<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, 1997

                                         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 27, 1998, there were 136,420,671 common shares outstanding.

     At February 27, 1998, the aggregate market value of the voting shares owned
by non-affiliates was $4,881,216,544.

     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, 1997 (Parts I, II and IV)

(2)  Portions of the registrant's definitive proxy statement dated March 12,
1998 issued in connection with the annual meeting of shareholders (Part III)


<PAGE>

                                 TABLE OF CONTENTS
                                          

                                       PART I
                                          


<TABLE>
<CAPTION>

     Item                                                                        Page
     ----                                                                        ----
     <S>                                                                         <C>
     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 .......................................................   20

     6.   Selected Financial Data ..............................................   20

     7.   Management's Discussion and Analysis of  Financial Condition
          and Results of Operations ............................................   20

     8.   Financial Statements and Supplementary Data ..........................   20

     9.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure .............................................   20
                                          
                                      PART III

     10.  Directors and Executive Officers of Registrant .......................   20

     11.  Executive Compensation ...............................................   20

     12.  Security Ownership of Certain Beneficial Owners and Management........   20

     13.  Certain Relationships and Related Transactions .......................   20
                                          
                                      PART IV
                                          
     14.  Exhibits, Financial Statement Schedule, and Reports on Form 8-K ......   21

</TABLE>


     See page 18 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 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 communications services segment, consisting of Cincinnati 
Bell Telephone Company ("CBT"), Cincinnati Bell Long Distance Inc. ("CBLD"), 
Cincinnati Bell Directory Inc. ("CBD"), Cincinnati Bell Supply Company 
("CBS") and Cincinnati Bell Wireless Company ("CBW"), provides local 
telephone exchange services and products in Greater Cincinnati, long distance 
services, yellow pages and directory services, and telecommunications 
equipment.  CBW was formed during the fourth quarter of 1997 for the purpose 
of providing customers in the Greater Cincinnati and Dayton markets advanced 
digital personal communications services ("PCS"), voice, paging, e-mail 
messaging, other features and associated products.  

     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. 

     Each of CBIS, MATRIXX and CBT has growth strategies in its respective 
markets. 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 growing communications and 
cable/broadband industries. MATRIXX's strategy is to develop long-term 
strategic outsourcing relationships for customer management services in 
support of large clients in the telecommunications, technology, financial 
services, consumer products and direct response industries.  CBT's strategy 
is to be the leading full-service provider of communications services and 
products in Greater Cincinnati by leveraging off its well-regarded brand 
name, excellent service record and tradition of quality to market bundled 
communications, information, data and entertainment services.

                                     1


<PAGE>

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 primarily large corporations in the 
U.S. communications industry. CBIS accounted for approximately 30% of the 
Company's 1997 consolidated revenues and 34% 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 "PCS" businesses.  Recently, subscriber growth in the domestic 
wireless industry has averaged about 25% per year.  CBIS's billing systems 
serve many of the top wireless carriers. They generate bills for wireless 
telephone customers in each of the top 50 U.S. metropolitan areas. CBIS's 
service bureaus generated billing information for monthly customer statements 
for approximately 30% of U.S. wireless subscribers in 1997. CBIS's revenue 
from wireless clients increased from $144 million in 1993 to $366 million in 
1997.  

     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 
offers service bureau billing services to the cable television industry. 

     During 1997, CBIS entered into a strategic relationship with Wiztec 
Solutions Ltd. ("Wiztec") (which included acquiring a minority ownership 
interest in, and the option to acquire a majority ownership interest in, 
Wiztec), which added billing capabilities for CBIS in the global and direct 
broadcast satellite marketplaces.  In addition, CBIS entered into another 
strategic relationship to add billing capabilities for consolidated Internet 
services.

     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. 


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 results 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 16 million bills per month, including 
approximately 700,000 bills generated for CBT. CBIS's computers process over 
465 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. 

                                      2


<PAGE>

     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 three largest clients, other than CBT, are AT&T, 
360(cents) Communications and Ameritech Corporation which collectively 
accounted for approximately 62% of CBIS's 1997 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 1997, CBIS 
signed a contract extension with CBT to extend its contract until 2006.  
Another client (whom the Company had earlier reported might terminate its 
relationship with CBIS), representing approximately 7% of CBIS's 1997 
revenues, committed to renew the relationship through August 2004.  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 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 
may renegotiate one or more major contracts in 1998 exchanging lower prices 
for longer contract terms and a broader relationship.  The negotiations could 
negatively impact future results.

     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

     The wireless industry's subscriber base exceeded 53 million at the end 
of 1997. At the end of 1997, CBIS's data centers generated billing 
information for more than 16 million monthly customer statements for wireless 
subscribers. Billing and customer-care for wireless and wireless-related 
telecommunications services in North America accounted for more than 66% of 
CBIS's 1997 total revenue.

     A significant amount of CBIS' growth is directly related to increased 
wireless subscribers in the United States.  As the installed base of wireless 
customers becomes larger, growth rates should decrease.  Additionally, 
certain international network management system development projects are 
nearing completion causing a need for new sources of revenues to achieve 
growth.

COMPETITION

     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, Saville Systems, Inc., LHS, Inc. and ITDS, 
Inc. Niche providers 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 

                                       3


<PAGE>

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.

YEAR 2000

     CBIS will incur a substantial amount of Year-2000 programming costs 
because it is reliant on information systems software and equipment.  These 
costs will likely be in the range of $15 million to $20 million in 1998, and 
are expected to be lower in 1999.  The demand for programming resources to 
address the Year 2000 issue worldwide could constrain CBIS's ability to hire 
and retain the required resources and lead to increased labor costs for 
programming talent. CBIS believes that its ability to maintain a leadership 
position in the technological development of billing systems will be critical 
to its future.

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 has 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.  PrimeCo Personal 
Communications L.P. ("PrimeCo"), a wireless partnership among AirTouch, Bell 
Atlantic Corporation and U S West Media Group, has an agreement with CBIS for 
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.  CBIS has an exclusive 
customer-care and billing contract with Sprint PCS, a wireless partnership 
among Sprint Corporation, Tele-Communications, Inc., 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. 

TELESERVICES

MATRIXX Marketing Inc. 

GENERAL

     During the fourth quarter of 1997, MATRIXX announced agreements to 
acquire AT&T's teleservices unit, AT&T Solutions Customer Care ("Transtech"), 
and the teleservices assets of Maritz, Inc.  With the consummation of these 
acquisitions in the first quarter of 1998, MATRIXX became the teleservices 
industry leader. MATRIXX provides a full range of customer service, sales 
support, help desk and teleservices solutions to major companies in its 
targeted industries. In 1997, MATRIXX accounted for 

                                       4


<PAGE>

approximately 24% of the Company's consolidated revenue and 14% 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 has 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. 

     During the second half of 1997, the traditional market sector 
experienced softness.  As a result, to enhance services to its clients, 
improve productivity, and better position itself for further growth, MATRIXX 
announced a restructuring plan in the fourth quarter and recorded a 
restructuring charge of $35 million.  The changes from the restructuring plan 
are expected to contribute $10 million in annual savings when fully 
implemented.

     During 1997 MATRIXX opened three new call centers and announced the plan 
to restructure its operations to achieve increased productivity in customer 
focus. With the acquisition of Transtech and Maritz, MATRIXX operates 32 
North American and 2 international call centers with over 14,000 available 
production workstations and approximately 25,000 customer-care 
representatives, including full-time and part-time employees and contract 
workers. 

     MATRIXX is headquartered in Cincinnati. It operates domestic call 
centers in Ohio, Utah, Colorado, Arizona, Wisconsin, Nebraska, Oklahoma, 
Missouri, Florida, California, Tennessee, North Carolina and Texas and 
international call centers in Paris, France, Newcastle, England, and 
Winnipeg, Canada. 

RECENT DEVELOPMENTS

     On January 8, 1998, MATRIXX acquired the teleservices assets of Maritz 
Inc. which had revenues of approximately $50 million in 1997.  The 
acquisition is expected to increase MATRIXX's revenues in 1998 and have an 
immaterial impact on earnings.

     On March 3, 1998, MATRIXX acquired Transtech for approximately $625 
million.  The acquisition will initially be financed through short-term debt. 
The acquired operations had revenues of approximately $400 million in 1997.  
The acquisition and related financing is expected to have a dilutive effect 
on 1998 earnings and will further increase MATRIXX's concentration of 
revenues from its three largest clients.  The acquisition will nearly double 
the size of MATRIXX, making it the world's largest provider of outsourced 
teleservices.  A successful integration of Transtech's operations with those 
of MATRIXX is important for the Company to achieve its business objectives. 

                                       5


<PAGE>


BUSINESS

     MATRIXX provides two categories of teleservices. Traditional services 
offers 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 outsourced services are 
interactive voice response, Internet E-mail response, research and database 
management. Based on 1997 revenues, approximately 75% 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. 

     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 1997 were 
DIRECTV-Registered Trademark-, AT&T and American Express Company, which 
collectively accounted for approximately 36% of 1997 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. 

     The market for outsourced teleservices, including automated services, is 
approximately $6 billion.  In addition, industry sources estimate 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. 

     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 its marketing expertise and technological resources enable it to deal 
with increasingly complex customer interactions. 

                                       6


<PAGE>

COMPETITION

     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., 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 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.

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. 

YEAR 2000

     MATRIXX has begun to incur costs in response to the Year 2000 issue.  
These costs are expected to be in a range of $12 to $18 million in 1998, 
including approximately $8 to $10 million for Transtech.  MATRIXX's Year 2000 
costs are expected to be lower in 1999.

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 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 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. 

                                       7


<PAGE>

COMMUNICATIONS SERVICES

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 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 
principally four counties of southwestern Ohio, principally six counties in 
northern Kentucky and parts of two counties in southeastern Indiana.  
Approximately 82% of intrastate revenues are derived from Ohio sources, 18% 
from Kentucky and minor amounts from Indiana.  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. In 1997, CBT provided 37% of the Company's revenue and 39% of its 
operating income excluding special items.

     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 1997 CBT averaged only 1.18 trouble 
reports per 100 customer lines per month.  In 1996 (latest information 
available) comparable RBOC rates ranged from 1.22 to 2.74, and the rate for 
selected independent telephone companies ranged from 1.91 to 3.19.  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 $885 million to 
upgrade its plant and equipment with modern technology. Of its network access 
lines, 97% 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. 

RECENT DEVELOPMENTS

     On February 2, 1998, the Company announced that it had reached a 
multi-year renewal of agreements between CBT and AT&T under which the 
companies provide services to each other.  Revenues from the new agreements 
are expected to be less than 5% of the segment's annual revenues.

     On March 19, 1998, CBT reached a settlement of its Ohio alternative 
regulation case.  The Public Utilities Commission of Ohio (the "PUCO") must 
approve the settlement before it is effective.  For details regarding the 
settlement, see "Cincinnati Bell Telephone Company - Regulation - Ohio."

BUSINESS

     On December 31, 1997, CBT had approximately 1,005,000 network access 
lines in service, an increase of 4.9% or 47,000 lines from December 31, 1996. 
Approximately 68% of CBT's network access lines serve residential customers 
and 32% 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 Internet access, home 
offices and increased voice communications use.  In 1997, additional lines 
accounted for more than 56% of residential lines added during the year. As of 
December 31, 1997, approximately 11% of CBT's residential customers had 
additional access lines.  CBT expects strong growth in additional lines to 
continue. 

                                       8


<PAGE>

     Approximately 97% 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 1,500 miles of fiber optic cable 
throughout the network.  This fiber cable provides SONET self-healing optical 
rings to eight business districts and 17 customer-specific applications, 
connections between switching offices, and local loop facilities.

     CBT provides voice, data and video transmission, custom calling 
services, public telephone services and billing services.  CBT is bundling 
various of its services to provide customers with a packaged solution to 
their communication needs.  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.  CBT sells and installs direct broadcast satellite ("DBS") 
services and equipment under an agreement with DIRECTV-Registered Trademark-, 
United States Satellite Broadcasting Co. and certain DBS equipment vendors, 
and was one of the first local exchange telephone companies in the nation to 
introduce an Internet access service for its residential and small business 
customers.  During 1997 CBT significantly grew its FUSE Internet access 
service to become the largest Internet access provider in the Cincinnati 
market.  CBT has introduced high-capacity local area network interconnection 
services and ISDN services.  CBT is also expanding its presence in the data 
network solutions arena, offering project management, installation, 
maintenance, monitoring and Internet/intranet solutions to its customers.  
CBT is presently performing market trials on digital subscriber line 
technology, which holds the promise of high-speed data communications.  These 
new services demonstrate CBT's ability to innovate and adapt to emerging 
trends in telecommunications. 

     Local services generated approximately 58% of CBT's revenues in 1997.  
The increasingly competitive network access and toll services generated 29% 
of CBT's 1997 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." 

REGULATION

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

     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 were
limited to one or more of those segments, including local exchange, long
distance, wireless, cable television and information services, can enter the
other segments to compete with the incumbent providers and other new entrants. 

                                       9


<PAGE>

FEDERAL - CBT's operations are greatly impacted by the Telecommunications Act 
of 1996 (the "Act") and rules and regulations thereunder.  The Act requires 
incumbent LECs, such as 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.  Beginning in 1996, the FCC adopted orders implementing the Act's 
provisions to open local exchange service markets to competition.  

     On August 8, 1996, the FCC issued its order on interconnection, the 
first of three significant rulings that will determine the ground rules for 
local exchange competition.  CBT and several other incumbent LECs sought 
review of this order by the United States Court of Appeals on the grounds 
that the order is inconsistent with the requirements of the Act.  On July 18, 
1997, the Court of Appeals issued its decision on this matter stating that 
the FCC rules exceeded the FCC's authority under the Act in several areas.  
Among other things, the Court rejected the FCC pricing guidelines and the 
"pick and choose" rule which would have allowed new entrants to select the 
most favorable provisions of interconnection arrangements.  The Court did 
affirm the obligation of incumbent LECs to let rival companies use their 
electronic ordering systems and various elements of their network.  On 
October 14, 1997, the Court issued an order that vacated the portion of the 
FCC's interconnection rules that required incumbent LECs to combine unbundled 
network elements for interconnectors.  With the Court of Appeals decision, 
which has been appealed by the FCC to the U. S. Supreme Court which has 
granted certiorari, these issues on interconnection and pricing presently 
fall into the state jurisdiction, the effects of which on CBT cannot yet be 
determined.

     On May 7, 1997, the FCC adopted orders on access charge reform and a new 
universal service program.  The access charge reform order generally removed 
from minute-of-use access rates, costs that are not incurred on a 
per-minute-of-use basis.  The order also adopted changes to the interstate 
rate structure for transport services which are designed to move the charges 
for these services to more cost-based levels.  The universal service order 
reformed the existing system of universal service in a manner that will 
permit local telephone markets to move to a competitive arena.  The order 
provides continued support to low-income consumers and will help to connect 
eligible schools, libraries and rural health care providers to the global 
telecommunications network.  Several parties have filed cases with the Court 
on various issues within these two orders. Given the ongoing regulatory and 
judicial developments in these areas, it is not yet possible to determine the 
impact of the Act and related FCC regulations on CBT operations.

     Effective July 1, 1997, CBT's price cap tariff filing was approved by 
the FCC without suspension.  This means CBT's interstate access and toll 
prices will be regulated, rather than its earnings.  Prices will be capped or 
indexed annually based on the difference of inflation, as measured by the 
GDP-PI, a 6.5% productivity offset and exogenous cost adjustments.  The FCC 
retained provisions that allow carriers earning less than a 10.25% rate of 
return to adjust their indices to reflect the 10.25% level.  The election of 
price caps will better enable CBT to meet the challenges being faced in the 
new competitive environment.  CBT and Citizens Utilities have filed petitions 
for reconsideration with the FCC to revisit the establishment of the 6.5% 
productivity offset.  In addition, several appeals have been filed with the 
U.S. Court of Appeals regarding the order establishing the 6.5% productivity 
offset. At this time, the impact of the petition for reconsideration and the 
appeals cannot be determined.

OHIO - Beginning in 1997, CBT has begun to see competition under the PUCO's 
local service guidelines.  The ultimate impact of the increased competition 
will depend upon court rulings and the results of CBT's alternative 
regulation proceeding.  A number of entities have requested interconnection 
arrangements with CBT to date.  CBT has negotiated interconnection 
arrangements with five wireless carriers (Airtouch, Ameritech Cellular, GTE 
Wireless, AT&T Wireless, and Nextel Wireless).  On August 7, 1997, CBT filed 
a two year interconnection agreement with Time Warner Communications with the 
PUCO.  Two additional negotiated agreements (with Intermedia Communications 
and TCG of Ohio) were completed and filed with the PUCO in the fourth quarter 
of 1997.  The agreements set terms by which these companies will 

                                       10


<PAGE>

connect to CBT's network, including how calls will be exchanged and how each 
company will be compensated. 

     In August 1997, the PUCO issued decisions in arbitration cases involving 
CBT and MCI and IntelCom Group (ICG).  These rulings set terms, prices and 
conditions for connection with CBT's network.  Revised interconnection 
agreements between CBT and these companies have been filed, and both 
companies are proceeding with plans to offer local service in Ohio.  MCI's 
agreement includes terms for MCI to resell CBT's communications services, as 
well as for MCI to be a facilities-based competitor.

     On February 5, 1997, CBT filed an application with the PUCO seeking 
approval of a new alternative regulation plan called "Commitment 2000" to 
supersede an existing plan which expired in May 1997.  On March 19, 1998, CBT 
reached a settlement of this case. The settlement was finalized in 
negotiations with the PUCO staff, the Office of Consumers Counsel and parties 
involved in CBT's Commitment 2000 proceedings.  The settlement must be 
approved by the PUCO before it is effective.

     Under the terms of the settlement, CBT will:  (i) maintain basic 
residential service rates until July 2001; (ii) set business rates based on 
market conditions; (iii) continue to provide telecommunications services for 
resale to competitive local service providers in Ohio; (iv) reduce 
residential rates for qualified, low-income customers by approximately 30%; 
(v) provide a larger toll-free calling area; and (vi) include Touch-Tone as 
part of all customers' basic telephone service.

     Under the settlement, rates that business customers pay will decline by 
$4 million.  The exact amount of the decrease will depend on the number of 
additional features that each business has activated with rates for customers 
with basic line and trunk access to CBT's network decreasing an average of 
3.5% for business customers.

