Form 10-K for
                      1993, File No. 1-8519).

(10)(iii)(A)(21)*     MATRIXX Marketing Inc. Executive Deferred Compensation
                      Plan.


                                       25


<PAGE>

(10(iii)(A)(21)(i)*   Amendment to MATRIXX Marketing Inc. Executive Deferred
                      Compensation Plan (effective May 1, 1994).

(10)(iii)(A)(21)(ii)* Amendment to MATRIXX Marketing Inc. Executive Deferred
                      Compensation Plan (effective May 4, 1996).

(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,
                      1996, 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 for the year 1996 will be filed by
                      amendment on or before June 30, 1997.

(99)(b)               Annual Report on Form 11-K for the Cincinnati Bell Inc.
                      Savings and Security Plan for the year 1996 will be filed
                      by amendment on or before June 30, 1997.

(99)(c)               Annual Report on Form 11-K for the MATRIXX Marketing Inc.
                      Profit Sharing/401(k) Plan for the year 1996 will be filed
                      by amendment on or before June 30, 1997.

(99)(d)               Annual Report on Form 11-K for the CBIS Retirement and
                      Savings Plan for the year 1996 will be filed by amendment
                      on or before June 30, 1997.

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

     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.


                                       26


<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 27, 1997                     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

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

WILLIAM A. FRIEDLANDER*       Director
- -------------------------
William A. Friedlander
                              
ROGER L. HOWE*                Director
- -------------------------
Roger L. Howe

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

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


                                       27


<PAGE>

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

CHARLES S. MECHEM, JR.*       Chairman of the Board
- -------------------------     and Director
Charles S. Mechem, Jr.        

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

JAMES F. ORR*                 Director
- -------------------------
James F. Orr

BRIAN H. ROWE*                Director
- -------------------------
Brian H. Rowe

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



*By /s/ Brian C. Henry                                            March 27, 1997
    ---------------------
    Brian C. Henry                                                              
    as attorney-in-fact and on his behalf
    as Executive Vice President and
    Chief Financial Officer


                                       28


<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 27 of the 1996 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 30 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 14, 1997



                                       29


<PAGE>

                                                                     Schedule II

                              CINCINNATI BELL INC.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                         ALLOWANCE FOR DOUBTFUL ACCOUNTS
                              (Millions of Dollars)

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

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

- --------------------------------------------------------------------------------
                                      Additions            Deductions
                                 ---------------------     ----------
                                     (1)        (2)
                    Balance at                Charged                   Balance
                    Beginning    Charged to   to Other                  At End
Description         of Period     Expenses    Accounts                 of Period
- --------------------------------------------------------------------------------
Year 1996. . . . . .  $ 14.7       $  9.0     $ 4.7 (a)    $ 16.7 (b)    $11.7

Year 1995. . . . . .  $ 14.1       $  8.5     $ 5.3 (a)    $ 13.2 (b)    $14.7

Year 1994. . . . . .  $ 14.0       $ 11.1     $ 3.0 (a)    $ 14.0 (b)    $14.1


- ---------------
(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.


                                       30

 





<PAGE>









                                  (10)(iii)(A)(2)(i)



<PAGE>

                                 CINCINNATI BELL INC.


                   DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS


                       (As adopted effective December 31, 1996)



<PAGE>

                                  TABLE OF CONTENTS


SECTION 1  NAME OF PLAN; PREDECESSOR PLAN. . . . . . . . . . . . . . . . . .  1

    1.1    Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
    1.2    Predecessor . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

SECTION 2  GENERAL DEFINITIONS; GENDER AND NUMBER. . . . . . . . . . . . . .  1

    2.1    General Definitions . . . . . . . . . . . . . . . . . . . . . . .  1
    2.2    Gender and Number . . . . . . . . . . . . . . . . . . . . . . . .  2

SECTION 3  DEFERRALS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

    3.1    Election of Deferrals . . . . . . . . . . . . . . . . . . . . . .  3
    3.2    Changing Deferrals. . . . . . . . . . . . . . . . . . . . . . . .  3

SECTION 4  MAINTENANCE AND VALUATION OF ACCOUNTS . . . . . . . . . . . . . .  3

    4.1    Deferred Compensation Accounts. . . . . . . . . . . . . . . . . .  3
    4.2    Assumed Investment in Cash Equivalents. . . . . . . . . . . . . .  4
    4.3    CBI Share . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
    4.4    Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

SECTION 5  DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . .  5

    5.1    General . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
    5.2    Termination of Service. . . . . . . . . . . . . . . . . . . . . .  5
    5.3    Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
    5.4    Form of Payment . . . . . . . . . . . . . . . . . . . . . . . . .  6
    5.5    Change in Control . . . . . . . . . . . . . . . . . . . . . . . .  6

SECTION 6  ADMINISTRATION OF THE PLAN. . . . . . . . . . . . . . . . . . . .  7

    6.1    General . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
    6.2    Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
    6.3    Compensation of Committee . . . . . . . . . . . . . . . . . . . .  7
    6.4    Rules of Plan . . . . . . . . . . . . . . . . . . . . . . . . . .  7
    6.5    Agents and Employees. . . . . . . . . . . . . . . . . . . . . . .  7
    6.6    Indemnification . . . . . . . . . . . . . . . . . . . . . . . . .  7

SECTION 7  FUNDING OBLIGATION. . . . . . . . . . . . . . . . . . . . . . . .  7


<PAGE>

SECTION 8  AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . .  8

SECTION 9  NON-ALIENATION OF BENEFITS. . . . . . . . . . . . . . . . . . . .  8

SECTION 10 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . .  8

    10.1   Delegation. . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
    10.2   Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . .  8
    10.3   Separability of Provisions. . . . . . . . . . . . . . . . . . . .  8
    10.4   Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
    10.5   Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . .  8



<PAGE>

                                 CINCINNATI BELL INC.

                   DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS

                       (As adopted effective December 31, 1996)


                                      SECTION 1

                            NAME OF PLAN;
 PREDECESSOR PLAN

    1.1  NAME.  The plan set forth herein shall be known as the Cincinnati Bell
Inc. Deferred Compensation Plan for Outside Directors (the "Plan").

    1.2  PREDECESSOR PLAN.  The Plan is intended to amend and supersede the
Cincinnati Bell Inc. Deferred Compensation Plan for Non-Employee Directors (the
"Predecessor Plan") effective December 31, 1996.


                                      SECTION 2

                        GENERAL DEFINITIONS; GENDER AND NUMBER

    2.1  GENERAL DEFINITIONS.  For purposes of the Plan, the following terms
shall have the meanings hereinafter set forth unless the context otherwise
requires:

         2.1.1   "Account" shall mean the Account established for an Outside
Director under Section 4.1.

         2.1.2   "Board" shall mean the Board of Directors of the Company.

         2.1.3   "Beneficiary" shall mean the person or entity designated by a
Participant, on forms furnished and in the manner prescribed by the Committee,
to receive any benefit payable under the Plan after the Participant's death. If
a Participant fails to designate a beneficiary or if, for any reason, such
designation is not effective, the Participant's "Beneficiary" shall be the
Participant's surviving spouse or, if none, the Participant's estate.

         2.1.4   "CBI Shares" shall mean common shares of the Company.

         2.1.5   "Committee" shall mean the Compensation Committee of the
Board.

         2.1.6   "Company" shall mean Cincinnati Bell Inc.


                                          1


<PAGE>

         2.1.7   "Credited Service" shall mean active service as an Outside
Director, including service as an Outside Director prior to the Effective Date.
One year of Credited Service shall be given for each twelve full months of
Credited Service, whether or not consecutive. A fraction of a year of Credited
Service shall be rounded up or down to the nearest whole year.

         2.1.8   "Effective Date" shall mean December 31, 1996.

         2.1.9   "Other Fee" shall mean any fee for Outside Directors
established by the Board for attending Board or committee meetings or for
serving as a chair of a Board committee, but shall not include the Retainer or
expense reimbursements.

         2.1.10  "Other Fee Payment Date" shall mean the date on which any
Other Fee is payable to an Outside Director.

         2.1.11  "Outside Director" shall mean any member of the Board who is
not an employee of the Company, but shall not include any person serving as
Director Emeritus.

         2.1.12  "Participant" shall mean a person who has served as an Outside
Director on or after the Effective Date and whose Account has not been fully
paid or forfeited, as the case may be.

         2.1.13  "Retainer" shall mean the annual fee for Outside Directors
established by the Board, but shall not include meeting fees, fees for serving
as a chair of a Board committee or expense reimbursements.

         2.1.14  "Retainer Payment Date" shall mean the quarterly dates on
which the Outside Directors' Retainer is paid.

         2.1.15  "Retirement Plan" shall mean the Cincinnati Bell Inc.
Retirement Plan for Outside Directors.

         2.1.16  "Valuation Date" means the last day of each calendar year and
the date as of which any payment is to be made under the Plan.

    2.2  GENDER AND NUMBER.  For purposes of the Plan, words used in any gender
shall include all other genders, words used in the singular form shall include
the plural form, and words used in the plural form shall include the singular
form, as the context may require.


                                          2


<PAGE>

                                      SECTION 3

                                      DEFERRALS

    3.1  ELECTION OF DEFERRALS.  Subject to such rules as the Committee may
prescribe, an Outside Director may elect to defer up to 100% of the Outside
Director's Retainer and/or Other Fees for any calendar year by completing a
deferral form and filing such form with the Committee prior to January 1 of such
calendar year (or such earlier date as may be prescribed by the Committee).
Notwithstanding the foregoing, if an Outside Director first becomes an Outside
Director after the first day of a calendar year, such Outside Director may elect
to defer up to 100% of the Outside Director's Retainer and/or Other Fees for the
remainder of the calendar year by completing and signing a deferral form
provided by the Committee and filing such form with the Committee within 30 days
of the date on which the Outside Director first becomes an Outside Director. Any
election under the preceding sentence shall be effective as of the first
Retainer Date or Other Fee Payment Date, as the case may be, after the date the
election is filed.

    3.2  CHANGING DEFERRALS.  Subject to such rules as the Committee may
prescribe, an Outside Director who has elected to defer a portion or all of any
Retainer and/or Other Fee may change the amount of the deferral from one
permissible amount to another, effective as of any January 1, by completing and
signing a new deferral form and filing such form with the Committee prior to
such January 1 (or such earlier date as may be prescribed by the Committee).



                                      SECTION 4

                        MAINTENANCE AND VALUATION OF ACCOUNTS

    4.1  DEFERRED COMPENSATION ACCOUNTS.  A separate bookkeeping Account shall
be established for each Outside Director which shall reflect all amounts
credited to the Outside Director's Account under this Section 4.1 and the
assumed investment of those amounts.

         4.1.1   On each Retainer Payment Date and Other Fee Payment Date after
the Effective Date, there shall be credited to each Outside Director's Account
the amount of the Retainer or Other Fee which the Outside Director has elected
to defer under Section 3.1 Amounts credited to the Outside Director's Account
under this Section 4.1.1 shall be assumed to be invested exclusively in Cash
Equivalents.

         4.1.2   In the case of an Outside Director who was participating in
the Predecessor Plan immediately prior to the Effective Date, the balance then
credited to the Outside Director's account under the Predecessor Plan shall be
credited to the Outside Director's Account under this Plan as of the Effective
Date. Amounts credited to the


                                          3


<PAGE>

Outside Director's Account under this Section 4.1.2 shall be assumed to be
invested exclusively in Cash Equivalents.

         4.1.3   In the case of an Outside Director who was participating in
the Retirement Plan on July 1, 1996, an amount equal to the present value of the
Outside Director's accrued benefit under the Retirement Plan as of the Effective
Date (as determined by the Board) shall be credited to the Outside Director's
Account under this Plan as of the Effective Date. Amounts credited to an Outside
Director's Account under this Section 4.1.3 shall be assumed to be invested
exclusively in CBI Shares. For purposes of this Section 4.1.3, each Outside
Director who was an Outside Director on July 1, 1996 shall be deemed to have
been participating in the Retirement Plan on that date.

         4.1.4   As of each January 1 after the Effective Date, there shall be
credited to the Account of each person who is an Outside Director on such
January 1 an amount equal to the value of 250 CBI Shares on such January 1.
Amounts credited to an Outside Director's Account under this Section 4.1.4 shall
be assumed to be invested exclusively in CBI Shares.

    4.2  ASSUMED INVESTMENT IN CASH EQUIVALENTS.  To the extent that a
Participant's Account is assumed to be invested in Cash Equivalents and has not
been paid, the Account shall be credited with interest, compounded quarterly at
the end of each calendar quarter, equal to the average U.S. Treasury 10-year 
note rate for the previous calendar quarter.

    4.3  CBI SHARES.  To the extent that a Participant's Account is assumed to
be invested in CBI Shares and has not been paid or forfeited, as the case may
be:

         4.3.1   Whenever any cash dividends are paid with respect to CBI
Shares, an additional amount shall be credited to the Participant's Account as
of the dividend payment date. The additional amount to be credited to each
account shall be determined by multiplying the per share cash dividend paid with
respect to the CBI Shares on the dividend payment date by the number of assumed
CBI Shares credited to the Participant's Account on the day preceding the
dividend payment date. Such additional amount credited to the Account shall be
assumed to be invested in additional CBI Shares on the day on which such
dividends are paid.

         4.3.2   If there is any change in CBI Shares through the declaration
of a stock dividend or a stock split or through a recapitalization resulting in
a stock split, or a combination or a change in shares, the number of shares
assumed to be purchased for each Account shall be appropriately adjusted.

         4.3.3   Whenever CBI Shares are to be valued for purposes of the Plan,
the value of each CBI Share shall be the average of the high and low price per
share as


                                          4


<PAGE>

reported on the New York Stock Exchange on that date or, if no CBI Shares were
traded on that date, on the next preceding day on which CBI Shares were traded.

    4.4  VALUATION.  As of each Valuation Date, each Participant's Account
shall be adjusted to reflect all amounts credited to the Account since the
preceding Valuation Date, any gains or losses in the value of the Account's
assumed investments (Cash Equivalents and/or CBI Shares) since the preceding
Valuation Date and any payments or forfeitures occurring as of the Valuation
Date.


                                      SECTION 5

                                     DISTRIBUTION

    5.1  GENERAL.  Except as otherwise provided in Section 5.5, no amount shall
be paid with respect to a Participant's Account while the Participant remains a
member of the Board.

    5.2  TERMINATION OF SERVICE.  A Participant may elect to receive the
amounts credited to the Participant's Account in up to ten annual installment
payments as of or commencing as of the first business day of the calendar year
following the calendar year in which the Participant ceases to be a member of
the Board. If a Participant fails to make such an election, the amounts credited
to the Participant's Account shall be paid to the Participant in one lump sum as
of the first business day of the calendar year next following the calendar year
in which the Participant ceases to be a member of the Board.

         5.2.1.  The amount of each annual installment payable under this
Section 5.2 shall be a fraction of the nonforfeitable amounts credited to the
Participant's Account as of the installment payment date, the numerator of which
is 1 and the denominator of which is equal to the total number of installments
remaining to be paid (including the installment to be paid on the subject
installment payment date).

         5.2.2.  Any election under this Section 5.2 must be made in writing at
least six months prior to the date on which the Participant ceases to be a
member of the Board.

         5.2.3.  Notwithstanding any other provision hereof to the contrary,
the right to receive payments with respect to that portion of the Participant's
Account attributable to amounts credited under Sections 4.1.3 and 4.1.4 shall be
conditioned on the Participant completing at least five years of Credited
Service prior to the date on which the Participant ceases to be a member of the
Board. To the extent that a Participant has not satisfied such service
requirement prior to the date on which the Participant ceases to be a member of
the Board (other than by reason of death), the Participant shall not be entitled
to receive any payment with respect to that portion of the Participant's Account
attributable to amounts credited under Sections 4.1.3 and 4.1.4 and such portion


                                          5

<PAGE>

shall be forfeited as of the date on which the Participant ceases to be a member
of the Board.

    5.3  DEATH.  If a participant ceases to be a member of the Board by reason
of death, or if a Participant dies after ceasing to be a member of the Board but
before the amounts credited to the Participant's Account have been paid, the
amounts credited to the Participant's Account shall be paid to the Participant's
Beneficiary in one lump sum as of the first business day of the calendar year
next following the calendar year in which the Participant's death occurs;
provided, however, that if the Participant has elected to have the Participant's
Account distributed in installments and if the Participant dies after
distribution has commenced, the remaining installments shall be paid to the
Beneficiary as they become due.

    5.4  FORM OF PAYMENT.  All payments under the Plan shall be made in cash.

    5.5  CHANGE IN CONTROL.  If a Change in Control of the Company occurs, 
the amount credited to each Participant's Account shall be paid to the 
Participant in one lump sum as of the day next following the date on which 
such Change in Control occurs. A "Change in Control of the Company" shall be 
deemed to have occurred if, on or after December 31, 1996, (i) a tender offer 
shall be made and consummated for the ownership of 30% or more of the 
outstanding voting securities of the Company; (ii) the Company 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 Company, other than affiliates (with the meaning 
of the Securities Exchange Act of 1934 (the "Act")) of any party to such 
merger or consolidation, as the same shall have existed immediately prior to 
such merger or consolidation; (iii) the Company 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 31, 1996) of the Act, shall acquire 20% or more of 
the outstanding voting securities of the Company (whether directly, indirectly, 
beneficially or of record), or a person, within the meaning of Section 
3(a)(9) or Section 13(d)(3) (as in effect on December 31, 1996) of the Act, 
controls in any manner the election of a majority of the directors; or (v) 
within any period of two consecutive years after December 31, 1996, 
individuals who at the beginning of such period constitute the Board cease 
for any reason to constitute at least a majority thereof, unless the election 
of each director who was not a director at the beginning of such period has 
been approved in advance by 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 31, 1996) pursuant to the Act.

                                          6


<PAGE>

                                      SECTION 6

                              ADMINISTRATION OF THE PLAN

    6.1  GENERAL.  The general administration of the Plan and the
responsibility for carrying out its provisions shall be placed in the Committee.

    6.2  EXPENSES.  Expenses of administering the Plan shall be paid by the
Company.

    6.3  COMPENSATION OF COMMITTEE.  The members of the Committee shall not
receive compensation for their services as such, and, except as required by law,
no bond or other security need be required of them in such capacity in any
jurisdiction.

    6.4  RULES OF PLAN.  Subject to the limitations of the Plan, the Committee
may, from time to time, establish rules for the administration of the Plan and
the transaction of its business. The Committee may correct errors, however
arising, and as far as possible, adjust any benefit payments accordingly. The
determination of the Committee as to the interpretation of the provisions of the
Plan or any disputed question shall be conclusive upon all interested parties.

    6.5  AGENTS AND EMPLOYEES.  The Committee may authorize one or more agents
to execute or deliver any instrument. The Committee may appoint or employ such
agents, counsel (including counsel of any Company), auditors (including auditors
of any Company), physicians, clerical help and actuaries as in the Committee's
judgment may seem reasonable or necessary for the proper administration of the
Plan.

    6.6  INDEMNIFICATION.  The Company shall indemnify each member of the
Committee for all expenses and liabilities (including reasonable attorney's
fees) arising out of the administration of the Plan. The foregoing right of
indemnification shall be in addition to any other rights to which the members of
the Committee may be entitled as a matter of law.


                                      SECTION 7

                                  FUNDING OBLIGATION

    The Company shall have no obligation to fund, either by the purchase of CBI
Shares or by any other means, its obligations to Participants hereunder. If,
however, the Company does elect to allocate assets to provide for any such
obligation, the assets allocated for such purpose shall be assets of the Company
subject to claims against the Company, including claims of the Company's
creditors, to the same extent as are other corporate assets, and the
Participants shall have no right or claim against the assets so allocated, other
than as general creditors of the Company.


                                          7


<PAGE>
                                      SECTION 8

                              AMENDMENT AND TERMINATION

    The Board may amend or terminate the Plan at any time; provided that no
amendment shall be made or act of termination taken which adversely affects the
accrued benefits of any Participant without such Participant's consent.

                                      SECTION 9

                              NON-ALIENATION OF BENEFITS

    No Participant or Beneficiary shall alienate, commute, anticipate, assign,
pledge, encumber or dispose of the right to receive the payments required to be
made by the Company hereunder, which payments and the right to receive them are
expressly declared to be nonassignable and nontransferable.


                                      SECTION 10

                                    MISCELLANEOUS

    10.1 DELEGATION.  The Committee may delegate to any person or committee
certain of its rights and duties hereunder. Any such delegation shall be valid
and binding on all persons and the person or committee to whom or which
authority is delegated shall have full power to act in all matters so delegated
until the authority expires by its terms or is revoked by the Committee, as the
case may be.

    10.2 APPLICABLE LAW.  The Plan shall be governed by applicable federal law
and, to the extent not preempted by applicable federal law, the laws of the
State of Ohio.

    10.3 SEPARABILITY OF PROVISIONS.  If any provision of the Plan is held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and the Plan shall be construed and enforced as if
such provisions had not been included.

    10.4 HEADINGS.  Headings used throughout the Plan are for convenience only
and shall not be given legal significance.

    10.5 COUNTERPARTS.  The Plan 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.


                                          8


<PAGE>

    IN WITNESS WHEREOF, Cincinnati Bell Inc. has caused its name to be
subscribed on the 2nd day of December, 1996.


                             CINCINNATI BELL INC.



                             By  /s/ J.D. Kiggen
                                ------------------------------
                                J.D. Kiggen



<PAGE>

                                    (10)(iii)(A)(7)


<PAGE>

                         EMPLOYMENT AGREEMENT

    This Agreement is made as of October 1, 1995 (the "Effective Date") between
Cincinnati Bell Information Systems Inc., an Ohio corporation ("Employer" or
"CBIS"), and Robert J. Marino ("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 the day immediately
preceding the fifth anniversary of the Effective Date.

    3.   DUTIES.

         A.   Employee will serve as Chief Operating Officer of CBIS with
responsibility for the day-to-day operations of the United States business units
of CBIS. Employee will report to the President of CBIS or such other officer of
CBIS as may be designated by the President of CBIS.

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

         C.   Employee shall also perform such other duties
 as are assigned to
Employee by the CBIS officer to whom Employee reports.

         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 his full effort during
reasonable working hours to the business of Employer and shall devote at least
40 hours per week to the business of Employer. Employee shall travel to such
places as are necessary in the performance of Employee's duties.

         E.   Within six months after the Effective Date, Employee shall move
Employee's permanent residence to Cincinnati, Ohio. Employee's relocation shall
be at Employer's expense in accordance with the terms of Employer's relocation
policy.

    4.   COMPENSATION.

         A.   Employee shall receive a base salary (the "Base Salary") of at
least $240,000 for each calendar year, subject to proration for any partial
year, during the term of



<PAGE>

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
receive an annual bonus (the "Bonus") 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. For 1995, Employee shall be given a Bonus target
of a pro rata portion of $110,000, based 80% on CBIS results and 20% on
Cincinnati Bell Inc. ("CBI") results. For years after 1995, Employee shall be
given a Bonus target of not less than $110,000 per year (subject to proration
for any partial 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 his duties to Employer shall be reimbursable
in accordance with Employer's then current travel and expense policies.

    6.   BENEFITS.

         A.   At the first meeting of the CBI Compensation Committee 
following the Effective Date, Employee will be granted options to purchase 
15,000 common shares of CBI on the terms approved by the Compensation 
Committee. In each year of this Agreement after 1995, Employee will be 
granted options to purchase such number of common shares of CBI as may be 
granted by the CBI Compensation Committee to employees of the same level as 
Employee, 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 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 CBIS are entitled to participate plus
such additional plans and programs as may be made available to Employee from
time to time.

         C.   Employee shall receive a restricted stock award of 15,000 common
shares of CBI at the first meeting of the CBI Compensation Committee following
the Effective Date. 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.


                                         -2-


<PAGE>

         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.

         E.   If Employee's employment with Employer is terminated by Employer
on or after the fifth anniversary of the Effective Date for any reason other
than those set forth in Sections 13.A., B. and C., Employer shall pay Employee
an amount equal to two times Employee's annual base salary rate in effect on the
date of termination.

         F.   A supplemental, non-qualified pension will be provided to
Employee by Employer in accordance with this Section 6(F).

              (i)   If Employee's employment with Employer terminates on or
after the day preceding the fifth anniversary of the Effective Date and prior to
the day preceding the tenth anniversary of the Effective Date, Employee's
non-qualified pension shall be equal to Employee's accrued pension under the CBI
Management Pension Plan ("CBMPP") as of the date on which Employee's employment
with Employer terminates.

              (ii)  If Employee's employment with Employer terminates on or
after the day preceding the tenth anniversary of the Effective Date, Employee's
non-qualified pension shall be equal to that portion of Employee's accrued
pension under CBMPP which is attributable to Employee's first ten years of
service with Employer.

              (iii) Employee's non-qualified pension under this Section 6(F)
shall be paid either in one lump sum or in up to ten annual installments (as
Employee may select) commencing within 90 days after Employee's termination of
Employment. If the non-qualified pension is being paid in installments, each
unpaid installment shall be credited with interest, at the rate of 8% per annum,
from the date Employee's employment terminates until paid.

              (iv)  If Employee's employment with Employer terminates by reason
of Employee's death, the non-qualified pension shall be paid to Employee's
Estate. If Employee dies after terminating employment and if, at the time of
Employee's death, Employee's non-qualified pension is being paid in
installments, the remaining installments shall be paid, when due, to Employee's
Estate.

              (v)   Nothing contained in this Section 6(F) shall be construed
to give Employee any right to continued employment except under the express
terms of this Agreement. The provisions of this Section 6(F) shall survive the
term of Employee's employment under this Agreement.

         G.   In addition to the Bonus called for under Section 4(B), 
Employee shall receive a hiring bonus of $66,000 within ten days after the 
Effective Date.

                                         -3-


<PAGE>

         H.   Employer shall compensate Employee for the period Employee is not
able to participate in Employer's Retirement and Savings Plan ("RSP") by paying
Employee (i) on December 31, 1995 (if he remains in the employ of Employer
through that date), $5,040; and (ii) on December 31, 1996 (if he remains in the
employ of Employer through that date), the difference, if any, between $6,000
and the amount of Employer's matching contribution, if any, on behalf of
Employee under the RSP for 1996.

