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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC  20549

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

                                    FORM 8-K

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


Date of report (Date of earliest event reported)       March 3, 1997
                                                --------------------------------


                              CINCINNATI BELL INC.
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               (Exact Name of Registrant as Specified in Charter)


            Ohio                     1-8519                     31-1056105
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(State or Other Jurisdiction       (Commission              (IRS Employer
 of Incorporation)                  File Number)            Identification No.)


     201 East Fourth Street, Cincinnati, Ohio                    45202
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(Address of Principal Executive Offices)                       (Zip Code)


Registrant's telephone number, including area code:  513-397-9900
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


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ITEM 5.   OTHER EVENTS.

A.   SHAREHOLDER RIGHTS PLAN

     On March 3, 1997, the Board of Directors of Cincinnati Bell Inc. (the
"Corporation") adopted a Shareholder Rights Plan and declared that a dividend of
one right (the "Rights") on each of the Corporation's outstanding Common Shares,
par value $1.00 per share (the "Common Shares") be distributed as soon as
practicable to holders of record of the Common Shares issued and outstanding at
the close of business on May 2, 1997 (the "Record Date").  Each Right represents
the right to purchase one one-hundredth of a Series A Preferred Share of the
Corporation, upon the terms and subject to the conditions set forth in the
Rights Agreement adopted by the Board at such meeting.


EXHIBIT:

99   Press Release announcing Shareholder Rights Plan, dated March 3, 1997.



                                    SIGNATURE

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


                                   CINCINNATI BELL INC.


                                   By: /s/ BRIAN C. HENRY
                                      -------------------------------------
                                   Brian C. Henry, Executive Vice President &
                                   Chief Financial Officer

Date:  April 29, 1997





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NEWS                                                             CINCINNATI BELL

Contract: Wayne Buckhout
          Manager--Corporate Communications
          (513) 397-1081

            CINCINNATI BELL DIRECTORS APPROVE SHAREOWNER RIGHTS PLAN

                                                           FOR IMMEDIATE RELEASE

     CINCINNATI, OHIO, March 3, 1997--Directors of Cincinnati Bell Inc.
(NYSE:CSN) today adopted a shareowner rights plan, updating a similar plan that
expired last November.

     The new plan, like its predecessor, is designed to deter coercive or unfair
takeover tactics in the event of an unsolicited acquisition proposal. It will 
give Cincinnati Bell's Board of Directors greater flexibility to protect 
shareowner interests under such circumstances, and could prevent an acquirer 
from gaining control of Cincinnati Bell without offering fair and equal 
treatment to all Cincinnati Bell shareowners.

     Charles S. Mechem, Jr., Chairman of Cincinnati Bell, said "The adoption of 
this plan is consistent with our goal of maximizing long-term total return 
for all of our shareowners. The Board believes this plan will discourage 
actions in the open market that might not be in the best interests of our 
shareowners, or that would benefit some of our shareowners more than others."

     In approving the plan, the Board also declared a dividend of one preferred-

share purchase right for each outstanding Cincinnati Bell common share owned on
May 2, 1997. The rights expire in 10 years. They cannot be exercised, or 
transferred apart from common shares, unless a person or group acquires 15
percent or more of Cincinnati Bell's outstanding common shares.

     The Board is not aware of any current circumstances that would invoke
provisions of the rights plan. No shareowner owns 15 percent or has indicated
intentions to acquire 15 percent of Cincinnati Bell's shares.

     The plan will take effect May 2. A letter with more information about the
plan will be mailed to all shareholders in May.

     Cincinnati Bell is the leader in helping communications companies and
marketing-intensive businesses worldwide compete more effectively through
advanced billing, customer information and marketing solutions, as well as the
premier provider of communications services in Greater Cincinnati.

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