     Access charges, the amount paid by long distance companies to use CBT's 
network, also would decrease under terms of the settlement by $8 million 
during the next nine months.  Approximately $4.2 million of the rate 
reduction will occur upon implementation of the plan with the remainder 
occurring on January 1, 1999.  Under terms of the agreement, AT&T and MCI 
would be required to pass through their portion of the access charge savings 
in the form of lower long distance rates.

     The settlement also transitions CBT to a more flexible form of 
regulation. In particular, the settlement means that CBT would no longer be 
constrained by rate-of-return or earnings-monitored regulation.  It does not 
include productivity offsets and provides for reasonable service-quality 
requirements. The resale of CBT's services in Ohio would continue at current 
Ohio discount rates of 11.92% or 12.62%, depending on whether the reseller 
provides its own directory and operator services.

KENTUCKY - On May 9, 1997, CBT filed a petition with PSCK for suspension and 
modification of certain requirements of local competition mandated by the 
FCC. The PSCK opened a proceeding to address CBT's request and set the matter 
for hearing in October 1997.  On September 30, 1997, CBT filed to withdraw 
its petition due to a delay by the PUCO to a similar request on the Company's 
Commitment 2000 Plan.  CBT may refile its request with the PSCK after a 
decision is rendered in Ohio.

     CBT has received a notice from the PSCK that a management audit will be 
conducted beginning in the first quarter of 1998.  The PSCK is required to 
periodically conduct management audits of the largest regulated entities 
under its jurisdiction.

COMPETITION

     Evolving technology, the preferences of consumers and policy makers, and
the convergence of other industries with the telecommunications industry are
causes for increasing competition throughout 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 

                                       11


<PAGE>


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. 

     Local exchange telecommunications competitors will include other major 
local exchange telecommunications companies, wireless services providers, 
interexchange carriers, competitive local exchange carriers and others.  

     As a result of the changes in CBT's competitive and regulatory 
environment, the Company discontinued the application of Statement of 
Financial Accounting Standards No. 71, "Accounting for the Effects of Certain 
Types of Regulation," at CBT.  The result of this discontinuance was the 
recognition of a $210.0 million after-tax charge.

REGULATED MANDATED COSTS AND YEAR 2000

     CBT will continue to incur significant expenses in 1998 in preparation 
for regulator mandated interconnection and local number portability.  In 
1998, total mandated costs could be in a range of $15 to $25 million with the 
majority of these costs expected to be incurred in the first half of the 
year. Additionally, CBT's Year-2000 programming costs are expected to be in 
the range of $10 to $15 million in 1998 but should be less in 1999.

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 is 
actively working 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. 

OTHER COMMUNICATIONS SERVICES BUSINESSES

Cincinnati Bell Long Distance Inc.

     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.  CBLD has filed with the PUCO an 
application to provide competitive local exchange services within the State 
of Ohio.

                                       12


<PAGE>

Cincinnati Bell Directory Inc.

     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 Company

     CBS markets computer and telecommunications equipment. Its principal 
market is the secondary market for used and surplus telecommunications 
systems, including AT&T-brand systems. 

Cincinnati Bell Wireless Company

     On February 3, 1998, the Company announced a venture (through its 
subsidiary CBW) with AT&T to provide PCS in the Greater Cincinnati and Dayton 
markets.  The venture agreement provides that CBW will acquire an 80% 
interest in the venture for more than $100 million.  The closure of this 
transaction, which the Company believes will occur sometime in 1998, is 
dependent upon, among other things, FCC approval of a PCS license transfer 
from AT&T to the venture. CBW is committed to funding certain start-up 
operating losses of the venture beginning in February 1998.  Accordingly, the 
Company will reflect CBW's share of the losses in its consolidated financial 
reporting as incurred.  Company management expects these losses to be 
approximately $.15 per share in 1998. This expectation is based upon several 
assumptions including the actual closing of the transaction and market 
acceptance of the PCS offering and, therefore, actual losses could vary 
significantly from the Company's expectation.

Other

     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".

     The Company was the successful bidder for a 10MHz license to offer PCS 
service in the Greater Cincinnati area in an FCC-sponsored auction.  The 
Company has not yet begun to build out this license.  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, filed suit in Delaware Chancery Court seeking a 
declaratory judgment that the Company had withdrawn from the partnership.  
The Delaware Chancery Court has dismissed the suit, and the plaintiff has 
appealed to the Supreme Court of Delaware.  The carrying value of the 
Company's investment at December 31, 1997 was $56.5 million.  The rights to 
future earnings of the partnership, the ability of the Company to realize the 
market value of its investment and the Company's ability to provide 
competitive PCS services would be uncertain if the suit were reinstated and 
decided in favor of the plaintiff general partner.

     The Company's other communications services 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.  CBD now competes 
with its former sales representative for Yellow Page Services; such 
competition may affect CBD's ability to grow profits and revenues.  Supply's 
competitors include vendors of new and used communications and computer 
equipment, operating regionally and across the nation.

                                       13


<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 1993 
through 1997:


<TABLE>
<CAPTION>

                            Dollars in Millions                            
          ----------------------------------------------------------
                                 Investments in
          Telephone Plant     Existing Subsidiaries    Total Capital
           Construction        and New Businesses        Additions 
           ------------        ------------------        ---------
<S>       <C>                <C>                       <C>
1997         $ 141.1                 $  95.0               $236.1
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
</TABLE>


     The total investment in telephone plant increased from approximately 
$1,409 million at December 31, 1992, to approximately $1,634 million at 
December 31, 1997, after giving effect to retirements but before deducting 
accumulated depreciation at either date.

     Capital additions for 1998, excluding acquisitions, are estimated to be 
up to $260 million.  The acquisitions of Transtech and the teleservice assets 
of Maritz Inc., along with the investment in a PCS venture, could add in 
excess of $750 million to this amount bringing total 1998 capital 
expenditures to more than $1 billion.  These acquisitions will initially be 
financed through short-term debt.  The Company may issue equity in the future 
to maintain its desired credit ratings.  The estimated amount of capital 
additions does not include any additional acquisitions that may occur in 
1998. 

EMPLOYEES 

     At December 31, 1997, the Company and its subsidiaries had approximately 
20,800 employees.  CBT and CBIS had approximately 2,400 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, 1997, are set forth in the 
table relating to business segment information in Note 17 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 products and services and the development 

                                       14


<PAGE>

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

     For a discussion of this factor, see "Business-Communications Services 
- - Cincinnati Bell Telephone Company - Regulation."

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 36% of its 1997 revenues. In the case 
of CBIS, its three largest customers, other than CBT, collectively 
represented approximately 62% of its 1997 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 1997, revenues from AT&T accounted for 
23% of the Company's consolidated revenues under various independent 
contracts with one or more of its subsidiaries; this percentage will probably 
increase in 1998 as a result of the Transtech acquisition.  Thus, the loss of 
one or more significant customers could have a material adverse effect on the 
Company's operating results. 

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 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. 

                                       15


<PAGE>


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. 

YEAR-2000 PROGRAMMING

     The Company incurred $14.1 million in expenses in 1997 in order to 
prepare its software and systems for the Year 2000.  The estimate for 
Year-2000 programming costs in 1998 could be in a range up to approximately 
$50 million, including approximately $8 to $10 million for Transtech, but 
these costs are expected to be lower in 1999.  Some major CBIS applications 
are expected to be Year-2000 compliant in 1998.  If the Company were to be 
unsuccessful in readying its software and systems for the Year 2000, the 
effect that this would have on client relationships, particularly in the 
Information Systems segment, would have a material adverse impact on the 
Company.  The failure of one of the Company's significant clients or 
suppliers to successfully modify their systems for the Year 2000 could also 
have an adverse impact on the Company.  

BUSINESS DEVELOPMENT

     The Company continues to review opportunities for acquisitions and 
divestitures for all of its business.

                                       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, 1997 was as follows:


<TABLE>
<CAPTION>

<S>                                                           <C>
Telephone Plant

     Land, buildings and leasehold improvement                  $196.7
     Central office equipment                                    648.8
     Connecting lines (not on customer premises)                 660.3
     Station equipment                                            26.8
     Furniture, fixtures, vehicles and other                      83.8
     Telephone plant under construction                           17.3
                                                              --------
                Total telephone plant                          1,633.7
                                                              --------

Other Property

     Information systems                                         211.5
     Teleservices                                                129.5
     Other                                                        37.1
                                                              --------
                Total other property                             378.1
                                                              --------

                Total                                         $2,011.8
                                                              --------
                                                              --------

</TABLE>


     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.

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


ITEM 3.  LEGAL PROCEEDINGS 

     None, except as described below.

     In November 1996, the Company's partner in a 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 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 Delaware Chancery Court has dismissed the suit, and the 
plaintiff has appealed to the Supreme Court of Delaware.  CINCINNATI SMSA 
LIMITED PARTNERSHIP V. CINCINNATI BELL CELLULAR SYSTEMS COMPANY, Supreme 
Court of State of Delaware, Case No. 429, 1997.  The carrying value of the 
Company's investment at December 31, 1997 was $56.5 million.  The rights to 
future earnings of the partnership, the ability of the Company to realize the 
market value of its investment and the Company's ability to provide 

                                       17


<PAGE>

competitive PCS services would be uncertain if the suit were reinstated and 
decided in favor of the plaintiff general partner.  


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.

EXECUTIVE OFFICERS OF THE REGISTRANT (DURING 1997).

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


<TABLE>
<CAPTION>

          Name                      Age                 Title
          ----                      ---                 -----
                              (as of 3/31/98)
<S>                           <C>                 <C>

Charles S. Mechem, Jr. (a,b)         67           Chairman of the Board
                                                 
John T. LaMacchia (a,b)              56           President and Chief
                                                  Executive Officer
                                                 
James F. Orr (a,b)                   52           Chief Operating Officer
                                                 
William D. Baskett III (c)           58           General Counsel and Secretary
                                                 
Brian C. Henry                       41           Executive Vice President and Chief
                                                  Financial Officer
                                                 
Richard G. Ellenberger (d)           45           President and Chief Executive Officer of
                                                  CBT
                                                 
Robert J. Marino                     50           President and Chief Executive Officer of
                                                  CBIS
                                                 
David F. Dougherty                   41           President and Chief Executive Officer of
                                                  MATRIXX
                                                 
William H. Zimmer III (e)            44           Treasurer 

</TABLE>


- -------------------
(a)  Member of the Board of Directors

(b)  Member of the Executive Committee

(c)  Secretary since November 1997

(d)  President and Chief Executive Officer of CBT since June 1997  

(e)  Secretary until October 31, 1997 and Treasurer until December 23, 1997.

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


                                       18


<PAGE>

CHARLES S. MECHEM, JR., Chairman of the Board of the Company since 1996; 
Commissioner Emeritus, Ladies Professional Golf Association ("LPGA"); 
Commissioner of the LPGA, 1991-1995; Chairman of The United States Shoe 
Corporation, 1993-1995; 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 
1993; President of the Company since 1988; Chairman of CBT since 1993; Chief 
Operating Officer of the Company, 1988-1993; Chairman of CBIS, 1988-1996. 
Director of The Kroger Company and Burlington Resources Inc.

JAMES F. ORR, Chief Operating Officer of the Company and Chairman of CBIS 
since 1996; Chairman of MATRIXX since 1997; Executive Vice President of the 
Company and President and Chief Executive Officer of CBIS, 1995-1996; Chief 
Operating Officer of CBIS, 1994; President and Chief Executive Officer of 
MATRIXX 1993-1994. 

WILLIAM D. BASKETT III, General Counsel and Chief Legal Officer of the 
Company since July 1993; Secretary of the Company since November 1997; 
Partner of Frost & Jacobs 1970-1997.

BRIAN C. HENRY, Executive Vice President and Chief Financial Officer of the 
Company since 1993; Chief Operating Officer of CBIS since March 1, 1998.  
Vice President and Chief Financial Officer of Mentor Graphics, 1986-1992.

RICHARD G. ELLENBERGER, President and Chief Executive Officer of CBT since 
June, 1997; Chief Executive Officer of Xl/Connect, 1996-1997; President, 
Business Services of MCI Telecommunications, 1995-1996; Senior Vice 
President, Worldwide Sales of MCI Telecommunications, 1994-1995; Senior Vice 
President, Branch Operations of MCI Telecommunications, 1993-1994; Vice 
President, Southeast Region of MCI Telecommunications, 1992-1993; Chief 
Operating Officer of Entrade Corporation, 1990-1992.

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.

WILLIAM H. ZIMMER III, Secretary until October 31, 1997 and Treasurer of the 
Company, 1991-1997; Secretary and Assistant Treasurer of the Company, 
1988-1991.

                                       19


<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 27, 1998,
there were approximately 18,529 holders of record of the 136,420,671 outstanding
common shares of the Company.  The high and low sales prices and dividends
declared per common share each quarter for the last two fiscal years are listed
below:


<TABLE>
<CAPTION>

Quarter                      1st        2nd           3rd            4th
- -----------------------------------------------------------------------------
<S>                      <C>        <C>           <C>            <C>
1997 High                $  33 3/4  $  33 1/4     $  32 1/4      $  31 1/8 
     Low                 $  28 1/4  $  26 1/16    $  23 1/16     $  25 3/8
     Dividend Declared   $  .10     $  .10        $  .10         $  .10

1996 High                $  26 1/2  $  28 7/8     $  26 7/8      $  30 13/16
     Low                 $  15 7/8  $  23 7/16    $  22 11/16    $  23 1/8
     Dividend Declared   $  .10     $  .10        $  .10         $  .10

</TABLE>




ITEMS 6 THROUGH 8.

     The Selected Financial Data, Management's Discussion and Analysis of 
Financial Condition and Results of Operations, and Financial Statements and 
Supplementary Data required by these items are included in the registrant's 
annual report to security holders for the fiscal year ended December 31, 
1997, 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, 1998, 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 information under "Executive Compensation" on page 12 through 17. 
The foregoing is incorporated herein by reference pursuant to General 
Instruction G(3).

                                       20


<PAGE>


                                       PART IV
                                          

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

(a)  Documents filed as part of this report:                        


<TABLE>
<CAPTION>
                                                                    Page
                                                                    ----
     <S>                                                            <C>
     (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                           28

          II - Valuation and Qualifying Accounts                      29
</TABLE>


     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, 1997.  (See Part II)

                                       21


<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.


<TABLE>
<CAPTION>

Exhibit
Number
- -------
<S>                 <C>
(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. 71/4% 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).

(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.

                                       22


<PAGE>


(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)*     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)(i)*  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)(ii)* Cincinnati Bell Inc. Deferred Compensation Plan for 
                     Outside Directors, as adopted effective December 31, 
                     1996. (Exhibit (10)(iii)(A)(L)(i) to Form 10-K for 1996, 
                     File No. 1-8519).

(10)(iii)(A)(3)(i)*  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)(3)(ii)* Cincinnati Bell Pension Program, as amended and restated 
                     effective March 3, 1997.

(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.  (Exhibit (10)(iii)(A)(7) to Form 10-K for 1996, 
                     File No. 1-8519).  

(10)(iii)(A)(8)(i)*  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)(8)(ii)* 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)(9)*     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).

                                       23


<PAGE>

(10)(iii)(A)(10)(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)(10)(ii)*  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)(11)*      Employment Agreement, dated June 9, 1997, between the 
                       Company and Richard G. Ellenberger.

(10)(iii)(A)(12)*      Employment Agreement, dated January 1, 1998, between the
                       Company and William D. Baskett III.

(10)(iii)(A)(13)(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)(13)(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)(13)(iii)* Amendment to Cincinnati Bell Inc. Executive Deferred
                       Compensation Plan effective January 1, 1996.

(10)(iii)(A)(13)(iv)*  Cincinnati Bell Inc. Executive Deferred Compensation
                       Plan, as amended and restated effective January 1, 1998.

(10)(iii)(A)(14)(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)(14)(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)(14)(iii)* Cincinnati Bell Inc. 1997 Long Term Incentive Plan.

(10)(iii)(A)(15)(i)*   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)(15)(ii)*  Cincinnati Bell Inc. 1997 Stock Option Plan for Non-
                       Employee Directors.

(10)(iii)(A)(16)*      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)(17)*      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)(18)(i)*   MATRIXX Marketing Inc. Executive Deferred Compensation
                       Plan.  (Exhibit (10)(iii)(A)(21) to Form 10-K for 1996,
                       File No. 1-8519).  

(10(iii)(A)(18)(ii)*   Amendment to MATRIXX Marketing Inc. Executive Deferred
                       Compensation Plan (effective May 1, 1994).  (Exhibit 
                       (10)(iii)(A)(21)(i) to Form 10-K for 1996, File No. 
                       1-8519).

                                       24


<PAGE>

(10)(iii)(A)(18)(iii)* Amendment to MATRIXX Marketing Inc. Executive Deferred
                       Compensation Plan (effective May 4, 1996).  (Exhibit
                       (10)(iii)(A)(21)(ii) to Form 10-K for 1996, File No. 
                       1-8519).

(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,
                       1997, 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.

(27.1, 27.2, 27.3)     Financial Data Schedules.

(99)(a)                Annual Report on Form 11-K for the Cincinnati Bell Inc.
                       Retirement Savings Plan for the year 1997 will be filed
                       by amendment on or before June 30, 1998.

(99)(b)                Annual Report on Form 11-K for the Cincinnati Bell Inc.
                       Savings and Security Plan for the year 1997 will be
                       filed by amendment on or before June 30, 1998.

(99)(c)                Annual Report on Form 11-K for the MATRIXX Marketing
                       Inc. Profit Sharing/401(k) Plan for the year 1997 will
                       be filed by amendment on or before June 30, 1998.

(99)(d)                Annual Report on Form 11-K for the CBIS Retirement and
                       Savings Plan for the year 1997 will be filed by
                       amendment on or before June 30, 1998.
____________

</TABLE>


*    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.

          Form 8-K, date of report December 23, 1997, reporting that Cincinnati
          Bell Inc. and AT&T had entered into a definitive agreement for MATRIXX
          Marketing Inc., the teleservices unit of Cincinnati Bell Inc., to 
          acquire AT&T's Solution Customer Care, formerly AT&T American 
          Transtech.