    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 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 his 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
Employee's 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 Affiliates' work or
project, present, past, or contemplated, 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


                                         -4-


<PAGE>

in his possession or in the possession of any person or entity under his 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.

         A.   EMPLOYER'S 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 his employment, and Employee's
commitments and obligations to Employer and its Affiliates herein are of
special, unique and extraordinary character, and that the breach of any
provision of this Agreement by Employee will cause Employer irreparable injury
and damage, and consequently the Employer 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.

         B.   EMPLOYEE'S REMEDIES.  Employee agrees to submit to final and
binding arbitration any dispute, claim or controversy, whether for breach of
this Agreement or for violation of any of Employee's statutorily created or
protected rights, arising between the parties that Employee would have been
otherwise entitled to file or pursue in court or before any administrative
agency (herein "claim"), and Employee waives all right to sue Employer, its
Affiliates, and all of their agents, employees, officers and directors.

              (i)   This Agreement to arbitrate and any resulting arbitration
award are enforceable under and subject to the Federal Arbitration Act, 9 U.S.C.
Section 1 ET SEQ. ("FAA"). If the FAA is held not to apply for any reason then
Ohio Revised Code Chapter 2711 regarding the enforceability of arbitration
agreements and awards will govern this Agreement and the arbitration award.

              (ii)  (a)  All of Employee's claims must be presented at a 
single arbitration hearing under this Agreement. Any claim not raised at the 
arbitration hearing is waived and released. The arbitration hearing will take 
place in Cincinnati, Ohio.

                    (b)  The arbitration process will be governed by the 
Employment Dispute Resolution Rules of the American Arbitration Association 
("AAA") except to the extent they are modified by this Agreement.

                    (c)  Employee has had an opportunity to review the AAA 
rules and the requirement that Employee must pay a filing fee which Employer 
has agreed to split on an equal basis.

                                         -5-


<PAGE>

                    (d)  The arbitrator will be selected from a panel of
arbitrators chosen by the AAA in White Plains, New York. After the filing of a
Request for Arbitration, the AAA will send simultaneously to Employer and
Employee an identical list of names of five persons chosen from the panel. Each
party will have 10 days from the transmittal date in which to strike up to two
names, number the remaining names in order of preference and return the list to
the AAA.

                    (e)  Any pre-hearing disputes will be presented to the
arbitrator for expeditious, final and binding resolution.

                    (f)  The award of the arbitrator will be in writing and
will set forth each issue considered and the arbitrator's findings of fact and
conclusions of law as to each such issue.

                    (g)  The remedy and relief that may be granted by the
arbitrator are limited to lost wages, benefits, cease and desist and affirmative
relief, compensatory, liquidated and punitive damages and reasonable attorney's
fees, and will not include reinstatement or promotion. If the arbitrator would
have awarded reinstatement or promotion, but for the prohibition in this
Agreement, the arbitrator may award front pay. Compensatory, liquidated and
punitive damages for breach of this Agreement, if awarded, may not exceed the
greater of (i) the amount provided in case of a termination under Section 13.D,
and (ii) the maximum amount otherwise payable under the applicable terms of this
Agreement. Compensatory, liquidated and punitive damages, for a dispute, claim
or controversy other than for breach of this Agreement, if awarded, are limited
to a combined total of one year's salary. The arbitrator may assess to either
party, or split, the arbitrator's fee and expenses and the cost of the
transcript, if any, in accordance with the arbitrator's determination of the
merits of each party's position, but each party will bear any costs for its
witnesses and proof.

                    (h)  Employer and Employee recognize that a primary benefit
each derives from entering this Agreement is avoiding the delay and costs
normally associated with litigation. Therefore, neither party will be entitled
to conduct any discovery prior to the arbitration hearing except that: (i)
Employer will furnish Employee with copies of all non-privileged documents in
Employee's personnel file; (ii) if the claim is for discharge, Employee will
furnish Employer with records of earnings and benefits relating to Employee's
subsequent employment (including self-employment) and all documents relating to
Employee's efforts to obtain subsequent employment; (iii) the parties will
exchange copies of all documents they intend to introduce as evidence at the
arbitration hearing at least 10 days prior to such hearing; (iv) Employee will
be allowed (at Employee's expense) to take the depositions, for a period not to
exceed four hours each of two representatives of Employer, and Employer will be
allowed (at its expense) to depose Employee for a period not to exceed four
hours; and (v) Employer or Employee may ask the arbitrator to grant additional
discovery to the extent permitted by AAA rules upon a showing that such
discovery is necessary.


                                         -6-


<PAGE>

                    (i)  Nothing herein will prevent either party from taking
the deposition of any witness where the sole purpose for taking the deposition
is to use the deposition in lieu of the witness testifying at the hearing and
the witness is, in good faith, unavailable to testify in person at the hearing
due to poor health, residency and employment more than 50 miles from the hearing
site, conflicting travel plans or other comparable reason.

              (iii) Arbitration must be requested in writing no later than 6
months from the date of Employee's knowledge of the matter disputed by the
claim. Employee's failure to initiate arbitration under this Agreement within
the time limits herein will be considered a waiver and release by Employee with
respect to any claim subject to arbitration under this Agreement.

              (iv)  Employer and Employee consent that judgment upon the
arbitration award may be entered in any federal or state court that has
jurisdiction.

              (v)   Employee will not commence or pursue any litigation on any
claim that is or was subject to arbitration under this Agreement.

              (vi)  All aspects of any arbitration procedure under this
Agreement, including the hearing and the record of the proceedings, are
confidential and will not be open to the public, except to the extent the
parties agree otherwise in writing, or as may be appropriate in any subsequent
proceedings between the parties, or as may otherwise be appropriate in response
to a governmental agency or legal process.

    11.  COVENANT NOT TO COMPETE.  During the three 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 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 (i) in any business activity in
competition with Employer or any of its Affiliates with which Employee was
actively employed during the 24-month period preceding Employee's termination of
employment; (ii) in any position with any customer of Employer or any of its
Affiliates which involves such customer's billing and/or billing related
systems; or (iii) in any business that provides billing and/or billing related
systems to third parties engaged in the communication business (including
wireless, wireline and cable communication businesses). 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 three 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 interfere with or
adversely affect, either directly or


                                         -7-


<PAGE>

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.

    During the three year period following termination of Employer's employment
with Employer for any reason (or if this period is unenforceable by law, then
for such period as shall be enforceable) Employee shall not, without the prior
written consent of Employer, accept employment, as an employee, consultant, or
otherwise, with any company or entity which is a customer or supplier of
Employer or any of its Affiliates at any time during the final year of
Employee's employment with Employer.

    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 his or her employment
relationship with Employer or the Affiliate which employs such other employee.

    12.  GOODWILL.  Employee will not 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 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").

              (ii)  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.

              (iii) Upon termination of this Agreement on account of
Terminating Disability, Employer shall pay Employee his accrued compensation
hereunder, whether Base Salary or otherwise (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

                                         -8-


<PAGE>

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.

              (iv)  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 or otherwise, to
the date of death.

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

         D.   Employer may terminate this Agreement upon 60 days written notice
for any reason other than those set forth in Sections 13.A., B. and 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. Notwithstanding the terms of the Restricted Stock Award:  if the
termination occurs during the 36-month period commencing on the Effective Date,
the restrictions on a proportionate number of 50% of the restricted shares
awarded Employee under Section 6.C. shall lapse based on the portion of such
36-month period during which Employee was employed by Employer; and if the
termination occurs during the 24-month period commencing on the third
anniversary of the Effective Date, the restrictions on a proportionate number of
the remaining 50% of the restricted shares awarded Employee under Section 6.C.
shall lapse based on the portion of such 24-month period during which Employee
was employed by Employer.

         E.   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 time 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.

         F.   The termination of this Agreement shall not amend, alter or
modify the rights and obligations of the parties under Sections 6.E., 7, 8, 9,
10, 11, and 12 hereof, the terms of which shall survive the termination of this
Agreement.


                                         -9-


<PAGE>

    14.  ASSIGNMENT.  As this is an agreement for personal services involving a
reason 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 his place of residence as then recorded on the
books of Employer or to Employer at its principal office.

    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 Paragraph 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 CBIS and any other person to
whom the President of CBIS 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.

                                         -10-

<PAGE>

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

                                            CINCINNATI BELL INFORMATION
                                              SYSTEMS INC.



                                            By /s/ James F. Orr
                                               --------------------------------
                                                      President & CEO

                                            EMPLOYEE



                                            /S/ Robert J. Marino
                                            -----------------------------------
                                            Robert J. Marino


                                         -11-


<PAGE>

                                RESTRICTED STOCK AWARD
                               UNDER THE PROVISIONS OF
                               THE CINCINNATI BELL INC.
                            1988 LONG TERM INCENTIVE PLAN

Name of Employee:          Robert J. Marino
                        ------------------------
Award Date:             ------------------------
Number of Restricted Shares:   15,000
                             ---------------------

    Pursuant to the provisions of the Cincinnati Bell Inc. 1988 Long Term
Incentive Plan (the "Plan"), a copy of which has been delivered to you, the
Compensation Committee of the Board of Directors of Cincinnati Bell Inc. (the
"Compensation Committee") has granted you an award of 15,000 common shares, par
value $1.00 per share, of Cincinnati Bell Inc. (the "Shares"), on and subject to
the terms of the Plan and your agreement to the following terms, conditions and
restrictions.

    1.   SECURITIES SUBJECT TO THIS AGREEMENT.  This Agreement is made with
    respect to the Shares and any securities (including additional common
    shares of Cincinnati Bell Inc. (the "Company")) issued in respect of the
    Shares, whether by way of a share dividend, a share split, any
    reorganization or recapitalization of the Company or its stock or any
    merger, exchange of securities or like event or transaction as the result
    of which any security or securities of any kind are issued to you by reason
    of your ownership of the Shares. Reference herein to the Shares shall
    include any such securities issued in respect of the Shares.

    2.   RIGHTS OF OWNERSHIP.  Except for the Restrictions (as defined in
    Section 3 hereof and subject to the provisions regarding forfeiture set
    forth in Section 9 hereof, you are the record and beneficial owner of the
    Shares, with all rights and privileges (including but not limited to the
    right to vote, to receive dividends and to receive distributions upon
    liquidation of the Company) appertaining thereto.

    3.   RESTRICTIONS.  Neither the Shares nor any interest therein may be
    transferred or conveyed by you in any manner whatsoever, whether or not for
    consideration (the "Restrictions"), except upon the passage of time or
    occurrence of events as specified in Sections 4, 5, 6 and 7 hereof.

    4.   LAPSE.  The Restrictions shall lapse and be of no further force and
    effect as to 7,500 of the Shares on the day preceding the third anniversary
    of the Award Date and as to the remaining 7,500 of the Shares on the day
    preceding the fifth anniversary of the Award Date.

    5.   TERMINATION OF RESTRICTIONS - DEATH.  In the event of your death while
    employed by the Company or any of its subsidiaries, the Restrictions shall
    terminate and be of no further force or effect, effective as of the date of
    death: (a) if death occurs prior to the third anniversary of the Award
    Date, with respect

                                         Page 1



<PAGE>

    to the number of shares (rounded up to the nearest whole Share) that bears
    the same ratio to the total number of Shares as the number of days from the
    Award Date through the date of death bears to the number of days from the
    Award Date through the day preceding the fifth anniversary of the Award
    Date; and (b) if death occurs on or after the day preceding the third
    anniversary of the Award Date and prior to the day preceding the fifth
    anniversary of the Award Date, with respect to the number of Shares
    (rounded up to the nearest whole Share) remaining subject to Restrictions
    immediately prior to death that bears the same ratio to the total number of
    Shares remaining subject to Restrictions immediately prior to death as the
    number of days from the third anniversary of the Award Date through the
    date of death bears to the number of days from the third anniversary of the
    Award Date through the day preceding the fifth anniversary of the Award
    Date. Any Shares which remain subject to the Restrictions after the
    calculations prescribed in the preceding sentence shall be forfeited to the
    Company as of your date of death. Upon the Restrictions terminating with
    respect to certain Shares, the executor, administrator or other personal
    representative of your estate, or the trustee of any trust becoming
    entitled thereto be reason of your death, may transfer the unrestricted
    Shares to any person or persons entitled thereto under your will or under
    your trust or other instrument (or in the absence of any will under the
    laws of descent and distribution) governing the distribution of your estate
    in the event of your death.

    6.   TERMINATION OF RESTRICTIONS - DISABILITY.  If you (a) shall become
    disabled and as a result thereof cease to be an employee of the Company or
    any of its subsidiaries under and pursuant to applicable disability
    provisions of any employment contract to which you and the Company or any
    of its subsidiaries are parties or, (b) shall become disabled to such
    extent that you are unable to perform the usual duties of your job for a
    period of 12 consecutive weeks or more and if as the result thereof the
    Compensation Committee approves the termination of your employment within
    12 months following the first day of the 12 consecutive week period on
    terms that include the right to transfer the Shares free of the
    Restrictions, then and in either such event the Restrictions shall
    terminate and be of no further force and effect as of the date you cease to
    be an employee in the same manner as prescribed in the event of death
    outlined in Section 5 above. Any Shares which remain subject to
    Restrictions after application of the preceding sentence shall be forfeited
    to the Company as of the date you cease to be an employee.

    7.   TERMINATION OF RESTRICTIONS - TERMINATION WITHOUT CAUSE.  In the event
    that your employment is terminated without cause (within the meaning of
    Section 13.D. of your Employment Agreement dated __________________), the
    Restrictions shall terminate and be of no further force and effect as of
    the date you cease to be an employee in the same manner as prescribed in
    the event of death outlined in Section 5 above. Any Shares which remain
    subject to Restrictions after application of the preceding sentence shall
    be forfeited to the Company as of the date you cease to be an employee.

                                         Page 2


<PAGE>

    8.   FORFEITURE. If you cease to be an Employee of the Company or any of 
    its subsidiaries, except as provided in Section 4, 5, 6 and 7 hereof, any 
    Shares which remain subject to the Restrictions of the date such 
    employment terminates shall be at once forfeited to the Company as of the 
    date of such termination of employment (the "Forfeiture Date"). Upon such 
    forfeiture all of your rights in respect of such Shares shall cease 
    automatically and without further action by the Company or you. For the 
    purpose of giving effect to this provision, you have executed and 
    delivered to the Company a stock power with respect to each certificate 
    evidencing any of the Shares, thereby assigning to the Company all of 
    your interest in the Shares. By the execution and delivery of this 
    Agreement, you authorize and empower the Company, in the event of a 
    forfeiture of any of the Shares under this Section 8 to (a) date (as of 
    the Forfeiture Date) those stock powers relating to Shares that remain 
    subject to the Restrictions as of the Forfeiture Date and (b) present 
    such stock powers and the certificates to which they relate to the 
    Company's transfer agent or other appropriate party for the sole purpose 
    of transferring the forfeited Shares to the Company.

    9.   MATTERS RELATING TO CERTIFICATES.

         (a) Upon their issuance, the certificates representing the Shares 
         shall be deposited with the Secretary of the Company and shall be 
         released to you only pursuant to the provisions of this Section 9.

         (b) Each certificate for Shares issued to you in accordance with 
         this Agreement shall bear the following legend:

         "THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS 
         OF A RESTRICTED STOCK AGREEMENT BETWEEN THE REGISTERED HOLDER HEREOF 
         AND CINCINNATI BELL INC., DATED AS OF                 , AND MAY NOT 
         BE TRANSFERRED BY THE HOLDER, EXCEPT AS PROVIDED BY THE TERMS OF 
         SUCH AGREEMENT, A COPY OF WHICH IS ON DEPOSIT WITH THE SECRETARY OF 
         CINCINNATI BELL INC. AND WHICH WILL BE MAILED TO A SHAREHOLDER OF 
         CINCINNATI BELL INC. WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT 
         OF A WRITTEN REQUEST."

         Upon the lapse or termination of the Restrictions as to any Shares, 
    the certificate evidencing such Shares shall be promptly presented to the 
    Company's transfer agent or other appropriate party with instructions to 
    cause such certificate to be reissued, to the extent appropriate, in your 
    name and without the foregoing legend. Any Shares evidenced by such 
    certificate which remain subject to the Restrictions shall be evidenced 
    by a new certificate, bearing the foregoing legend, which shall be 
    returned to the Company. Upon the lapse or termination of the 
    Restrictions as to any Shares, the stock power or powers held by the 
    Company with respect to such Shares shall be surrendered to you (in

                                         Page 3

<PAGE>

    exchange, if applicable, for a stock power relating to any Shares which 
    remain subject to the Restrictions).

    10.  INTERPRETATION. You acknowledge that the Compensation Committee has 
    the authority to construe and interpret the terms of the Plan and this 
    Agreement if and when any questions of meaning arises under the Plan or 
    this Agreement, and any such construction or interpretation shall be 
    binding on you, your heirs, executors, administrators, personal 
    representatives and any other persons having or claiming to have an 
    interest in the Shares.

    11.  WITHHOLDING. In connection with the award of Shares to you and any 
    dividend payments made while such Shares remain subject to restrictions 
    hereunder, the Company will withhold or cause to be withheld from your 
    salary payments such amounts of tax at such times as may be required by 
    law to be withheld with respect to the Shares and/or dividends, provided 
    that if your salary is not sufficient for such purpose, you shall remit 
    to the Company, on request, the amount required for such withholding 
    taxes. Within 45 days after issuance of the certificates representing the 
    Shares, you shall advise the Company in writing whether or not you have 
    made an election, under Section 83(b) of the Internal Revenue Code 1986, 
    to include the fair market value of the Shares in your gross income for 
    the calendar year in which the certificates are issued.

    12.  NOTICES. All notices and other communications to be given hereunder 
    shall be in writing and shall be deemed to have been duly given when 
    delivered personally or when deposited in the United States mail, first 
    class postage prepaid, and addressed as follows:

    TO THE COMPANY:  Cincinnati Bell Inc.
                     201 East Fourth Street, RM 102-732
                     Cincinnati, Ohio 45202
                     Attention: Secretary of the Compensation Committee

    TO THE EMPLOYEE: Robert J. Marino
                     32 Sunderland Lane
                     Katonah, N.J. 10536

    or to any other address as to which notice has been given in the manner 
    herein provided.

    13.  MISCELLANEOUS. This Agreement shall be binding upon the parties 
    hereto and their respective heirs, executors, administrators, personal 
    representatives, successors and assigns. Subject to the provisions of the 
    Plan, this Agreement constitutes the entire agreement between the parties 
    with respect to the subject matter hereof and shall be construed and 
    interpreted in accordance with the laws

                                         Page 4

<PAGE>

    of the State of Ohio. This Agreement may not be amended except in a 
    writing signed by each of the parties hereto. If any provisions of this 
    Agreement shall be deemed to be invalid or void under any applicable law, 
    the remaining provisions hereof shall not be affected thereby and shall 
    continue in full force and effect.


Please indicate your acceptance by signing at the place provided and 
returning this Agreement.



                                              COMPENSATION COMMITTEE OF 
                                              THE BOARD OF DIRECTORS OF
                                              CINCINNATI BELL INC.



Dated:  9/11/95                               By: /s/ J.D. Kiggen
      ---------------                            -----------------------------
                                                 Secretary

Dated:  9/6/95                                    /s/ Robert J. Marino
      ---------------                            -----------------------------
                                                 Accepted and Agreed


                                         Page 5





<PAGE>














                               (10)(iii)(A)(8)



<PAGE>

                             EMPLOYMENT AGREEMENT


    This Agreement is made as of January 29, 1996 (the "Effective Date") 
between Cincinnati Bell Inc., an Ohio corporation ("Employer" or "CBI"), and 
John J. Mueller ("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 the day immediately 
preceding the fifth anniversary of the Effective Date.

    3.  DUTIES. 

        A.  Employee will serve as President and Chief Executive Officer of 
Cincinnati Bell Directory Inc. ("CBD") or in such other equivalent capacity 
as may be designated by the President of CBI. Employee will report to the 
President of CBI or such other officer of CBI as may be designated by the 
President of CBI.

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

        C.  Employee shall also perform such other duties
 as are assigned to 
Employee by the CBI officer to whom Employee reports.

        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 his full effort 
during reasonable working hours to the business of Employer and shall devote 
at least 40 hours per week to the business of Employer. 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 $120,000 for each calendar year, subject to proration for any partial 
year, during the term 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 
receive an annual bonus (the "Bonus") for each calendar year for which 
services are performed under this



<PAGE>

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. For 1996, Employee shall be given a Bonus target of $50,000.

        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 his duties to Employer shall be 
reimbursable in accordance with Employer's then current travel and expense 
policies.

    6.  BENEFITS.

        A.  At the first meeting of the CBI Compensation Committee after the 
Effective Date, Employee shall be granted options to purchase 10,000 common 
shares of CBI at the time and on the terms approved by the Compensation 
Committee. In each year of this Agreement after 1996, Employee will be 
granted options to purchase common shares of 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 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 fourth level managers of CBI are participating.

        C.  Employee shall receive a restricted stock award of 6,000 common 
shares of CBI at the first meeting of the CBI Compensation Committee 
following the date on which this Agreement has been executed by the parties. 
All provisions of this Agreement which relate 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 
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


                                      -2-


<PAGE>

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 his duties for Employer, without the express written consent of 
Employer. For purposes of this Agreement, "Affiliate" means 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 
Employee's 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 Affiliates' work 
or project, present, past or contemplated, 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 his possession or in the 
possession of any person or entity under his 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.  

        A. EMPLOYER'S 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 his employment, and Employee's 
commitments and obligations to Employer and its Affiliates herein are of a 
special, unique and extraordinary


                                      -3-


<PAGE>

character, and that the breach of any provision of this Agreement by Employee 
will cause Employer irreparable injury and damage, and consequently the 
Employer 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.

        B. EMPLOYEE'S REMEDIES. Employee agrees to submit to final and 
binding arbitration any dispute, claim or controversy, whether for breach of 
this agreement or for violation of any of Employee's statutorily created or 
protected rights, arising between the parties that Employee would have been 
otherwise entitled to file or pursue in court or before any administrative 
agency (herein "claim"), and Employee waives all right to sue Employer, its 
Affiliates, and all of their agents, employees, officers and directors.

           (i)   This agreement to arbitrate and any resulting arbitration 
award are enforceable under and subject to the Federal Arbitration Act, 
9 U.S.C. Section 1 ET SEQ. ("FAA"). If the FAA is held not to apply for any 
reason then Ohio Revised Code Chapter 2711 regarding the enforceability of 
arbitration agreements and awards will govern this Agreement and the 
arbitration award.

           (ii)  (a)  All of Employee's claims must be presented at a single 
arbitration hearing under this Agreement. Any claim not raised at the 
arbitration hearing is waived and released. The arbitration hearing will take 
place in Cincinnati, Ohio.

                 (b)  The arbitration process will be governed by the 
Employment Dispute Resolution Rules of the American Arbitration Association 
("AAA") except to the extent they are modified by this Agreement.

                 (c)  Employee has had an opportunity to review the AAA rules 
and the requirement that Employee must pay a filing fee which Employer has 
agreed to split on an equal basis.

                 (d)  The arbitrator will be selected from a panel of 
arbitrators chosen by the AAA in White Plains, New York. After the filing of 
a Request for Arbitration, the AAA will send simultaneously to Employer and 
Employee an identical list of names of five persons chosen from the panel. 
Each party will have 10 days from the transmittal date in which to strike up 
to two names, number the remaining names in order of preference and return 
the list to the AAA.

                 (e)  Any pre-hearing disputes will be presented to the 
arbitrator for expeditious, final and binding resolution.

                 (f)  The award of the arbitrator will be in writing and will 
set forth each issue considered and the arbitrator's findings of fact and 
conclusions of law as to each such issue.


                                      -4-


<PAGE>
              (g)  The remedy and relief that may be granted by the 
arbitrator are limited to lost wages, benefits, cease and desist and 
affirmative relief, compensatory, liquidated and punitive damages and 
reasonable attorney's fees, and will not include reinstatement or promotion. 
If the arbitrator would have awarded reinstatement or promotion, but for the 
prohibition in this Agreement, the arbitrator may award front pay. 
Compensatory, liquidated and punitive damages for breach of this Agreement, 
if awarded, may not exceed the greater of (i) the amount provided in case of a
termination under Section 13.D, and (ii) the maximum amount otherwise payable 
under the applicable terms of this Agreement. Compensatory, liquidated and 
punitive damages, for a dispute, claim or controversy other than for breach 
of this Agreement, if awarded, are limited to a combined total of one year's 
salary. The arbitrator may assess to either party, or split, the arbitrator's 
fee and expenses and the cost of the transcript, if any, in accordance with 
the arbitrator's determination of the merits of each party's position, but 
each party will bear any costs for its witnesses and proof.

              (h)  Employer and Employee recognize that a primary benefit each 
derives from entering this Agreement is avoiding the delay and costs normally 
associated with litigation. Therefore, neither party will be entitled to conduct
any discovery prior to the arbitration hearing except that: (i) Employer will 
furnish Employee with copies of all non-privileged documents in Employee's 
personnel file; (ii) if the claim for discharge, Employee will furnish Employer
with records of earnings and benefits relating to Employee's subsequent 
employment (including self-employment) and all documents relating to Employee's
efforts to obtain subsequent employment; (iii) the parties will exchange copies
of all documents they intend to introduce as evidence at the arbitration hearing
at least 10 days prior to such hearing; (iv) Employee will be allowed (at 
Employee's expense) to take the depositions, for a period not to exceed four 
hours each of two representatives of Employer, and Employer will be allowed (at
its expense) to depose Employee for a period not to exceed four hours; and (v) 
Employer or Employee may ask the arbitrator to grant additional discovery to 
the extent permitted by AAA rules upon a showing that such discovery is 
necessary.

              (i)  Nothing herein will prevent either party from taking 
the deposition of any witness where the sole purpose for taking the 
deposition is to use the deposition in lieu of the witness testifying at the 
hearing and the witness is, in good faith, unavailable to testify in person 
at the hearing due to poor health, residency and employment more than 50 
miles from the hearing site, conflicting travel plans or other comparable 
reason.

          (iii)     Arbitration must be requested in writing no later than 6 
months from the date of Employee's knowledge of the matter disputed by the 
claim. Employee's failure to initiate arbitration under this Agreement within 
the time limits herein will be considered a waiver and release by Employee 
with respects to any claim subject to arbitration under this Agreement.

          (iv)      Employer and Employee consent that judgement upon the
arbitration award may be entered in any federal or state court that has 
jurisdiction.

                                        -5-


<PAGE>

          (v)       Employee will not commence or pursue any litigation on 
any claim that is or was subject to arbitration under this Agreement.

          (vi)      All aspects of any arbitration procedure under this 
Agreement, including the hearing and the record of the proceedings, are 
confidential and will not be open to the public, except to the extent the 
parties agree otherwise in writing, or as may be appropriate in any 
subsequent proceedings between the parties, or as may otherwise be 
appropriate in response to a governmental agency or legal process.

     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 engage in any business offering services related to the 
current business of Employer or any of its Affiliates in any capacity, 
whether such capacity be as a principal, partner, joint venturer, agent, 
employee, salesman, consultant, director or officer, where such position 
would involve Employee (i) in any business activity in competition with 
Employer of any of its Affiliates; (ii) in any position with any customer of 
Employer or any of its Affiliates which involves such customer's billing 
and/or billing related systems; or (iii) in any business that provides 
billing and/or billing related systems to third parties engaged in the 
communication business (including wireless, wireline and cable communication 
businesses). 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 the Employer.

          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 
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.

          During the two year period following termination of Employer's 
employment with Employer for any reason (or if this period is unenforceable 
by law, then for such a period as shall be enforceable) Employee shall not, 
without prior written consent of Employer, accept employment, as an employee, 
consultant, or otherwise, with any company or entity which is a customer or 
supplier of Employer or any of its Affiliates at any time during the final 
year of Employee's employment with Employer.

          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 

                                        -6-


<PAGE>

of its Affiliates to terminate his or her employment relationship with 
Employer or the Affiliate which employs such other employee.

     12.  GOODWILL.  Employee will not 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 of 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 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").

               (ii)      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 a written notice by the terminating 
party to the other.

               (iii)     Upon termination of this Agreement on account of 
Terminating Disability, Employer shall pay Employee his accrued compensation 
hereunder, whether Base Salary or otherwise (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.

               (iv)      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 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 or 
otherwise, to the date of death.

          C.   Employer may terminate this Agreement immediately for Cause. 
For purposes of this Agreement, Employer shall have Cause to terminate this 
Agreement only if the CBI Board of Directors determines that there had been 
fraud, misappropriation or embezzlement on the part of the Employee.

                                        -7-


<PAGE>

          D.   Employer may terminate this Agreement upon 60 days written 
notice for any reason other than those set forth in Sections 13.A., B. and C. 
In the event of a Termination under this Section 13.D., Employer shall pay 
Employee an amount equal to two times the sum of the Base Salary as it exists 
at the time of termination plus the Bonus target as it exists at the time of 
termination. In addition, as provided in Exhibit A hereto, the restrictions 
applicable to a portion of the restricted shares awarded to Employee under 
Section 6.C. shall lapse. Employee's right to receive the payments called 
for under this Section 13.D. (including the lapsing of restrictions 
applicable to a portion of the restricted shares) shall be conditioned upon 
Employee executing a release (in form satisfactory to CBI) of all claims 
which Employee may have against CBI and its Affiliates.

          E.   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.

          F.   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 his place of residence as then recorded on 
the books of Employer or to Employer at its principal office.

     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.

                                        -8-


<PAGE>

     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 of 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 enforceable provisions have never been contained herein.

     20.  SUCCESSORS AND ASSIGNS.  Subject to the requirements of Paragraph 
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, except as provided in the preceding 
sentence, Employee shall not reveal the existence of this Agreement or 
discuss its terms with any person (including but not limited to any employee 
of Employer or its Affiliates) without the express authorization of the 
President of CBI.

     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, INC.


                                         By  /s/ John T. Lamacchia
                                             ------------------------
                                             John T. Lamacchia


                                        EMPLOYEE

                                        /s/ John J. Mueller
                                        ------------------------
                                        John J. Mueller



                                        -9-




<PAGE>









                                (10)(iii)(A)(16)






<PAGE>

                              EMPLOYMENT AGREEMENT


    This Agreement is made as of August 1, 1996 (the "Effective Date") 
between Cincinnati Bell Inc., an Ohio corporation ("Employer" or "CBI"), and 
Thomas P. Mehnert ("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 the day immediately 
preceding the fifth anniversary of the Effective Date.

    3.   DUTIES.

         A.  Employee will serve as Vice President--Legal of CBI. Employee 
will report to the Chief Legal Officer of CBI or such other officer of 
CBI as may be designated by the President of CBI.

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

         C.  Employee shall also perform such other duties as are assigned to 
Employee by the CBI officer to whom Employee reports.

         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 his full effort 
during reasonable working hours to the business of Employer and shall devote 
at least 40 hours per week to the business of Employer. 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 $175,000 for each calendar year, subject to proration for any partial 
year, during the term 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 
receive an annual bonus (the "Bonus") 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



<PAGE>

year in accordance with Employer's regular bonus payment policies. Employee 
shall be given a Bonus target of not less than $43,750 per year, subject to 
proration for any partial 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 his duties to Employer shall be 
reimbursable in accordance with Employer's then current travel and expense 
policies.

    6.   BENEFITS.

         A.  As of the Effective Date, Employee shall be granted options to 
purchase 10,000 common shares of CBI at the time and on the terms approved by 
the Compensation Committee. In each year of this Agreement after 1996, 
Employee will be granted options to purchase common shares of 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 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 CBI are participating.

         C.  Employee shall receive a restricted stock award of 6,000 common 
shares of CBI as of the Effective Date. 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.

         E.  If Employee's employment with CBI is terminated for any reason 
prior to the fifth anniversary of the Effective Date, Employee or Employee's 
estate, as the case may be, shall be entitled to receive a lump sum payment, 
payable within 30 days after Employee's employment terminates, equal to the 
sum of (i) the present value, on the date Employee's employment terminates of 
the non-vested portion (if any) of Employee's accrued benefit under Cincinnati 
Bell Management Pension Plan or any successor plan, plus (ii) the value, on 
the date Employee's employment terminates, of the non-vested portion (if any) 
of Employee's accrued

                                      -2-


<PAGE>

benefit under Cincinnati Bell Inc. Retirement Savings Plan (the "Savings 
Plan") or any successor plan.

         F.  To compensate Employee for the period Employee is not eligible 
to participate in the Savings Plan, Employee shall be entitled to receive 
$10,000 on the first anniversary of the Effective Date, provided that 
Employee remains employed through that date. This payment shall not be used 
in the calculation of any benefits that are otherwise provided by Employer.

    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 
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. Employer 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 his duties for Employer, without the express 
written consent of Employer. For purposes of this Agreement, "Affiliate" 
means 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 
Employee's 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 Affiliates' work 
or project, present, past or contemplated, 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.

                                      -3-



<PAGE>

     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 his possession or in the 
possession of any person or entity under his 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.

         A.  EMPLOYER'S 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 his employment, and Employee's 
commitments and obligations to Employer and its Affiliates herein are of a 
special, unique and extraordinary character, and that the breach of any 
provision of this Agreement by Employee will cause Employer irreparable 
injury and damage, and consequently the Employer 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.

         B.  EMPLOYEE'S REMEDIES. Employee agrees to submit to final and 
binding arbitration any dispute, claim or controversy, whether for breach of 
this agreement or for violation of any of Employee's statutorily created or 
protected rights, arising between the parties that Employee would have been 
otherwise entitled to file or pursue in court or before any administrative 
agency (herein "claim"), and Employee waives all right to sue Employer, its 
Affiliates, and all of their agents, employees, officers and directors. 

              (i)   This agreement to arbitrate and any resulting arbitration 
award are enforceable under and subject to the Federal Arbitration Act, 9 
U.S.C. Section 1 ET SEQ. ("FAA"). If the FAA is held not to apply for any 
reason then Ohio Revised Code Chapter 2711 regarding the enforceability of 
arbitration agreements and awards will govern this Agreement and the 
arbitration award.

               (ii) (a)  All of Employee's claims must be presented at a 
single arbitration hearing under this Agreement. Any claim not raised at the 
arbitration hearing is waived and released. The arbitration hearing will take 
place in Cincinnati, Ohio.

                    (b)  The arbitration process will be governed by the 
Employment Dispute Resolution Rules of the American Arbitration Association 
("AAA") except to the extent they are modified by this Agreement.

                                      -4-


<PAGE>

                    (c)  Employee has had an opportunity to review the AAA 
rules and the requirement that Employee must pay a filing fee which Employer 
has agreed to split on an equal basis.

                    (d)  The arbitrator will be selected from a panel of 
arbitrators chosen by the AAA in White Plains, New York. After the filing of 
a Request for Arbitration, the AAA will send simultaneously to Employer and 
Employee an identical list of names of five persons chosen from the panel. 
Each party will have 10 days from the transmittal date in which to strike up 
to two names, number the remaining names in order of preference and return 
the list to the AAA.

                    (e)  Any pre-hearing disputes will be presented to the 
arbitrator for expeditious, final and binding resolution.

                    (f)  The award of the arbitrator will be in writing and 
will set forth each issue considered and the arbitrator's findings of fact 
and conclusions of law as to each such issue.

                    (g)  The remedy and relief that may be granted by the 
arbitrator are limited to lost wages, benefits, cease and desist and 
affirmative relief, compensatory, liquidated and punitive damages and 
reasonable attorney's fees, and will not include reinstatement or promotion. 
If the arbitrator would have awarded reinstatement or promotion, but for the 
prohibition in this Agreement, the arbitrator may award front pay. 
Compensatory, liquidated and punitive damages for breach of this Agreement, 
if awarded, may not exceed the greater of (i) the amount provided in case of a
termination under Section 13.D, and (ii) the maximum amount otherwise payable 
under the applicable terms of this Agreement. Compensatory, liquidated and 
punitive damages, for a dispute, claim or controversy other than for breach 
of this Agreement, if awarded, are limited to a combined total of one year's 
salary. The arbitrator may assess to either party, or split, the arbitrator's 
fee and expenses and the cost of the transcript, if any, in accordance with 
the arbitrator's determination of the merits of each party's position, but 
each party will bear any costs for its witnesses and proof.

                    (h)  Employer and Employee recognize that a primary 
benefit each derives from entering this Agreement is avoiding the delay and 
costs normally associated with litigation. Therefore, neither party will be 
entitled to conduct any discovery prior to the arbitration hearing except 
that: (i) Employer will furnish Employee with copies of all non-privileged 
documents in Employee's personnel file; (ii) if the claim is for discharge, 
Employee will furnish Employer with records of earnings and benefits relating 
to Employee's subsequent employment (including self-employment) and all 
documents relating to Employee's efforts to obtain subsequent employment; 
(iii) the parties will exchange copies of all documents they intend to 
introduce as evidence at the arbitration hearing at least 10 days prior to 
such hearing; (iv) Employee will be allowed (at Employee's expense) to take 
the depositions, for a period not to exceed four hours each of two 
representatives of Employer, and Employer will be allowed (at its expense) to 
depose Employee for a period not to exceed four hours; and (v) Employer or

                                      -5-












<PAGE>


Employee may ask the arbitrator to grant additional discovery to the extent 
permitted by AAA rules upon a showing that such discovery is necessary.

               (i)   Nothing herein will prevent either party from 
taking the deposition of any witness where the sole purpose for taking the 
deposition is to use the deposition in lieu of the witness testifying at the 
hearing and the witness is, in good faith, unavailable to testify in person 
at the hearing due to poor health, residency and employment more than 50 
miles from the hearing site, conflicting travel plans or other comparable 
reason.

             (iii)   Arbitration must be requested in writing no later 
than 6 months from the date of Employee's knowledge of the matter disputed by 
the claim. Employee's failure to initiate arbitration under this Agreement 
within the time limits herein will be considered a waiver and release by 
Employee with respect to any claim subject to arbitration under this 
Agreement.

              (iv)   Employer and Employee consent that judgment upon 
the arbitration award may be entered in any federal or state court that has 
jurisdiction.

               (v)   Employee will not commence or pursue any litigation 
on any claim that is or was subject to arbitration under this Agreement.

              (vi)   All aspects of any arbitration procedure under this 
Agreement, including the hearing and the record of the proceedings, are 
confidential and will not be open to the public, except to the extent the 
parties agree otherwise in writing, or as may be appropriate in any 
subsequent proceedings between the parties, or as may otherwise be 
appropriate in response to a governmental agency or legal process.

     11.  COVENANT NOT TO COMPETE. During the three 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 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 (i) in any business activity in 
competition with Employer or any of its Affiliates; (ii) in any position with 
any customer of Employer or any of its Affiliates which involves such 
customer's billing and/or billing related systems; or (iii) in any business 
that provides billing and/or billing related systems to third parties engaged 
in the communication business (including wireless, wireline and cable 
communication businesses). 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.


                                        -6-

<PAGE>


     During the three 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 
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.

     During the three 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 shall not, 
without the prior written consent of Employer, accept employment, as an 
employee, consultant, or otherwise, with any company or entity which is a 
customer or supplier of Employer or any of its Affiliates at any time during 
the final year of Employee's employment with Employer.

     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 his or her 
employment relationship with Employer or the Affiliate which employs such 
other employee.

     12.  GOODWILL. Employee will not 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 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").

              (ii)   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.

             (iii)   Upon termination of this Agreement on account of 
Terminating Disability, Employer shall pay Employee his accrued compensation 
hereunder, whether Base


                                        -7-

<PAGE>


Salary or otherwise (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.

              (iv)   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 or 
otherwise, to the date of death.

         C.   Employer may terminate this Agreement immediately for Cause. 
For purposes of this Agreement, Employer shall have Cause to terminate this 
Agreement only if the CBI Board of Directors determines that there has been 
fraud, misappropriation or embezzlement on the part of Employee.

         D.   Employer may terminate this Agreement upon 60 days written 
notice for any reason other than those set forth in Sections 13.A.,B. and C. 
In the event of a Termination under this Section 13.D., Employer shall pay 
Employee (i) an amount equal to two times the sum of the annualized Base 
Salary as it exists at the time of termination plus the annualized Bonus 
target as it exists at the time of termination, plus (ii) the amount (if any) 
called for under Section 6.E. In addition, the restrictions applied to the 
restricted stock awarded to Employee under Section 6.C shall lapse.

         E.   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.

         F.   The termination of this Agreement shall not amend, alter or 
modify the rights and obligations of the parties under Sections 6.E., 
7, 8, 9, 10, 11, and 12 hereof, the terms of which shall survive the 
termination of this Agreement.


                                        -8-

<PAGE>


     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 his place of residence as then recorded on 
the books of Employer or to Employer at its principal office.

     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 Paragraph 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, except as provided in the preceding 
sentence, Employee shall not reveal the existence of this Agreement or 
discuss its terms with any person (including but not limited to any employee 
of Employer or its Affiliates) without the express authorization of the 
President of CBI.

                                        -9-

<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 INC.


                                      By /s/ (Illegible)
                                        ---------------------------



                                      EMPLOYEE


                                      /s/ Thomas P. Mehnert
                                        ---------------------------
                                          Thomas P. Mehnert




                                        -10-

<PAGE>

                                                                  Attachment A


                              RESTRICTED STOCK AWARD
                             UNDER THE PROVISIONS OF
                             THE CINCINNATI BELL INC.
                           1988 LONG TERM INCENTIVE PLAN


NAME OF EMPLOYEE:          THOMAS P. MEHNERT
                           -----------------
AWARD DATE:
                           ----------------

NUMBER OF RESTRICTED SHARES: 6,000
                             --------------


    Pursuant to the provisions of the Cincinnati Bell Inc. 1988 Long Term 
Incentive Plan (the "Plan"), a copy of which has been delivered to you, the 
Compensation Committee of the Board of Directors of Cincinnati Bell Inc. (the 
"Compensation Committee") has granted you an award of 6,000 common shares, 
par value $1.00 per share, of Cincinnati Bell Inc. (the "Shares"), on and 
subject to the terms of the Plan and your agreement to the following terms, 
conditions and restrictions.

    1.   SECURITIES SUBJECT TO THIS AGREEMENT.  This Agreement is made with 
    respect to the Shares and any securities (including additional common 
    shares of Cincinnati Bell Inc. (the "Company")) issued in respect of the 
    Shares, whether by way of a share dividend, a share split, any 
    reorganization or recapitalization of the Company or its stock or any 
    merger, exchange of securities or like event or transaction as the result 
    of which any security or securities of any kind are issued to you by 
    reason of your ownership of the Shares. Reference herein to the Shares 
    shall include any such securities issued in respect of the Shares.

    2.   RIGHTS OF OWNERSHIP.  Except for the Restrictions (as defined in 
    Section 3 hereof and subject to the provisions regarding forfeiture set 
    forth in Section 9 hereof, you are the record and beneficial owner of the 
    Shares, with all rights and privileges (including but not limited to the 
    right to vote, to receive dividends and to receive distributions upon 
    liquidation of the Company) appertaining thereto. 

    3.   RESTRICTIONS.  Neither the Shares nor any interest therein may be 
    transferred or conveyed by you in any manner whatsoever, whether or not 
    for consideration (the "Restrictions"), except upon the passage of time 
    or occurrence of events as specified in Sections 4, 5, 6, 7 and 8 hereof.

    4.   LAPSE.  The Restrictions shall lapse and be of no further force and 
    effect as to 3,600 shares on July 31, 1999, as to an additional 1,200 
    shares on July 31, 2000, and as to the remaining 1,200 shares on July 31, 
    2001. 

    5.   TERMINATION OF RESTRICTIONS -- DEATH.  In the event of your death 
    while employed by the Company or any of its subsidiaries, the 
    Restrictions shall 


                                      Page 1


<PAGE>


    terminate and be of no further force or effect, effective as of the date 
    of death. Upon the Restrictions terminating the executor, administrator 
    or other personal representative of your estate, or the trustee of any 
    trust becoming entitled thereto be reason of your death, may transfer the 
    unrestricted Shares to any person or persons entitled thereto under your 
    will or under your trust or other instrument (or in the absence of any 
    will under the laws of descent and distribution) governing the 
    distribution of your estate in the event of your death.

    6.   TERMINATION OF RESTRICTIONS -- DISABILITY.  If you (a) shall become 
    disabled and as a result thereof cease to be an employee of the Company 
    or any of its subsidiaries under and pursuant to applicable disability 
    provisions of any employment contract to which you and the Company or any 
    of its subsidiaries are parties or, (b) shall become disabled to such 
    extent that you are unable to perform the usual duties of your job for a 
    period of 12 consecutive weeks or more and if as the result thereof the 
    Compensation Committee approves the termination of your employment within 
    12 months following the first day of the 12 consecutive week period on 
    terms the include the right to transfer the Shares free of the 
    Restrictions, then and in either such event the Restrictions shall 
    terminate and be of no further force and effect as of the date you cease 
    to be an employee in the same manner as prescribed in the event of death 
    outlined in Section 5 above. 

    7.   CHANGE IN CONTROL.  In the event of a Change in Control of the 
    Company, any Restrictions which have not previously lapsed shall 
    terminate and be of no further force or effect as of the date of the 
    Change in Control. In the case of the Company, "Change in Control" means 
    a Change in Control as defined in the Plan. 

    8.   TERMINATION OF RESTRICTIONS -- TERMINATION WITHOUT CAUSE.  In the 
    event that your employment is terminated without Cause (within the 
    meaning of Section 13.C of your Employment Agreement dated             , 
    1996), the Restrictions shall terminate and be of no further force and 
    effect as of the date you cease to be an employee in the same manner as 
    prescribed in the event of death outlined in Section 5 above.

    9.   FORFEITURE.  If you cease to be an employee of the Company or any of 
    its subsidiaries, except as provided in Section 4, 5, 6, 7 and 8 hereof, 
    any Shares which remain subject to the Restrictions of the date such 
    employment terminates shall be at once forfeited to the Company as of the 
    date of such termination of employment (the "Forfeiture Date"). Upon such 
    forfeiture all of your rights in respect of such Shares shall cease  
    automatically and without further action by the Company or you. For the 
    purpose of giving effect to this provision, you have executed and 
    delivered to the Company a stock power with respect to each certificate 
    evidencing any of the Shares, thereby assigning to the Company all



                                  Page 2




<PAGE>


    of your interest in the Shares. By the execution and delivery of this 
    Agreement, you authorize and empower the Company, in the event of a 
    forfeiture of any of the Shares under this Section 9 to (a) date (as of 
    the Forfeiture Date) those stock powers relating to Shares that remain 
    subject to the Restrictions as of the Forfeiture Date and (b) present 
    such stock powers and the certificates to which they relate to the 
    Company's transfer agent or other appropriate party for the sole purpose 
    of transferring the forfeited Shares to the Company. 

    10.  MATTERS RELATING TO THE CERTIFICATES.

         (a)  Upon their issuance, the certificates representing the Shares 
              shall be deposited with the Secretary of the Company and shall 
              be released to you only pursuant to the provisions of this
              Section 10.

         (b)  Each certificate for Shares issued to you in accordance with 
              this Agreement shall bear the following legend:

         "THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS 
         OF A RESTRICTED STOCK AGREEMENT BETWEEN THE REGISTERED HOLDER HEREOF 
         AND CINCINNATI BELL INC., DATED AS OF               , 1996, AND MAY 
         NOT BE TRANSFERRED BY THE HOLDER, EXCEPT AS PROVIDED BY THE TERMS
         OF SUCH AGREEMENT, A COPY OF WHICH IS ON DEPOSIT WITH THE SECRETARY OF 
         CINCINNATI BELL INC. AND WHICH WILL BE MAILED TO A SHAREHOLDER OF 
         CINCINNATI BELL INC. WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT 
         OF A WRITTEN REQUEST."

         Upon the lapse or termination of the Restrictions as to any Shares, 
    the certificate evidencing such Shares shall be promptly presented to the 
    Company's transfer agent or other appropriate party with instructions to 
    cause such certificate to be reissued, to the extent appropriate, in your 
    name and without the foregoing legend. Any Shares evidenced by such 
    certificate which remain subject to the Restrictions shall be evidenced 
    by a new certificate, bearing the foregoing legend, which shall be 
    returned to the Company. Upon the lapse or termination of the Restrictions
    as to any Shares, the stock power or powers held by the Company with respect
    to such Shares shall be surrendered to you (in exchange, if applicable, for
    a stock power relating to any Shares which remain subject to the 
    Restrictions).

    11. INTERPRETATION.  You acknowledge that the Compensation Committee has 
    the authority to construe and interpret the terms of the Plan and this 
    Agreement if and when any questions of meaning arises under the Plan or 
    this Agreement, and any such construction or interpretation shall be 
    binding on you, your heirs, 


                                      Page 3



<PAGE>


    executors, administrators, personal representatives and any other persons 
    having or claiming to have an interest in the Shares. 

    12.  WITHHOLDING.  In connection with the award of Shares to you and any 
    dividend payments made while such Shares remain subject to restrictions 
    hereunder, the Company will withhold or cause to be withheld from your 
    salary payments such amounts of tax at such times as may be required by 
    law to be withheld with respect to the Shares and/or dividends, provided 
    that if your salary is not sufficient for such purpose, you shall remit 
    to the Company, on request, the amount required for such withholding 
    taxes. Within 45 days after issuance of the certificates representing the 
    Shares, you shall advise the Company in writing whether or not you have 
    made an election, under Section 83(b) of the Internal Code of 1986, to 
    include the fair market value of the Shares in your gross income for the 
    calendar year in which the certificates are issued. 

    13.  NOTICES.  All notices and other communications to be given hereunder 
    shall be in writing and shall be deemed to have been duly given when 
    delivered personally or when deposited in the United States mail, first 
    class postage prepaid, and addressed as follows:

    TO THE COMPANY:     Cincinnati Bell Inc.
                        201 East Fourth Street, RM. 102-732
                        Cincinnati, Ohio 45202
                        Attention: Secretary of the Compensation Committee

    TO THE EMPLOYEE:
                        --------------------------------

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

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

    or to any other address as to which notice has been given in the manner 
    herein provided. 

    14.  MISCELLANEOUS.  This Agreement shall be binding upon the parties 
    hereto and their respective heirs, executors, administrators, personal 
    representatives, successors and assigns. Subject to the provisions of the 
    Plan, this Agreement constitutes the entire agreement between the parties 
    with respect to the subject matter hereof and shall be construed and 
    interpreted in accordance with the laws of the State of Ohio. This 
    Agreement may not be amended except in a writing signed by each of the 
    parties hereto. If any provisions of this Agreement shall be deemed to be 
    invalid or void under any applicable law, the remaining provisions hereof 
    shall not be affected thereby and shall continue in full force and 
    effect.


                                      Page 4



<PAGE>

Please indicate your acceptance by signing at the place provided and 
returning this Agreement.

                                  COMPENSATION COMMITTEE OF
                                  THE BOARD OF DIRECTORS OF
                                  CINCINNATI BELL INC.

Dated:                            By:
      ---------------------          ----------------------------
                                     Secretary


Dated:                            
      ---------------------          ----------------------------
                                     Accepted and Agreed








                                Page 5























<PAGE>


















                                  (10)(iii)(A)(21)


<PAGE>





















                                MATRIXX MARKETING INC.