                                       25


<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, 1998                          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


JUDITH G. BOYNTON*                 Director
- ------------------------------
Judith G. Boynton


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


STEVEN C. MASON*                   Director
- ------------------------------
Steven C. Mason

                                       26


<PAGE>


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, 1998
      ------------------------
          Brian C. Henry
          as attorney-in-fact and on his behalf
          as Executive Vice President and
          Chief Financial Officer

                                          27



<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 29 of the 1997 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 29 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 16, 1998



                               28



<PAGE>
                                                                   Schedule II

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


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
      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
- ---------------------------------------------------------------------------------
<S>                 <C>        <C>        <C>           <C>           <C>
Year 1997.........  $  11.7      $16.8    $  5.4 (a)    $  19.9 (b)   $  14.0

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

</TABLE>


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



                                         29





<PAGE>

                                CINCINNATI BELL INC.

                                  PENSION PROGRAM
                                          
                 (As amended and restated effective March 3, 1997)
                                          
SECTION 1.     Statement of Purpose

     The purpose of the Cincinnati Bell Inc. Pension Program is to provide

supplementary pension benefits and death benefits for Senior Managers of

Cincinnati Bell Inc. and its subsidiaries.


SECTION 2.  Definitions; Gender and Number.

     2.1.   For purposes of the Plan, the following terms shall havethe 

meanings hereinafter set forth unless the contect otherwise requires:  

            2.1.1   "Board of Directors" shall mean the Board or Directors of

the Company.

            2.1.2   "Class 1 Senior Manager" means a Senior Manager who was

first designnated as a Senior Manager eligible to participate in the Plan prior

to March 3, 1997 and who is on the active roll of a Participating Company on

March 3, 1997.

            2.1.3   "Class 2 Senior Manager" means a Senior Manager sho was

first designated as a Senior Manager eligible to participate in the Plan on or

after Marach 3, 1997.

            2.1.4    "Committee" means the Compensation Committee of the Board

of Directors.

                                       1

<PAGE>

            2.1.5   "Company" means Cincinnati Bell Inc.

            2.1.6   "Designated Beneficiary" means the person or entity 

designated by a Senior Manager on forms furnished and in the manner 

prescribed by the Committee, to receive
 any benefit payable under the Plan 

after the Senior Manager's death.  If a Senior Manager fails to designate a 

beneficiary or if, for any reason, such designation is not effective, his 

"Designated Beneficiary" shall be his surviving spouse, or, if none, his 

estate.

            2.1.7   "Employee" means any peson who is employed as a common 

law employee of a Participating Company.

            2.1.8.  "Participating Company" means the Company, and each direct 

and indirect subsidiaries of the Company.

            2.1.9    "Pension Plan" means the Cincinnati Bell Management 

Pension Plan.

            2.1.10   "Plan" means this Cincinnati Bell Inc. Pension Program.

            2.1.11   "Senior Manager" means an Employee whose participation in

the Plan has been approved by the Board of Directors or the Committee.

            2.1.12   "Years of Service," means a Senior Manager's full years of

service as an Employee, computed on the basis that 12 full months of service

(whether or not consecutive) consititutes one full year of service.

     2.2    Four purposes of the Plan, words used in any gender shall include

all other genders, words used I the singular form shall include the plural form

aand words used in the plural form shall include the singular form.

                                       2

<PAGE>

SECTION 3.     Administration

     3.1    The Company shall be the Plan Administrator and the Sponsor of 

the Plan as those terms are defined in the Employee Retirement Income Seurity 

Act of 1974.  The Committee shall have the administrative responsibilities 

set forth below.

     3.2    The Committee shall have the specific powers elsewhere herein 

granted to it and shall have such other powers as may be necessary in order 

to enable it to administer the Plan, except for powers herein granted or 

provided to be granted to others.

            3.2.1   The Committee may adopt such rules and regulations and 

may employ such persons as it deems appropriate for the proper administration 

of the Plan.

            3.2.2   The Committee shall grant or deny claims for benefits 

under the Plan, and authorize disbursements according to this Plan.  Notice 

shall be provided in writing to any participant or beneficiary whose claim 

has been denied, setting forth the specific reasons for such denial.  In the 

event that a claim for benefits has been denied, the Committee shall afford 

the claimant a full and fair review of the decision denying the claim.

            3.2.3   The Committee shall determine conclusively for all parties

all questions arising in the administration of the Plan.  

            3.2.4   The expenses of the Committee in administering the Plan

shall be borne by the Participating Companies.

            3.2.5   The Board of Directors and the Committee may designate in

writing other persons to carry out their responsibilities under the Plan, and

may employ persons to advise them with regard to any such responsibilities.

                                       3

<PAGE>

SECTION 4.     Benefits

     4.1    If a Class 1 Senior Manager ceases to be an Employee for any reason

(other than his death), he shall be entitled to receive the same monthly

benefit, and I the same form, which he would have been entitled to receive if

the provisions of the Plan in effect on March 2, 1997 confinued in effect

unamended.







     1.     Participation.  All persons who are Senior Managers and who are

participants in the Pension Plan are deemed participants in this Plan.

     2.     Eligibility.

            (a)     Service Benefits.  An individual who is a Senior Manager at

the time of employment termination and who is eligible for a service pension

pursuant to the terms of the Pension Plan is eligible for a service benefit

pursuant to this Plan.

            (b)     Deferred Benefit

               (i)    Except as otherwise specified in Paragraph 6 of this

Section 4, any individual who is a Senior Manager at the time of employment

termination and who is eligible for a deferred vested pension pursuant to the

terms and conditions of the Pension Plan is eligible for a deferred benefit

pursuant to this Plan.

                                       4


<PAGE>

               (ii)   A Senior Manager who leaves the service of a 

Participating Company and who has elected to have his deferred vested pension 

payable early in reduced amounts pursuant to the terms and conditions of the 

Pension Plan shall be deemed to have elected to have his deferred benefits 

under this Plan payable early in reduced amounts under the same terms and 

conditions.  In the event of such an election, the amount of deferred benefit 

otherwise payable under this Plan to such persons shall be reduced in 

accordance with the same formulae as are set forth in the Pension Plan for 

the discounting of the deferred vested pension, unless the Committee, in its 

sole discretion, elects to waive such reduction.

               (iii)  When an eligible individual has filed a written request 

for a deferred vested pension pursuant to the requirement of the Pension 

Plan, he shall be deemed to have filed a request for the deferred benefit for 

which me may be eligible hereunder.

            (c)       Disability Benefit.  An individual who while a Senior 

Manager has become eligible for a Disability Pension pursuant to the terms of 

the Pension Plan shall be eligible for a Disability Benefit hereunder.  

Should the Disability Pension be discontinued pursuant to the terms of the 

Pension Plan, the Disability Benefit hereunder shall be discontinued as well.

     3.   Benefit Amounts

          (a)  Computation of Benefit

               (i)  Benefit Formula:

                    The monthly benefit of each Senior Manager who retires on 

or after January 1, 1987 shall be equal to the result obtained (not less than 

zero) by 

                                       5


<PAGE>

subtracting the amount determined under Clause (B) of this Subparagraph (a)(i)

from the amount determined under Clause (A) of this Subparagraph (a)(i):

                    (A)  The product obtained by multiplying (1) 68% of the 

Senior Manager's average monthly compensation times (2) a fraction (not 

greater than 1) having a numerator equal to the number of years during his 

term of employment and a denominator of 30; provided, however, that in the 

case of a Senior Manager whose age at time of retirement is less than 60 

years and who is granted a service benefit for reasons other than total 

disability as a result of sickness or injury, such product shall be reduced 

by 0.4167% for each calendar month or part thereof by which his age at time 

of retirement is less than 60 years.

                    (B)  The sum of (1) the amount o the Senior Manager's 

monthly pension under the Pension Plan plus (2) the amount of his monthly 

primary Social Security benefit.

           (ii)     Average Monthly Compensation:

                    The "average monthly compensation" referred to in 

Subparagraph (a)(i) shall be the average of his monthly compensation earned 

for the 12-consecutive month period during the 36-consecutive month period 

ending on his retirement date which produces the highest dollar result.  For 

purposes of this Subparagraph (a)(ii), "compensation" means the sum of (A) 

that portion of the Senior Manager's compensation from the Participating 

Companies which is included in his "Compensation" under the Pension Plan plus 

(B) the Senior Manager's awards under Cincinnati Bell Inc. Short Term 

Incentive Plan. Compensation other than awards under the Cincinnati Bell 

Telephone Company Incentive Award Plan for 4th and 5th Level 

                                       6


<PAGE>

Managers and the Cincinnati Bell Inc. Short Term Incentive Plan shall be 

deemed to have been earned pro rata over the entire performance period to 

which such compensation relates.  An award under the Cincinnati Bell 

Telephone Company Incentive Award Plan for 4th and 5th Level Managers or the 

Cincinnati Bell Inc. Short Term Incentive Plan shall be deemed to have been 

earned on the last day of the performance period to which such award relates.

             (iii)  Primary Social Security Benefit:

                    The "primary Social Security Benefit" referred to in

Subparagraph (a)(i) shall be:

                    (A)  In the case of a Senior Manager who has attained age 

65 on the date he retires, the unreduced primary monthly benefit to which the 

Senior Manager would be entitled, on proper application, at his retirement 

under the federal Social Security Act as in effect on the date of his 

retirement.

                    (B)  In the case of a Senior Manager who has not attained 

age 65 on the date he retires, the unreduced primary monthly benefit to which 

the Senior Manager would be entitled, on proper application, at his 65th 

birthday under the federal Social Security Act as in effect on the date of 

his retirement, assuming that he did not receive any compensation after his 

retirement.

                    (C)  For purposes of this Subparagraph (a)(iii), the 

primary Social Security Benefit of a Senior Manager shall not be adjusted to 

reflect reductions because the Senior Manager disqualifies himself by earning 

or otherwise to receive the full amount of such benefit.

                                       7


<PAGE>

          (b)  Deferred Benefit Amount.  The monthly benefit allowance for 

each Senior Manager eligible for a deferred benefit under the provisions of 

Paragraph 2(b) of this Section 4 shall be calculated exclusively in 

accordance with the provisions specified as applicable to those receiving a 

benefit under Paragraph 2(a) or 2(c) of this Section 4 effective as of the 

dates such Senior Manager leaves the service of a Participating Company and, 

in any case, as if such Senior Manager had retired on such date and no 

recomputation of the benefit shall be made after such date or as a result of 

amendments made to this Plan subsequent to such date.  A Senior Manager who 

leaves the service of a Participating Company with eligibility for a deferred 

benefit in accordance with Paragraph 2(b)of this Section 4 but is not 

entitled to any other class of pension or benefit shall not be considered a 

retiree pursuant to the Pension Plan or a retired Senior Manager.

          (c)  Automatic Survivor Annuity.  In the event of the death of a 

Senior Manager who is an active employee, who either has ten or more years of 

service or is eligible for a service benefit under Paragraph 2(a) of this 

Section 4 at the time of his death, who has not attained age 60 and who 

leaves a surviving spouse, such surviving spouse shall receive a survivor 

annuity in the amount of 45% of the benefit which would have been payable had 

such Senior Manager retired with a service benefit, regardless of his actual 

eligibility therefor, on the date of his death.  For purposes of the 

automatic survivor annuity provided in this Paragraph 3(c), the reduction for 

retirement prior to age 60 in Clause (A) of Subparagraph (a)(i) of this 

Paragraph 4 shall not apply.

          (d)  Automatic Installment Distribution.  In the event of the death 

of a Senior Manager who is an active employee, who either has ten or more 

years of service or is eligible for a service benefit under Paragraph 2(a) of 

this Section 4 and who has 

                                       8


<PAGE>

attained age 60, his designated beneficiary or, if none,his estate, shall 

receive a benefit payable in fifteen annual installments which shall be 

actuarially equivalent (as determined by the Committee) to the standard form 

of benefit which would have been payable to the Senior Manager if he had 

retired on the day preceding the date of his death.

          (e)  Waiver of Reductions.  The Committee, in its sole discretion, 

may elect to waive in whole or in part any service or age reduction or 

discount otherwise applicable to the amount of a benefit payable to a Senior 

Manager under the Plan. 

          (f)  Social Security Supplement.  In the case of a Senior Manager 

who retires prior to attaining age 62, the Committee may, in its sole 

discretion, elect to provide the Senior Manager with a monthly Social 

Security supplement from the date of his retirement through the date he 

attains age 62 (or, if earlier, to the date of his death) in the amount of 

the Senior Manager's unreduced monthly primary Social Security benefit at age 

62.  This Social Security supplement shall be in addition to any other 

benefits provided under the Plan.

     4.   Standard Form of Benefits.  Benefits shall be payable monthly or at 

such other periods as the Committee may determine in each case.  Except for 

the reasons specified below, or as may be otherwise determined by the 

Committee, benefits granted under this Plan shall commence on the day 

following the date of retirement or at such other time as herein provided for 

payment of a deferred benefit or disability benefit, and shall continue to 

the death of the retiree.

     5.   Optional Forms of Benefit.  With the consent of the Committee, and 

subject to such rules as the Committee may prescribe, a Senior Manager may 

elect to have his benefit paid in one of the following forms: (a) fifteen 

equal annual installments;

                                       9


<PAGE>

or (b) an annuity payable for the life of the Senior Manager and continuing 

to the Senior Manager's contingent annuitant for his life at one-half of the 

rate payable during their joint lives.  Any optional form of benefit 

hereunder shall be actuarially equivalent (as determined by the Committee) to 

the standard form of benefit otherwise payable to the Senior Manager.  If a 

Senior Manager whose benefit is being paid in fifteen annual installments 

dies before receiving all of the installments, the remaining installments 

shall be paid, when due, to his designated beneficiary or, if none, to his 

estate.

     6.   Responsibility for Payment.  The last Participating Company to 

employ a Senior Manager prior to his retirement or termination of employment 

shall be responsible for the full benefit, if any, payable to the Senior 

Manager or his beneficiary under the Plan.

                                       10


<PAGE>

SECTION 5.     Death Benefits

     1.   Participation and Administration.  All Senior Managers who have 

attained a level higher than Fifth Level or its equivalent shall be 

participants in the Death Benefit Plan under this Plan.  The Death Benefit 

Plan herein provides for accident, sickness and pensioner death benefits in 

addition to, and subject to the same terms and conditions and administered in 

the same manner as the Death Benefit Plan within the Pension Plan, except as 

is herein specified.

     2.   Definition of Wages.  For purposes of Death Benefits under this 

Plan, one year's wages is defined as follows:

          (a)  For an eligible Senior Manager who dies while an active 

employee or who retires on or after January, 1987, the Senior Manager's 

Standard Award in effect under the Cincinnati Bell Inc. Short Term Incentive 

Plan.

          (b)  For an eligible Senior Manager who dies while an active 

employee or who retired during the period from September 30, 1983 through 

December 31, 1986, the lesser of the Senior Manager's Standard Award in 

effect under the Cincinnati Bell Inc. Short Term Incentive Plan as of the 

earlier of retirement or death, or 60% of his Position Rate as of the earlier 

of retirement or death.

          (c)  For an eligible Senior Manager who died while an active 

employee or who retired during the period from October 31, 1981 through 

September 29, 1983, inclusive, the lesser of the Senior Manager's Standard 

Award in effect under the Cincinnati Bell Inc. Short Term Incentive Plan as 

of the earlier of retirement or death, or 50% of his Position Rate as of the 

earlier of retirement or death.

                                       11


<PAGE>

SECTION 6.     General Provisions

     1.   Effective Date.  This Plan is effective January 1, 1987 for Senior 

Managers who were actively employed on or after that date.

     2.   Rights to Benefits.  There is no right to any benefit under this 

Plan except as may be provided by the Board of Directors.  Benefits 

previously awarded may be discontinued at any time at the sole discretion of 

the Board of Directors.  In addition to the prerequisites for a service 

benefit, a deferred benefit, a disability benefit and/or a death benefit set 

forth herein, and individual or his annuitants or beneficiaries as 

applicable, shall only be eligible for a benefit if the individual is a 

Senior Manager at the time of retirement, termination or death.  There shall 

be no eligibility for benefits in the case of an individual who was a Senior 

Manager for any period during this term of employment, but who is not a 

Senior Manager at the time of his retirement, termination or death.

     3.   Forfeiture of Benefits.  All benefits for which a Senior Manger 

would be otherwise eligible hereunder may be forfeited, in the sole and 

absolute discretion of the Committee, under the following circumstances;

          (a)  The Senior Manager is discharged by a Participating Company 

for cause (as determined by the Board of Directors of the Participating 

Company in its sole and absolute discretion); or 

          (b)  Determination by the Board of Directors of a Participating 

Company in its sole and absolute discretion, that the Senior Manager engaged 

in misconduct in connection with his employment with such Participating 

Company; or

          (c)  The Senior Manager, without the express written consent of his 
                                       12


<PAGE>

employing Participating Company or the Participating Company paying him a 

benefit hereunder, at any time is employed by, becomes associated with, 

renders service to, or owns an interest in any business that, in the sole and 

absolute discretion of the Board of Directors of such Participating Company, 

is competitive with such Participating Company or any other Participating 

Company or with any direct or indirect subsidiary of Cincinnati Bell Inc. or 

with any business in which a Participating Company or any direct or indirect 

subsidiary of Cincinnati Bell Inc. has a substantial interest (other than as 

a shareholder with a nonsubstantial interest in such business).

     4.   Assignment or Alienation.  Assignment or alienation of pensions or 

other benefits under this Plan will not be permitted or recognized.

     5.   Determination of Eligibility.  In all questions relating to age and 

service for eligibility for any benefit hereunder, or relating to term of 

employment and rates of pay for determining benefits, the decision of the 

Committee, based upon this Plan and upon the records of the Participating 

Company last employing such individual and insofar as permitted by applicable 

law shall be final.

     6.   Option During Disability.  If an employee who has left the service 

of a Participating Company has elected to continue receiving disability 

benefits which he had been receiving prior to his termination and to defer 

receiving pension payments under the Pension Plan to which he is eligible, 

benefits under this Plan shall be deferred until such time as the employee 

begins to receive payments under the Pension Plan.

     7.   Method of Payment.  All benefits payable pursuant to the Plan shall 

be paid from Cincinnati Bell Inc. or Participating Company operating 

expenses, or through the purchase of insurance from an insurance company, as 

the Board of Directors may

                                       13


<PAGE>

determine.  If the Board of Directors elects to purchase insurance to 

provide benefits under the Plan, no Senior Manager, beneficiary or annuitant 

shall have any right or interest in such insurance.