                                      EXECUTIVE

                              DEFERRED COMPENSATION PLAN


                          (As adopted effective May 1, 1994)


<PAGE>

                                   TABLE OF CONTENTS


SECTION 1  NAME AND PURPOSE OF PLAN ......................................  1

    1.1    Name...........................................................  1
    1.2    Purpose........................................................  1

SECTION 2  GENERAL DEFINITIONS; GENDER AND NUMBER.........................  1

    2.1    General Definitions............................................  1
    2.2    Gender and Number..............................................  2

SECTION 3  DEFERRALS; COMPANY MATCH.......................................  2

    3.1    Election of Deferrals..........................................  2
    3.2    Changing Deferrals.............................................  2
    3.3    Suspending Deferrals...........................................  3
    3.4    Company Match..................................................  3

SECTION 4  MAINTENANCE AND VALUATION OF ACCOUNTS..........................  3

    4.1    Cash Deferral Accounts.........................................  3
    4.2    Company Matching Accounts......................................  3
    4.3    Valuation......................................................  4
    4.4    CBI Shares.....................................................  4

SECTION 5  DISTRIBUTION...................................................  5

    5.1    General........................................................  5
    5.2    Termination of Employment......................................  5
    5.3    Death..........................................................  6
    5.4    Form of Payment................................................  6
    5.5    Change in Control..............................................  6

SECTION 6  ADMINISTRATION OF THE PLAN.....................................  7

    6.1    General........................................................  7
    6.2    Expenses.......................................................  7
    6.3    Compensation of Committee......................................  7
    6.4    Rules of Plan..................................................  7
    6.5    Agents and Employees...........................................  7
    6.6    Indemnification................................................  7

SECTION 7  FUNDING OBLIGATION.............................................  7


<PAGE>

SECTION 8  AMENDMENT AND TERMINATION......................................  8

SECTION 9  NON-ALIENATION OF BENEFITS.....................................  8

SECTION 10 MISCELLANEOUS..................................................  8

    10.1   Delegation.....................................................  8
    10.2   Applicable Law.................................................  8
    10.3   Separability of Provisions.....................................  8
    10.4   Headings.......................................................  9
    10.5   Counterparts...................................................  9




<PAGE>

                         MATRIXX MARKETING INC.
                              EXECUTIVE 
                     DEFERRED COMPENSATION PLAN

                  (As adopted effective May 1, 1994)

                               SECTION 1

                        NAME AND PURPOSE
 OF PLAN

     1.1  NAME. The plan set forth herein shall be known as the Matrixx 
Marketing Inc. Executive Deferred Compensation Plan (the "Plan").

     1.2  PURPOSE. The purpose of the Plan is to provide deferred 
compensation for a select group of officers and highly compensated employees 
of MATRIXX Marketing Inc. and its Affiliates.


                               SECTION 2

                 GENERAL DEFINITIONS: GENDER AND NUMBER

     2.1  GENERAL DEFINITIONS. For purposes of the Plan, the following terms 
shall have the meanings hereinafter set forth unless the context otherwise 
requires:

          2.1.1  "Accounts" means, collectively, all outstanding Cash 
Deferral Accounts and Company Matching Accounts maintained for a Key Employee.

          2.1.2  "Beneficiary" means the person or entity designated by a Key 
Employee, on forms furnished and in the manner prescribed by the Committee, 
to receive any benefit payable under the Plan after the Key Employee's death. 
If a Key Employee fails to designate a beneficiary or if, for any reason, 
such designation is not effective, his "Beneficiary" shall be his surviving 
spouse or, if none, his estate.

          2.1.3  "CBI" means Cincinnati Bell Inc.

          2.1.4  "CBI Shares" means common shares of CBI.

          2.1.5  "Company" means MATRIXX, WATS Marketing of America, Inc. and 
such direct and indirect subsidiaries of MATRIXX as may be designated by the 
Committee.

          2.1.6   "Committee" means the Committee appointed by the Board of 
Directors of MATRIXX to administer the Plan.

          2.1.7   "Employee" means any person who is an employee of a Company.


<PAGE>

          2.1.8 "Key Employee" means, with respect to any calendar year, an 
Employee who has been designated as a Key Employee by the Committee.

          2.1.9 "MATRIXX" means MATRIXX Marketing Inc.

     2.2  GENDER AND NUMBER. For purposes of the Plan, words used in any 
gender shall include all other genders, words used in the singular form shall 
include the plural form, and words used in the plural form shall include the 
singular form, as the context may require.


                               SECTION 3

                       DEFERRALS: COMPANY MATCH 

     3.1  ELECTION OF DEFERRALS.

          3.1.1 Subject to such rules as the Committee may prescribe, a Key 
Employee may elect to defer up to 75% of his Basic Salary for any calendar 
year (or such lesser percentage of his Basic Salary as may be prescribed by 
the Committee) by completing a deferral form and filing such form with the 
Committee prior to January 1 of such calendar year (or such earlier date as 
may be prescribed by the Committee). Notwithstanding the foregoing, if an 
Employee first becomes a Key Employee on or after May 1, 1994, such Key 
Employee may elect to defer a permissible percentage of his Basic Salary for 
the remainder of the calendar year by completing and signing a deferral form 
provided by the Committee and filing such form with the Committee within 30 
days of the date on which he first becomes a Key Employee. Any election under 
the preceding sentence shall be effective as of the first payroll period 
beginning after the date the election is filed. For purposes of the Plan, 
"Basic Salary" means the basic salary payable to a Key Employee by a Company.

          3.1.2 Subject to such rules as the Committee may prescribe, a Key 
Employee may elect to defer up to 100% (not less than $1,000) or a specific 
dollar amount (not less than $1,000) of any Cash Award payable during a 
calendar year by completing a deferral form and filing such form with the 
Committee prior to January 1 of such calendar year (or such earlier date as 
may be prescribed by the Committee).  For purposes of the Plan, "Cash Award"
means an award or bonus payable in cash to a Key Employee by a Company.

     3.2  CHANGING DEFERRALS. Subject to such rules as the Committee may 
prescribe, a Key Employee who has elected to defer a portion of his Basic 
Salary or Cash Award may change the amount of his deferral from one 
permissible amount to another, effective as of any January 1, by completing 
and signing a new deferral form and filing such form with the Committee prior 
to such January 1 (or such earlier date as may be prescribed by the 
Committee).

                                2


<PAGE>

     3.3  SUSPENDING DEFERRALS.

          3.3.1 Subject to such rules as the Committee may prescribe, a Key 
Employee who has elected to defer a portion of his Basic Salary may suspend 
such election, as of the first day of any payroll period, by completing and 
signing a form provided by the Committee and filing such form with the 
Committee prior to the first day of such payroll period. A Key Employee who 
has suspended his election for deferrals in accordance with this Section 3.3.1 
may again elect to defer a portion of his Basic Salary, effective as of any 
January 1 following the six month period beginning on the effective date of 
the suspension, by completing and signing a new deferral form and filing such 
form with the Committee prior to such January 1 (or such earlier date as may 
be prescribed by the Committee).

          3.3.2 A Key Employee's election to defer a portion of a Cash Award 
for a calendar year may not be revoked during the calendar year.

     3.4  COMPANY MATCH. As of each day on which Basic Salary or Cash Award 
deferrals are credited, under Section 4.1, to the Cash Deferral Account of a 
Key Employee, there shall also be credited to such Key Employee's Company 
Matching Account under Section 4.3, an amount equal to the lesser of (a) 50% 
of the Basic Salary and Cash Award deferred on the Deferral Date or (b) for 
deferrals credited prior to January 1, 1995, 4.5% of that portion of the Key 
Employee's Basic Salary and Cash Award paid or deferred on the Deferral Date, 
and for deferrals credited after December 31, 1994, 3% of that portion of the 
Key Employee's Basic Salary and Cash Award paid or deferred on the Deferral 
Date.


                               SECTION 4

                 MAINTENANCE AND VALUATION OF ACCOUNTS

     4.1  CASH DEFERRAL ACCOUNTS. There shall be established for each Key 
Employee who has elected to defer a portion of his Basic Salary or Cash Award 
under Section 3.1.1 or 3.1.2 a separate Account, called a Cash Deferral 
Account, which shall reflect the amounts deferred by the Key Employee and the 
assumed investment thereof. Subject to such rules as the Committee may 
prescribe, any amount deferred by a Key Employee under Section 3.1.1 or 3.1.2 
shall be credited to the Key Employee's Cash Deferral Account as of the day 
on which such deferred amount would have otherwise been paid to the Key 
Employee and shall be assumed to have been invested in the investments 
designated by the Key Employee on a form provided by and filed with the 
Committee.

     4.2  COMPANY MATCHING ACCOUNTS. There shall be established for each Key 
Employee who is entitled to a Company match under Section 3.4 a separate 
Account, called a Company Matching Account, which shall reflect the Company 
match to be credited on behalf of the Key Employee under Section 3.4 and the 
assumed investment thereof. The amount of the Company's match shall be credited 
to the Key Employee's Company Matching Account as of the day on

                                3


<PAGE>

which the deferred Basic Salary or Cash Award to which the Company match 
relates would have otherwise been paid to the Key Employee. Amounts credited 
to a Key Employee's Company Matching Account shall be assumed to have been 
invested in the investments designated by the Key Employee on a form provided 
by and filed with the Committee.

     4.3  VALUATION. As soon as practical following the end of each calendar 
year, each Key Employee or, in the event of his death, his Beneficiary, shall 
be furnished a statement as of December 31 showing the then balance of the 
Key Employee's Accounts, the total credits to such Accounts during the 
preceding calendar year, and, if amounts credited to any such Accounts are 
assumed to have been invested in securities, a description of such securities 
including the number of shares assumed to have been purchased by the amounts 
credited to such Accounts.

     4.4  CBI SHARES. To the extent Key Employee's Accounts are assumed to 
have been invested in CBI Shares:

          4.4.1 Whenever any cash dividends are paid with respect to CBI 
Shares, additional amounts shall be credited to the Key Employee's Accounts 
as of the dividend payment date. The additional amount to be credited to each 
account shall be determined by multiplying the per share cash dividend paid 
with respect to the CBI Shares on the dividend payment date by the number of 
assumed CBI Shares credited to the Key Employee's Accounts on the day 
preceding the dividend payment date. Such additional amount credited to the 
Key Employee's Accounts shall be assumed to have been invested in additional 
CBI Shares on the day on which such dividends are paid.

          4.4.2 If there is any change in CBI Shares through the declaration 
of a stock dividend or a stock split or through a recapitalization resulting 
in a stock split, or a combination or a change of shares, the number of shares 
assumed to have been purchased for each Account shall be appropriately 
adjusted. 

          4.4.3 Whenever CBI Shares are to be valued for purposes of the 
Plan, the value of each such share shall be the average of the high and low 
price per share  as reported on the composite tape on the last business day 
preceding the date as of which the distribution is made or, if no sales were 
made on that date, on the next preceding day on which sales were made.

                                4



<PAGE>

                                   SECTION 5

                                  DISTRIBUTION

      5.1  GENERAL. Except as otherwise provided in Section 5.5, no amount 
shall be paid with respect to a Key Employee's Accounts while he remains an 
Employee. Unless the Committee otherwise provides, all payments with respect 
to a Key Employee's Accounts shall be made by the Company which otherwise 
would have paid the Basic Salary Cash Award deferred by the Key Employee.

     5.2  TERMINATION OF EMPLOYMENT. A Key Employee may elect to receive the 
amounts credited to his Accounts in up to ten annual installment payments, 
commencing on the first business day of March of the calendar year following 
the calendar year in which he ceases to be an Employee. If a Key Employee 
fails to make such election, the amounts credited to the Key Employee's 
Accounts shall be paid to the Key Employee in two annual installments with 
the first installment being made on the first business day of March of the 
calendar year following the calendar year in which the Key Employee ceases to 
be an Employee.

          5.2.1 The amount of each annual installment payable under this 
Section 5.2 shall be, at the election of the Key Employee, either (1) a 
specific dollar amount specified by the Key Employee (not less than $25,000 
or more than $1,000,000), or (2) a fraction of the amounts credited to the 
Key Employee's Accounts as of the installment payment date, the numerator of 
which is 1 and the denominator of which is equal to the total number of 
installments remaining to be paid (including the installment to be paid on 
the subject installment payment date). If a Key Employee elects (2) above and 
the amount of any annual installment is less than $25,000 or more than 
$1,000,000, it shall be increased to $25,000 or reduced to $1,000,000, as the 
case may be; provided that if the remaining amount credited to the Accounts 
on any annual installment date is less than $25,000, the payment shall be the 
amount necessary to reduce the amount credited to the Account to $0.

          5.2.2 Any election under this Section 5.2 must be made prior to the 
effective date of the Key Employee's termination and within the time 
prescribed by the Key Employee's Company but in no event later than four 
months prior to the effective date of the Key Employee's termination. When 
the consent of the Committee, and subject to such rules as the Committee may 
prescribe, a Key Employee may elect (a) to receive the amounts credited to 
his Accounts in up to 120 monthly installments and (b) to accelerate the time 
at which any payment may be made (to a date not earlier than the date on which 
he ceases to be an Employee).

          5.2.3 The right to receive payments with respect to a portion or 
all of a Key Employee's Company Matching Account under this Section 5.2 shall 
be conditional on the Key Employee's completing at least five years of 
Vesting Service (within the meaning of that term as defined in the MATRIXX 
Marketing Inc. Profit Sharing/401(k) Plan) prior to the date on which he 
ceases to be an Employee. To the extent that a Key Employee has not satisfied 
any applicable service requirement prior to the date on which he ceases to be 
an Employee (other

                                       5


<PAGE>

than by reason of his death), he shall not be entitled to receive any payment 
with respect to his Company Matching Account.

     5.3  DEATH. If a Key Employee ceases to be an Employee by reason of his 
death, or if a Key Employee dies after ceasing to be an Employee but before 
the amounts credited to his Accounts have been paid, the amounts credited to 
the Key Employee's Accounts shall be paid to the Key Employee's Beneficiary 
in one lump sum as of the first business day of the third quarter following 
the date of the Key Employee's death; provided, however, that if the Key 
Employee has elected to have his Accounts distributed in installments and if 
he dies after distribution has commenced, the remaining installments shall be 
paid to the Beneficiary as they become due.

     5.4  FORM OF PAYMENT. Payments with respect to assumed investments other 
than CBI Shares shall be made in cash. Payments with respect to assumed 
investments in CBI Shares shall be made in CBI Shares or cash, in the 
discretion of the Committee.

     5.5  CHANGE IN CONTROL. If a Change in Control of CBI occurs, each Key 
Employee's Plan Accounts shall be paid to him in one lump sum as of the day 
next following the date on which such Change in Control occurred. A "Change 
in Control of CBI" shall be deemed to have occurred if (i) a tender offer 
shall be made and consummated for the ownership of 30% or more of the 
outstanding voting securities of CBI; (ii) CBI 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 CBI, 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) CBI 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 
January 1, 1994) of the Securities Exchange Act of 1934, shall acquire 20% or 
more of the outstanding voting securities of CBI (whether directly, 
indirectly, beneficially or of record), or a person, within the meaning of 
Section 3(a)(9) or Section 13(d)(3) (as in effect on January 1, 1994) of the 
Securities Exchange Act of 1934 controls in any manner the election of a 
majority of the directors of CBI; or (v) within any period of two consecutive 
years after January 1, 1994, individuals who at the beginning of such period 
constitute CBI's Board of Directors cease for any reason to constitute at 
least a majority thereof, unless the election of each director who was not a 
director at the beginning of such period has been approved in advance by 
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)(1)(i) (as 
in effect on January 1, 1994) pursuant to the Securities Exchange Act of 1934.

                                       6


<PAGE>

                                   SECTION 6

                           ADMINISTRATION OF THE PLAN

     6.1   GENERAL. The general administration of the Plan and the 
responsibility for carrying out its provisions shall be placed in the 
Committee.

     6.2   EXPENSES. Expenses of administering the Plan shall be shared by 
each Company participating in this Plan in such proportions as may be 
determined by the Committee.

     6.3   COMPENSATION OF COMMITTEE. The members of the Committee shall not 
receive compensation for their services as such, and, except as required by 
law, no bond or other security need be required of them in such capacity in 
any jurisdiction.

     6.4   RULES OF PLAN. Subject to the limitations of the Plan, the 
Committee may, from time to time, establish rules for the administration of 
the Plan and the transaction of its business. The Committee may correct 
errors, however arising, and, as far as possible, adjust any benefit payments 
accordingly. The determination of the Committee as to the interpretation of 
the provisions of the Plan or any disputed question shall be conclusive upon 
all interested parties.

     6.5   AGENTS AND EMPLOYEES. The Committee may authorize one or more 
agents to execute or deliver any instrument. The Committee may appoint or 
employ such agents, counsel (including counsel of any Company), auditors 
(including auditors of any Company), physicians, clerical help and actuaries 
as in the Committee's judgment may seem reasonable or necessary for the 
proper administration of the Plan.

     6.6   INDEMNIFICATION. Each Company participating in the Plan shall 
indemnify each member of the Committee for all expenses and liabilities 
(including reasonable attorney's fees) arising out of the administration of 
the Plan, other than any expenses or liabilities resulting from the 
Committee's own gross negligence or willful misconduct. The foregoing right 
of indemnification shall be in addition to any other rights to which the 
members of the Committee may be entitled as a matter of law.


                                   SECTION 7

                               FUNDING OBLIGATION

     No Company shall have any obligation to fund, either by the purchase of 
CBI Shares or the investment in any account or by any other means, its 
obligation to Key Employees hereunder. If, however, a Company does elect to 
allocate assets to provide for any such obligation, the assets allocated for 
such purpose shall be assets of the Company subject to claims against the 
Company, including claims of the Company's creditors, to the same extent as are

                                  7

<PAGE>

other corporate assets, and the Key Employees shall have no right or claim 
against the assets so allocated, other than as general creditors of the 
Company.


                                   SECTION 8

                           AMENDMENT AND TERMINATION

     The Committee or MATRIXX may, without the consent of any Key Employee or 
Beneficiary, amend or terminate the Plan at any time; provided that no 
amendment shall be made or act of termination taken which divests any Key 
Employee of the right to receive payments under the Plan with respect to 
amounts theretofore credited to the Key Employee's Accounts.


                                   SECTION 9

                            NON-ALIENATION OF BENEFITS

     No Key Employee or Beneficiary shall alienate, commute, anticipate, 
assign, pledge, encumber or dispose of the right to receive the payments 
required to be made by any Company hereunder, which payments and the right to 
receive them are expressly declared to be nonassignable and nontransferable. 
In the event of any attempt to assign or transfer any such payments or the 
right to receive them, no Company shall have any further obligation to make 
any payments otherwise required of it hereunder.


                                   SECTION 10

                                  MISCELLANEOUS

     10.1  DELEGATION. The Committee may delegate to any Company, person or 
committee certain of its rights and duties hereunder. Any such delegation 
shall be valid and binding on all persons and the person or committee to whom 
or which authority is delegated shall have full power to act in all matters 
so delegated until the authority expires by its terms or is revoked by the 
Committee, as the case may be. Unless the Committee otherwise provides, each 
Company shall have and may exercise, with respect to its Key Employees, the 
powers reserved to the Committee in Sections 3, 4, 5.1 and 5.2.

     10.2  APPLICABLE LAW. The Plan shall be governed by applicable federal 
law and, to the extent not preempted by applicable federal law, the laws of 
the State of Ohio.

     10.3  SEPARABILITY OF PROVISIONS. If any provision of the Plan is held 
invalid or unenforceable, such invalidity or unenforceability shall not 
affect any other provision hereof, and the Plan shall be construed and 
enforced as if such provision had not been included.

                                  8

<PAGE>

     10.4  HEADINGS. Headings used throughout the Plan are for convenience 
only and shall not be given legal significance.

     10.5  COUNTERPARTS. The Plan 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.

     IN WITNESS WHEREOF, MATRIXX Marketing Inc. has caused its name to be 
subscribed on the 28 day of April, 1994.

                                                MATRIXX MARKETING INC.



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



                                  9



<PAGE>











                                (10)(iii)(A)(21)(i)










<PAGE>


                                   AMENDMENT
                                      TO
                            MATRIXX MARKETING INC.
                     EXECUTIVE DEFERRED COMPENSATION PLAN



     The last sentence of Section 3.1.1 of MATRIXX Marketing Inc. Executive 
Deferred Compensation Plan is hereby amended, effective May 1, 1994, to read 
as follows:

    For purposes of the Plan, "Basic Salary" means (a) the basic salary 
    payable to a Key Employee by a Company plus (b) any lump sum severance 
    payment (in lieu of basic salary) made to a Key Employee by a Company; 
    provided, however, that no Company match shall be made under Section 3.4 
    with respect to any lump sum severance payment included in a Key 
    Employee's Basic Salary.

    IN WITNESS WHEREOF, MATRIXX Marketing Inc. has caused its name to be 
subscribed as of May 1, 1994.

                                       MATRIXX MARKETING INC.



                                       By: /s/ Jerry M. Gaulding
                                          --------------------------
                                          Jerry M. Gaulding










<PAGE>


















                               (10)(iii)(A)(21)(ii)

















<PAGE>

                             ACTION OF THE MATRIXX MARKETING INC.
                              BENEFITS ADMINISTRATION COMMITTEE



RESOLVED, that Section 5.4 of the MATRIXX Marketing Inc. Executive Deferred 
Compensation Plan is hereby amended to read as follows:

     5.4 FORM OF PAYMENT Payments with respect to assumed investments shall
         be made in cash.




Date: May 4, 1996
     ------------

                                       /s/ David F. Dougherty
                                       ----------------------------
                                       David F. Dougherty




                                       /s/ Jerry M. Gaulding
                                       ----------------------------
                                       Jerry M. Gaulding




                                       /s/  Edwin T. Eynon
                                       ----------------------------
                                       Edwin T. Eynon




                                       /s/ Karen R. Bowman
                                       ----------------------------
                                       Karen R. Bowman






<PAGE>









                                    (11)


<PAGE>

                                                                  Exhibit 11
                                                                      to
                                                              Form 10-K for 1996


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




<TABLE>
<CAPTION>
                                                                                1996           1995           1994
                                                                              -------        -------        -------
<S>                                                                           <C>            <C>            <C>
PRIMARY

Weighted average common shares outstanding . . . . . . . . . . . . . .         67,233         66,271         65,443

Net effect of dilutive stock options - based on
    the Treasury stock method using the average
    market price . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,356            457              9
                                                                              -------        -------        -------

Total shares for computing primary earnings per share                          68,589         66,728         65,452
                                                                              -------        -------        -------
                                                                              -------        -------        -------

Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . .        $ 185.0        $ (32.3)       $  72.6
                                                                              -------        -------        -------
                                                                              -------        -------        -------

Net income (loss) per share. . . . . . . . . . . . . . . . . . . . . .        $  2.70        $  (.48)       $  1.11
                                                                              -------        -------        -------
                                                                              -------        -------        -------


FULLY DILUTED

Weighted average common shares outstanding . . . . . . . . . . . . . .         67,233         66,271         65,443

Net effect of dilutive stock options - based on
    the Treasury stock method using the higher
    of average or period - end market price. . . . . . . . . . . . . .          1,713            871              9
                                                                              -------        -------        -------

Total shares for computing fully diluted earnings per share. . . . . .         68,946         67,142         65,452
                                                                              -------        -------        -------
                                                                              -------        -------        -------

Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . .        $ 185.0        $ (32.3)       $  72.6
                                                                              -------        -------        -------
                                                                              -------        -------        -------

Net income (loss) per share. . . . . . . . . . . . . . . . . . . . . .        $  2.68        $  (.48)       $  1.11
                                                                              -------        -------        -------
                                                                              -------        -------        -------
</TABLE>







<PAGE>









                                      (12)



<PAGE>

                                                                  Exhibit 12
                                                                      to
                                                              Form 10-K for 1996


                              CINCINNATI BELL INC.
           COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
                          AND PREFERRED STOCK DIVIDENDS
                              (Millions of Dollars)


<TABLE>
<CAPTION>
                                                                 1996           1995           1994           1993           1992
                                                                 ----           ----           ----           ----           ----
<S>                                                            <C>            <C>            <C>            <C>            <C>
Earnings
  (a)   Income (loss) before income taxes,
        extraordinary charges and cumulative
        effect of change in accounting principle               $ 284.7        $ (19.6)       $ 117.6        $ (55.1)       $  55.9
  (b)   Adjustment for undistributed (income)
        losses of partnerships                                    (3.4)          (4.5)           1.3            1.3           (0.3)
  (c)   Interest expense                                          33.9           52.8           49.5           45.8           46.2
  (d)   One-third of rental expense                               27.6           23.1           23.9           23.6           22.5
                                                              --------       --------       --------       --------       --------

        Total Earnings (1)                                     $ 342.8        $  51.8        $ 192.3        $  15.6        $ 124.3
                                                              --------       --------       --------       --------       --------
                                                              --------       --------       --------       --------       --------

Fixed Charges
  (a)   Interest expense                                       $  33.9        $  52.8        $  49.5        $  45.8        $  46.2
  (b)   One-third of rental expense                               27.6           23.1           23.9           23.6           22.5
  (c)   Preferred dividends                                          -              -              -            3.5            6.6
                                                              --------       --------       --------       --------       --------

                                                               $  61.5        $  75.9        $  73.4        $  72.9        $  75.3
                                                              --------       --------       --------       --------       --------
                                                              --------       --------       --------       --------       --------

Ratio of earnings to combined fixed charges
  and preferred stock dividends                                   5.57           0.68           2.62           0.21           1.65

Coverage deficiency                                                  -        $  24.1              -        $  57.3              -
</TABLE>



     (1)  Results for 1996 were increased by $27.1 million of special items,
          primarily pension settlement gains.  Results for 1995 were reduced by
          $197.0 million of special items, primarily as a result of
          restructuring charges and a writedown of goodwill.  Results for 1993
          were reduced by $131.5 million of special items, primarily because of
          restructuring charges.





<PAGE>






                                  (13)


<PAGE>



<TABLE>
<CAPTION>

                                CINCINNATI BELL INC
                     SELECTED FINANCIAL AND OPERATING DATA

MILLIONS OF DOLLARS EXCEPT PER SHARE AMOUNTS              1996        1995        1994        1993        1992        1991
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>         <C>         <C>         <C>         <C>         <C>
RESULTS OF OPERATIONS
Revenues                                              $1,573.7    $1,336.1    $1,228.2    $1,096.2    $1,101.4    $1,064.7
Costs and expenses excluding special items             1,291.9     1,110.7     1,057.1       982.0       990.8       920.0
                                                      --------    --------    --------    --------    --------    --------
Operating income excluding special items                 281.8       225.4       171.1       114.2       110.6       144.7

Special items (a)                                        (24.7)      178.7         5.7       132.9        19.4        26.8
                                                      --------    --------    --------    --------    --------    --------
Operating income (loss)                                  306.5        46.7       165.4       (18.7)       91.2       117.9
Other income (expense), net                               12.1       (13.5)        1.7         9.4        10.9         4.2
Interest expense (a)                                      33.9        52.8        49.5        45.8        46.2        52.8
                                                      --------    --------    --------    --------    --------    --------
Income (loss) before income taxes,
  extraordinary charges and cumulative
  effect of change in accounting principle               284.7       (19.6)      117.6       (55.1)       55.9        69.3
Income taxes                                              99.7         5.7        42.1         1.7        17.0        26.6
Extraordinary charges and cumulative
  effect of change in accounting principle                 -          (7.0)       (2.9)        -          (3.7)        -
                                                      --------    --------    --------    --------    --------    --------
Net income (loss)                                        185.0       (32.3)       72.6       (56.8)       35.2        42.7
Preferred dividend requirements                            -           -           -           2.2         4.3         4.3
                                                      --------    --------    --------    --------    --------    --------
Income (loss) applicable to
  common shares                                       $  185.0    $  (32.3)   $   72.6    $  (59.0)   $   30.9    $   38.4
                                                      --------    --------    --------    --------    --------    --------
                                                      --------    --------    --------    --------    --------    --------

Earnings (loss) per common share                      $   2.70    $   (.49)   $   1.11    $   (.93)   $    .50    $    .63

Dividends declared per common share                   $    .80    $    .80    $    .80    $    .80    $    .80    $    .80
Weighted average common shares (000)                    68,589      66,271      65,443      63,296      61,914      61,334

FINANCIAL POSITION
Total assets                                          $1,695.5    $1,591.7    $1,723.4    $1,664.1    $1,632.5    $1,743.1

Long-term debt                                        $  279.5    $  386.8    $  528.3    $  522.9    $  350.1    $  445.2
Total debt                                            $  503.7    $  512.9    $  597.0    $  634.9    $  543.0    $  618.1
Preferred shares                                      $    -      $    -      $    -      $    -      $   60.0    $   60.0
Common shareowners' equity                            $  634.4    $  478.1    $  552.4    $  515.6    $  568.9    $  581.6

OTHER DATA
Total capital additions (including acquisitions)      $  220.8    $  166.8    $  156.2    $  235.4    $  140.1    $  193.3
Telephone plant construction                          $  101.4    $   90.3    $  112.8    $  111.6    $   95.0    $  115.9
Network access lines (000)                                 944         906         877         848         827         808
Access minutes of use (millions)
  Interstate                                             2,744       2,536       2,336       2,132       1,985       1,852
  Intrastate                                               963         956         932         888         836         793
Market price per share
  High                                                $ 61.625    $ 35.250   $  20.125   $  24.375    $ 20.875    $ 25.375
  Low                                                 $ 31.750    $ 16.875   $  15.375   $  16.125    $ 15.375    $ 17.875
  Close                                               $ 61.625    $ 34.750   $  17.000   $  18.000    $ 17.125    $ 19.375

</TABLE>


(a) For special items see Note 2 of Notes to Financial Statements.

                                       16

<PAGE>

                              CINCINNATI BELL
                    MANAGEMENT'S DISCUSSION AND ANALYSIS


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

     Cincinnati Bell Inc. (the Company) is a diversified communications company
with principal businesses in three industry segments. The telephone operations
segment, Cincinnati Bell Telephone Company (CBT), provides local telephone
exchange services and products in the Greater Cincinnati area. The information
systems segment, Cincinnati Bell Information Systems Inc. (CBIS), provides and
manages customer-care and billing solutions for the communications and cable TV
industries. The teleservices segment, MATRIXX Marketing Inc. (MATRIXX), provides
a full range of outsourced telephone marketing solutions to large corporations.
The Company's long distance, directory services, and equipment supply businesses
are included with corporate operations in other businesses. The Company owns a
minority interest in a partnership that provides cellular service primarily in
southwestern Ohio.

     The following discussion and the related consolidated financial statements
and accompanying notes contain certain forward-looking statements that involve
potential risks and uncertainties. The Company's future results could differ
materially from those discussed herein. Factors that could cause or contribute
to such differences include, but are not limited to, those discussed herein.
Readers are cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date hereof. The Company undertakes no
obligation to review or update these forward-looking statements or to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.


CONSOLIDATED OVERVIEW

     The Company's strategy is to be a leader in growing communication-related
markets that utilize its unique expertise in customer care, billing, outsourced
teleservices, and local exchange services. By leveraging the combined knowledge,
capabilities and experience of its subsidiaries, the Company seeks to take
advantage of the opportunities arising in the changing communications market and
the growing trend of outsourcing.

     During 1996, the Company made investments to grow its subsidiaries'
existing operations and provide new capabilities. CBIS completed its initial
release of Precedent 2000 and opened a new data center outside of Orlando,
Florida; MATRIXX opened two new call centers and added 2,300 workstations; and
CBT invested over $100 million in telephone plant to accommodate record access
line growth and provide new advanced services.

     The Company completed several acquisitions in 1996. CBIS acquired
International Computer Systems, Inc. (ICS), an international wireline billing
provider, and Swift Management Services (Swift), a distributor of CBIS's
integrated cable telephony billing systems in Europe. MATRIXX acquired Software
Support, Inc (SSI), a provider of outsourced technical help-desk applications,
and certain of the assets of Scherers Communications, Inc. (Scherers), a
provider of interactive voice response services.


RESULTS OF OPERATIONS

1996 COMPARED TO 1995

     Revenues reached a record $11,573.7 million in 1996, up 18% from 1995. CBIS
and MATRIXX produced 81% of the revenue growth, and collectively represented 51%
of consolidated revenues for the year. Costs and expenses excluding special
items were $1,291.9 million, a 16% increase over 1995. Operating income
excluding special items increased to $281.8 million, a 17.9% margin, up from
$225.4 million, a 16.9% margin in 1995. Each of the Company's three principal
segments improved its operating performance in the year.

     Special items (see Note 2 of Notes to Financial Statements) resulted in a
net credit of $27.2 million in 1996 compared to charges of $208.0 million in
1995. Special items increased net income $17.4 million or $0.26 per share in
1996 and decreased net income by $146.5 million or $2.21 per share in 1995.

     Reported net income was $185.0 million or @2.70 per share in 1996 compared
to a net loss of $32.3 million or $0.49 per share in 1995. Excluding special
items in both years, net income increased 47% to $167.6 million from $114.2
million and earnings per share were $2.44 compared to $1.72.


1995 COMPARED TO 1994

     Revenues increased 9% in 1995 to $1,336.1 million. Approximately 71% of the
growth was produced by CBIS and MATRIXX. Operating costs and expenses excluding
special items increased 5% to $1,110.7 million. Operating income excluding
special items increased 32% to $225.4 million.

     Special items were $208.0 million in 1995 compared to $5.7 million in 1994
(see Note 2 of Notes to Financial Statements). The special items in 1995 were
primarily attributable to CBT's restructuring plan, a goodwill impairment
writedown and debt restructuring.

     The Company reported a net loss of $32.3 million or $0.49 per share in 1995
compared to net income of $72.6 million or $1.11 per share in 1994. Excluding
special items, net income was $114.2 million or $1.72 per share in 1995 versus
$79.2 million or $1.21 per share in 1994.

                                       17


<PAGE>

TELEPHONE OPERATIONS

     CBT's strategy is to be the leading full-service provider of communications
services and products in the Greater Cincinnati marketplace. To that end, during
1996 CBT introduced Fuse, an Internet access service. CBT also became an agent
for DIRECTV's satellite television service. These new marketing initiatives are
in the early stage of development and did not materially increase revenues in
1996.

[GRAPH]

     During 1996, CBT expanded its marketing of existing services through
increased advertising campaigns and the introduction of PhoneGear, the
merchandising of services through retail distributors.

     CBT continued implementation of its restructuring plan announced in the
first quarter of 1995. This plan will be completed early in 1997. While staff
levels have been reduced 19% over two years, during 1996 staff was reduced only
1% due to higher business volumes and new marketing efforts.

     In February 1997, CBT announced that it had entered into a memorandum of
understanding with AT&T to extend its relationship for marketing communications
services in Cincinnati. Also in February, CBT and Lucent Technologies signed a
multi-year agreement under which CBT will continue to market Lucent's business
communications systems to its business customers.


                                               % Change               % Change
($ IN MILLIONS)              1996       1995   96 vs 95       1994    95 vs 94
- -------------------------------------------------------------------------------

Revenues
  Local service          $370.6     $352.6         5      $329.3          7
  Network access          161.9      142.6        14       141.0          1
  Long distance            27.9       33.5       (17)       37.2        (10)
  Other                    90.4       95.7        (6)       92.2          4
                         ------     ------                ------
    Total                 650.8      624.4         4       599.7          4

Costs and expenses        523.6      508.7         3       496.6          2
Special items             (28.5)     121.7         -         3.6          -
                         ------     ------                ------
  Total                   495.1      630.4       (21)      500.2         26

Operating income (loss)  $155.7     $ (6.0)        -      $ 99.5          -

Excluding special items:
  Operating income       $127.2     $115.7        10      $103.1         12
  Operating margin        19.5%      18.5%                 17.2%


1996 COMPARED TO 1995

REVENUES

     Total revenues were $650.8 million in 1996, a 4% increase over 1995. Local
service revenues increased 5% to $370.6 million. Access lines grew 4.1% due to
strong demand for business lines and higher installations of second residential
lines. Increased penetration of enhanced services, such as Caller ID, and full
year of new Kentucky rates also contributed to the revenue gain.

     Network access revenues increased 14% to $161.9 million. More than half the
growth was due to increased network minutes of use, access line growth and
special access revenues, with the remainder resulting from adjustments to
overearnings liabilities.

     Long distance revenues decreased $5.6 million to $27.9 million in 1996,
primarily as a result of expanding the local service areas in northern Kentucky
in November 1995. Other revenues decreased 6% to $90.4 million primarily due to
a lower level of billing and collection services and an increase in the
provision for uncollectible accounts.


COSTS AND EXPENSES

     Costs and expenses excluding special items were up 3% to $523.6 million in
1996. Payroll-related expenses were unchanged. Savings from employee departures
under the 1995 retirement offer were offset by cost increases due to strong
access line growth, inclement weather, the desire to maintain customer service
levels, and adding employees with different skills. Expenses for contract labor,
consulting, and data processing increased as a result of ongoing business and
process improvements. Advertising costs and depreciation expenses increased
slightly. Lower costs from facilities consolidation and a 1995 Ohio property tax
law change decreased operating expenses.

     Special items (see Note 2 of Notes to Financial Statements) reduced
operating expenses by $28.5 million. The credit was mostly due to pension
settlement gains, and, to a lesser extent, the reversal of real estate
restructuring liabilities.


1995 COMPARED TO 1994

REVENUES

     Revenues increased 4% to $624.4 million. Growth in access lines, a full
year's effect of the Ohio rate plan and new rates in Kentucky effective May 1995
produced most of the growth. The remaining increase was primarily from increased
penetration of enhanced custom calling services and directory assistance.

     Network access revenues increased 1% to $142.6 million from access line
growth and increased minutes of use, as well as lower support payments to the
National Exchange Carrier Association. Long distance revenues decreased $3.7
million to $33.5 million because of lower settlements with interexchange
carriers and independent companies. Other revenues increased 4% to $95.7 million
primarily from growth in customer premises equipment repairs, payphone agent
services, voice mail, and billing and collection services.


COSTS AND EXPENSES

     Costs and expenses excluding special items increased 2% to $508.7 million.
Contract services, systems development, business restructuring activities, and
depreciation and amortization all were higher. Right-to-use fees were lower from
fewer switch conversions and network software upgrades than in 1994.

     Special items were $121.7 million in 1995. The charges resulted primarily
from a business restructuring.

<PAGE>

INFORMATION SYSTEMS

     CBIS's strategy is to provide customer-care and billing services and
solutions to the communications industry. CBIS seeks to enter into long-term
outsourced contracts that share in the success and growth of its clients. It
targets wireless, wireline, cable TV, and other convergent service providers,
domestic and international. Additionally, CBIS develops network management
systems for large international communications companies.

     CBIS's systems enable its clients to manage their customer relationships
through a range of turnkey applications. Accordingly, CBIS has made, and expects
to continue making, significant investments in the development of software and
data centers. CBIS also anticipates making significant investments to broaden
its services to include data warehousing and analytics that improve acquisition,
retention, and revenue growth for its clients. The viability of these new
applications and CBIS's ability to recover its investment therein are uncertain.

[GRAPH]

     CBIS believes that its expertise in the domestic wireless industry will
assist its expansion into international markets and into the cable TV industry.

     During 1996, CBIS migrated its Florida data center to a new state-of-the-
art facility north of Orlando, Florida. CBIS announced contract extensions with
several existing clients and was awarded contracts with new clients in the
emerging PCS field. Two of these clients implemented CBIS's initial release of
Precedent 2000, a flexible system based on a client-server architecture. Also
during 1996, CBIS remedied difficulties on a large international contract, and
introduced a service bureau offering to the cable TV industry that led to its
first client for this service in 1997. The acquisitions of ICS and Swift
expanded CBIS's wireline and cable telephony billing presence in Europe.


                                               % Change                % Change
($ IN MILLIONS)              1996       1995   96 vs 95       1994     95 vs 94
- -------------------------------------------------------------------------------
Revenues                   $479.8     $373.9      28        $343.8         9

Costs and expenses          401.3      327.9      22         316.7         4
Special items                 3.0        7.5     (60)            -         -
                           ------     ------                ------
  Total                     404.3      335.4      21         316.7         6

Operating income           $ 75.5     $ 38.5      96        $ 27.1        42

Excluding special items:
  Operating income         $ 78.5     $ 46.0      71        $ 27.1        70
  Operating margin          16.4%      12.3%                  7.9%


1996 COMPARED TO 1995

REVENUES

     Revenues increased 28% to $479.8 million for the year. Data processing
revenues increased from the growth in cellular subscribers partially offset by 
lower volume on a long distance credit card contract. Professional and 
consulting revenues increased $37 million from a combination of additional work 
from existing customers, new PCS clients, and revenues of Information Systems
Development Partnership (ISD), a cable TV billing software company acquired in
the fourth quarter of 1995. Revenues of ISD were also responsible for a higher
level of computer hardware sales in 1996 than 1995. In 1996, international
revenues increased $21 million due primarily to improved performance on one
contract. This contract produced higher-than-average margins for the year. The
revenues and contribution margin of this contract were recognized at a lower 
level in 1995 due to contract uncertainties. The acquisitions of ISD in late 
1995, and ICS and Swift in 1996, increased revenues by $27 million in 1996.


COSTS AND EXPENSES

     Costs and expenses excluding special items increased 22% to $401.3 million
in 1996. Direct costs of providing services represented the majority of the
increase from increased headcount, the new data center, and other expenses
associated with a higher level of business volume. Research and development
costs increased $23.8 million to approximately 12% of revenues as completion of
the initial release of Precedent 2000 required higher development activity.
Other expenses increased $9.6 million. The $3.0 million of special items in 1996
was the result of the expensing of in-process research and development
associated with the acquisitions of ICS and Swift.


CONTRACTS

     In 1996, several new contracts were announced. Two new contracts were for
customer care and billing with prominent PCS companies in the United States. A
third new contract was signed to support AT&T's re-entry into the local
telephone market. These contracts produced minor amounts of revenue in 1996.
Future revenues will be based on the success of these clients in adding
customers. In the case of AT&T's re-entry into the local telephone market, the
pace of regulatory change will affect CBIS's revenues from this contract.

     CBIS's clients also extended several existing contracts in 1996. A contract
extension through 2001 with a provision for further extension through 2003 was
signed with AT&T Wireless Services. A contract extension through 2003 was signed
with Comcast Cellular Corporation, and an extension through the year 2006 was
signed with 360 DEG. Communications Company.

     All of these contracts provide customer-care and billing services on a
service bureau basis. The ultimate value and profitability of these contracts
hinge on several factors: the ability to provide cost-effective solutions; the
ability to

                                       19


<PAGE>

maintain and grow the systems as CBIS's clients increase the penetration of 
their markets; and the client's market success. During all of these 
activities, the current needs of its clients must also continue to be 
satisfied with the service and value. 

     One client, representing approximately 5% of CBIS's 1996 revenues, may 
transition to another provider of billing services during 1998.

1995 COMPARED TO 1994

REVENUES

     Revenues increased 9% to $373.9 million compared to the prior year. Data
processing revenues increased $43 million due to higher levels of cellular
subscribers. Professional and consulting revenues increased due to a higher
level of enhancements to systems. International revenues declined $25 million in
1995 from the delayed delivery of a contract and the completion of a second
contract.


COSTS AND EXPENSES

     Costs and expenses excluding special items increased 4% to $327.9 million.
Most of the increase was for the development of Precedent 2000. Increased
depreciation and amortization, due to additional software amortization, was
offset by lower general and administrative expenses.

     Special items of $7.5 million were for the expensing of in-process research
and development associated with the acquisitions of ISD and X International.


TELESERVICES

     MATRIXX is a leading provider of outsourced telephone marketing services.
MATRIXX's strategy is to offer a full range of customer service, sales support,
and telephone marketing solutions to major companies in its targeted industries.
MATRIXX focuses on developing long-term relationships in the communications,
technology, financial services, consumer products and direct response
industries. MATRIXX segments its services into traditional and outsourced
programs. Traditional services involve large shared capacities for significant
sales campaigns and direct response programs. Outsourced services require
dedicated agents to handle a specific company's more complex customer service
and sales account management needs.

[GRAPH]

     During 1996, MATRIXX expanded its capabilities through the acquisitions of
SSI, a provider of outsourced technical help-desk applications, and a provider
of interactive voice response services. In 1996, MATRIXX's three largest clients
extended their contracts. MATRIXX also expanded its DIRECTV dedicated call
center near Cincinnati and opened a new dedicated call center in Orem, Utah.
There were approximately 14,000 MATRIXX employees at December 31, 1996, an
increase of 4,200 employees from December 31, 1995.



                                               % Change                % Change
($ IN MILLIONS)              1996       1995   96 vs 95       1994     95 vs 94
- -------------------------------------------------------------------------------
Revenues                   $367.1     $271.1      35        $226.1        20

Costs and expenses          321.5      238.8      35         203.5        17
Special items                 2.0       39.6       -             -         -
                           ------     ------                ------
  Total                     323.5      278.4      16         203.5        37

Operating income (loss)    $ 43.7     $(7.3)       -        $ 22.6         -

Excluding special items:
  Operating income         $ 45.7     $ 32.3      41        $ 22.6        43
  Operating margin          12.4%      11.9%                 10.0%


1996 COMPARED TO 1995

REVENUES

     Teleservices revenues grew 35% to $367.1 million in 1996. MATRIXX
experienced good revenue growth throughout its business. The outsourced
dedicated segment produced $71 million of the revenue increase due to strong
growth from DIRECTV and MATRIXX's telecommunications and technology clients. The
traditional services and international operations each increased revenues.
Acquisitions produced $6 million of revenues in 1996.


COSTS AND EXPENSES

     Costs and expenses excluding special items grew at the same rate as
revenues in 1996. Personnel expenses increased at a higher rate than revenues,
reflecting some wage pressure in certain labor markets. Telecommunications
expense, a significant expense of the teleservices industry, grew slower than
revenues. Facility costs and depreciation expense were higher in 1996 reflecting
expansion in the business.

     MATRIXX's special items consist of $2.0 million of in-process research 
and development costs that were expensed in connection with acquisitions in 
1996.

1995 COMPARED TO 1994

REVENUES

     Teleservices revenues increased 20% to $271.1 million from growth in 
outsourced dedicated services and traditional services. Outsourced dedicated 
services accounted for most of the increase due to the expansion of business 
with DIRECTV and sales to firms in the communications, technology, and 
financial services industries.

                                       20


<PAGE>

COSTS AND EXPENSES

     Costs and expenses excluding special items increased at a lower rate than
revenues. Cost control efforts among production and staff reduced variable and
administrative costs as a percentage of revenues. Direct personnel expenses
increased at a lower rate than revenues. Telephone expenses and information
systems and systems design costs comprised most of the remaining increase.

     In 1995, MATRIXX incurred $39 million of special charges related to the
impairment of goodwill of its operations in France.


OTHER BUSINESSES


                                               % Change                % Change
($ IN MILLIONS)              1996       1995   96 vs 95       1994     95 vs 94
- -------------------------------------------------------------------------------
Revenues                   $154.9     $136.6      13        $129.6         5

Costs and expenses          128.0      107.6      19         115.4        (7)
Special items               (1.2)        9.9       -           2.1         -
                           ------     ------                ------
  Total                     126.8      117.5       8         117.5         -

Operating income           $ 28.1     $ 19.1      47        $ 12.1        58

Excluding special items:
  Operating income         $ 26.9     $ 29.0      (7)       $ 14.2        104
  Operating margin          17.4%      21.2%                 11.0%


1996 COMPARED TO 1995

REVENUES

     Revenues increased 13% from growth in directory sales, higher levels of
long distance traffic and an increase in computer sales. Offsetting the
increases were price discounts in the long distance business and a lower level
of highly profitable copper scrap sales in the supply business.


COSTS AND EXPENSES

     Costs and expenses increased 19% primarily from direct costs associated
with sales. Other expense increases resulted from additional sales personnel and
corporate costs. Increased corporate costs were the main factor in reduced
margins. 1996 special items were pension settlement gains.


1995 COMPARED TO 1994

REVENUES

     Higher sales of used telecommunications equipment, copper scrap and
directory advertising accounted for the increase in revenues.


COSTS AND EXPENSES

     Costs and expenses decreased due to lower network costs in the long
distance business, a reduction in Ohio personal property taxes, and a lower
level of provisions for inventory losses in the supply business.

     Special items of $9.9 million were recorded in 1995 primarily for pension
enhancements and associated postretirement health benefits related to employees
accepting the early retirement incentives.

OTHER INCOME (EXPENSE), NET
                                              % Change                 % Change
($ IN MILLIONS)           1996      1995      96 vs 95       1994      95 vs 94
- ------------------------------------------------------------------------------
                         $12.1     $(13.5)        -         $1.7           -

1996 COMPARED TO 1995

     Several non-recurring items contributed to the $25.6 million increase in
other income (expense), net. In 1995, the Company incurred a $13.3 million
charge to terminate its interest rate and currency swap agreement, and
recognized a $5 million writedown in the carrying cost of certain real estate.
Additionally, in 1996, income from joint ventures net of litigation fees
increased $3.4 million.


1995 COMPARED TO 1994

     Other income (expense), net decreased as the result of the non-recurring
items described in the preceding paragraph and contributions to the Company's
foundation. Partially offsetting the increased costs was $5.4 million of higher
interest income from temporary cash investments and $5.6 million of increased
income from joint ventures.


INTEREST EXPENSE
                                             % Change                 % Change
($ IN MILLIONS)          1996      1995      96 vs 95       1994      95 vs 94
- ------------------------------------------------------------------------------
                         $33.9     $52.8       (36)         $49.5          7



1996 COMPARED TO 1995

     The retirement of high cost long-term debt in late 1995 and in early 1996
resulted in reductions of $17.8 million in interest expense. Additionally, CBT
reversed $2.5 million of accrued interest expense in the third quarter of 1996
related to overearnings liabilities. The weighted average interest rate
decreased from 8.5% to 7.0%. Average debt outstanding decreased from $599
million to $510 million during the same time period.


1995 COMPARED TO 1994

     A combination of higher interest rates on short-term borrowings, additional
amounts accrued for FCC overearnings orders and unfavorable exchange rates with
the swap agreement were the principal causes of the $3.3 million increase in
interest expense.

                                       21


<PAGE>


- -------------------------------------------------------------------------------
INCOME TAXES
                                                 % Change            % Change
($ IN MILLIONS)                  1996    1995    96 vs 95    1994     95 vs 94
- -------------------------------------------------------------------------------
Income taxes                    $99.7    $5.7       --      $42.1        (86)
Effective tax rate              35.0%   29.3%               35.7%
Effective tax rate
  excluding special items       34.9%   35.6%               35.8%


1996 COMPARED TO 1995 AND 1995 COMPARED TO 1994

     Excluding special items, the effective tax rate did not change 
significantly in 1996 or 1995. See Note 3 of Notes to Financial Statements 
for a reconciliation of the effective tax rate.


FINANCIAL CONDITION

CAPITAL INVESTMENT, RESOURCES AND LIQUIDITY

     Management believes that the Company has adequate resources available to 
finance its ongoing requirements. 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 $252.0 million in 1996. Capital expenditures were 
$156.2 million, up $40.9 million from 1995. Most of the increase was for a 
new data center, expansion of teleservice facilities, the replacement of 
telephone switches and an increase in access lines in service. The sale of 
the Company's training center in northern Kentucky was the principal source 
of cash flow from dispositions of assets. Capital expenditures for 1997 are 
currently estimated to be $215 million excluding acquisitions.

  [GRAPH]

     Other investing activities included payments of $62.7 million for 
acquisitions. The primary reason for the increase in common shares issued 
during 1996 was the exercise of stock options for 751,000 common shares by 
Cincinnati Bell employees.

BALANCE SHEET

     Receivables increased $48.3 million for the year principally from the 
revenue growth at CBIS and MATRIXX. Payables and other current liabilities 
decreased $39.1 million during the year primarily from settlements of 
overearnings liabilities, remaining purchase-price payments for ISD being 
made, and a lower balance of accrued property taxes due to law changes. Other 
long-term liabilities decreased $37.1 million with the major cause being the 
recognition of settlement gains as a reduction of pension liabilities.

CAPITALIZATION

     During 1996 and 1995, the Company restructured its debt by retiring 
long-term debt and terminating its swap agreement. The debt to capitalization 
ratio was reduced to 44.3% at December 3, 1996, from 51.8% at December 31, 
1995.

     In December 1996, $100 million of 6.7% notes due in December 1997 were 
classified as a current maturity. The Company intends to either refinance 
the notes in part or redeem the debt with cash from internally generated 
funds.