     8.   Payments to Others.  Benefits payable to a former employee or 

retiree unable to execute a proper receipt may be paid to other person(s) in 

accordance with the standards and procedures set forth in the Pension Plan.

     9.   Damage Claims or Suits.  Should a claim other than under the Plan 

be presented or suit brought against Cincinnati Bell Inc. or any 

Participating Company for damages on account of death of a Senior Manager, 

nothing shall be payable under the Plan on account of such death except as 

provided in Paragraph 11 of this Section; provided, however, that the 

Committee may in its discretion and upon such terms as it may prescribe, 

waive this provision if such claims be withdrawn or if such suit be 

discontinued, and provided further that this provision shall not preclude the 

payment of Survivor Annuities or Installment Distributions under Paragraph 

2(c) or 2(d) of Section 4.

     10.  Judgment or Settlement.  In case any judgment is recovered against 

any Participating Company or any settlement is made of any claim or suit on 

account of the death of a Senior Manager, and the amount paid to the 

beneficiaries who would have received benefits under the Plan is less that 

what would otherwise have been payable under the Plan, the difference between 

the two amounts may, in the discretion of the Committee, be distributed to 

such beneficiaries.

     11.  Payment under Law.  In case any benefit, which the Committee shall 

determine to be of the same general character as a payment provided by the 

Plan, shall be payable under any law now in force or hereafter enacted to any 

Senior Manager of a 

                                       14


<PAGE>

Participating Company, to his beneficiaries or his annuitant under such law, 

the excess only, if any, of the amount prescribed in the Plan above the 

amount of such payment prescribed by law shall be payable under the Plan; 

provided, however, that no benefit payable under this Plan shall be reduced 

by reason of any government benefit or pension payable on account of military 

service or any reason of any benefit which the recipient would be entitled to 

receive under the Social Security Act or Railroad Retirement Act.  In those 

cases where, because of differences in the beneficiaries, or differences in 

the time or methods of payment, or otherwise whether or not there is such 

excess is not ascertainable by mere comparison but adjustments are necessary, 

the Committee has discretion to determine whether or not in fact any such 

excess exists and to make the adjustments necessary to carry out in a fair an 

equitable manner the spirit of the provision for the payment of such excess.

     12.  Participants in Prior Plan.  A Senior Manager who retired prior to 

January 1, 1987 shall continue to receive the same benefits and in the same 

form and amount, which he was entitled to receive under the Plan as of 

December 31, 1986.  In the case of a Senior Manager who was a participant in 

the Plan on December 31, 1986, in no event shall the value of his benefit 

under the Plan be less than the value of his accrued benefit under the Plan 

as of December 31, 1986.

     13.  Plan Termination.  The Board of Directors retains the right to 

terminate the Plan in whole or in part at any time, for any reason, with or 

without notice.  Subject to the provisions of Paragraph 14 of this Section 6, 

said termination may result, at the discretion of the Board of Directors, in 

the cancellation of any entitlements or future entitlements to active Senior 

Managers; provided, however, that the termination or partial 

                                       15


<PAGE>

termination of the Plan shall not reduce the accrued benefit of any Vested 

Senior Manager, retired Senior Manager or his beneficiary.

     14.  Provisions Upon Change In Control.  In the event of a Change in 

Control occurring on or after December 5, 1988, the provisions of this 

Paragraph 14 will supersede any conflicting provisions of the Plan.

          a.   In the event of a Change in Control, the full present value of 

all accrued benefits under the Plan, as determined in accordance with the 

provisions of the Plan and the Cincinnati Bell Inc. Grantor Trust between 

Cincinnati Bell Inc. and Central Trust Co., N.A. (the Trust), shall be fully 

funded to the Trust in cash or other property acceptable to the trustee, 

within five (5) business days of such Change in Control.

     The determination of the full present value of the accrued benefits 

under the Plan and the excess portion of the Pension Plan shall be made using 

the following assumptions:   (i)  the date of retirement for each Senior 

Manager shall be considered to be the later of the date on which such Senior 

Manager shall become eligible for a reduced or unreduced, as applicable, 

service pension under he Pension Plan or the date of the Change in Control, 

(ii) each Senior Manager who is married on the date of the Change in Control 

shall be assumed to select the joint and survivor benefit, and (iii) the 

interest and mortality assumptions shall be the same as those used for 

funding the Pension Plan for the plan year in which the Change in Control 

occurs or if such assumptions are not yet established, the assumptions used 

in the immediately preceding year.  In addition, the following assumptions 

also apply to the determination of accrued benefits under the Plan: (i) for 

the purpose of the Benefit Formula under Section 4, Paragraph 3(a)(i) of this 

Plan (or any equivalent successor provisions of such Plan or any 

                                       16


<PAGE>

successor Plan) each Pension Eligible Senior Manager will be considered to 

have a term of employment equal to thirty (30) years and an age at retirement 

equal to sixty (60) years, and (ii) no Social Security Supplements shall be 

granted.      

          b.   In the event that the Plan is terminated or partially terminated 

on or after a Change in Control and prior to the second anniversary of such 

Change in Control as defined hereinafter, each Senior Manager affected by such 

termination or partial determination may elect, within 90 days of the 

proposed distribution date (as defined below), to receive the full present 

value of the benefit accrued under this Plan and the benefit, referred to in 

Paragraph 14(c) of this Section 6, accrued under the Pension Plan to the date 

of the termination in a single lump sum payment.  In the event a Senior 

Manager is married on the proposed distribution date, such election must be 

made by the Senior Manager in writing during the election period, be 

consented to by the Senior Manager's spouse and will be applicable to any 

benefit that would otherwise have been paid to the Senior Manager's spouse 

(as well as the full benefit payable to the Senior Manager) in the event of 

the Senior Manager's death under this Plan and, with respect to the benefit 

referred to in Paragraph 14(C) of this Section 6, the Pension plan.  Such 

election and spousal consent shall be irrevocable and the spousal consent 

must be witnessed by a Plan representative or a notary public.  If the Senior 

Manager so elects in accordance with this Paragraph 14(b) to receive a lump 

sum, such lump sum shall be distributed to the Senior Manager or, in the 

event of the Senior Manager's death, the Senior Manager's beneficiary in the 

amount which equals the present value of the benefit or benefits projected to 

be paid under the Plan to the Senior Manager and/or his surviving spouse, 

actuarially determined using the PBGC rate used to value immediate annuities 

as of January 1 of the 

                                       17


<PAGE>

year of the proposed distribution date and all other relevant assumptions 

used by the Plan's actuary for funding the Plan for such year; provided, 

however, that such amount shall be further reduced by an amount equal to ten 

percent (10%) prior to distribution of such lump sum.  The proposed 

distribution date of the lump sum distribution shall be no later than one 

year following the date of the termination or partial termination of the 

Plan.  Once such amount is paid, the obligation of the Plan to such Senior 

Manager and/or his surviving spouse shall be considered to be fully and 

irrevocably satisfied.  No Senior Manager shall have any right under the 

Paragraph 14(b) prior to the occurrence of a Change in Control.

     c.   The amount accrued under the Pension Plan and payable as a part of 

the actuarially determined lump sum distribution in accordance with Paragraph 

14(b) of this Section 6 shall equal the portion of the pension (whether in 

the form of a joint and survivor or single life annuity) determined as of the 

proposed distribution date, that is in excess of the permissible amount which 

may be distributed from the Pension Plan in accordance with Section 415 of 

the Internal Revenue Code and with respect to which payments are to be made 

in accordance with Paragraph 9 of Section 4 of the Pension Plan.  

Nowithstanding any other provisions, a management employee of any company 

participating in the Pension Plan whose pension under the Pension Plan is in 

excess of the limits of Section 415 of the Internal Revenue Code and for whom 

such excess is to be paid in accordance with the provisions of Paragraph 9 of 

Section 4 of the Pension Plan, shall be considered a participant in this Plan 

for purposes of this Paragraph 14(c).

     d.   For the purposes of this Paragraph 14, a "Change in Control" means 

and shall be deemed to occur if, on or after December 5, 1988:

                                       18


<PAGE>

         (i)   a tender offer shall be made and consummated for the ownership 

of 30% or more of the outstanding voting securities of Cincinnati Bell Inc.;

        (ii)   Cincinnati Bell Inc. shall be merged or consolidated with 

another corporation and as a result of such merger or consolidation less than 

75% of the outstanding voting securities of the surviving or resulting 

corporation shall be owned in the aggregate by the former shareholders of the 

Cincinnati Bell Inc., other than affiliates (within the meaning of the 

Securities Exchange Act of 1934) of any party to such merger or consultation, 

as the same shall have existed immediately prior to such merger or 

consolidation;

       (iii)   Cincinnati Bell Inc. shall sell substantially all of its 

assets to another corporation which is not a wholly owned subsidiary;

        (iv)   a person within the meaning of Section 3(a)(9) or of Section 

13(d)(3) (as in effect on December 5, 1988) of the Securities Exchange Act of 

1934, shall acquire 20% or more of the outstanding voting securities of 

Cincinnati Bell Inc. (whether directly, indirectly, beneficially or of 

records), or a person, within the meaning of Section 3(a)(9) or Section 13 

(d)(3) (as in effect on December 5, 1988) of the Securities Exchange Act of 

1934, controls in any manner the election of a majority of the directors of 

Cincinnati Bell Inc., or

         (v)   within any period of two consecutive years commencing on or 

after December 5, 1988, individuals who at the beginning of such period 

constitute Cincinnati Bell Inc.'s Board of Directors cease for any reason to 

constitute at least a majority thereof, unless the election of 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 

                                       19


<PAGE>

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 December 5, 1988) pursuant to the 

Securities Exchange Act of 1934.

     e.   In the event of a Change in Control, the provisions of the 

Paragraph 14 may not be deleted or amended on or subsequent to the Change in 

Control in any manner whatsoever which would be adverse to one or more Senior 

Managers without the consent of each such Senior Manager who would be so 

affected; provided, however, the Board of Directors may make minor or 

administrative changes to this Paragraph 14 or changes to conform to 

applicable legal requirements.  This Paragraph 14(e) shall not limit 

Cincinnati Bell Inc. or the Board of Directors from making any amendment to 

or deleting all or any portion of this Paragraph 14 prior to a Change in 

Control.

                                       20


<PAGE>

SECTION 7.          Plan Modification

     Subject to the provisions of Paragraph 14 of Section 6, the Board of 

Directors may in its sole discretion from time to time make any changes in 

the Plan as it deems appropriate, and may terminate the Plan, without notice 

to participants; provided, however, that no Plan amendment may be adopted 

which reduces the accrued benefit of any Vested Senior Manager, retired 

Senior Manager or his beneficiary.


                                       21




<PAGE>
                                          
                                          
                                EMPLOYMENT AGREEMENT


     This Agreement is made as of June 9, 1997 (the "Effective Date") between
Cincinnati Bell Telephone, an Ohio corporation ("Employer" or "CBT"), and
Richard G. Ellenberger ("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 AGREEMENT.  This Agreement begins on the Effective Date and,
subject to the terms of Section 13, will end on June 8, 2002.

     3.   DUTIES.

          A.   Employee will serve as President and Chief Executive Officer of
CBT or in such other equivalent capacity (e.g., president of a business unit) as
may be designated by the Chief Operating Officer of Cincinnati Bell Inc. (CBI). 
Employee will report to the Chief Operating Officer of CBI or such other officer
of CBI as may be designated by the Chief Operating Officer of CBI.

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

          C.   Employee shall also perform such other
 duties as are reasonably
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.

          E.   Within six months after the Effective Date, Employee shall move
Employee's permanent residence from Chester Springs, PA to Cincinnati, OH.



     4.   COMPENSATION.

                                       1

<PAGE>

          A.   Employee shall receive a base salary (the "Base Salary") of at
least $320,000 per year, payable monthly, for each year during the term of this
Agreement, subject to proration for any partial year.  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.  Employee shall be given a Bonus target of not
less than $160,000 for each year, subject to proration for a 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 Employee's duties to Employer shall be
reimbursable in accordance with Employer's then current travel and expense
policies.

     6.   BENEFITS.  

          A.   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 and above of CBT are participating.

          B.   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 and under
any other disability plan made available to Employee by Employer.

          C.   A request will be made to the Compensation Committee of the Board
of Directors of CBI  to provide Employee a stock option grant of 27,000 CBI
shares on the date of Employee's employment.  Additional stock options may be
awarded annually at the discretion of the  Compensation Committee.

          D.   Employer will reimburse Employee for expenses incurred by
Employee to relocate from Chester Springs, PA to Cincinnati, OH, in accordance
with the CBT Relocation Plan.

                                       2

<PAGE>

          E.   As of the Effective Date, Employee shall be given a Performance
Share target, under CBI's Senior Management Long Term Incentive Plan, of 4,200
CBI shares for the three year performance period ending December 31, 2000.  The
number of CBI shares, if any, to be awarded at the conclusion of the performance
period shall be determined in accordance with and subject to the provisions of
the Senior Management Long Term Incentive Plan.

          F.   As of the Effective Date, Employee shall receive a restricted
stock award of 25,000 common shares of CBI.  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 Cincinnati Bell Inc. 1997 Long Term Incentive Plan on
the terms set forth in Attachment A.

          G.   If Employee's employment with Employer is terminated 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.

     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 the Employer or 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, 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.

                                       3

<PAGE>


     8.   NEW DEVELOPMENTS.  All ideas, inventions, discoveries, concepts,
trademarks, or other developments or improvements, whether patentable or not,
conceived by the 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 rights,
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 any 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

                                       4


<PAGE>

(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 requirements that Employee must pay a filing fee for which the 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 finding 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

                                       5


<PAGE>

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 cost 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.

                    (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.

                                       6


<PAGE>

             (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, whether as a principal,
partner, joint venturer, agent, employee, salesman, consultant, director or
officer, where such position would involve Employee in any business activity in
competition with Employer or any of its Affiliates.  This restriction will be
limited to the geographical area where Employer or any of its Affiliates is then
engaged in such competing business activity or to such other geographical area
as a court shall find reasonably necessary to protect the goodwill and business
of 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 of 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 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 
                                       7


<PAGE>

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 an/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 Employee's 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 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 the 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.


                                       8

<PAGE>

          D.   Employer may terminate this Agreement upon prior written notice
for any reason other than those set forth in Sections 13.A., B., and C.,
provided, however, that Employer shall have no right to terminate this Agreement
during the 90-day period following a Change in Control of Employer.  This
Agreement shall terminate automatically in the event that Employee elects to
resign within 90 days after a Change in Control of Employer.  In the event of a
termination under the first sentence of this Section 13.D., Employer shall pay
Employee two times the Base Salary as it exists at the time of termination.  In
the event of a termination under the second sentence of this Section 13.D.,
Employer shall pay Employee 2.99 times the Base Salary as it exists at the time
of termination. For purposes of this Agreement, a "Change in Control" of
Employer shall be deemed to have occurred if 50% or more of the outstanding
shares of Employer are sold by CBI to an entity unrelated to CBI or if 50% or
more of the assets of Employer are sold to an entity unrelated to CBI.

          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.

          F.   The termination of this Agreement shall not amend, alter or
modify the rights and obligations of the parties under Sections 6.G., 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 a trust between Employer and Employee, all rights and
duties of Employee arising under this Agreement, and the Agreement itself, are
non-assignable by Employee.

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

     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
                                     
                                     9


<PAGE>

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 enforceability 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, unless required by law.  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 Chief
Operating Officer 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 TELEPHONE COMPANY


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

                                        EMPLOYEE


                                        By   /s/ Richard G. Ellenberger
                                          -------------------------------
                                                 Richard G. Ellenberger



<PAGE>

                                                                   Attachment A
                                                                   
                               RESTRICTED STOCK AWARD
                              UNDER THE PROVISIONS OF
                              THE CINCINNATI BELL INC.
                           1997 LONG TERM INCENTIVE PLAN

Name of Employee:   RICHARD G. ELLENBERGER
Award Date:         JUNE 9, 1997
Number of Restricted Shares:          25,000    

     Pursuant to the provisions of the Cincinnati Bell Inc. 1997 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  25,000 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 8 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 Section 4, 5, 6 and 7 hereof.

     4.   LAPSE.  The Restrictions shall lapse and be of no further force and
     effect as to 25,000 shares on June 9, 2002.

     5.   TERMINATION OF RESTRICTIONS - DEATH.  In the event of your death while
     employed by the Company or any of its subsidiaries and on or prior to June
     9, 2002, the Restrictions shall terminate and be of no further force or
     effect, effecitve as of the date of death, with respect 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 of the
     then restricted Shares through the date of your death bears to the number
     of days from the Date of Grant to June 9, 2002.   Any Shares which remain
     subject to the Restrictions after the calculation 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

                                       

<PAGE>

     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.


     7.   CHANGE IN CONTROL.   In the event of a Change in Control of Cincinnati
     Bell Telephone Company (the "Subsidiary") while you are employed by the
     Company or any of its subsidiaries and on or prior to June 9, 2002, any
     Restrictions which have not previously lapsed shall terminate and be of no
     further force or effect as of the date of the Change of Control.  For
     purposes hereof, "Change of Control" means a change of ownership in which
     50% or more of the Shares of the Subsidiary are sold to an entity which is
     not an affiliate of the Company or 50% or more of the assets of the
     Subsidiary are sold to an entity which is not an affiliate of the Company.


     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 (i) date (as of the Forfeiture Date) those stock powers
     relating to Shares that remain subject to the Restrictions as of the
     Forfeiture Date and (ii) present such stock powers and the certificates to
     which they relate to the Company's transfer agent or other appropriate
     party of 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.


<PAGE>

          (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 JUNE 9, 1997 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).

     10.  INTERPRETATION.  You acknowledge that the Compensation Committee has
     the authority to construe and interpret the terms of the Plan and 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 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.

     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. 102-760
                         Cincinnati, Ohio  45202 
                         Attention:  Secretary of the Compensation Committee


<PAGE>


     TO THE EMPLOYEE:    Richard G. Ellenberger             


     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 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:    June 9, 1997            By: /s/ Connie Johnston
      --------------------           ---------------------------



Dated:    June 15, 1997               /s/ Richard G. Ellenberger
      --------------------           ---------------------------
                                         Accepted and Agreed




<PAGE>

                                EMPLOYMENT AGREEMENT


     This Agreement is made as of January 1, 1998 (the "Effective Date") 
between Cincinnati Bell Inc., an Ohio corporation ("Employer" or "CBI"), and 
William D. Baskett III ("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 Legal Officer 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 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 $275,000 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 year in accordance with 
Employer's regular bonus payment policies.  Employee shall be given a Bonus 
target of not less than $125,000 per year, subject to proration for any 
partial year.