     In January 1997, Duff & Phelps upgraded the Company's senior unsecured 
debt to A and its commercial paper rating to D-1. Duff & Phelps has 
reaffirmed CBT's senior unsecured debt at AA-. Moody's Investor Service and 
Standard and Poor's rate the Company's senior unsecured debt at A3 and A-, 
respectively, and commercial paper at P-2 and A-2, respectively. The ratings 
of CBT's unsecured debt by the same two agencies are Aa3 and AA-, 
respectively.

OTHER INFORMATION

   New three-year contracts between CBT and the Communications Workers of 
America (CWA) and CBIS and the CWA were approved in the second and third 
quarters of 1996. The contracts include pay increase of 10.5% over the 
three-year period 1996-1999 with bonus incentives based on service and/or 
financial performance. The contracts also address job security and benefit 
issues, while providing additional flexibility in the pension plans for 
hourly employees.


                                       22

<PAGE>


REGULATORY MATTERS

TELECOMMUNICATIONS COMPETITION

     Recently enacted and future legislative and regulatory initiatives will 
have an impact on CBT and other local exchange carriers (LECs). The extent of 
that impact will not be known until the initiatives are fully implemented. The 
basic thrust of these initiatives is to encourage competition in the 
communications industry by removing legal barriers to market entry.

     FEDERAL -- The Telecommunications Act of 1996 (the Act) enacted in 
February 1996 requires incumbent LECs like CBT to interconnect with the 
networks of other service providers, unbundle certain network elements and 
make retail telecommunications services available to competing providers at 
wholesale rates. The Act leaves the implementation of these mandates to the 
Federal Communications Commission (FCC) and state regulatory agencies.

     On August 8, 1996, the FCC issued an order establishing regulations to 
implement the "local competition" provisions of the Act. CBT and several 
other LECs believe the FCC's regulations with respect to interconnection, 
unbundling and resale are inconsistent with the requirements of the Act. 
Accordingly, they sought review of the FCC's order in the United States Court 
of Appeals. On October 15, 1996, the United States Court of Appeals for the 
Eighth Circuit stayed the effectiveness of portions of the FCC order, 
including the FCC's pricing standards. The Court of Appeals has not yet 
issued a final decision in this case. The FCC regulations requiring LECs to 
negotiate interconnection agreements with new entrants, unbundle their 
networks and resell retail telecommunications services, have not been stayed. 
Pending a decision on the appeal, pricing will be determined by private 
negotiations as approved by state regulatory authorities or by state 
arbitrations.

     If the FCC's order is sustained by the courts, and if CBT is unable to 
obtain waivers of certain regulations, CBT may see erosion of certain revenues 
designed to subsidize residential telephone service, and may incur increased 
costs to provide number portability and interconnection. These events could 
have a material adverse financial impact on CBT. CBT also believes the FCC 
order significantly enhances the position of its competitors.

     The outcome of three separate, but related, FCC proceedings could be 
significant for CBT. In the first of these proceedings, the FCC will be 
considering universal service recommendations developed by a joint board 
made up of state and federal regulators. In the second of these proceedings, 
the FCC will be reforming the current access change regime, which could 
result in an additional reduction in revenues. In the third, the FCC will be 
implementing regulations that may require certain LECs to share their 
infrastructure, technology, information and facilities with certain smaller 
telecommunications service providers.

     OHIO -- The Public Utilities Commission of Ohio (PUCO) recently adopted 
a set of local service guidelines that largely mirror the requirements of the 
Act and the FCC regulations discussed above. The guidelines mandate 
interconnection, unbundling of network elements, the resale of retail 
telecommunications services, and the implementation of number portability. 
Rates, terms and conditions for these requirements are to be established 
through negotiation and/or arbitration. CBT has filed an appeal of the local 
service guidelines with the Ohio Supreme Court.

     On December 9, 1996, CBT filed a petition with the PUCO requesting a 
temporary suspension of certain of the Act's requirements and certain of the 
PUCO's local service guidelines. CBT's filing includes a request for 
temporary relief from certain federal and state mandates that detail how LECs 
must interconnect their networks with, and make their facilities available 
to, interconnectors. CBT's petition was filed pursuant to a provision of the 
Act which permits local exchange carriers serving fewer than 2% of the 
nation's access lines to petition their state commissions for suspension and/or
modification of the Act's local competition provisions. The PUCO has not yet 
issued a decision on this petition. 
  
     As of December 31, 1996, the PUCO had granted certificates to provide 
basic local exchange service in CBT's operating territory to Communications 
Buying Group (CBG) and Time Warner Communications of Ohio, L.P. (TWCO). CBT 
believes the PUCO exceeded its statutory authority by granting CBG and TWCO 
certificates and filed appeals of the decisions with the Ohio Supreme Court. 
In addition, on January 16, 1997, the PUCO rendered a decision authorizing 
seven providers to file tariffs no later than March 3, 1997, and granted 
authority to provide local service upon approval of appropriate 
interconnection agreements. Three other applications to provide local 
exchange service in CBT's territory are pending. Applicants with approved 
tariffs include ICG, MFS, A.R.C. Networks, Sprint, LCI, Cable and Wireless 
Inc. and Winstar Wireless of Ohio, Inc.
  
     As of December 31, 1996, seven carriers have officially requested to 
begin interconnection negotiations with CBT: AirTouch Cellular, Intermedia 
Communications, ICG, MCI, Ameritech Cellular, Sprint, and Nextel 
Communications. Once officially notified, CBT has 135 days to reach agreement 
with each party before arbitration can be requested from the PUCO. The 
135-day periods began to expire in January 1997.

             
                                       23


<PAGE>

     KENTUCKY -- On September 26, 1996, the Public Service Commission of 
Kentucky (PSCK) issued its rules for local competition in Kentucky. A major 
portion of the rules outlines the PSCK's perspective regarding universal 
service and the development of a universal service fund intended to keep 
residential rates within the state affordable. The rules established a 
workshop process to review universal service funding. The rules also 
established an interim resale discount of 17% for most LEC's, including CBT, 
pending the submission of company-specific cost studies supporting a smaller 
discount. The PSCK did not, however, adopt detailed rules for 
interconnection. CBT is reviewing the rules to determine their impact, but 
the adopted rules are likely to lead to increased competition for CBT in 
Kentucky and may have an adverse effect on its operating results.

ALTERNATIVE REGULATION

     On February 5, 1997, CBT filed an alternative regulation plan with the 
PUCO seeking to gradually rebalance its rates. Upon the plan's approval, 
residence rates will increase and business rates decrease, although the total 
effect of the change could be spread over two years. Since the PUCO had not 
yet ruled on CBT's petition for a temporary suspension as of the date CBT's 
alternative regulation application was filed, CBT incorporated many of the 
requests contained in its pending petition for suspension into its 
alternative regulation application. 

OPTIONAL INCENTIVE REGULATION

     CBT began to operate under an optional incentive regulation plan for 
interstate services in January 1994. Every two years CBT compares actual 
return with the authorized rate of return, currently 11.25%. 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 LEC that operates under price 
cap regulation. This allows CBT to be more responsive to customers and the 
market. 

DEPRECIATION RATE CHANGE

     The FCC is required by the Communications Act of 1934 to prescribe the 
depreciation rates used to compute depreciation expense for communications 
common carriers. It is the FCC's practice to review and revise CBT's 
depreciation rates every three years, in conjunction with the PUCO and the 
PSCK. CBT's next scheduled triennial depreciation represcription is in 1997. 
It is possible that depreciation expense will increase as a result of these 
discussions.

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." Criteria that would give rise to the 
discontinuance of SFAS 71's applicability include (1) increasing competition 
that restricts CBT's ability to establish prices to recover specific costs, 
and (2) a significant change in the manner in which rates are set by 
regulators from cost-based regulation to another form of regulation.
     At the present time, CBT believes that, based on its current competitive 
and regulatory environment, the application of SFAS 71 remains appropriate. 
However, competitive, legislative and regulatory uncertainties require 
CBT to regularly review these criteria. In the event CBT determines that it no 
longer meets the criteria for following SFAS 71, CBT could recognize an 
extraordinary non-cash charge of up to $300 million. This would include the 
elimination of regulatory assets and liabilities, and adjusting the carrying 
amount of telephone plant to the extent it is not recoverable in future 
revenues. CBT's estimate of the embedded regulatory assets due to the under 
depreciation of plant assets, as a result of the regulatory process 
prescribing depreciation lives for regulatory purposes longer than economic 
lives, is approximately $170 million. Asset lives used for future 
depreciation expense would likely be shorter than those approved by 
regulators.


                                       24



<PAGE>

BUSINESS OUTLOOK

    All of the Company's markets are becoming more competitive as technological
change quickens and regulatory barriers recede.  This may increase the future
variability of the Company's financial results.

TELEPHONE OPERATIONS

    The local exchange business is becoming increasingly competitive. 
Competitive local exchange carriers, alternative access providers, cable TV
providers and wireless providers all intend to compete for segments of the local
exchange business.  CBT's competitors have substantial capital and resources,
and may not face the same regulatory constraints as CBT.  Some of these
competitors may resell the services of CBT, and may be willing to make
significant financial concessions to enter CBT's markets.

    Some competitors will be national in scale and may be able to offer lower
prices than CBT.  Also, some industry participants have expressed plans to offer
a bundle of communications services.  These competitors may be willing to offer
the local exchange component of their bundle at a loss in order to preserve
profits of their core business.

    In addition to competition, CBT faces changing regulation.  Both federal
and state regulatory agencies are interested in promoting greater competition in
the local exchange business.  The mandated costs that CBT must incur to open the
market, such as interconnection and local number portability, may be
significant.

    In anticipation of these changes, CBT continues to streamline its processes
to improve responsiveness to customer needs, introduce new products and
services, expand distribution channels, improve quality and reduce costs.  In
addition, CBT will continue to upgrade its network, offer new services, and
develop new technologies and merchandising relationships, as sound business
judgment dictates.  CBT has constructed optical fiber rings in the metropolitan
Cincinnati area to improve services for business customers.  It has also
broadened its service offering to include serving as an agent for direct
broadcast satellite television service and providing Internet access.

    In February 1997, CBT and AT&T announced that they had signed a memorandum
of understanding to extend their strategic relationship for the marketing and
provisioning of telecommunications services in the Cincinnati area.  Significant
work remains to turn the understanding into a multi-year contract satisfactory
to CBT.  This agreement does not involve AT&T's relationship with the Company's
other subsidiaries.

INFORMATION SYSTEMS

    CBIS is a leading provider of customer-care and billing services and
solutions to the communications industry in North America.  CBIS also develops
network management systems for large international telephone companies, and
provides customer-care and billing systems to cable TV providers.

    The wireless industry has been growing in excess of 25% per year in terms
of subscribers.  Forecasts expect the introduction of PCS to help continue this
growth, although perhaps at lower levels.  Over the past few years, CBIS has
grown with the wireless market. CBIS's future growth is dependent on its 
clients' success in gaining and retaining customers in an increasingly 
competitive marketplace.

    CBIS relies on several significant clients for a large percentage of
revenue.  In 1996, CBIS's top four clients, excluding CBT, accounted for 67% of
CBIS's revenues.  While CBIS maintains multi-year contracts for its services,
several contracts contain provisions that allow a client to terminate the
relationship at any time prior to the end of the contract term.  The dependence
on few clients can cause pricing pressure.  Additionally, it is possible that a
client may desire to bring its customer-care and billing functions in-house. 
Consolidation in the industry could cause CBIS to lose a large client.  The loss
of a large client could result in a material reduction in CBIS's revenues and
profits.

    CBIS's leadership in the U.S. wireless market requires significant
continued investment in software development.  In late 1996, CBIS implemented
its initial release of Precedent 2000, a flexible system based on a client-
server architecture.  Precedent 2000 has not been in production long and will
need significant enhancements in order to meet client expectations.

    CBIS also develops network management systems for international
communications companies.  These systems and contracts are large and complex,
often requiring the development of unique solutions.  The profitability of these
contracts is difficult to forecast and can be volatile.

                                          25


<PAGE>

TELESERVICES

    The continued growth at MATRIXX has primarily been driven by expansion of
existing relationships, the addition of new customers, and the acquisition of
businesses and new capabilities.  MATRIXX continues to increase the range of
services it offers, having added technical help desk, Internet services and
interactive voice response during the year.

    During 1996, several of MATRIXX's competitors became publicly traded
companies through initial public stock offerings.  These competitors have gained
access to capital to facilitate their growth and make acquisitions.  The
addition of well-financed competitors could cause pricing and profitability
pressures in the industry as well as increase the variability of MATRIXX's
financial results.

    MATRIXX's business relies on access to labor.  A shortage of available
labor, or the need to increase labor rates, could have a significant impact on
MATRIXX's financial performance.

    MATRIXX's top three clients, accounting for 44% of 1996 MATRIXX revenues,
entered into multi-year contracts during 1996.  However, the contracts are able
to be terminated prior to the end of the contract term and the loss of a large
client would materially impact MATRIXX's revenues and profits.

OTHER

    The Company's other businesses also face competition from businesses
offering similar products and services.  These businesses are meeting their
competition by addressing the needs of their customers, and offering superior
value, quality and service.

    The Company, which has a 45% interest in a cellular partnership, has been
seeking to dissolve the partnership because of recent changes in the structure
of the telecommunications industry, including the enactment of the
Telecommunications Act of 1996.  These changes have positioned the partnership
in direct competition with its two major partners, including the Company,
creating irreconcilable conflicts of interest among them.

    In February 1997, the Delaware Supreme Court affirmed a lower court ruling
which denied the Company's motion to dissolve the partnership.  The Company's
share of partnership income was $11.6 million in 1996 and its investment at
December 31, 1996, was $54.4 million.  The future earnings of the partnership
and the ability of the Company to realize the market value of its investment are
uncertain.

    In November 1996, the cellular partnership sued the Company seeking a
declaratory judgment that the Company be denied the opportunity to provide PCS
services and be required to withdraw from the partnership.  After the Company
was the successful bidder for a PCS license, the partnership's general partner
wrote a letter to the Company contending that event constituted a withdrawal of
the Company from the partnership.  The Company believes that none of its actions
conflict with its partnership interest and that it continues to be a limited
partner in good standing in the partnership.  The matter is before the Delaware
Chancery Court.

    The Company utilizes software and related technologies throughout its
businesses that will be affected by the date change in the year 2000.  An
internal study is currently under way to determine the full scope and related
costs to insure that the Company's systems continue to meet its internal needs
and those of its customers.  The Company will begin to incur expenses in 1997 to
resolve this issue.  These expenses may be significant and may continue through
the year 1999.

    The Company does not believe that inflation has had a material effect on
its results of operations.  However, there can be no assurance that the
Company's businesses will not be affected by inflation in the future.

    The Company's foreign operations are subject to the risk of fluctuation in
currency exchange rates and to exchange controls.  The Company cannot predict
the extent to which such controls and fluctuations in currency exchange rates
may affect its operations in the future.  See Note 18 of Notes to Financial
Statements for the revenues and identifiable assets of foreign operations.

    The Company continues to review opportunities for acquisitions and
divestitures for all its businesses to enhance shareowner value.

                                          26


<PAGE>

                   CINCINNATI BELL INC
                   REPORTS OF MANAGEMENT AND
                   INDEPENDENT ACCOUNTANTS

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 that 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 organization
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 45), 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 their
performance and 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 access to the Audit Committee at any time.


/s/ Brian C. Henry

BRIAN C. HENRY
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER



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, 1996 and 1995, 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, 1996.  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, 1996 and 1995, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996, in conformity with generally accepted
accounting principles.

    As discussed in Note 2 of Notes to Financial Statements, the Company
changed its method of accounting for postemployment benefits in 1994.


/s/ Coopers & Lybrand L.L.P.

Cincinnati.  Ohio
February 14, 1997



                                          27

<PAGE>

                               CINCINNATI BELL INC
                         CONSOLIDATED STATEMENTS OF INCOME



<TABLE>
<CAPTION>

MILLIONS OF DOLLARS EXCEPT PER SHARE AMOUNTS         Year Ended December 31          1996         1995         1994
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>           <C>         <C>
REVENUES                                                                        $ 1,573.7     $1,336.1    $ 1,228.2
- --------------------------------------------------------------------------------------------------------------------
 Costs and Expenses
  Costs of products and services                                                    850.3        705.2        656.3
  Selling, general and administrative                                               273.8        250.8        246.7
  Depreciation and amortization                                                     172.8        162.2        154.1
  Special charges (credits)                                                         (29.7)       171.2          5.7
                                                                                ---------     --------    ---------
    Total costs and expenses                                                      1,267.2      1,289.4      1,062.8
                                                                                ---------     --------    ---------

OPERATING INCOME                                                                    306.5         46.7        165.4

- --------------------------------------------------------------------------------------------------------------------
Other Income (Expense), net                                                          12.1        (13.5)         1.7
Interest Expense                                                                     33.9         52.8         49.5
                                                                                ---------     --------    ---------
Income (Loss) Before Income Taxes, Extraordinary Charge
 and Cumulative Effect of Change in Accounting Principle                            284.7        (19.6)       117.6
Income Taxes                                                                         99.7          5.7         42.1
                                                                                ---------     --------    ---------
Income (Loss) Before Extraordinary Charge and
  Cumulative Effect of Change in Accounting Principle                               185.0        (25.3)        75.5
Extraordinary Charge                                                                    -         (7.0)           -
Cumulative Effect of Change in Accounting Principle                                     -            -         (2.9)
                                                                                ---------     --------    ---------

NET INCOME (LOSS)                                                               $   185.0     $  (32.3)   $    72.6
                                                                                ---------     --------    ---------
                                                                                ---------     --------    ---------
- --------------------------------------------------------------------------------------------------------------------

EARNINGS (LOSS) PER COMMON SHARE
 Income (Loss) Before Extraordinary Charge and
  Cumulative Effect of Change in Accounting Principle                           $    2.70     $   (.38)   $    1.15
 Extraordinary Charge                                                                   -         (.11)           -
 Cumulative Effect of Change in Accounting Principle                                    -            -         (.04)
                                                                                ---------     --------    ---------
 Net Income (Loss)                                                              $    2.70     $   (.49)   $    1.11
                                                                                ---------     --------    ---------
                                                                                ---------     --------    ---------

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
 INCLUDING EQUIVALENTS (000)                                                       68,589       66,271       65,443

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

</TABLE>


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

                                          28


<PAGE>

                                  CINCINNATI BELL INC
                              CONSOLIDATED BALANCE SHEETS

MILLIONS OF DOLLARS     at December 31                      1996          1995
- --------------------------------------------------------------------------------

A S S E T S

CURRENT ASSETS
 Cash and cash equivalents                              $    2.0      $    2.9
 Receivables, less allowances of $11.7 and $14.7           315.0         266.7
 Material and supplies                                      17.3          10.5
 Deferred income taxes                                      15.4          25.4
 Prepaid expenses and other current assets                  40.9          35.9
                                                        --------      --------
  Total current assets                                     390.6         341.4

PROPERTY, PLANT AND EQUIPMENT, NET                         985.8         993.9
GOODWILL AND OTHER INTANGIBLES                             205.1         172.3
INVESTMENTS IN UNCONSOLIDATED ENTITIES                      61.3          53.4
DEFERRED CHARGES AND OTHER ASSETS                           28.1          30.7
                                                        --------      --------

TOTAL ASSETS                                            $1,670.9      $1,591.7
                                                        --------      --------
                                                        --------      --------

- --------------------------------------------------------------------------------
L I A B I L I T I E S  A N D  S H A R E O W N E R S'  E Q U I T Y

CURRENT LIABILITIES
 Debt maturing within one year                          $  224.2      $  126.1
 Payables and other current liabilities                    288.1         327.2
                                                        --------      --------
  Total current liabilities                                512.3         453.3

LONG-TERM DEBT                                             279.5         386.8
DEFERRED INCOME TAXES                                      119.6         111.3
OTHER LONG-TERM LIABILITIES                                125.1         162.2
                                                        --------      --------

  Total liabilities                                      1,036.5       1,113.6
                                                        --------      --------

COMMITMENTS AND CONTINGENCIES

SHAREOWNERS' EQUITY
 Common shares                                              67.6          66.7
 Additional paid-in capital                                280.6         256.1
 Retained earnings                                         288.5         157.1
 Currency translation adjustments                           (2.3)         (1.8)
                                                        --------      --------
  Total shareowners' equity                                634.4         478.1
                                                        --------      --------

TOTAL LIABILITIES AND SHAREOWNERS' EQUITY               $1,670.9      $1,591.7
                                                        --------      --------
                                                        --------      --------
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.

                                          29


<PAGE>

                                  CINCINNATI BELL INC
                           CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>

MILLIONS OF DOLLARS                        Year Ended December 31                    1996         1995         1994
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>           <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                                $ 185.0      $ (32.3)     $  72.6
 Adjustments to reconcile net income (loss) to net cash provided
  by operating activities:
   Depreciation and amortization                                                    172.8        162.2        154.1
   Special charges (credits)                                                        (29.7)       171.2          5.7
   Provision for loss on receivables                                                  9.0          8.5         11.1
   Charge for purchased research and development                                      5.0          7.5            -
   Cumulative effect of accounting change                                               -            -          4.5
   Other, net                                                                          .1          6.6          9.3
 Change in assets and liabilities net of effects from acquisitions
  and disposals:
   Increase in receivables                                                          (45.6)       (34.1)       (33.0)
   Decrease (increase) in other current assets                                       (1.4)        (1.1)         6.3
   Increase (decrease) in accounts payable and accrued liabilities                  (35.9)        (1.4)         8.9
   Increase (decrease) in other current liabilities                                 (13.5)       (11.2)        31.7
   Increase (decrease) in deferred income taxes and unamortized
    investment tax credits                                                            6.4        (50.5)        (4.1)
   Decrease (increase) in other assets and liabilities, net                           (.2)         7.3          4.2
   Decrease in assets and liabilities from termination of swap agreement                -        (36.6)           -
                                                                                ---------     --------    ---------

    Net cash provided by operating activities                                       252.0        196.1        271.3
                                                                                ---------     --------    ---------
- --------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures - telephone plant                                             (99.3)       (89.7)      (110.5)
 Capital expenditures - other                                                       (56.9)       (25.6)       (36.2)
 Acquisitions, net of cash acquired                                                 (62.7)       (31.4)           -
 Dispositions of assets                                                              12.7            -         27.0
 Other, net                                                                          (4.9)         5.4          2.5
                                                                                ---------     --------    ---------

    Net cash used in investing activities                                          (211.1)      (141.3)      (117.2)
                                                                                ---------     --------    ---------
- --------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of long-term debt                                                             -         21.9            -
 Repayment of long-term debt                                                        (90.9)       (78.4)        (1.5)
 Net increase (decrease) in short-term debt                                          79.1        (29.9)       (45.9)
 Issuance of common shares                                                           23.7          9.1         15.3
 Dividends paid                                                                     (53.7)       (53.0)       (52.3)
                                                                                ---------     --------    ---------

    Net cash used in financing activities                                           (41.8)      (130.3)       (84.4)
                                                                                ---------     --------    ---------
- --------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                  (.9)       (75.5)        69.7

Cash and cash equivalents at beginning of year                                        2.9         78.4          8.7
                                                                                ---------     --------    ---------

Cash and cash equivalents at end of year                                             $2.0        $ 2.9        $78.4
                                                                                ---------     --------    ---------
                                                                                ---------     --------    ---------
- --------------------------------------------------------------------------------------------------------------------

</TABLE>


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

                                          30



<PAGE>

                            CINCINNATI BELL INC.
                        CONSOLIDATED STATEMENTS OF COMMON                     
                        SHAREOWNERS' EQUITY
  
                                                                              

<TABLE>
<CAPTION>

                                                                    Common Shareowners Equity
                                               -----------------------------------------------------------------
                                                                                                                          Common
                                                                     Additional                         Currency           Shares
                                                           Common       Paid-In       Retained       Translation      Outstanding
MILLIONS OF DOLLARS EXCEPT PER SHARE AMOUNTS    Total      Shares       Capital       Earnings       Adjustments        (millions) 
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>         <C>           <C>            <C>               <C>               <C>    
BALANCE AT JANUARY 1, 1994                     $515.6      $ 65.0        $223.2         $227.4            $    -            65.0  
  Shares issued under       
    shareowner and employee plans                17.2          .9          16.3              -                 -              .9 
  Net income                                     72.6           -             -           72.6                 -               -   
  Pension liability adjustment                   (1.0)          -             -           (1.0)                -               -   
  Currency translation adjustments                 .4           -             -              -                .4               -   
  Dividends on common shares
    $.80 per share                              (52.4)          -             -          (52.4)                -               -

- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1994                   $552.4      $ 65.9        $239.5         $246.6            $   .4             65.9  
  Shares issued under       
    shareowner and employee plans                14.5          .7          13.9            (.1)                -               .7 
  Other shares issued                             2.8          .1           2.7              -                 -                - 
  Net loss                                      (32.3)          -             -          (32.3)                -                -   
  Pension liability adjustment                   (4.0)          -             -           (4.0)                -                - 
  Currency translation adjustments               (2.2)          -             -              -              (2.2)               - 
  Dividends on common shares
    $.80 per share                              (53.1)          -             -          (53.1)                -                -

- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1995                   $478.1      $ 66.7        $256.1         $157.1             $(1.8)             66.7
  Shares issued under       
    shareowner and employee plans                25.7          .9          24.5             .3                 -                .9
  Net income                                    185.0           -             -          185.0                 -                 -
  Currency translation adjustments                (.5)          -             -              -               (.5)                - 
  Dividends on common shares
    $.80 per share                              (53.9)          -             -          (53.9)                -                 - 

- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1996                   $634.4      $ 67.6        $280.6         $288.5             $(2.3)             67.6
                                               ------      ------        ------         ------             ------             ----
                                               ------      ------        ------         ------             ------             ----
- ----------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.

</TABLE>




<PAGE>

                               CINCINNATI BELL INC.