<PAGE>

          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.

          D.   In addition to the Bonuses referred to in Section 4.B., the 
bonus otherwise payable to Frost & Jacobs in 1998 for Employee's dedicated 
service to Employer during 1997 shall be paid directly to Employee.

     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.   In each year of this Agreement, 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 1997 Long Term Incentive Plan (the "1997 
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 sixth level managers of CBI are participating.

          C.   Employee shall receive a restricted stock award of 20,000 
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 1997 Plan on the terms set forth in 
Exhibit A.  Such award shall be further subject to the terms of the 1997 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 and 
under any other disability plan made available to Employee by Employer.

          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 

                                       2


<PAGE>

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 benefit under Cincinnati Bell Inc. 
Retirement Savings Plan (the "Savings Plan") or any successor plan, plus 
(iii) 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 Inc. Executive Deferred Compensation 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.

          G.   If Employee's employment with Employer is terminated 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.

     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 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,

                                       3


<PAGE>

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 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.

                                       4


<PAGE>

                (a)  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.

                (b)  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.

                (c)  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.

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

                (e)  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.

                (f)  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.

                (g)  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 

                                       5


<PAGE>

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.

                (h)  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 

                                       6


<PAGE>

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 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").

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

                                       7


<PAGE>

              (ii)   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.

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

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

                                       8


<PAGE>

          F.   The termination of this Agreement shall not amend, alter or 
modify the rights and obligations of the parties under Sections 6.E., 6.G., 
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.

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

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

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

     21.  CONFIDENTIALITY OF AGREEMENT TERMS.  The terms of this Agreement 
shall be held in strict confidence by Employee and shall not be disclosed by 
Employee to anyone other than Employee's spouse, Employee's legal counsel, 
and Employee's other advisors.  Further, 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/ John T. LaMacchia
                                     -------------------------------
                                        John T. LaMacchia, President


                                   EMPLOYEE



                                        /s/ William D. Baskett III
                                      ------------------------------
                                        William D. Baskett III


                                       10


<PAGE>

                                                                   Attachment A

                               RESTRICTED STOCK AWARD
                              UNDER THE PROVISIONS OF
                              THE CINCINNATI BELL INC.
                           1997 LONG TERM INCENTIVE PLAN

NAME OF EMPLOYEE:   WILLIAM D. BASKETT, III
AWARD DATE:         JANUARY 2, 1998               
NUMBER OF RESTRICTED SHARES:  20,000

     Pursuant to the provisions of the Cincinnati Bell Inc. 1997 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 20,000 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 8 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 12,000 shares on December 31, 2000, as to an additional 4,000 
shares on December 31, 2001, and as to the remaining 4,000 shares on December 
31, 2002.

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 December 31, 2000, 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 January 1, 1998 through the date of your 
death bears to the number of days from January 1, 1998 through December 31, 
2002; (b) if death occurs on or after January 1, 2000 and prior to December 
31, 2001, with respect to the number of Shares (rounded up to the nearest 
whole Share) remaining subject to 


<PAGE>

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 January 1, 2000 through the date of your 
death bears to the number of days from January 1, 2000 through December 31, 
2002; and (c) if death occurs on or after January 1, 2001 and prior to 
December 31, 2002, 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 January 1, 2001 through the date of your death bears to the number of 
days from January 1, 2001 through December 31, 2002.  Any Shares which remain 
subject to the Restrictions after the calculation 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.

7.   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 January 1, 1998), 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.

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 9 to (a) date (as of the Forfeiture Date) those stock powers
relating to Shares that remain subject to the Restrictions as of the


<PAGE>

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 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 JANUARY 2, 1998, 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).

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 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.


<PAGE>

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. 102-2060
                        Cincinnati, Ohio 45202
                        Attention: Secretary of the Compensation Committee



TO THE EMPLOYEE:        William D. Baskett, III   
                        Cincinnati, Ohio  45202
                                                  
                              

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 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:  Janaury 2, 1998                 By:  /s/ Connie Johnston
                                             Secretary


Dated:  Janaury 15, 1998                     /s/ William D. Baskett III
                                             Accepted and Agreed



<PAGE>

                                    AMENDMENT TO
                                CINCINNATI BELL INC.
                        EXECUTIVE DEFERRED COMPENSATION PLAN




     Section 2.1.9 of the Cincinnati Bell Inc. Executive Deferred Compensation
Plan is hereby amended, effective January 1, 1996, to read as follows:

            2.1.9  "Key Employee" means, with respect to any calendar year, 
     an Employee whose base pay and target bonus for the 12-month period 
     immediately preceding the calendar year total at least $150,000 and who 
     has been designated by the Employee's Company as a "Key Employee" for 
     the calendar year.

     IN WITNESS WHEREOF, the Compensation Committee of the Board of Directors of
Cincinnati Bell Inc. has caused its name to be subscribed on the 11th day
of December, 1995.



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



                                        BY:  (s) James D. Kiggen
                                           ----------------------------





<PAGE>

                                CINCINNATI BELL INC.
                                          
                        EXECUTIVE DEFERRED COMPENSATION PLAN
                                          
                (As amended and restated effective January 1, 1998)
                                          
                                          
                                     SECTION 1
                                          
                              NAME AND PURPOSE OF PLAN

     1.1  NAME.  The plan set forth herein shall be known as the Cincinnati 
Bell 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 Cincinnati Bell 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, Share Deferral Accounts, Restricted Stock 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 CBI, each corporation which is a member 
of a controlled group of corporations (within the meaning of section 414(b) 
of the Code, as modified by section 415(h) of the Code) which includes CBI, 
each trade or business (whether or not incorporated) which is under common 
control (within the meaning of section 414(c) of the Code as modified by 
section 415(h) of the Code) with CBI, each 


<PAGE>

member of an affiliated service group (within the meaning of section 414(m) 
of the Code) which includes CBI and each other entity required to be 
aggregated with CBI under section 414(o) of the Code.

          2.1.5     "Code" means the Internal Revenue Code of 1986 as such 
Code now exists or is hereafter amended.

          2.1.6     "Committee" means Compensation Committee of the Board of 
Directors of CBI.

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

          2.1.8     "Key Employee" means, with respect to any calendar year 
("Subject Year"), an Employee whose base pay and target bonus for the 
calendar year immediately preceding the Subject Year total at least $150,000 
(or, in the case of an Employee hired during the Subject Year, whose 
annualized rate of base pay and annualized target bonus for the Subject Year 
total at least $150,000) and who has been designated by the Employee's 
Company as a "Key Employee" for the Subject Year.

     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 larger 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 after the first day of 
a calendar year, 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 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.

                                       2


<PAGE>

          3.1.2     Subject to such rules as the Committee may prescribe, a 
Key Employee may elect to defer up to 100% or a specific dollar amount (not 
less than $1,000) of any Cash Award otherwise payable during the 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, including a 
cash award under CBI's 1988 Long Term Incentive Plan, 1997 Long Term 
Incentive Plan or Short Term Incentive Plan.

          3.1.3     Subject to such rules as the Committee may prescribe, a 
Key Employee may elect to defer up to 100% of any Share Award otherwise 
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 maybe prescribed by the Committee).  For purposes of the 
Plan, "Share Award" means an award under CBI's 1988 Long Term Incentive Plan 
or 1997 Long Term Incentive Plan which is payable in the form of CBI Shares, 
provided that stock option awards and awards of restricted stock shall not be 
considered "Share Awards" for purposes of the Plan.

          3.1.4.    Subject to such rules as the Committee may prescribe, a 
Key Employee who has received a Restricted Stock Award may elect to surrender 
any of the restricted CBI Shares as of any date permitted by the Committee 
(not later than six months prior to the date on which the restrictions 
otherwise applicable to such shares would lapse).  For purposes of the Plan, 
"Restricted Stock Award" means an award of CBI Shares under CBI's 1988 Long 
Term Incentive Plan or 1997 Long Term Incentive Plan which is in the form of 
restricted stock. 

     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, Cash Award, or Share 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).

     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


<PAGE>

          3.3.2 A Key Employee's election to defer a portion of a Cash Award 
or Share Award or to surrender any portion of a Restricted Stock Award 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 who is not a Class 1 Senior Manager under the Cincinnati Bell 
Inc. Pension Program ("Deferral Date"), there shall also be credited to such 
Key Employee's Company Matching Account under Section 4.3, an amount computed 
in accordance with the provisions of this Section 3.4

          3.4.1  To the extent that the Key Employee's aggregate non-deferred 
Basic Salary and Cash Awards for the calendar year through the Deferral Date 
are not in excess the maximum dollar amount permitted for such year under 
section of 401(a)(17) of the Code, the Company match to be credited to such 
Key Employee's Company Matching Account on the Deferral Date shall be 4% (or 
such lesser percentage as may be prescribed by the Committee) of the Basic 
Salary and Cash Award deferred on the Deferral Date.

          3.4.2  To the extent that the Key Employee's aggregate non-deferred 
Basic Salary and Cash Awards for the calendar year through the Deferral Date 
exceed the maximum dollar amount permitted for such year under section 
401(a)(17) of the Code, the Company match to be credited to such Key 
Employee's Company Matching Account on the Deferral Date shall be the lesser 
of (a) 66-2/3% (or such lesser percentage as may be prescribed by the 
Committee) of the Basic Salary and Cash Award deferred on the Deferral Date 
or (b) 4% (or such lesser percentage as may be prescribed by the Committee) 
of the sum of (i) that portion of the Basic Salary and Cash Award deferred on 
the Deferral Date plus (ii) that portion of the Key Employee's Basic Salary 
and Cash Award paid on the Deferral Date.

For purposes of this Section 3.4, the term "Cash Award" shall not include any 
amounts payable under CBI's 1988 Long Term Incentive Plan or 1997 Long Term 
Incentive Plan or any other long term incentive plan maintained by a Company 
and such amounts shall not be eligible for a Company match under this Section 
3.4

                                     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 

                                       4


<PAGE>

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  SHARE DEFERRAL ACCOUNTS.  There shall be established for each Key 
Employee who has elected to defer all or a portion of a Share Award under 
Section 3.1.3 a separate Account, called a Share Deferral Account, which 
shall reflect the amounts deferred by the Key Employee under Section 3.1.3 
and the assumed investment thereof.  Subject to such rules as the Committee 
may prescribe, the amounted deferred by a Key Employee under Section 3.1.3 
shall be credited to the Key Employee's Share Deferral Account as of the day 
on which such amount would have otherwise been paid to the Key Employee.  
Amounts credited to the Key Employee's Share Deferral Account shall be 
assumed to have been invested exclusively in CBI Shares.

     4.3  RESTRICTED STOCK ACCOUNTS.  There shall be established for each Key 
Employee who has elected to surrender all or a portion of a Restricted Stock 
Award under Section 3.1.4 a separate Account, called a Restricted Stock 
Account, which shall reflect the value of the CBI Shares surrendered by the 
Key Employee under Section 3.1.4 and the assumed investment thereof.  Subject 
to such rules as the Committee may prescribe, an amount equal to the value of 
the CBI Shares surrendered by the Key Employee under Section 3.1.4 shall be 
credited to the Key Employee's Restricted Stock Account as of the day on 
which the CBI Shares are surrendered to CBI.  Amounts credited to the Key 
Employee's Restricted Stock Account shall be assumed to have been invested 
exclusively in CBI Shares until six months after the Applicable Lapse Date 
for the surrendered CBI Shares. Thereafter, such amounts 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.  For purposes of the Plan, 
"Applicable Lapse Date" means, with respect to any Restricted Stock Award, 
the date on which the restrictions would have lapsed if the restricted CBI 
Shares had not been surrendered.

     4.4  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 
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 the Key Employee's Company Matching Account shall be assumed to have been 
invested in the investments designed by the Key Employee on a form provided 
by and filed with the Committee. 



                                       5


<PAGE>

     4.5  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 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.

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

          4.6.1.  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 Account shall be assumed to have been invested in 
additional CBI Shares on the day on which such dividends are paid.

          4.6.2.  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 have been purchased for each Account 
shall be appropriately adjusted.

          4.6.3  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.

                                     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, Share Award or Restricted Stock 
Award deferred by the Key Employee.

                                       6


<PAGE>

     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 
Account 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 $50,000 
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 $50,000 or more than 
$1,000,000, it shall be increased to $50,000 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 $50,000, 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.  With 
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.  In its discretion, the Committee may condition the right to 
receive payments with respect to a portion of all of a Key Employee's Company 
Matching Account on the Key Employee's completing a minimum period of service 
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 requirements prior to 
the date on which he ceases to be an Employee (other than by reason of his 
death), he shall not be entitled to receive any payment with respect to his 
Company Matching Account.

          5.2.4.    In the case of a Restricted Stock Account, amounts 
credited to such Account under Section 4.3 shall be subject to forfeiture at 
the same time and to the same extent that the CBI Shares surrendered under 
Section 3.1.4 would have been if such CBI Shares had not been surrendered.  
The provisions of this Section 5.2.4 shall not apply to amounts credited to 
the Restricted Stock Account under Section 4.6.1

                                       7


<PAGE>

     5.3  DEATH.  Except as provided in Section 5.2.4, if a Key Employee 
ceases to be a 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 1923, 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 Exchange Act of 1934.

                                       8


<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 CBI.

     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 of 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 

                                       9


<PAGE>

the same extent as are other corporate assets, and the Key Employee 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 CBI 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 
amount heretofore 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 payment 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 Employee, 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 unenforceabilty shall not affect 
any other provisions 

                                       10


<PAGE>

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.

     IN WITNESS WHEREOF, Cincinnati Bell Inc. has caused its name to be 
subscribed on the 4th day of December, 1997.

                              CINCINNATI BELL INC.

                              By /s/ James D. Kiggen
                                 -----------------------------

                                       11





<PAGE>

 
                              CINCINNATI BELL INC.
                         1997 LONG TERM INCENTIVE PLAN
 
1.  PURPOSE.
    The purpose of the Cincinnati Bell Inc. 1997 Long Term Incentive Plan (the
"Plan") is to further the long term growth of Cincinnati Bell Inc. (the
"Company") by offering competitive incentive compensation related to long term
performance goals to those employees of the Company and its subsidiaries who
will be largely responsible for planning and directing such growth. The Plan is
also intended as a means of reinforcing the commonality of interest between the
Company's shareholders and the employees who are participating in the Plan and
as an aid in attracting and retaining employees of outstanding abilities and
specialized skills. The Plan shall become effective on the date on which it is
approved by the shareholders of the Company (the "Effective Date").
 
2.  ADMINISTRATION.
    2.1  The Plan shall be administered by the Compensation Committee (the
"Committee") of the Company's Board of Directors (the "Board"). The Committee
shall consist of at least three members of the Board (a) who are neither
officers nor employees of the Company, (b) who are "disinterested persons"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "1934
 Act"), and who are "outside directors" within the meaning of
section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the
"Code").
 
    2.2  Subject to the limitations of the Plan, the Committee shall have the
sole and complete authority (a) to select from the salaried employees of the
Company and its subsidiaries those employees who shall participate in the Plan
("Participants"), (b) to make awards in such forms and amounts as it shall
determine and to cancel or suspend awards, (c) to impose such limitations,
restrictions and conditions upon awards as it shall deem appropriate, (d) to
interpret the Plan and to adopt, amend and rescind administrative guidelines and
other rules and regulations relating to the Plan and (e) to make all other
determinations and to take all other actions necessary or advisable for the
proper administration of the Plan. Determinations of fair market value under the
Plan shall be made in accordance with the methods and procedures established by
the Committee. The Committee's determinations on matters within its authority
shall be conclusive and binding on the Company and all other parties.
 
    2.3  The Committee may delegate to one or more Senior Managers or to one or
more committees of Senior Managers the right to make awards to employees who are
not officers or directors of the Company.
 
3.  TYPES OF AWARDS.
    Awards under the Plan may be in any one or more of the following: (a) stock
options, including incentive stock options ("ISOs"), (b) stock appreciation
rights ("SARs"), in tandem with stock options or free-standing, (c) restricted
stock, (d) performance shares and performance units conditioned upon meeting
performance criteria and (e) other awards based in whole or in part by reference
to or otherwise based on Company Common Shares, $1.00 par value ("Common
Shares"), or other securities of the Company or any of its subsidiaries ("other
stock unit awards"). In connection with any award or any deferred award,
payments may also be made representing dividends or interest or other
equivalent. No awards shall be made under the Plan after ten years from the
Effective Date.
 
4.  SHARES SUBJECT TO PLAN.
    Subject to adjustment as provided in Section 13 below, two percent (2%) of
the Company's outstanding Common Shares as of the first day of each calendar
year during which the Plan is in effect shall be available for award under the
Plan in such year; provided, however, that for calendar year 1997, the number of
Common Shares available for award under the Plan shall be the sum of (a) one
percent (1%) of the Company's outstanding Common Shares as of January 1, 1997
plus (b) the number of Common Shares available for award under the Cincinnati
Bell Inc. 1988 Long Term Incentive Plan and the Cincinnati Bell Inc. 1989 Stock
Option Plan (the "Predecessor Plans") immediately prior to the Effective Date.
Common
 
                                       1

<PAGE>
4.  SHARES SUBJECT TO PLAN. (CONTINUED)
Shares available in any year which are not used for awards under the Plan shall
be available for award in subsequent years. Notwithstanding the foregoing,
subject to adjustment as provided in Section 13 below, the total number of
Common Shares available under the Plan for awards of ISOs shall not exceed
twenty-five percent (25%) of the total number of Common Shares available for all
awards over the ten year life of the Plan and the total number of Common Shares
available for awards under the Plan to any one Participant shall not exceed ten
percent (10%) of the total number of Common Shares available for all awards over
the ten year life of the Plan. In the future, if another company is acquired,
any Common Shares covered by or issued as result of the assumption or
substitution of outstanding grants of the acquired company shall not be deemed
issued under the Plan and shall not be subtracted from the Common Shares
available for grant under the Plan. The Common Shares deliverable under the Plan
may consist in whole or in part of authorized and unissued shares or treasury
shares. If any Common Shares subject to any award are forfeited, or the award is
terminated without issuance of Common Shares or other consideration, the Common
Shares subject to such awards shall again be available for grant pursuant to the
Plan.
 
5.  STOCK OPTIONS.
    All stock options granted under the Plan shall be subject to the following
terms and conditions:
 
    5.1  The Committee may, from time to time, subject to the provisions of the
Plan and such other terms and conditions as the Committee may prescribe, grant
to any Participant options to purchase Common Shares, which options may be
options that comply with the requirements for incentive stock options set forth
in section 422 of the Code ("ISOs") or options which do not comply with such
requirements ("NSOs") or both. The grant of an option shall be evidenced by a
signed written agreement ("Stock Option Agreement") containing such terms and
conditions as the Committee may from time to time prescribe.
 
    5.2  The purchase price per Common Share of options granted under the Plan
shall be determined by the Committee but shall not be less than 100% of the fair
market value of the Common Shares on the date the option is granted.
 
    5.3  Unless otherwise prescribed by the Committee in the Stock Option
Agreement, each option granted under the Plan shall be for a period of ten
years, shall be exercisable in whole or in part after the commencement of the
second year of its specified term and may therefore be exercised in whole or in
part before it terminates under the provisions of the Stock Option Agreement.
The Committee shall establish procedures governing the exercise of options and
shall require that written notice of exercise be given and that the option price
be paid in full in cash at the time of exercise. The Committee may permit a
Participant, in lieu of part or all of the cash payment, to make payment in
Common Shares or other property valued at fair market value on the date of
exercise, as partial or full payment of the option price. As soon as practicable
after receipt of each notice and full payment, the Company shall deliver to the
Participant a certificate or certificates representing the acquired Common
Shares.
 
    5.4  Any ISO granted under the Plan shall be exercisable upon the date or
dates specified in the Stock Option Agreement, but not earlier than one year
after the date of grant of the ISO and not later than 10 years after the date of
grant of the ISO, provided that the aggregate fair market value, determined as
of the date of grant, of Common Shares for which ISOs are exercisable for the
first time during any calendar year as to any Participant shall not exceed the
maximum limitations in section 422A of the Code. Notwithstanding any other
previsions of the Plan to the contrary, no individual will be eligible for or
granted an ISO if, at the time the option is granted, that individual owns
(directly or indirectly, within the meaning of section 424(d) of the Code) stock
of the Company possessing more than 10% of the total combined voting power of
all classes of stock of the Company or of any of its subsidiaries.
 
6.  STOCK APPRECIATION RIGHTS.
 
    6.1  A SAR may be granted free-standing or in tandem with new options or
after the grant of a related option which is not an ISO. The SAR shall represent
the right to receive payment of a sum not to exceed the
 
                                       2

<PAGE>

6.  STOCK APPRECIATION RIGHTS. (CONTINUED)
amount, if any, by which the fair market value of the Common Shares on the date
of exercise of the SAR (or, if the Committee shall so determine in the case of
any SAR not related to an ISO, any time during a specified period before the
exercise date) exceeds the grant price of the SAR.
 
    6.2  The grant price (which shall not be less than the fair market value of
the Common Shares on the date of the grant) and other terms of the SAR shall be
determined by the Committee.
 
    6.3  Payment of the amount to which a Participant is entitled upon the
exercise of a SAR shall be made in cash, Common Shares or other property or in a
combination thereof, as the Committee shall determine. To the extent that
payment is made in Common Shares or other property, the Common Shares or other
property shall be valued at fair market value on the date of exercise of the
SAR.
 
    6.4  Unless otherwise determined by the Committee, any related option shall
no longer be exercisable to the extent the SAR has been exercised and the
exercise of an option shall cancel the related SAR to the extent of such
exercise.
 
7.  RESTRICTED STOCK.
    Common Shares awarded as restricted stock may not be disposed of by the
recipient until certain restrictions established by the Committee lapse.
Recipients of restricted stock are not required to provide consideration other
than the rendering of services or the payment of any minimum amount required by
law, unless the Committee otherwise elects. The Participant shall have, with
respect to Common Shares awarded as restricted stock, all of the rights of a
shareholder of the Company, including the right to vote the Common Shares, and
the right to receive any cash dividends, unless the Committee shall otherwise
determine. Upon termination of employment during the restricted period, all
restricted stock shall be forfeited, subject to such exceptions, if any, as are
authorized by the Committee, as to termination of employment, retirement,
disability, death or special circumstances.
 
8.  PERFORMANCE SHARES AND UNITS.
    8.1  The Committee may award to any Participant Performance Shares and
Performance Units ("Performance Award"). Each Performance Share shall represent,
as the Committee shall determine, one Common Share or other security. Each
Performance Unit shall represent the right of a Participant to receive an amount
equal to the value determined in the manner established by the Committee at time
of award. Recipients of Performance Awards are not required to provide
consideration other than the rendering of service, unless the Committee
otherwise elects.
 
    8.2  Each Performance Award under the Plan shall be evidenced by a signed
written agreement containing such terms and conditions as the Committee may
determine.
 
    8.3  The performance period for each award of Performance Shares and
Performance Units shall be of such duration as the Committee shall establish at
the time of award ("Performance Period"). There may be more than one award in
existence at any one time, and Performance Periods may differ. The performance
criteria for each Performance Period shall be determined by the Committee.
 
    8.4  The Committee may provide that amounts equivalent to dividends paid
shall be payable with respect to each Performance Share awarded, and that
amounts equivalent to interest at such rates as the Committee may determine
shall be payable with respect to amounts equivalent to dividends previously
credited to the Participant. The Committee may provide that amounts equivalent
to interest at such rates as the Committee may determine shall be payable with
respect to Performance Units.
 
    8.5  Payments of Performance Shares and any related dividends, amounts
equivalent to dividends and amounts equivalent to interest may be made in a lump
sum or in installments, in cash, property or in a combination thereof, as the
Committee may determine. Payment of Performance Units and any related amounts
equivalent to interest may be made in a lump sum or in installments, in cash,
property or in a combination thereof, as the Committee may determine.
 
                                       3


<PAGE>

9.  OTHER STOCK UNIT AWARDS.
    9.1  The Committee is authorized to grant to Participants, either alone or
in addition to other awards granted under the Plan, awards of Common Shares or
other securities of the Company or any subsidiary of the Company and other
awards that are valued in whole or in part by reference to, or are otherwise
based on, Common Shares or other securities of the Company or any subsidiary of
the Company ("other stock unit awards"). Other stock unit awards may be paid in
cash, Common Shares, other property or in a combination thereof, as the
Committee shall determine.
 
    9.2  The Committee shall determine the Participants to whom other stock unit
awards are to be made, the times at which such awards are to be made, the number
of shares to be granted pursuant to such awards and all other conditions of such
awards. The provisions of other stock unit awards need not be the same with
respect to each recipient. The Participant shall not be permitted to sell,
assign, transfer, pledge, or otherwise encumber the Common Shares or other
securities prior to the later of the date on which the Common Shares or other
securities are issued, or the date on which any applicable restrictions,
performance or deferral period lapses. Common Shares (including securities
convertible into Common Shares) and other securities granted pursuant to other
stock unit awards may be issued for no cash consideration or for such minimum
consideration as may be required by applicable law. Common Shares (including
securities convertible into Common Shares) and other securities purchased
pursuant to purchase rights granted pursuant to other stock unit awards may be
purchased for such consideration as the Committee shall determine, which price
shall not be less than the fair market value of such Common Shares or other
securities on the date of grant, unless the Committee otherwise elects.
 
10. NONASSIGNABILITY OF AWARDS.
    No award granted under the Plan shall be assigned, transferred, pledged or
otherwise encumbered by a Participant, otherwise than (a) by will, (b) by
designation of a beneficiary after death, (c) by the laws of descent and
distribution or (d) to the extent permitted by the Committee, by gift. Each
award shall be exercisable during the Participant's lifetime only by the
Participant or, if permissible under applicable law, by the Participant's
guardian or legal representative or, in the case of a gift permitted by the
Committee, by the recipient of the gift.
 
11. DEFERRALS OF AWARDS.
    The Committee may permit Participants to defer the distribution of all or
part of any award in accordance with such terms and conditions as the Committee
shall establish.
 
12. PROVISIONS UPON CHANGE OF CONTROL.
    In the event of a Change in Control occurring on or after the Effective
Date, the provisions of this Section 12 will supersede any conflicting
provisions of the Plan.
 
    12.1  In the event of a Change in Control, all outstanding stock options and
SARs under Sections 5 and 6 of the Plan shall become exercisable in full and the
restrictions otherwise applicable to any common shares awarded as restricted
stock under Section 7 of the Plan shall lapse; further, unless the Committee
shall revoke such an entitlement prior to a Change in Control, any optionee who
is deemed by the Committee to be a statutory officer ("insider") for purposes of
Section 16 of the 1934 Act shall be entitled to receive in lieu of exercise of
any stock option, to the extent that it is then exercisable, a cash payment in
an amount equal to the difference between the aggregate price of such option, or
portion thereof, and (a) in the event of a tender offer or similar event, the
final offer price per share paid for Common Shares times the number of Common
Shares covered by the option or portion thereof, or (b) the aggregate value of
the Common Shares covered by the stock option.
 
    In the event of a tender offer in which fewer than all Common Shares which
are validly tendered in compliance with such offer are purchased or exchanged,
then only that portion of the Common Shares covered by a stock option as results
from multiplying such Common Shares by a fraction, the numerator of which is the
number of Common Shares acquired pursuant to the offer and the denominator of
which is the
 
                                       4

<PAGE>

12. PROVISIONS UPON CHANGE OF CONTROL. (CONTINUED)
number of Common Shares tendered in compliance with such offer, shall be used to
determine the payment thereupon. To the extent that all or any portion of a
stock option shall be affected by this provision, all or such portion of the
stock option shall be terminated.
 
    12.2  In the event of a Change in Control, a pro rata portion of all
outstanding awards under Sections 8 and 9 of the Plan, whether in the form of
Performance Shares or Units, shall be paid to each Participant within five
business days of such Change in Control. The pro rata portion of such awards to
be paid shall equal the full present value of each such award as of the first
day of the month in which such Change in Control occurs multiplied by a ratio,
the numerator of which shall equal the number of full and partial months
(including the month in which any Change in Control occurs) since the date of
the award and the denominator of which shall equal the number of months in the
applicable performance period.
 
    12.3  For purposes of this Section 12, a "Change in Control" of the Company
means and shall be deemed to occur if:
 
       (a) a tender shall be made and consummated for the ownership of 30% or
           more of the outstanding voting securities of the Company;
 
       (b) 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 (within the
           meaning of the 1934 Act) of any party to such merger or
           consolidation, as the same shall have existed immediately prior to
           such merger or consolidation;
 
       (c) the Company shall sell substantially all of its assets to another
           corporation which is not a wholly owned subsidiary;
 
       (d) a person, within the meaning of Section 3(a)(9) or of Section
           13(d)(3) of the 1934 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) of the 1934 Act,
           controls in any manner the election of a majority of the directors of
           the Company; or
 
       (e) within any period of two consecutive years commencing on or after the
           effective date of the Plan, 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)(1)(i) pursuant to the 1934
           Act.
 
    12.4  In the event of a Change in Control, the provisions of this Section 12
may not be amended on or subsequent to the Change in Control in any manner
whatsoever which would be adverse to one or more Participants without the
consent of each Participant who would be so affected; provided, however, the
Board may make minor or administrative changes to this Section 12 or changes to
conform to applicable legal requirements.
 
13. ADJUSTMENTS.
    13.1  In the event of any change affecting the Common Shares by reason of
any stock dividend or split, recapitalization, merger, consolidation, spin-off,
combination or exchange of shares or other corporate change, or any
distributions to common shareholders other than cash dividends, the Committee
shall make such substitution or adjustment in the aggregate number or class of
shares which may be distributed
 
                                       5

<PAGE>

13. ADJUSTMENTS. (CONTINUED)
under the Plan and in the number, class and option price or other price of
shares subject to the outstanding awards granted under the Plan as it deems to
be appropriate in order to maintain the purpose of the original grant.
 
    13.2  The Committee shall be authorized to make adjustments in performance
award criteria or in the terms and conditions of other awards in recognition of
unusual or non-recurring events affecting the Company or its financial
statements or changes in applicable laws, regulations or accounting principles.
The Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any award in the manner and to the extent it shall
deem desirable to carry it into effect.
 
14. BOARD OF DIRECTORS.
    Notwithstanding any other provisions hereof to the contrary, the Board may
assume responsibilities otherwise assigned to the Committee and may amend, alter
or discontinue the Plan or any portion thereof at any time, provided that no
such action shall impair the rights of a Participant without the Participant's
consent and provided that no amendment shall be made without shareholder
approval which shall (a) increase the total number of shares reserved for
issuance pursuant to the Plan; (b) change the class of eligible Participants; or
(c) materially increase the benefits under the Plan.
 
15. WITHHOLDING.
    To the extent required by applicable federal, state, local or foreign law,
the recipient of an award under the Plan shall make arrangements satisfactory to
the Company for the satisfaction of any withholding obligations that arise in
connection with the award and the Company shall have the right to withhold from
any cash award the amount necessary, or retain from any award in the form of
Common Shares a sufficient number of Common Shares, to satisfy the applicable
withholding tax obligation. Unless otherwise provided in the applicable award
agreement, a Participant may satisfy any tax withholding obligation by any of
the following means or any combination thereof: (a) by a cash payment to the
Company, (b) by delivering to the Company Common Shares owned by the Participant
or (c) with the consent of the Committee, by authorizing the Company to retain a
portion of the Common Shares otherwise issuable to the Participant pursuant to
the exercise or vesting of the award.
 
16. PREDECESSOR PLANS.
    The Plan is intended to supersede the Predecessor Plans for all awards made
after the Effective Date. Awards under the Predecessor Plans which are
outstanding on the Effective Date will not be affected by the Plan, provided
that the Committee, in its discretion, may permit transfers by gift of options
granted under the Predecessor Plans, subject to such terms and conditions as the
Committee may prescribe.
 
                                       6






<PAGE>
                                                                      APPENDIX B
 
                              CINCINNATI BELL INC.
                             1997 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
 
1.  PURPOSE.
    The 1997 Stock Option Plan for Non-Employee Directors (the "Plan") is
intended to attract and retain the services of experienced and knowledgeable
independent directors of Cincinnati Bell Inc. (the "Company") for the benefit of
the Company and its shareholders and to provide additional incentive for such
directors to continue to work for the best interest of the Company and its
shareholders.
 
2.  SHARES SUBJECT TO THE PLAN.
    There are reserved for issuance upon the exercise of options granted under
the Plan 300,000 Common Shares $1.00 par value, of the Company (the "Common
Shares"). Such Common Shares may be authorized and unissued Common Shares or
previously outstanding Common Shares then held in the Company's treasury. If any
option granted under the Plan shall expire or terminate for any reason without
having been exercised in full, the Common Shares subject thereto shall again be
available for the purposes of issuance upon the exercise of options granted
under the Plan.
 
3.  ADMINISTRATION.
    The Plan shall be administered by the Board of Directors of the Company (the
"Board"). Subject to the express provisions of the Plan,
 the Board shall have
authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the terms and provisions of the option
grants and agreements (which shall comply with and be subject to the terms and
conditions of the Plan) and to make all other determinations necessary or
advisable for the administration of the Plan. The Board's determination of the
matters referred to in this Paragraph 3 shall be conclusive.
 
4.  ELIGIBILITY.
    For purposes of the Plan, "Outside Director" means a member of the Board who
is not an employee of the Company or a subsidiary of the Company. Each
individual who first becomes an Outside Director on or after the effective date
of the Plan shall automatically be granted an option to purchase 6,000 Common
Shares on the first day of such individual's first term of office as an Outside
Director. On the date of each annual meeting of the shareholders of the Company
subsequent to the effective date of the Plan, each Outside Director who first
became an Outside Director prior to such annual meeting and who will continue to
serve as an Outside Director after such annual meeting shall automatically be
granted an option to purchase 2,000 Common Shares.
 
    Only non-statutory stock options shall be granted under the Plan.
 
5.  OPTION GRANTS.
    (a)  The purchase price of the Common Shares under each option granted under
the Plan shall be 100% of the Fair Market Value of the Common Shares on the date
such option is granted. For purposes of the Plan, "Fair Market Value" shall be
taken as the average (rounded to the next highest cent in the case of fractions
of a cent) of the high and low sales prices of the Common Shares on the
composite tape on the specified date or, if no Common Shares are traded on the
specified date, on the next preceding date on which Common Shares are traded.
 
    (b)  All options shall be exercisable on the date of grant. The term of each
option shall be ten years from the date of grant, or such shorter period as is
prescribed in Paragraphs 5(d) and 5(e). Except as provided in Paragraphs 5(c),
5(d) and 5(e), no option may be exercised at any time unless the holder is then
a director of the Company.
 
    Upon exercise, the option price is to be paid in full in cash or, at the
discretion of the Board, in Common Shares owned by the optionee having a Fair
Market Value on the date of exercise equal to the
 
                                        1

<PAGE>

5.  OPTION GRANTS. (CONTINUED)
aggregate option price or, at the discretion of the Board, in a combination of
cash and Common Shares. Upon exercise of an option, the Company shall have the
right to retain or sell without notice sufficient Common Shares to cover
government withholding taxes or deductions, if any, as described in Paragraph 9.
 
    (c)  For purposes of the Plan, "Retirement" means retirement from the Board
either (i) after attaining age 68 or (ii) with the permission of the Board. In
the event that an optionee shall cease to be a director because of Retirement,
the optionee may exercise the option at any time during the remaining term of
the option.
 
    (d)  In the event that an optionee shall cease to be a director of the
Company, other than by reason of Retirement or death, the optionee may exercise
the option during the six-month period following such termination, but not after
the expiration of the option. In the event that the option is not exercised
during the six-month period following termination, it shall expire at the end of
such six-month period.
 
    (e)  In the event of the death of a director to whom an option has been
granted under the Plan, the option theretofore granted to the optionee may be
exercised by a legatee or legatees of the optionee under the optionee's last
will or by the optionee's personal representative or distributees at any time
during the remaining term of the option.
 
    In the event that an optionee ceases to be a director other than by reason
of Retirement and dies during the six-month period following such termination of
service as a director, the option may be exercised by a legatee or legatees of
the optionee under the optionee's last will, or by the optionee's personal
representatives or distributees, at any time within a period of one year after
the optionee's death, but not after expiration of the option. In the event the
option is not exercised during the one-year period after the optionee's death,
it shall expire at the end of such one-year period.
 