                          NOTES TO FINANCIAL STATEMENTS

1.  ACCOUNTING POLICIES

CONSOLIDATION -- The consolidated financial statements include the accounts 
of Cincinnati Bell Inc. and its wholly owned subsidiaries (the Company). The 
Company is a diversified communications company with principal businesses in 
three industry segments. The telephone operations segment, Cincinnati Bell 
Telephone Company (CBT), provides local telephone exchange services and 
products in the Greater Cincinnati area. The information systems segment, 
Cincinnati Bell Information Systems Inc. (CBIS), provides and manages 
customer-care and billing solutions for the communications and cable TV 
industries. The teleservices segment, MATRIXX Marketing Inc. (MATRIXX), 
provides a full range of outsourced telephone marketing solutions to large 
corporations. The information systems and teleservices segments have minor 
international operations, primarily in Europe. The Other category includes the 
Company's businesses which provide long distance, directory services and 
communications equipment. All significant intercompany transactions and 
balances have been eliminated in consolidation. Certain prior year amounts 
have been reclassified to conform with the current year's presentation.

   USE OF ESTIMATES -- Preparation of financial statements in conformity with 
generally accepted accounting principles requires management to make 
estimates and assumptions that affect the amounts reported. Actual results 
could differ from those estimates.

   REGULATORY ACCOUNTING -- 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 developments in its 
current regulatory and competitive environment. In the event CBT determines 
that it no longer meets the criteria for following SFAS 71, CBT could 
recognize an extraordinary non-cash charge of an amount that would be 
material. This would include the elimination of regulatory assets and 
liabilities, and adjusting the carrying amount of telephone plant to the 
extent it is not recoverable in future revenues. CBT's estimate of the 
embedded regulatory assets due to the under depreciation of plant assets, as 
a result of the regulatory process prescribing depreciation lives for 
regulatory purposes longer than economic lives, is approximately $170 
million. Asset lives used for future depreciation expense would likely be 
shorter than those approved by regulators. The accounting under the provisions 
of SFAS 71 results in non-plant regulatory assets of $10.2 million and 
regulatory liabilities of $22.1 million as described in Note 3.

   CASH EQUIVALENTS -- Cash equivalents consist of short-term highly liquid 
investments with original maturities of three months or less.

   MATERIAL AND SUPPLIES -- New and reusable material, related to the 
regulated telephone operations, are carried at average original cost, or 
specific costs for large items. Nonreusable material is carried at estimated 
salvage value.

   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 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.

   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 development 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.

   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 periods ranging from 5 to 40 years. Goodwill and 
other intangibles are 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 cash flows are 
insufficient to recover the carrying amount of the asset, then an impairment 
loss is recognized.


                                       -32-

<PAGE>

   REVENUE RECOGNITION -- Local telephone service revenues are generally 
billed monthly in advance and are recognized when services are provided. 
Information systems revenues consist of data processing revenue recognized as 
services are performed. On certain long-term systems development contracts, 
the percentage of completion method is used to recognize revenues. Because 
the percentage of completion method requires estimates of costs to complete 
contracts, it is possible that estimated costs to complete contracts will be 
revised in the near term. 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 including 
stock equivalents.

   STOCK-BASED COMPENSATION -- Compensation cost is measured under the 
intrinsic value method. Pro forma disclosures of net income and earnings per 
share are presented as if the fair value method had been applied.

   CURRENCY TRANSLATION -- Assets and liabilities of foreign operations, 
where the functional currency is the local currency, are translated to U.S. 
dollars at year-end exchange rates. The related currency translation 
adjustments are reflected as cumulative translation adjustments, a separate 
component of shareowners' equity. Revenue and expenses are translated at 
average rates of exchange prevailing during the year.

   FINANCIAL INSTRUMENTS -- The Company manages certain portions of its 
foreign currency and interest rate fluctuations through a small number of 
instruments but does not engage in foreign currency speculation. Generally, 
foreign currency instruments and forwards are valued relative to the 
period-ending spot rate. Gains and losses applicable to those instruments are 
recorded to income currently with the exception of amounts related to foreign 
currency instruments that have been designated as a hedge of a net investment 
in a foreign subsidiary. Hedge results of a net investment in a foreign 
subsidiary are excluded from income and recorded as adjustments to 
shareowners' equity until the related subsidiary is sold or liquidated. The 
interest elements of these foreign instruments are recognized to income 
ratably over the life of the contract. The interest rate differential to be 
paid or received on interest rate differential to be paid or received on 
interest rate swap agreements and related foreign currency transaction gains 
and losses are accrued as interest rates change and are recognized as an 
adjustment of interest expense.  

2.  SPECIAL ITEMS

1996 

SPECIAL CHARGES (CREDITS)

    In the first quarter of 1995, the Company approved a restructuring plan for 
CBT and CBI. The restructuring plan resulted in the need for fewer people to 
operate the business. More than 1,300 employees accepted the early retirement 
offer and at December 31, 1996, approximately 350 management and 950 hourly 
employees had left the Company. The remaining employees who accepted the offer 
will leave the Company no later than March 31, 1997.

   During 1996, the Company recorded $27.4 million of non-cash pension 
settlement gains and reversed $2.3 million of the restructuring liability 
which increased net income by $18.9 million or $.28 per share. Cash 
expenditures of $3.2 million for vacation buyouts, severance and real estate 
costs and the above restructuring liability reversal reduced the liability to 
$8.7 million at year end. The liability reversal was the result of 
better-than-expected utilization of leased real estate. The Company expects 
to recognize approximately $20 million of additional settlement gains in the 
first half of 1997.

   In December 1993, the Company announced a restructuring plan for CBIS. At 
December 31, 1996, the balance of the 1993 CBIS restructuring and disposal 
liability was $2.6 million. Charges for discontinued products and 
contingencies of businesses sold reduced the reserve by $3.7 million during 
1996.

NON-RECURRING ITEMS

   Costs and expenses include $5.0 million of in-process 
research and development costs which were expensed in connection with 
acquisitions. This reduced net income by $3.1 million or $.05 per share.

   Interest expense reflects a reversal of $2.5 million of accrued interest 
by CBT related to overearnings liabilities. As a result, net income increased 
$1.6 million or $.02 per share (see Note 17).

1995

SPECIAL CHARGES

   During 1995, the Company recorded special charges of $131.6 million, net of 
settlement gains, to reflect the cost of the CBT and CBI restructuring plan. The
charges included $58 million for pension enhancements, $54 million of 
curtailment losses for postretirement health care costs, $7 million for lease 
termination costs, $4 million for vacation buyouts and severance pay and the 
remainder for other costs. The charges reduced net income by approximately 
$84 million or $1.26 per share.

   During 1995, cash payments of $7.7 million were applied to the 
restructuring liability, including $4 million for the non-qualified portion 
of lump-sum pension distributions and $3.4 million for vacation buyouts and 
severance.

   In December 1995, the Company recognized an impairment loss of $39 million 
resulting from the writedown of goodwill related to the Company's French 
telephone marketing businesses (see Note 7).


                                     -33-


<PAGE>

NON-RECURRING ITEMS

    Costs and expenses include $7.5 million of in-process research and 
development costs which were expensed in connection with CBIS acquisitions. 
This reduced net income by $4.6 million or $.07 per share (see Note 6).

    Other income (expense), net includes a charge to reduce to market value 
real estate held for sale, which decreased net income by $3.3 million or $.05 
per share. Also included is a charge resulting from termination of the 
Company's interest rate and currency swap agreement, which was used to hedge 
its investment in MATRIXX's French operations, reducing net income by $8.5 
million or $.13 per share (see Note 10).

EXTRAORDINARY CHARGE

    In December 1995, the Company retired, at a premium, $75 million of 9.1% 
notes through redemption and partial insubstance defeasance. A portion of the 
debt was redeemed by cash payments of $56.4 million, including accrued 
interest. In addition, U.S. government securities totaling $21.3 million were 
placed in a trust and their use irrevocably restricted to satisfy the 
remaining principal balance of $18.6 million and interest payments thereon. 
Available cash was used to finance the transaction. The cost of the 
retirement reduced net income by $7 million or $.11 per share.

1994

SPECIAL CHARGES

    In 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, 
partially offset by a reduction in the CBIS restructuring and disposal 
liability established in 1993, was $5.7 million and reduced net income by 
$3.7 million or $.06 per share.

ACCOUNTING CHANGE

    Effective January 1, 1994, the Company adopted SFAS 112, "Employers' 
Accounting for Post-employment Benefits." SFAS 112 required 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. The Company previously expensed these costs 
as they were paid. The cumulative effect of this accounting change reduced 
net income by $2.9 million or $.04 per share.

3. INCOME TAXES

    The components of income tax expense are as follows:

MILLIONS OF DOLLARS      Year Ended December 31    1996     1995     1994
- -------------------------------------------------------------------------------

Current:
  Federal                                         $80.6    $ 49.7    $47.2
  Foreign                                            .5        .2      (.2)
  State and local                                   6.0       6.1      3.7
                                                  -----    ------    -----
    Total current                                  87.1      56.0     50.7
Deferred                                           14.9     (49.0)    (4.5)
Investment tax credits                             (1.9)     (1.3)    (3.2)
Adjustment of valuation allowance
  related to net capital losses                     (.4)       --      (.9)
                                                  -----    ------    -----
Total                                             $99.7    $  5.7    $42.1
                                                  -----    ------    -----
                                                  -----    ------    -----

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

MILLIONS OF DOLLARS      at December 31                     1996     1995
- -------------------------------------------------------------------------------

Deferred tax asset:
  Restructuring charges                                    $  3.2   $  6.7
  Employee benefits                                          23.0     32.7
  Unamortized investment tax credit                           7.0      8.0
  Loss carryforwards                                         26.7     28.6
  Accrued liabilities                                         3.0      9.2
  Other                                                      19.0     21.3
                                                           ------   ------
                                                             81.9    106.5
  Valuation allowance                                       (21.7)   (22.7)
                                                           ------   ------
  Net deferred tax asset                                     60.2     83.8
                                                           ------   ------
Deferred tax liability:                               
  Depreciation and amortization                             144.2    148.2
  Basis differences on items previously
    flowed through to ratepayers                             10.2     12.2
  Other                                                       3.8      3.4
                                                           ------   ------
  Total deferred tax liability                              158.2    163.8
                                                           ------   ------
  Net deferred tax liability                               $ 98.0   $ 80.0
                                                           ------   ------
                                                           ------   ------


                                      34



<PAGE>

  The following is a reconciliation of the statutory federal income tax rate 
with the effective tax rate for each year:

                                                  1996      1995     1994
- -------------------------------------------------------------------------------

U.S. federal statutory rate                       35.0%    (35.0)%   35.0%
Insurance cash surrender value                     (.2)     (2.3)     (.2)
Plant basis differences, net of
  depreciation                                      .4       6.2      1.1
Rate differential on reversing
  temporary differences                            (.4)     (8.9)    (1.4)
Amortization and writedown of
  intangible assets                                 .6      78.8      1.6
State and local income taxes, net of
  federal income tax benefit                       1.5      13.5      2.9
Investment and research tax credits               (1.4)    (18.6)    (4.0)
Taxes related to prior years                        --       3.8       .6
Other differences                                  (.5)     (8.2)      .1
                                                  -----    ------    -----
Effective rate                                    35.0%     29.3%    35.7%
                                                  -----    ------    -----
                                                  -----    ------    -----

    At December 31, 1996 and 1995, the liability for income taxes includes 
approximately $10.2 million and $12.2 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 include a regulatory liability 
at December 31, 1996 and 1995, of approximately $22.1 million and $26.1 
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, 1996 and 1995, of approximately $15.3 million 
and $17.6 million, respectively. Utilization of the foreign carryforwards is 
dependent upon future earnings of each subsidiary with foreign carryforwards 
expiring 1997 through 2003. Management believes it is more likely than not 
that all of the deferred tax assets applicable to net operating loss 
carryforwards of foreign subsidiaries will be realized. However, the amount 
considered realizable could be reduced in the near term if estimates of 
future taxable income during the carryforward period are reduced. The Company 
had U.S. capital loss carryforwards at December 31, 1996 and 1995, of 
approximately $62.0 million and $64.9 million, respectively. Utilization of 
these capital losses is dependent upon the generation of future capital gains 
with the carryforwards expiring in 1998 through 2000 and, accordingly, a 
valuation allowance has been established for the related deferred tax asset.

4. 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 is a cash balance plan 
where the pension benefit is determined by a combination of compensation 
based credits and annual guaranteed interest credits. As a result of the 1996 
collective bargaining, effective January 1, 1997, the nonmanagement pension 
plan changed the method of calculating the defined benefit payable at 
retirement date to a cash balance benefit. The pension benefit is determined 
by a combination of service and job classification based credits and annual 
interest credits. Benefits for the supplementary plan are based on years of 
service and eligible pay.

    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 in Note 2 as a 
special termination benefit.

    Pension cost includes the following components:

MILLIONS OF DOLLARS      Year Ended December 31    1996      1995      1994
- -------------------------------------------------------------------------------

Service cost (benefits earned
  during the period)                              $  7.2    $  6.9    $ 12.4
Interest cost on projected
  benefit obligation                                35.3      48.9      39.9
Actual return on plan assets                      (147.1)   (185.6)     10.5
Amortization and deferrals - net                   112.6     131.5     (63.2)
Special termination benefits                           -      58.8         -
Curtailment loss                                       -       4.9       4.1
Settlement gains                                   (27.4)     (5.9)        -
                                                   -----    ------     -----
Pension cost (income)                             $(19.4)  $  59.5    $  3.7
                                                   -----    ------     -----
                                                   -----    ------     -----


                                      35



<PAGE>

    The following table sets forth the plans' funded status:

MILLIONS OF DOLLARS      at December 31                     1996     1995
- -------------------------------------------------------------------------------

Actuarial present value of accumulated
  benefit obligation including vested
  benefits of $518.8 million and
  $574.4 million, respectively                             $ 549.9   $ 688.3
                                                           -------   -------
                                                           -------   -------
Plan assets at fair value (primarily listed
  stocks, bonds and real estate, including
  $43.0 million and $120.1 million,
  respectively, in common shares of
  Cincinnati Bell Inc.)                                    $698.6    $ 698.9
Actuarial present value of projected
  benefit obligation                                       (587.3)    (709.0)
                                                           -------   -------
Plan assets over (under) projected
  benefit obligation                                        111.3     (10.1)
Unrecognized prior service cost                              21.9      30.9
Unrecognized transition asset                               (25.8)    (36.1)
Unrecognized net gain                                      (114.6)    (18.0)
Recognition of minimum liability                             (6.7)     (7.8)
                                                           -------   -------
Accrued pension liability                                 $ (13.9)  $ (41.1)
                                                           -------   -------
                                                           -------   -------

    In 1996, settlement gains of $27.4 million were recognized by the Company 
with a corresponding reduction in the pension liability. In 1995, the Company 
recognized approximately $58 million of special termination benefits in 
connection with the 1995 restructuring (see Note 2).

    The Company used the following rates in determining the actuarial present 
value of the projected benefit obligation and pension cost for the three 
pension plans:

At December 31                                    1996      1995     1994
- -------------------------------------------------------------------------------

Discount rate - projected
  benefit obligation                              7.25%     7.00%    8.25%
Future compensation growth rate                   4.00%     4.00%    4.00%
Expected long-term rate of
  return on plan assets                           8.25%     8.25%    8.25%

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 $9.4 million, $10.9 million and $8.4 
million for 1996, 1995 and 1994, respectively.

5. EMPLOYEE POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

    The Company provides health care and group life insurance benefits for 
its employees if they retire with a service pension.

    The Company funds its group life insurance benefits through Retirement 
Funding Accounts (RFAs) and funds health care benefits using Voluntary 
Employee Benefit Association (VEBA) trusts. It is the Company's practice to 
fund amounts as deemed appropriate from time to time. Contributions are 
subject to IRS limitations developed using the aggregate cost method. The 
associated plan assets are primarily equity securities and fixed income 
investments.

    The components of postretirement benefit cost are as follows:

MILLIONS OF DOLLARS      Year Ended December 31             1996      1995
- -------------------------------------------------------------------------------

Service cost (benefits earned during the period)           $ 1.8     $  1.6
Interest cost on accumulated postretirement
  benefit obligation                                        15.6       15.2
Actual return on plan assets                                (5.7)      (4.7)
Amortization and deferrals - net                             5.3        5.5
Curtailment loss                                              --       53.8
                                                           -------   -------
Postretirement benefit cost                                $17.0      $71.4
                                                           -------   -------
                                                           -------   -------

    The funded status of the plans is:

MILLIONS OF DOLLARS      at December 31                     1996       1995
- -------------------------------------------------------------------------------

Accumulated postretirement benefit obligation
  Retirees and dependents                                  $191.6     $201.4
  Fully eligible active participants                          6.6        7.4
  Other active participants                                  29.1       26.4
                                                           -------    ------
                                                            227.3      235.2
Plan assets at fair value                                   (95.1)     (74.9)
                                                           -------    ------
Accumulated postretirement benefit obligation
  in excess of plan assets                                   132.2     160.3
Unrecognized prior service cost                               (3.3)     (2.8)
Unrecognized transition obligation                           (82.4)    (87.5)
Unrecognized net gain                                          5.2     (14.9)
                                                           -------    ------
Accrued postretirement benefit cost                         $ 51.7    $ 55.1
                                                           -------    ------
                                                           -------    ------

    The transition obligation is being amortized over twenty years. The 
curtailment loss in 1995 was a result of the business restructuring.

    The accumulated postretirement benefit obligation and plan assets amounts 
at December 31, 1996 and 1995, include $1.5 million and $1.1 million, 
respectively, for group life insurance benefits.









                                      36


















<PAGE>

     The Company used the following rates in determining the actuarial present
value of the accumulated postretirement benefit obligation (APBO) and
postretirement benefit costs:


At December 31                                          1996           1995
- ---------------------------------------------------------------------------

Discount rate - APBO                                   7.25%          7.00%
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%

     The assumed health care cost trend rate used to measure the postretirement
health benefit obligation at December 31, 1996, was 6.6% and is assumed to
decrease gradually to 4.3% by the year 2005.  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 1996 postretirement health benefits
by approximately $.7 million, and would increase the accumulated postretirement
benefit obligation as of December 31, 1996, by approximately $9.1 million.


6.   SOFTWARE DEVELOPMENT COSTS

     Capitalized software development costs, net of accumulated amortization,
consist of the following:


MILLIONS OF DOLLARS                      1996           1995           1994
- ---------------------------------------------------------------------------

Balance - beginning of year            $ 18.8         $ 30.1         $ 35.1
Additions                                   -              -            5.5
Amortization                             (9.3)         (11.3)         (10.5)
                                       ------         ------         ------
Balance - end of year                  $  9.5         $ 18.8         $ 30.1
                                       ------         ------         ------
                                       ------         ------         ------

     Amortization of capitalized software cost is included in depreciation and
amortization expense.  Product development costs were $60.4 million in 1996, 
and $39.0 million and $22.1 million in 1995 and 1994, respectively.

     In connection with acquisitions in 1996 and 1995, $5.0 million and $7.5
million, respectively, of the purchase price was allocated to in-process
research and development and charged to product development costs at the time of
the acquisition.  As of the date of the acquisitions, the Company concluded that
the in-process technology had no alternative future use and had not reached
technological feasibility.

7.   GOODWILL AND OTHER INTANGIBLES

     Goodwill and other intangibles, net of accumulated amortization, consist of
the following:


MILLIONS OF DOLLARS                                     1996           1995
- ---------------------------------------------------------------------------

Balance - beginning of year                           $172.3         $197.4
Additions                                               45.0           24.4
Writedown                                                  -          (39.0)
Amortization                                           (11.8)          (8.8)
Other                                                    (.4)          (1.7)
                                                      ------         ------
Balance - end of year                                 $205.1         $172.3
                                                      ------         ------
                                                      ------         ------

Accumulated amortization - end of year                $ 98.4         $ 89.2


     Additions to goodwill in 1996 and 1995 were the result of business
acquisitions that were accounted for using the purchase method of accounting.
The purchase contracts of certain 1996 acquisitions contain provisions that
could increase the related purchase price by up to $20 million if certain
conditions are met.  Any increases in the purchase price will be recorded as
goodwill.

     In December 1995, the Company recognized a goodwill impairment charge of
$39 million, with no associated tax benefit, that reduced net income by $39
million or $.59 per share.  The goodwill was related to the 1990 acquisition of
two French telephone marketing businesses.  The impairment was recognized
because it became apparent in late 1995 that the French business would not
likely meet plans required to sustain the recorded goodwill.


8.   DEBT MATURING WITHIN ONE YEAR AND LINES OF CREDIT

     Debt maturing within one year consists of the following:


MILLIONS OF DOLLARS   at December 31     1996           1995           1994
- ---------------------------------------------------------------------------

Short-Term Debt
  Commercial paper                     $ 30.0         $    -         $ 65.8
  Bank notes                             85.0           35.9              -
Current maturities of long-term debt    109.2           90.2            2.9
                                       ------         ------         ------
    Total                              $224.2         $126.1         $ 68.7
                                       ------         ------         ------
                                       ------         ------         ------
Weighted average interest rates on
  short-term debt                        5.5%           5.9%           6.2%


     Average balances of short-term debt and related interest rates for the last
three years are as follows:


MILLIONS OF DOLLARS                      1996           1995           1994
- ---------------------------------------------------------------------------

Average amounts of short-term debt
  outstanding during the year*         $113.5         $ 66.1         $ 69.5
Weighted average interest rate
  during the year**                      5.6%           6.1%           4.2%
Maximum amounts of short-term debt
  at any month-end during the year     $140.0         $ 71.1         $100.2

  *  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.

                                       37

<PAGE>

     At December 31, 1996, the Company had approximately $118 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.


9.   LONG-TERM DEBT

     Long-term debt is as follows:


MILLIONS OF DOLLARS    at December 31                   1996           1995
- ---------------------------------------------------------------------------

Debentures/Notes
     Year of Maturity         Interest Rate %

     1996                     7.300                   $    -         $ 40.0
     1997                     6.700                    100.0          100.0
     1999                     8.625                        -           40.0
     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                     7.180-7.270               80.0           80.0
                                                      ------         ------
                                                       340.0          420.0
Capital leases and other                                48.7           57.0
                                                      ------         ------
                                                       388.7          477.0
Current maturities                                    (109.2)         (90.2)
                                                      ------         ------
Total                                                 $279.5         $386.8
                                                      ------         ------
                                                      ------         ------


     At December 31, 1996, $100 million of 6.7% notes due in December 1997 were
classified as a current maturity.

     In December 1995, CBT called for redemption $40 million of 7.3% notes due
1996 and $40 million of 8 5/8% notes due 1999.  The redemption was accomplished
in January 1996 by issuing short-term debt.  The cost of the redemption was
minimal.


10.  TERMINATION OF INTEREST RATE AND CURRENCY SWAP AGREEMENT

     In December 1995, the  Company terminated an interest rate and currency
swap agreement that was entered into in 1990 to hedge the Company's investment
in a French subsidiary of MATRIXX.  The agreement effectively converted $41.7
million of the Company's short-term variable rate borrowings to long-term French
franc fixed-interest-rate debt due in the year 2000.  Net effective interest
expense accrued at approximately 11%.  Currency gains and losses were reflected
in the currency adjustment in the shareowners' equity.

     The net effect of the swap for the years ended December 31, 1995 and 1994,
was to increase interest expense by $5.1 million and and $4.5 million,
respectively.  The swap also increased the Company's weighted average interest
rate from 7.7% to 8.5% in 1995 and from 7.4% to 8.2% in 1994.  Under the terms
of the agreement, the Company paid additional termination costs of $13.3 million
in 1995.  The termination costs were recorded in other income (expense), net.


11.  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, and short-term debt, consisting of commercial
paper and short-term notes payable - the carrying amount approximates fair value
because of the short time to maturity of those instruments.

     Long-term debt - the fair value is estimated based on year-end closing
market prices of the Company's debt and of similar liabilities.  The carrying
amounts at December 31, 1996 and 1995, were approximately $353.9 million and
$441.9 million, respectively.  The estimated fair values at December 31, 1996
and 1995, were $351.3 million and $448.4 million, respectively.


                                       38

<PAGE>

12.  COMMON AND PREFERRED SHARES

COMMON SHARES

     The Company is authorized to issue up to 240 million common shares.  Par
value of the common shares is $1 per share.  At December 31, 1996 and 1995,
there were 67.6 million and 66.7 million common shares outstanding,
respectively.

     On February 3, 1997, the Company's Board of Directors approved a two-for-
one split of the Company's common shares payable to shareowners of record May 2,
1997.  The split will not affect the total dollar amount of common shareowners'
equity.


COMMON SHARE PURCHASE RIGHTS PLAN

     In 1986, the Company adopted a Share Purchase Rights plan.  Under the plan,
shareholders received, in connection with each common share owned, the right to
purchase one one-hundredth of a Series A Preferred Share at an exercise price of
$125, subject to adjustment.  The rights expired on November 5, 1996.


PREFERRED SHARES

     The Company is authorized to issue up to 4 million voting preferred shares
and 1 million nonvoting preferred shares.  At December 31, 1996 and 1995, there
were no preferred shares outstanding.


13.  STOCK-BASED COMPENSATION PLANS

     The Company has three plans which allow for the granting of stock options
and other stock-based awards to officers, directors and certain key employees.
The options are granted at no less than market value of the stock at the grant
date.  Generally, stock options have a ten-year term and vest within three years
of grant.  There were no stock appreciation rights granted or outstanding during
the three year period ended December 31, 1996.

     The Company has adopted the disclosure-only provisions of SFAS No. 123
"Accounting for Stock-Based Compensation" but applies Accounting Principles
Board Opinion No. 25 and related interpretations in accounting for its plans.
If the Company had elected to recognize compensation cost for the plans based on
the fair value at the grant dates for awards under those plans consistent with
the method prescribed by SFAS No. 123, net income (loss) and earnings (loss) per
share would have been changed to the pro forma amounts indicated below:


MILLIONS OF DOLLARS
EXCEPT PER SHARE AMOUNTS    Year Ended December 31      1996           1995
- ---------------------------------------------------------------------------

Net income (loss)             As reported             $185.0        $ (32.3)
                              Pro forma               $183.1        $ (33.5)

Earnings (loss)
  per share                   As reported             $ 2.70         $ (.49)
                              Pro forma               $ 2.66         $ (.50)


     The pro forma effect on net income for 1996 and 1995 is not representative
of the pro forma effect on net income in future years because it does not take
into consideration pro forma compensation expense related to grants made prior
to 1995.