    In the event that an optionee dies following Retirement, the option
theretofore granted to the optionee may be exercised by the legatee or legatees
of the optionee under the optionee's last will, or by the optionee's personal
representatives or distributees, at any time during the remaining term of the
option.
 
    (f)  Nothing in the Plan or in any option granted pursuant to the Plan shall
confer on any individual any right to continue as a director of the Company.
 
6.  TRANSFERABILITY AND SHAREHOLDER RIGHTS OF HOLDERS OF OPTIONS.

    No option granted under the Plan shall be transferable otherwise than by
will or by the laws of descent and distribution, and an option may be exercised,
during the lifetime of an optionee, only by the optionee. An optionee shall have
none of the rights of a shareholder of the Company until the option has been
exercised and the Common Shares subject to the option have been registered in
the name of the optionee on the transfer books of the Company. Notwithstanding
the foregoing, the Board, in its discretion, may permit transfers of options by
gift or otherwise, subject to such terms and conditions as the Board may
prescribe.

 
7.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
    Notwithstanding any other provisions of the Plan, the number and class of
shares subject to the options and the option prices of options covered thereby
shall be proportionately adjusted in the event of changes in the outstanding
Common Shares by reason of stock dividends, stock splits, recapitalizations,
mergers, consolidations, combinations or exchanges of shares, split-ups,
split-offs, spin-offs, liquidations or other similar changes in capitalization,
or any distribution to common shareholders other than cash dividends and, in the
event of any such change in the outstanding Common Shares, the aggregate number
and class of shares available under the Plan and the number of shares as to
which options may be granted shall be appropriately adjusted by the Board.
 
8.  AMENDMENT AND TERMINATION.
    Unless the Plan shall theretofore have been terminated as hereinafter
provided, the Plan shall terminate on, and no awards of options shall be made
after, the tenth anniversary of the effective date of the Plan; provided,
however, that such termination shall have no effect on options granted prior
thereto.
 
                                       2

<PAGE>

8.  AMENDMENT AND TERMINATION. (CONTINUED)
The Plan may be terminated, modified or amended by the shareholders of the
Company. The Board may also terminate the Plan or modify or amend the Plan in
such respects as it shall deem advisable in order to conform to any change in
any law or regulation applicable thereto, or in other respects which shall not
change (i) the total number of Common Shares as to which options may be granted,
(ii) the class of persons eligible to receive options under the Plan, (iii) the
manner of determining the option prices, (iv) the period during which options
may be granted or exercised or (v) the provisions relating to the administration
of the Plan by the Board.
 
9.  WITHHOLDING.
    Upon the issuance of Common Shares as a result of the exercise of an option,
the Company shall have the right to retain or sell without notice sufficient
Common Shares to cover the amount of any tax required by any government to be
withheld or otherwise deducted and paid with respect to such Common Shares being
issued, remitting any balance to the optionee; provided, however, that the
optionee shall have the right to provide the Company with the funds to enable it
to pay such tax.
 
10. EFFECTIVENESS OF THE PLAN.
    The Plan shall become effective on the day following the date the Plan is
approved by the vote of the holders of a majority of the outstanding Common
Shares at a meeting of the shareholders. The Board may in its discretion
authorize the granting of options which shall be expressly subject to the
conditions that (i) the Common Shares reserved for issue under the Plan shall
have been duly listed, upon official notice of issuance, upon each stock
exchange in the United States upon which the Common Shares are traded and (ii) a
registration statement under the Securities Act of 1933 with respect to such
shares shall have become effective.
 
11. PREDECESSOR PLAN.
    The Plan is intended to supersede the Cincinnati Bell Inc. 1988 Stock Option
Plan for Non-Employee Directors (the "1988 Plan") for all options granted on or
after the effective date of the Plan. Options granted under the 1988 Plan which
are outstanding on the effective date of the Plan will not be affected by the
Plan, provided that the Board, in its discretion, may permit transfers by gift
or otherwise of options granted under the 1988 Plan, subject to such terms and
conditions as the Board may prescribe.
 
                                       3



<PAGE>
                                                                Exhibit 12
                                                                    to
                                                             Form 10-K for 1997

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

<TABLE> 
<CAPTION>

                                             1997     1996     1995     1994     1993 
                                             ----     ----     ----     ----     ----
<S>                                         <C>      <C>      <C>      <C>      <C>
        Earnings
          (a)  Income (loss) before income 
               taxes, extraordinary charges 
               and cumulative effect of 
               change in accounting 
               principle                     $296.9   $284.7  $(19.6)  $117.6  $(55.1)
          (b)  Adjustment for undistributed
               (income) losses of
               partnerships                    (2.1)    (3.4)   (4.5)     1.3     1.3 
          (c)  Interest expense                35.5     33.9    52.8     49.5    45.8
          (d)  One-third of rental expense     34.4     27.6    23.1     23.9    23.6
                                             -------  ------- -------  ------  -------

               Total Earnings(1)             $364.7   $342.8  $ 51.8   $192.3  $ 15.6
                                             -------  ------- -------  ------- -------
                                             -------  ------- -------  ------- -------

        Fixed Charges
          (a)  Interest expense              $ 35.5   $ 33.9  $ 52.8   $ 49.5  $ 45.8
          (b)  One-third of rental expense     34.4     27.6    23.1     23.9    23.6
          (c)  Preferred dividends               --       --      --       --     3.5
                                             -------  ------- -------  ------- -------

                                             $ 69.9   $ 61.5  $ 75.9   $ 73.4  $ 72.9
                                             -------  ------- -------  ------- -------
                                             -------  ------- -------  ------- -------

        Ratio of earnings to combined fixed 
         charges and preferred stock
         dividends                             5.22     5.57    0.68     2.62    0.21

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

          (1)  Results for 1997 decreased $14.0 million for a charge from a 
               1997 business restructuring at MATRIXX and pension 
               settlement gains from a 1995 business restructuring at CBT
               and CBI.
               Results for 1996 increased $27.1 million primarily for pension
               settlement gains from a 1995 business restructuring at CBT 
               and CBI.
               Results for 1995 decreased $197.0 million primarily for a charge
               from
 a 1995 business restructuring at CBT and CBI and a 
               writedown of goodwill at MATTRIXX.
               Results for 1993 decreased $131.5 million primarily for a charge
               from a 1993 restructuring at CBIS.





<PAGE>

Selected Financial and Operating Data

<TABLE>
<CAPTION>


Millions of dollars except per share amounts            1997        1996        1995        1994        1993        1992
- -------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>         <C>         <C>         <C>         <C>      
Results of Operations
Revenues                                            $1,756.8    $1,573.7    $1,336.1    $1,228.2    $1,096.2    $1,101.4
Costs and expenses excluding special items           1,429.7     1,291.9     1,110.7     1,057.1       982.0       990.8
- -------------------------------------------------------------------------------------------------------------------------
Operating income excluding special items               327.1       281.8       225.4       171.1       114.2       110.6

Special items (a)                                       14.0       (24.7)      178.7         5.7       132.9        19.4
- -------------------------------------------------------------------------------------------------------------------------
Operating income (loss)                                313.1       306.5        46.7       165.4       (18.7)       91.2
Other income (expense), net                             19.3        12.1       (13.5)        1.7         9.4        10.9
Interest expense (a)                                    35.5        33.9        52.8        49.5        45.8        46.2
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes, extraordinary 
   items and cumulative effect of change in 
   accounting principle                                296.9       284.7       (19.6)      117.6       (55.1)       55.9
Income taxes                                           103.3        99.7         5.7        42.1         1.7        17.0
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations               193.6       185.0       (25.3)       75.5       (56.8)       38.9
Extraordinary items and cumulative effect of 
   change in accounting principle (b)                 (210.0)         --        (7.0)       (2.9)         --        (3.7)
- -------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                      (16.4)      185.0       (32.3)       72.6       (56.8)       35.2
Preferred dividend requirements                           --          --          --          --         2.2         4.3
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) applicable to common shares           $  (16.4)   $  185.0    $  (32.3)   $   72.6    $  (59.0)   $   30.9
- -------------------------------------------------------------------------------------------------------------------------
Earnings (loss) per common share (c)
   Income (loss) from continuing operations
   Basic                                            $   1.43    $   1.38    $   (.19)   $    .58    $   (.45)   $    .31
   Diluted                                          $   1.41    $   1.35    $   (.19)   $    .58    $   (.44)   $    .30
   Net income (loss)
   Basic                                            $   (.12)   $   1.38    $   (.24)   $    .56    $   (.47)   $    .25
   Diluted                                          $   (.12)   $   1.35    $   (.24)   $    .55    $   (.45)   $    .24

Dividends declared
 per common share (c)             $    .40    $    .40    $    .40    $    .40    $    .40    $    .40
Weighted average common shares (millions) (c)
   Basic                                               135.2       133.9       132.0       130.7       126.5       123.7
   Diluted                                             137.7       137.2       133.5       130.9       129.8       130.2

Financial Position
Total assets (b)                                    $1,498.7    $1,670.9    $1,591.7    $1,723.4    $1,664.1    $1,632.5
Long-term debt                                      $  269.2    $  279.5    $  386.8    $  528.3    $  522.9    $  350.1
Total debt                                          $  459.8    $  503.7    $  512.9    $  597.0    $  634.9    $  543.0
Preferred shares                                    $     --    $     --    $     --    $     --    $     --    $   60.0
Common shareowners' equity                          $  579.7    $  634.4    $  478.1    $  552.4    $  515.6    $  568.9

Other Data
Total capital additions (including acquisitions)    $  236.1    $  220.8    $  166.8    $  156.2    $  235.4    $  140.1
Telephone plant construction                        $  141.1    $  101.4    $   90.3    $  112.8    $  111.6    $   95.0
Network access lines (000)                             1,005         958         906         877         848         827
Access minutes of use (millions)
   Interstate                                          2,945       2,744       2,536       2,336       2,132       1,985
   Intrastate                                          1,055         963         956         932         888         836
Employees                                             20,800      19,700      15,100      15,600      14,700      11,200
Market price per share (c)
   High                                             $ 33.750    $ 30.813    $ 17.625    $ 10.063    $ 12.188    $ 10.438
   Low                                              $ 23.063    $ 15.875    $  8.438    $  7.688    $  8.063    $  7.688
   Close                                            $ 31.000    $ 30.813    $ 17.375    $  8.500    $  9.000    $  8.563

</TABLE>


(a) See Note 2 of Notes to Financial Statements.
(b) See Note 3 of Notes to Financial Statements.
(c) Restated to reflect two-for-one share split in May 1997 and adoption of SFAS
    128.



<PAGE>

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


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 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 Communications Services segment, consisting of Cincinnati 
Bell Telephone Company (CBT), Cincinnati Bell Long Distance Inc. (CBLD), 
Cincinnati Bell Directory Inc. (CBD), Cincinnati Bell Supply Company (CBS) 
and Cincinnati Bell Wireless Company (CBW), provides local telephone exchange 
services and products in Greater Cincinnati, long distance services, yellow 
pages and directory services, and telecommunications equipment. CBW was 
formed during the fourth quarter of 1997 for the purpose of providing 
customers in the Greater Cincinnati and Dayton markets advanced digital 
personal communications services (PCS), voice, paging, E-mail messaging, 
other features and associated products.
  CBLD, CBD and CBS, previously in a separate category, are now included in 
the Communications Services segment to better reflect the Company's 
communications business. Certain prior year amounts have been reclassified to 
conform with the current classifications with no effect on financial results. 
Common shares and earnings per share have been restated to reflect a 
two-for-one share split in May 1997 and the adoption of Statement of 
Financial Accounting Standards (SFAS) 128, "Earnings Per Share," in 1997. All 
per share references that follow refer to diluted earnings per share.  
  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 helping communications companies 
and marketing-intensive businesses worldwide compete more effectively through 
advanced billing, customer information and teleservices solutions, while 
enhancing its position as the premier provider of communications services in 
Greater Cincinnati. By leveraging the combined knowledge, capabilities and 
experience of its subsidiaries, the Company seeks to capitalize on the 
opportunities arising in the changing communications market and the growing 
trend of outsourcing.
  During 1997, the Company continued investing to grow its subsidiaries' 
existing operations and to add new capabilities. CBIS made an investment in 
Wiztec Solutions Ltd. to add billing capabilities in the direct-broadcast 
satellite marketplace and entered into a strategic relationship to add 
billing capabilities for consolidated Internet services. MATRIXX opened three 
new call centers and announced a plan to restructure its operations to 
achieve increased productivity and customer focus. CBT continued to invest 
heavily in its telephone plant to accom-modate record access line growth and 
introduced new advanced data solutions to meet the emerging need for data 
services.
  In the fourth quarter of 1997, MATRIXX announced agreements to acquire 
AT&T's teleservices unit, AT&T Solutions Customer Care (Transtech), and the 
teleservices assets of Maritz Inc. With the closing of these acquisitions in 
the first quarter of 1998, MATRIXX is the teleservices industry leader. The 
Company's agreement announced on February 3, 1998, to acquire an 
approximately 80% interest in a PCS venture with AT&T, underscores the 
Company's commitment to be the premier provider of communications services in 
Greater Cincinnati.


<PAGE>

- -------------------------------------------------------------------------------
Results of Operations

1997 Compared to 1996
Revenues reached a record $1,756.8 million up 12% from $1,573.7 million last 
year, as a result of balanced growth in the communications and customer-care 
businesses. The customer-care businesses, CBIS and MATRIXX, accounted for 73% 
of the revenue growth, and collectively represented 54% of consolidated 
revenues for the year. Costs and expenses excluding special items were 
$1,429.7 million, up 11% over 1996. Operating income excluding special items 
increased to $327.1 million, an 18.6% margin, up from $281.8 million, a 17.9% 
margin, in 1996. Excluding special and extraordinary items, net income 
increased to $203.3 million or $1.48 per share in 1997 from $167.6 million or 
$1.22 per share in 1996.
  Special items in 1997 included a charge of $35.0 million at MATRIXX for a 
restructuring of divisions and facilities, and credits of $21.0 million for 
pension settlement gains from lump sum distributions resulting from the 1995 
business restructuring at CBT and CBI. In 1997, the Company also recorded a 
$210.0 million after-tax, non-cash extraordinary charge for the 
discontinuation of Statement of Financial Accounting Standards (SFAS) 71, 
"Accounting for the Effects of Certain Types of Regulation," at CBT. Special 
items in 1996 included credits of $29.7 million for restructuring and pension 
settlement gains from the 1995 business restructuring at CBT and CBI, charges 
of $5.0 million for acquired research and development costs from acquisitions 
at CBIS and MATRIXX and a reversal of $2.5 million for accrued interest 
expense related to overearnings liabilities.
  Including the special and extraordinary items, the reported net loss was 
$16.4 million or $.12 per share in 1997 compared to net income of $185.0 
million or $1.35 per share in 1996.
  Operating results were also affected by two significant initiatives which 
began in 1997. The first initiative was the effort to reprogram the Company's 
information systems for the Year 2000. The second was the effort to modify 
CBT's network as mandated by the regulators to accommodate connections with 
competing networks and to allow customers to maintain their telephone numbers 
when they switch local service providers. During 1997, the Company incurred 
$14.1 million for Year-2000 reprogramming costs and $6.3 million for 
regulator-mandated interconnection and local number portability costs.

1996 Compared to 1995
Revenues reached $1,573.7 million in 1996, up 18% from 1995. CBIS and MATRIXX 
produced 82% of the revenue growth and 52% of consolidated revenues for the 
year. Costs and expenses excluding special items were $1,291.9 million, an 
increase of 16% over 1995. Operating income excluding special items increased 
25% in 1996 to $281.8 million. Excluding special and extraordinary items, net 
income was $167.6 million or $1.22 per share in 1996 and $114.2 million or 
$.86 per share in 1995.
  Special items in 1996 amounted to a net credit of $27.2 million compared to 
charges of $208.0 million in 1995 items. The effect of the special and 
extraordinary items increased net income $17.4 million or $.13 per share in 
1996 and decreased net income by $146.5 million or $1.10 per share in 1995.
  Including special and extraordinary items, reported net income was $185.0 
million or $1.35 per share in 1996 compared to a net loss of $32.3 million or 
$.24 per share in 1995.

- -------------------------------------------------------------------------------
Communications Services

CBT's strategy is to be the leading full-service provider of communications 
services and products in the Greater Cincinnati market. To that end, during 
1997 CBT aggressively and successfully increased its marketing of second 
access lines for voice, data, Internet and fax usage, as well as custom 
calling features such as Caller ID, and its FUSE Internet service. During 
1997, CBT also launched its Network Solutions group to capitalize on its 
potential in the data networking business. CBT's status as the premier 
provider of communications services and products was reinforced by the 
installation of the one millionth CBT access line in the fourth quarter of 
1997, a significant milestone in the 125-year history of the Company. 


<PAGE>

- -------------------------------------------------------------------------------
  CBD publishes the leading Yellow Pages directories in Greater Cincinnati. 
During 1997, CBD invested heavily in the development of its Electronic Yellow 
Pages offering and its cincinnati-today.com Internet information service. 
CBLD's strategy is to be a full-service regional communications company, 
offering advanced data, fax and voice messaging, local and national paging, 
and conference-calling services, all wrapped around its core, expanding suite 
of long-distance products. CBS assists Greater Cincinnati businesses in 
managing their desktop and network computer needs both as a source of 
leading-brand equipment and maintenance and repair services. CBW was formed 
in late 1997 and opened three retail stores in the Greater Cincinnati area 
selling communications products, while pursuing discussions to launch digital 
wireless PCS in the Greater Cincinnati and Dayton markets. These discussions 
led to the February 3, 1998, announcement of a venture with AT&T under which 
CBW will own an approximate 80% interest in a PCS provider expected to begin 
offering PCS services in Cincinnati and Dayton later in 1998.