     The fair value of Cincinnati Bell Inc. stock options used to compute pro
forma net income and earnings per share disclosures is the estimated present
value at grant date using the Black-Scholes option-pricing model with the
following weighted average assumptions:


                                                        1996           1995
- ---------------------------------------------------------------------------

Expected dividend yield                                 3.5%           4.7%
Expected volatility                                    29.2%          22.9%
Risk-free interest rate                                 5.5%           7.5%
Expected holding period - years                            4              4


                                       39

<PAGE>

     Presented below is a summary of the status of the Cincinnati Bell Inc. 
stock options and the related transactions for the years ended December 31: 


<TABLE>
<CAPTION>

SHARES IN THOUSANDS                           1996                1995                1994
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
                                                Weighted            Weighted            Weighted
                                                 Average             Average             Average
                                                Exercise            Exercise            Exercise
                                       Shares      Price   Shares      Price   Shares      Price
                                       -----------------   -----------------   -----------------
<S>                                    <C>       <C>       <C>       <C>       <C>       <C>
Outstanding - beginning of year        2,897               2,779               2,533      $20.72
Granted                                1,060      $40.41   1,017      $18.79     845       17.90
Exercised                               (751)      18.91    (389)      18.62       -           -
Canceled                                (218)      27.45    (510)      23.02    (599)      19.87
                                       -----               -----               -----
Outstanding - end of year              2,988       26.27   2,897       19.27   2,779       20.04
                                       -----               -----               -----
                                       -----               -----               -----

Options exercisable at year end        1,685               1,921               1,684
Options available for future grant     4,081               4,306               4,382
Weighted average fair value of 
  options granted during year          $9.20

</TABLE>



     The following table summarizes the status of Cincinnati Bell Inc.'s 
stock options outstanding and exercisable at December 31, 1996:


<TABLE>
<CAPTION>

                                              Options                          Options 
SHARES IN THOUSANDS                       Outstanding                      Exercisable 
- -------------------------------------------------------------------------------------- 
- -------------------------------------------------------------------------------------- 
                                            Weighted
                                             Average    Weighted              Weighted 
                                           Remaining     Average               Average 
Range of                                 Contractual    Exercise              Exercise 
Exercise Prices                Shares  Life in Years       Price    Shares       Price 
- -----------------------        ---------------------------------    ------------------ 
<S>                            <C>     <C>             <C>          <C>      <C>
$12.00 to $24.31                1,914            6.4      $18.71     1,617      $19.02
$24.56 to $48.13                  781            8.8       33.45        56       35.38
$48.38 to $59.94                  293            9.9       56.56        12       49.41
                                -----                                -----
$12.00 to $59.94                2,988            7.4       26.27     1,685       19.78
                                -----                                -----
                                -----                                -----

</TABLE>



     Restricted stock awards during 1996, 1995 and 1994 were 50,000 shares,
229,000 shares and 72,000 shares, respectively.  The weighted average market
value of the shares on the grant date were $40.41, $25.03 and $16.68, 
respectively.  Restricted stock awards vest over time, generally one to five
years.

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

14.  LEASE COMMITMENTS

     The Company leases certain facilities and equipment used in its operations.
Total rental expenses amounted to approximately $82.9 million, $69.3 million
and $71.7 million in 1996, 1995 and 1994, respectively.

     At December 31, 1996, the aggregate minimum rental commitments under 
noncancelable leases for the periods shown are as follows:


<TABLE>
<CAPTION>

                                                 Operating    Capital
MILLIONS OF DOLLARS                                 Leases     Leases
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
<S>                                              <C>          <C>
1997                                                $ 72.2      $ 7.7
1998                                                  61.2        7.2
1999                                                  42.6        4.7
2000                                                  31.2        4.6
2001                                                  17.4        4.6
Thereafter                                            56.2       50.2
                                                    ------      -----
  Total                                             $280.8       79.0
                                                    ------
                                                    ------

Amount representing interest                                     44.3
                                                                -----

Present value of net minimum lease payments                     $34.7
                                                                -----
                                                                -----

</TABLE>



     Capital lease obligations incurred were approximately $2.1 million, 
$2.3 million and $7.3 million in 1996, 1995 and 1994, respectively.


                                      40



<PAGE>

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

15.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

    All adjustments necessary for a fair statement of income for each period 
have been included.


<TABLE>
<CAPTION>

MILLIONS OF DOLLARS
EXCEPT PER SHARE AMOUNTS             1st      2nd      3rd      4th      Total
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S>                               <C>      <C>      <C>      <C>      <C>
1996
REVENUES                          $362.1   $376.0   $403.2   $432.4   $1,573.7
OPERATING INCOME                  $ 72.6   $ 74.5   $ 74.9   $ 84.5   $  306.5
NET INCOME                        $ 41.7   $ 44.8   $ 46.9   $ 51.6   $  185.0
EARNINGS PER SHARE                $ 0.62   $ 0.65   $ 0.68   $ 0.75   $   2.70
- --------------------------------------------------------------------------------
1995
Revenues                          $331.8   $334.1   $327.0   $343.2   $1,336.1
Operating Income (Loss)           $(80.4)  $ 56.3   $ 57.1   $ 13.7   $   46.7
Income (Loss) Before 
  Extraordinary Charge            $(59.5)  $ 27.0   $ 28.7   $(21.5)  $  (25.3)
Net Income (Loss)                 $(59.5)  $ 27.0   $ 28.7   $(28.5)  $  (32.3)
Earnings (Loss) 
  Per Share                       $(0.90)  $ 0.41   $ 0.43   $(0.43)  $  (0.49)
- --------------------------------------------------------------------------------

</TABLE>


     In 1996, net income increased by $3.5 million or $.05 per share per 
quarter for the first three quarters and $6.9 million or $.10 per share in 
the fourth quarter for settlement gains resulting from lump sum pension 
distributions to employees under the 1995 business restructuring offer.  In 
addition to the settlement gains, a reversal of restructuring liabilities in 
the fourth quarter increased net income $1.5 million or $.02 per share.  Also 
in the fourth quarter, expensing of acquired research and development 
decreased net income by $1.8 million or $.02 per share.

     Net income for the third quarter 1996 increased by $1.6 million or $.02 
per share primarily as a result of a reversal of accrued interest expense 
related to overearnings liabilities.  The increase was partially offset by a 
decrease in net income of $1.3 million or $.02 per share from the expensing 
of acquired in-process research and development.

     Net income for the fourth quarter 1995 was reduced by $61 million or 
$.92 per share primarily as a result of several special items during the 
quarter.  These items include the expensing of acquired research and 
development, a goodwill impairment loss, charges for the termination of an 
interest rate and currency swap agreement, the reduction to market value of 
certain real estate held for sale and an extraordinary charge for early 
extinguishment of debt.

     Net income for the first quarter of 1995 was reduced by $84.1 million or 
$1.27 per share for special charges as a result of a business restructuring 
at CBT and CBI and $1.5 million or $.02 per share for the expensing of 
acquired in-process research and development.

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

16.  ADDITIONAL FINANCIAL INFORMATION

Income Statement


<TABLE>
<CAPTION>

MILLIONS OF DOLLARS     Year Ended December 31    1996         1995         1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S>                                            <C>          <C>          <C>
Taxes other than income taxes:
  Property                                       $33.3        $36.9        $39.1
  Gross receipts                                  17.8         21.0         19.4
  Payroll-related                                 42.2         35.0         33.6
  Other                                            1.7           .8           .7
                                                 -----        -----        -----
    Total                                        $95.0        $93.7        $92.8
                                                 -----        -----        -----
                                                 -----        -----        -----

Interest expense:
  Long-term debt                                 $29.1        $47.0        $46.2
  Short-term debt                                  6.3          4.1          2.9
  Other                                           (1.5)         1.7           .4
                                                 -----        -----        -----
    Total                                        $33.9        $52.8        $49.5

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

</TABLE>



Balance Sheet


<TABLE>
<CAPTION>

MILLIONS OF DOLLARS     at December 31                         1996         1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S>                                                        <C>          <C>
Property, Plant and Equipment, net:
  Telephone plant                                          $1,571.7     $1,503.4
  Accumulated depreciation                                   (716.5)      (634.9)
                                                           --------     --------
    Net telephone plant                                       855.2        868.5
  Other property and equipment                                321.1        282.5
  Accumulated depreciation                                   (190.5)      (157.1)
                                                           --------     --------
    Total                                                  $  985.8     $  993.9
                                                           --------     --------
                                                           --------     --------

Payable and other current liabilities:
  Accounts payable and accrued liabilities                 $  176.2     $  201.2
  Accrued taxes                                                37.9         48.0
  Advance billing and customers' deposits                      39.8         40.5
  Other current liabilities                                    34.2         37.5
                                                           --------     --------
    Total                                                  $  288.1     $  327.2
                                                           --------     --------
                                                           --------     --------

</TABLE>


Statement of Cash Flows


<TABLE>
<CAPTION>

MILLIONS OF DOLLARS     Year Ended December 31                 1996         1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S>                                                           <C>          <C>
Cash paid for:
  Interest (net of amount capitalized)                        $37.3        $46.8
  Income taxes                                                $87.9        $61.6

</TABLE>



                                      41


<PAGE>

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

17. CINCINNATI BELL TELEPHONE COMPANY

     The following summarized financial information is for the Company's 
consolidated wholly owned subsidiary, Cincinnati Bell Telephone Company:

Income Statement


<TABLE>
<CAPTION>

MILLIONS OF DOLLARS     Year Ended December 31    1996         1995         1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S>                                            <C>          <C>          <C>
Revenues                                        $650.8       $624.4       $599.7
Costs and expenses                              $495.1       $630.4       $500.2
Net income (loss)                               $ 92.6       $(11.3)      $ 54.8

</TABLE>


Balance Sheet


<TABLE>
<CAPTION>

MILLION OF DOLLARS      at December 31                         1996         1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S>                                                        <C>          <C>
Current assets                                             $  135.6     $  197.1
Telephone plant-net                                           855.2        880.5
Other noncurrent assets                                        14.7         17.5
                                                           --------     --------
  Total assets                                             $1,005.5     $1,095.1
                                                           --------     --------
                                                           --------     --------

Current liabilities                                        $  154.3     $  219.3
Noncurrent liabilities                                        179.1        204.3
Long-term debt                                                221.5        233.9
Shareowner's equity                                           450.6        437.6
                                                           --------     --------
  Total liabilities and shareowner's equity                $1,005.5     $1,095.1
                                                           --------     --------
                                                           --------     --------
</TABLE>


     Results for 1996 include $28.5 million of settlement gains resulting 
from lump sum pension distributions to retiring employees and the reversal of 
restructuring liabilities for the 1995 business restructuring.  These items 
increased net income by $18.2 million.  In addition, a reversal of $2.5 
million of accrued interest expense related to overearnings liabilities 
increased net income by $1.6 million.

     Results for 1995 include $121.7 million of special charges for 
restructuring operations which reduced net income by $77.5 million.

Results for 1994 include $3.6 million of special charges related to a 
voluntary separation incentive program for certain senior managers.  These 
charges reduced net income by $2.3 million.  Also in 1994, net income was 
reduced $2.4 million for a change in accounting for employee postemployment 
benefits (SFAS 112).

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

18.  BUSINESS SEGMENT INFORMATION

     The Company's segment information is as follows:


<TABLE>
<CAPTION>

MILLIONS OF DOLLARS     Year Ended December 31    1996         1995         1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>
Revenues
  Telephone Operations                        $  650.8     $  624.4     $  599.7
  Information Systems                            479.8        373.9        343.8
  Teleservices                                   367.1        271.1        226.1
  Other                                          154.5        133.9        127.2
  Corporate                                         .4          2.7          2.4
  Intersegment                                   (78.9)       (69.9)       (71.0)
                                              --------     --------     --------
    Total                                     $1,573.7     $1,336.1     $1,228.2
                                              --------     --------     --------
                                              --------     --------     --------

Intersegment Revenues
  Telephone Operations                        $   23.5     $   23.0     $   23.6
  Information Systems                             45.3         39.4         40.5
  Teleservices                                     4.2          2.5          2.1
  Other                                            5.6          2.3          2.4
  Corporate                                         .3          2.7          2.4
                                              --------     --------     --------
    Total                                     $   78.9     $   69.9     $   71.0
                                              --------     --------     --------
                                              --------     --------     --------

OPERATING INCOME (LOSS) AS REPORTED
  Telephone Operations                        $  155.7     $   (6.0)    $   99.5
  Information Systems                             75.5         38.5         27.1
  Teleservices                                    43.7         (7.3)        22.6
  Other                                           32.0         29.6         20.2
  Corporate and Eliminations                       (.4)        (8.1)        (4.0)
                                              --------     --------     --------
    Total                                     $  306.5     $   46.7     $  165.4
                                              --------     --------     --------
                                              --------     --------     --------

OPERATING INCOME (LOSS) 
 EXCLUDING SPECIAL ITEMS
  Telephone Operations                        $  127.2     $  115.7     $  103.1
  Information Systems                             78.5         46.0         27.1
  Teleservices                                    45.7         32.3         22.6
  Other                                           32.0         29.6         20.2
  Corporate and Eliminations                      (1.6)         1.8         (1.9)
                                              --------     --------     --------
    Total                                     $  281.8     $  225.4     $  171.1
                                              --------     --------     --------
                                              --------     --------     --------

Assets
  Telephone Operations                        $1,005.5     $1,095.1     $1,113.3
  Information Systems                            270.2        268.2        246.4
  Teleservices                                   299.5        235.6        262.7
  Other                                           51.3         38.5         39.5
  Corporate and Eliminations                      44.4        (45.7)        61.5
                                              --------     --------     --------
    Total                                     $1,670.9     $1,591.7     $1,723.4
                                              --------     --------     --------
                                              --------     --------     --------

Capital Additions (including
 acquisitions)
  Telephone Operations                        $  101.4     $   90.3     $  112.8
  Information Systems                             43.5         47.0         20.2
  Teleservices                                    70.9         27.0         11.7
  Other and Corporate                              5.0          2.5         11.5
                                              --------     --------     --------
    Total                                     $  220.8     $  166.8     $  156.2
                                              --------     --------     --------
                                              --------     --------     --------

Depreciation and Amortization 
  Telephone Operations                        $  116.6     $  113.0     $  110.6
  Information Systems                             32.2         30.3         26.4
  Teleservices                                    19.6         15.6         13.6
  Other and Corporate                              4.4          3.3          3.5
                                              --------     --------     --------
    Total                                     $  172.8     $  162.2     $  154.1
                                              --------     --------     --------
                                              --------     --------     --------

</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.


                                      42


<PAGE>
     Capital additions include $55.9 million and $46.4 million of 
acquisitions in 1996 and 1995, respectively.

     Revenues from foreign sources and assets denominated in foreign 
currencies at December 31, 1996, were 6% and 5%, respectively, of 
consolidated totals.


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
19.  MAJOR CUSTOMER

     Each of the Company's major subsidiaries derives significant revenues 
from AT&T and its affiliates (AT&T) by providing network services, 
customer-care and billing systems, and teleservices.  Revenues from AT&T, 
including network access revenues, were 25%, 26% and 23% of the Company's 
consolidated revenues for 1996, 1995 and 1994, respectively.

     In February 1997, CBT and AT&T announced that they intend to extend 
their strategic relationship for the marketing and provisioning of 
telecommunications services in the Cincinnati area.  The companies have 
agreed in principle and jointly executed a memorandum of understanding to 
continue to work together toward a multi-year agreement on the basis of 
mutual benefit.  Significant work remains to turn the understanding into a 
contract satisfactory to CBT.  This agreement does not involve AT&T's 
relationship with the Company's other subsidiaries.


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
20.  CONTINGENCIES

     The Company, which has a 45% interest in a cellular partnership, has 
been seeking to dissolve the partnership because of recent changes in the 
structure of the telecommunications industry, including the enactment of the 
Telecommunications Act of 1996.  These changes have positioned the 
partnership in direct competition with its two major partners, including the 
Company, creating irreconcilable conflict of interest among them.

     In February 1997, the Delaware Supreme Court affirmed a lower court 
ruling which denied the Company's motion to dissolve the partnership.  The 
Company's share of partnership income was $11.6 million in 1996 and its 
investment at December 31, 1996, was $54.4 million.  The future earnings of 
the partnership and the ability of the Company to realize the market value of 
its investment are uncertain.

     In November 1996, the cellular partnership sued the Company seeking a 
declaratory judgment that the Company be denied the opportunity to provide 
PCS services and be required to withdraw from the partnership.  After the 
Company was the successful bidder for a PCS license, the partnership's general 
partner wrote a letter to the Company contending that event constituted a 
withdrawal of the Company from the partnership.  The Company believes that 
none of its actions conflict with its partnership interest and that it 
continues to be a limited partner in good standing in the partnership.  The 
matter is before the Delaware Chancery Court.

     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>








                                    (21)


<PAGE>

                                                                  Exhibit 21
                                                                      to
                                                              Form 10-K for 1996


                          Subsidiaries of the Registrant
                              (as of March 27, 1997)


                                                                      State of
Subsidiary                                                         Incorporation
- ----------                                                         -------------

Cincinnati Bell Telephone Company                                       Ohio

     Cincinnati Bell Telecommunications Systems Inc.                    Ohio

Cincinnati Bell Information Systems Inc.                                Ohio

Cincinnati Bell Long Distance Inc.                                      Ohio

Cincinnati Bell Supply Company                                          Ohio

MATRIXX Marketing Inc.                                                  Ohio

Cincinnati Bell Directory Inc.                                          Ohio

Cincinnati Bell Cellular Systems Company                                Ohio

Cincinnati Bell Finance Inc.                                          Delaware







<PAGE>

(Exhibit 23)




                                      (23)


<PAGE>

                                                                   EXHIBIT 23
                                                                       TO
                                                              FORM 10-K FOR 1996




CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in the registration statements of
Cincinnati Bell Inc. on Form S-8 (File No. 33-39385), Form S-8 (File No. 33-
29332), Form S-8 (File No. 33-60209), 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 14, 1997 on our audits of
the consolidated financial statements and financial statement schedules of
Cincinnati Bell Inc. as of December 31, 1996 and 1995, and for each of the three
years in the period ended December 31, 1996, which report is incorporated by
reference in this Annual Report on Form 10-K.


/s/Coopers & Lybrand L.L.P.


Coopers & Lybrand L.L.P.


Cincinnati, Ohio
March 27, 1997

 





<PAGE>


                                      (24)


<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 for the year ended December 31, 1996; 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
17th day of March, 1997.



                                             /s/ John T. LaMacchia
                                             ----------------------------------
                                             John T. LaMacchia
                                             Director


STATE OF OHIO       )
                    )SS:
COUNTY OF HAMILTON  )

          On the 17th day of March, 1997, 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 17th day of March, 1997.


                                             /s/ Mary Janet Edwards
                                             ----------------------------------
                                             Notary Public


                                             MARY JANET EDWARDS
                                             Notary Public, State of Ohio
                                             My Commission Expires Feb. 11, 2002


<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 for the year ended December 31, 1996; 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
17th day of March, 1997.



                                             /s/ John F. Barrett
                                             ----------------------------------
                                             John F. Barrett
                                             Director


STATE OF OHIO       )
                    )SS:
COUNTY OF HAMILTON  )

          On the 17th day of March, 1997, 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 17th day of March, 1997.


                                             /s/ James W. Carpenter
                                             ----------------------------------
                                             Notary Public


                                             JAMES W. CARPENTER
                                             NOTARY PUBLIC, STATE OF OHIO
                                             LIFETIME COMMISSION


<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 for the year ended December 31, 1996; 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
17th day of March, 1997.



                                             /s/ Phillip R. Cox
                                             ----------------------------------
                                             Phillip R. Cox
                                             Director


STATE OF OHIO       )
                    )SS:
COUNTY OF HAMILTON  )

          On the 17th day of March, 1997, personally appeared before me Phillip
R. Cox, 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 17th day of March, 1997.


                                             /s/ Mary Janet Edwards
                                             ----------------------------------
                                             Notary Public


                                             MARY JANET EDWARDS
                                             Notary Public, State of Ohio
                                             My Commission Expires Feb. 11, 2002


<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 for the year ended December 31, 1996; 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
17th day of March, 1997.



                                             /s/ William A. Friedlander
                                             ----------------------------------
                                             William A. Friedlander
                                             Director


STATE OF KENTUCKY        )
                         )SS:
STATE AT LARGE           )

          On the 17th day of March, 1997, 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 17th day of March, 1997.


                                             /s/ C. Bell
                                             ----------------------------------
                                             Notary Public


CHARLENE J. BELL
Notary Public, Kentucky State at Large
My Commission Expires Feb. 7, 2000


<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 for the year ended December 31, 1996; 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
17th day of March, 1997.



                                             /s/ Roger L. Howe
                                             ----------------------------------
                                             Roger L. Howe
                                             Director


STATE OF OHIO       )
                    )SS:
COUNTY OF CLERMONT   )

          On the 17th day of March, 1997, personally appeared before me Roger L.
Howe, 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 17th day of March, 1997.


                                             /s/ Florence M. Isaac
                                             ----------------------------------
                                             Notary Public


                                             FLORENCE M. ISAAC
                                             Notary Public, State of Ohio
                                             My Commission Expires Nov. 1, 1999


<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 for the year ended December 31, 1996; 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
17th day of March, 1997.



                                             /s/ Robert P. Hummel
                                             ----------------------------------
                                             Robert P. Hummel
                                             Director


STATE OF OHIO       )
                    )SS:
COUNTY OF HAMILTON  )

          On the 17th day of March, 1997, 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 17th day of March, 1997.


                                             /s/ Mary Janet Edwards
                                             ----------------------------------
                                             Notary Public


                                             MARY JANET EDWARDS
                                             Notary Public, State of Ohio
                                             My Commission Expires Feb. 11, 2002


<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 for the year ended December 31, 1996; 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
17th day of March, 1997.



                                             /s/ James D. Kiggen
                                             ----------------------------------
                                             James D. Kiggen
                                             Director


STATE OF OHIO       )
                    )SS:
COUNTY OF HAMILTON  )

          On the 17th day of March, 1997, 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 17th day of March, 1997.


                                             /s/ Mary Janet Edwards
                                             ----------------------------------
                                             Notary Public


                                             MARY JANET EDWARDS
                                             Notary Public, State of Ohio
                                             My Commission Expires Feb. 11, 2002


<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 for the year ended December 31, 1996; 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
17th day of March, 1997.



                                             /s/ Charles S. Mechem, Jr.
                                             ----------------------------------
                                             Charles S. Mechem, Jr.
                                             Director


STATE OF OHIO       )
                    )SS:
COUNTY OF HAMILTON  )

          On the 17th day of March, 1997, personally appeared before me Charles
S. Mechem, 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 17th day of March, 1997.


                                             /s/ Mary Janet Edwards
                                             ----------------------------------
                                             Notary Public


                                             MARY JANET EDWARDS
                                             Notary Public, State of Ohio
                                             My Commission Expires Feb. 11, 2002


<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 for the year ended December 31, 1996; 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
17th day of March, 1997.



                                             /s/ Mary D. Nelson
                                             ----------------------------------
                                             Mary D. Nelson
                                             Director


STATE OF OHIO       )
                    )SS:
COUNTY OF HAMILTON  )

          On the 17th day of March, 1997, 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 he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

          Witness my hand and official seal this 17th day of March, 1997.


                                             /s/ Mary Janet Edwards
                                             ----------------------------------
                                             Notary Public


                                             MARY JANET EDWARDS
                                             Notary Public, State of Ohio
                                             My Commission Expires Feb. 11, 2002


<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 for the year ended December 31, 1996; 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
17th day of March, 1997.



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


STATE OF OHIO       )
                    )SS:
COUNTY OF HAMILTON  )

          On the 17th day of March, 1997, personally appeared before me James F.
Orr, 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 17th day of March, 1997.


                                             /s/ Mary Janet Edwards
                                             ----------------------------------
                                             Notary Public


                                             MARY JANET EDWARDS
                                             Notary Public, State of Ohio
                                             My Commission Expires Feb. 11, 2002


<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 for the year ended December 31, 1996; 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
17th day of March, 1997.



                                             /s/ Brian H. Rowe
                                             ----------------------------------
                                             Brian H. Rowe
                                             Director


STATE OF OHIO       )
                    )SS:
COUNTY OF HAMILTON  )

          On the 17th day of March, 1997, personally appeared before me Brian H.
Rowe, 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 17th day of March, 1997.


                                             /s/ Mary Janet Edwards
                                             ----------------------------------
                                             Notary Public


                                             MARY JANET EDWARDS
                                             Notary Public, State of Ohio
                                             My Commission Expires Feb. 11, 2002


<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 for the year ended December 31, 1996; 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
17th day of March, 1997.



                                             /s/ David B. Sharrock
                                             ----------------------------------
                                             David B. Sharrock
                                             Director


STATE OF OHIO       )
                    )SS:
COUNTY OF HAMILTON  )

          On the 17th day of March, 1997, 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 17th day of March, 1997.


                                             /s/ Mary Janet Edwards
                                             ----------------------------------
                                             Notary Public


                                             MARY JANET EDWARDS
                                             Notary Public, State of Ohio
                                             My Commission Expires Feb. 11, 2002



<TABLE> <S> <C>


<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                            2000
<SECURITIES>                                         0
<RECEIVABLES>                                   326700
<ALLOWANCES>                                     11700
<INVENTORY>                                      17300
<CURRENT-ASSETS>                                390600
<PP&E>                                         1892800
<DEPRECIATION>                                  907000
<TOTAL-ASSETS>                                 1670900
<CURRENT-LIABILITIES>                           512300
<BONDS>                                         279500
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         67600
<OTHER-SE>                                      566800
<TOTAL-LIABILITY-AND-EQUITY>                   1670900
<SALES>                                              0
<TOTAL-REVENUES>                               1573700
<CGS>                                                0
<TOTAL-COSTS>                                  1267200
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                  9000
<INTEREST-EXPENSE>                               33900
<INCOME-PRETAX>                                 284700
<INCOME-TAX>                                     99700
<INCOME-CONTINUING>                             185000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    185000
<EPS-PRIMARY>                                     2.70
<EPS-DILUTED>                                     2.68
        

</TABLE>