<TABLE>
<CAPTION>

                                                % Change              % Change
($ millions)                  1997      1996    97 vs. 96    1995      96 vs. 95
- -------------------------------------------------------------------------------
<S>                        <C>       <C>          <C>      <C>         <C>
Revenues:

  Local service              $386.2    $370.6         4    $352.6         5
  Network access              170.0     161.9         5     142.6        14
  Other services              278.3     247.3        13     240.8         3
- -------------------------------------------------------------------------------
    Total                     834.5     779.8         7     736.0         6
 
Costs and expenses:
  Operating expenses          647.1     620.7         4     591.6         5
  Year-2000 
    programming costs           4.2        --        --        --        --
  Mandated 
    telecommunications 
    costs                       6.3        --        --        --        --
  Special items:
    Restructuring/
     settlement gains         (21.0)    (28.5)       --     121.7        --
- -------------------------------------------------------------------------------
       Total                  636.6     592.2         7     713.3       (17)
 
Operating income             $197.9    $187.6          5   $ 22.7        --
Excluding special items:
  Operating Income           $176.9    $159.1        11    $144.4        10
  Operating margin             21.2%     20.4%               19.6%

</TABLE>


1997 Compared to 1996
The Communications Services businesses had a strong year. Record access line 
growth at CBT, higher revenues at CBLD, CBD and CBS and cost control efforts 
increased the operating margin, excluding special items, over the 1996 level, 
while each of the companies continued to make investments to position 
themselves for the emergence of competition in the communications 
marketplace. One such expenditure was CBT's spending to meet regulator 
mandates to modify its network and systems to allow competing local exchange 
service providers to interconnect with CBT's network.

Revenues
Revenues increased $54.7 million or 7%. Local service revenues increased 
$15.6 million primarily from continuing growth in access lines, which reached 
a record in 1997. The strong business economy, higher installations of second 
lines and demand for access to on-line computer services increased access 
lines 5% for the year. Revenues from enhanced custom calling features 
increased as a result of access line growth, promotions and increased 
advertising. 
  Network access revenues increased $8.1 million, principally from increases 
in state access revenues of $6.8 million, special access revenues of $3.3 
million and end user revenues of $3.2 million. The increases were caused by 
8% growth in access minutes, growth in access lines and increased special 
access revenues from wireless providers and higher data volume associated 
with services to Internet providers. These positive factors were offset by 
reductions of $5.2 million from significant price reductions on Federal 
access rates with the adoption of new access regulation and from changes in 
overearnings accruals.


<PAGE>

  Other services increased $31.0 million primarily as a result of higher 
revenues at CBLD and CBS. The higher revenues at CBLD were the result of 
greater minutes of use from direct carrier and alternate channel sales. At
CBS, the increase was the result of higher sales and support of computer 
equipment and operations.

Costs and Expenses
Operating expenses increased $26.4 million or 4%, with most of the increase 
occurring at CBT. Factors that contributed to the expense increase at CBT 
included increases of $14.1 million for labor, consulting fees and 
right-to-use fees. The right-to-use fees were related to switching equipment 
and software purchases. Depreciation expense increased $4.0 million, 
primarily as a result of higher telephone plant balances throughout 1997. 
Substantially all of the remaining increase in operating expenses was the 
result of higher direct costs associated with higher revenue levels at CBLD, 
CBS and CBD and costs incurred in late 1997 related to the start-up of CBW's 
retail operations.
  During 1997, CBT began to incur costs to ready its information systems and 
software for the Year 2000 and mandated telecommunications costs to modify 
its network for interconnection with competing local exchange carriers. 
Year-2000 programming costs totaled $4.2 million while regulator mandated 
spending totaled $6.3 million.
  Special items were $21.0 million in pension settlement gains in 1997 and 
$28.5 million in pension settlement gains and restructuring adjustments in 
1996, all at CBT.
  In the fourth quarter of 1997, CBT discontinued the application of SFAS 71 
and recognized a $210.0 million non-cash, extraordinary charge, net of taxes 
(see Note 3 of Notes to the Financial Statements). The discontinuance of SFAS 
71 did not have a significant effect on CBT's operating expenses in 1997. The 
Company expects CBT's 1998 depreciation expense to decline slightly because 
of the lower net plant base, partially offset by the impact of shorter 
depreciation lives. CBT's depreciation expense should increase somewhat in 
1999 as compared to 1998 levels as CBT continues to invest in new technology.

1996 Compared to 1995

Revenues
Revenues increased $43.8 million or 6%. Local service revenues increased 
$18.0 million. Access lines grew by 4% due to strong demand for business 
lines and higher installations of second residential lines. Increased 
penetration of enhanced services, such as Caller ID, and a full year of new 
Kentucky rates also contributed to the revenue gain.
  Network access revenues increased $19.3 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.
  Other services increased $6.5 million, primarily as a result of higher 
revenues at CBLD, CBD and CBS. Partially offsetting the increases were 
decreases at CBT in long distance revenue from the expansion of local service 
territories in November 1995, a lower level of billing and collection 
services and changes in the provision for uncollectible accounts.

Costs and Expenses
Operating expenses were $29.1 million or 5% higher than in 1995. At CBT, 
payroll-related expenses were unchanged. Savings from employee departures 
under the 1995 business restructuring were offset by cost increases resulting 
from strong access line growth, inclement weather, the desire to maintain 
customer service levels, and adding employees with different skills. Expenses 
for labor, consulting and data processing increased $11.5 million as a result 
of ongoing business and process improvements resulting from the 1995 
restructuring plan. Advertising costs for planned campaigns and depreciation 
expense from higher telephone plant balances increased $5.9 million. Lower 
cost from facilities consolidation resulting from the 1995 restructuring and 
a change in property taxes decreased operating expenses $8.4 million at CBT. 
Most of the remaining increase in operating expenses, $18.2 million, was at 
CBLD, CBS and CBD. The increase was primarily the result of higher direct 
costs associated with higher revenue levels at all three businesses.
  Special items in 1996 were a credit of $28.5 million, principally pension 
settlement gains. In 1995, special items were charges of $121.7 million, all 
related to the recording of costs for the business restructuring.


<PAGE>

- -------------------------------------------------------------------------------
Information Systems
CBIS's strategy is to provide customer-care and billing services and 
solutions to the growing communications and cable/broadband industries. CBIS 
seeks to enter into long-term outsourced contracts that share in the success 
and growth of its clients. It targets domestic and international wireless, 
wireline, cable TV, broadband, Internet and other convergent service 
providers. Additionally, CBIS develops network management systems for large 
international communications companies.
  CBIS's systems enable its clients to better manage their customer 
relationships through a range of turnkey and more customized applications. 
CBIS continues to make significant investments in the development of software 
and in increasing the capacity and capabilities of its data centers.


<TABLE>
<CAPTION>

                                                % Change             % Change
($ in millions)               1997      1996    97 vs. 96   1995     96 vs. 95
- -------------------------------------------------------------------------------
<S>                        <C>       <C>           <C>    <C>          <C>
Revenues                     $548.0    $479.8      14        $373.9        28


Costs and expenses: 
  Operating expenses          434.6     401.3       8        327.9        22
  Year-2000
    programming costs           8.7        --      --           --        --
  Special items:
    Acquired research
      and development
      costs                      --       3.0      --          7.5        --
- ---------------------------------------------------------------------------------
        Total                 443.3     404.3      10      335.4        21

Operating income             $104.7    $ 75.5      39       $ 38.5        96
Excluding special items:
  Operating income           $104.7    $ 78.5      33       $ 46.0        71
  Operating margin             19.1%     16.4%               12.3%

</TABLE>


1997 Compared to 1996
CBIS had an outstanding year as continued wireless subscriber growth fueled a 
14% increase in revenues and the operating margin excluding special items 
increased by 2.7 points despite continued aggressive spending on research and 
development and the beginning of significant spending by CBIS to address the 
Year-2000 issue.

Revenues
Revenues increased $68.2 million or 14%. Data processing revenues increased 
$57.0 million, primarily from growth in cellular and PCS subscribers. 
Subscriber levels in the core wireless market increased 29%. The increase in 
data processing revenues attributable to the growth in core wireless 
subscribers was partially offset by a decline in the number of subscribers 
for whom CBIS performs wireless long distance billing. This decline resulted 
from the Telecommunications Act of 1996 causing a loss in market share by a 
CBIS client to other long distance carriers. License and other revenue 
increased $6.3 million, primarily from software license and hardware sales to 
clients in the cable industry. Professional services revenues increased $3.7 
million, entirely in the first half of 1997, reflecting higher levels of 
development work for PCS clients and enhancement requests from existing 
clients. Most of the remaining increase was from international revenues 
associated with acquisitions made in the last half of 1996 and some new 
international clients, partially offset by less activity with certain 
existing international clients. 

Costs and Expenses
Operating expenses increased $33.3 million or 8%. Direct costs of providing 
services increased $10.0 million from higher business volume and additional 
costs from companies acquired in the second half of 1996. Research and 
development costs increased $15.8 million reflecting higher development 
activity in support of the Precedent 2000 software platform for PCS 
subscribers. Total research and development costs were 15% of revenues in 
1997 compared to 11% in 1996. The remaining increase was the result of higher 
depreciation as well as selling, general and administrative costs.
  During 1997, CBIS incurred costs of $8.7 million to reprogram systems and 
software for the Year 2000.


<PAGE>

1996 Compared to 1995

Revenues
Revenues increased $105.9 million or 28%. Data processing revenues increased 
$30.3 million from the growth in wireless subscribers partially offset by 
lower volume on a long distance credit card contract. Professional services 
revenues increased $37.1 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. International 
revenues increased $20.6 million, primarily from 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 as a result of contract uncertainties. The acquisitions 
of ISD in late 1995, and International Computer Systems, Inc. and Swift 
Management Services in 1996, increased revenues by $27 million in 1996. 

Costs and Expenses
Operating expenses increased $73.4 million or 22%. Direct costs of providing
services increased $40.0 million reflecting higher personnel and payroll-related
costs, a new data center, and other expenses associated with a higher level of
business volume. Research and development costs, excluding the in-process
research and development special items, increased $23.8 million as completion of
the initial release of Precedent 2000-SM- required higher development activity.
The remaining increase of $9.6 million was the result of higher marketing,
depreciation, and general and administrative expenses.
  Special items recorded in both 1996 and 1995 related entirely to the 
write-off of acquired in-process research and development costs associated 
with acquisitions made in those years. 

- -------------------------------------------------------------------------------
Teleservices

MATRIXX is a leading provider of outsourced teleservices to communications 
and other marketing intensive companies worldwide. MATRIXX's strategy is to 
offer a full range of customer service, sales support, help desk and 
telephone marketing solutions to major companies in its targeted industries. 
MATRIXX focuses on developing long-term relationships in the communications, 
financial services, technology and consumer goods industries. MATRIXX 
segments its services into traditional inbound and outbound programs and 
outsourced dedicated programs which offer a higher level of complexity and 
customization. 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. 



<PAGE>


<TABLE>
<CAPTION>

                                                  % Change            % Change
($ in millions)                 1997      1996    97 vs. 96   1995    96 vs. 95
- --------------------------------------------------------------------------------
<S>                          <C>       <C>        <C>       <C>       <C>
Revenues                       $447.6    $367.1      22      $271.1      35


Costs and expenses:
  Operating expenses            402.0     321.4      25       238.8      35
  Year-2000 
   programming costs              1.2      --        --        --        --
  Special items:
    Restructuring 
      and goodwill 
      impairment                 35.0      --        --        39.6      --
    Acquired research 
     and development 
     costs                       --         2.0      --        --        -- 
- --------------------------------------------------------------------------------
       Total                    438.2     323.4      35       278.4      16
 
Operating income (loss)        $  9.4   $  43.7     (78)    $  (7.3)     --
Excluding special items:
  Operating income            $  44.4   $  45.7     (3)     $  32.3      41
  Operating margin                9.9%     12.4%               11.9%

</TABLE>


1997 Compared to 1996
Despite 22% revenue growth, 1997 was a challenging year for MATRIXX. During 
the second half of the year, the teleservices industry was adversely affected 
to a significant degree by softness in the market for teleservices and a 
reduction in overall marketing activities by certain large clients. These 
occurrences primarily impacted the traditional inbound/outbound segment of 
the teleservices market. MATRIXX was unable to reduce costs quickly as the 
market softness occurred. This was largely responsible for the 2.5 point 
decline in operating margin excluding special items. In response to these 
factors, MATRIXX announced a restructuring plan in the fourth quarter of 
1997, which, when fully implemented, is expected to help MATRIXX improve its 
productivity and customer focus.

Revenues
Revenues increased $80.5 million, up 22% from 1996. Excluding acquisitions 
made in the second half of 1996, revenues increased 13%. Dedicated services 
contributed revenue gains of $97.8 million, primarily as the result of strong 
sales in the technology and telecommunications industries and acquisitions 
made in the second half of 1996. Traditional inbound/outbound service 
revenues decreased $20.7 million as a result of softness in the market and a 
reduction in overall marketing activities by certain clients in the second 
half of the year.

Costs and Expenses
Operating expenses increased $80.6 million or 25%. Expenses increased in 
1997, principally as a result of increases in personnel and payroll-related 
costs, depreciation associated with new and expanded facilities and costs 
associated with businesses acquired in the last half of 1996. These 
growth-related costs, combined with softness in traditional inbound/outbound 
service revenues and profits in the second half of the year, caused the 
operating margin, excluding special items, to decline to 9.9% for the year. 
  The special item recorded in 1997 was a $35.0 million fourth quarter 
restructuring charge for the consolidation of certain operating divisions and 
facilities. The 1996 special item was a $2.0 million charge for the write-off 
of acquired in-process research and development costs related to acquisitions 
made in 1996.

1996 Compared to 1995

Revenues 
Revenues increased $96.0 million, or 35%, from strong growth throughout its 
teleservices business. Dedicated services revenues increased $71.4 million 
from strong growth with a major client and from other technology and 
telecommunications industry clients. Acquisitions made in the second half of 
1996 produced $6.0 million of revenues in 1996. Most of the remaining 
increase came from traditional inbound/outbound services and international 
operations.


<PAGE>

Costs and Expenses
Operating expenses excluding special items grew at the same rate as revenues 
in 1996. Personnel expenses increased at a higher rate than revenues in 1996, 
reflecting some wage pressure in certain labor markets. Telecommunications 
expense grew more slowly than revenues. Facilities costs and depreciation 
expense were higher reflecting expansion in the business.
  Special items in 1996 consisted of $2.0 million of in-process research and 
development costs associated with acquisitions. The special item in 1995 was 
a charge of $39 million related to the impairment of goodwill associated with 
operations in France.

- --------------------------------------------------------------------------------
Other Income (Expense), Net 


<TABLE>
<CAPTION>

                                                  % Change             % Change 
($ in millions)                 1997      1996    97 vs. 96    1995    96 vs. 95 
- --------------------------------------------------------------------------------
<S>                         <C>       <C>        <C>        <C>        <C>
                              $  19.3   $  12.1      60      $(13.5)      --

</TABLE>


1997 Compared to 1996
The increase was primarily a result of interest income related to an Internal 
Revenue Service (IRS) refund and an increase in joint venture income.

1996 Compared to 1995
Several non-recurring items in 1995 contributed to the change 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 
$5.0 million writedown in the carrying cost of certain real estate. 
Additionally, in 1996, income from joint ventures increased, net of 
litigation fees.

- --------------------------------------------------------------------------------
Interest Expense 


<TABLE>
<CAPTION>

                                                  % Change             % Change
($ in millions)                 1997      1996    97 vs. 96   1995     96 vs. 95 
- --------------------------------------------------------------------------------
<S>                         <C>       <C>        <C>        <C>       <C>
                               $35.5     $33.9        5      $52.8       (36)

</TABLE>


1997 Compared to 1996
Excluding a reversal of $2.5 million in interest expense related to 
overearnings liabilities in the third quarter 1996, interest expense in 1997 
was comparable to 1996.
  The weighted average interest rate for debt was approximately 7.0% for both 
years and average debt outstanding decreased to $498 million in 1997 from 
$510 million in 1996.

1996 Compared to 1995
The retirement of high cost long-term debt in late 1995 and early 1996 
resulted in reductions of $17.8 million in interest expense. Also, the 
Company reversed $2.5 million in 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 year.


<PAGE>

- --------------------------------------------------------------------------------
Income Taxes 


<TABLE>
<CAPTION>

                                                   % Change             % Change
($ in millions)                 1997      1996    97 vs. 96   1995     96 vs. 95 
- --------------------------------------------------------------------------------
<S>                          <C>      <C>          <C>       <C>       <C>
Income taxes                   $103.3   $  99.7       4      $  5.7       --

Effective tax rate               34.8%     35.0%               29.3%
Effective tax rate 
  excluding special 
  items                          34.6%     34.9%               35.6%

</TABLE>


1997 Compared to 1996 and 1996 Compared to 1995
In 1997, the increase in tax expense was the result of higher pre-tax income. 
The 1997 effective tax rate was comparable to the 1996 rate and was 
positively impacted by the extension of the research and development tax 
credit and the conclusion of the 1989-1994 federal tax return audits. The 
change in the effective tax rate from 1995 to 1996 was caused by the 1995 
impairment writedown of non-deductible goodwill associated with MATRIXX's 
operations in France.

- --------------------------------------------------------------------------------
Extraordinary Items, Net of Taxes 


<TABLE>
<CAPTION>

                                                  % Change            % Change
($ in millions)                 1997      1996    97 vs. 96   1995    96 vs. 95 
- --------------------------------------------------------------------------------
<S>                          <C>      <C>          <C>      <C>        <C>
                               $210.0      --        --      $  7.0       --

</TABLE>


As described in Note 3 of Notes to Financial Statements, the Company 
determined in the fourth quarter of 1997 that the continued application of 
SFAS 71 by CBT was no longer appropriate. The Company's determination that 
SFAS 71 should be discontinued was based upon a review of recent changes in 
CBT's competitive and regulatory environment. The result of the 
discontinuation of SFAS 71 was an extraordinary, non-cash charge of $210.0 
million, net of income taxes.
  In December 1995, the Company retired, at a premium, $75 million of 9.1% 
notes through a partial redemption and in-substance defeasance. The 

retirement resulted in an extraordinary charge of $7.0 million, net of income 
taxes.

- --------------------------------------------------------------------------------
Financial Condition

Capital Investment, Resources and Liquidity
Management believes that the Company has adequate internal and external 
resources available to finance its on-going operating requirements, including 
network expansion and modernization, business development, dividend programs, 
the acquisitions of Transtech and the teleservices assets of Maritz Inc. and 
the investment in a PCS venture. These two acquisitions and the PCS 
investment are expected to require in excess of $750 million in additional 
capital. As an issuer of investment grade credit, the Company foresees no 
difficulty in raising the required capital. The Company is currently working 
on updated syndicated bank lines of credit which should be more than adequate 
to provide for the Company's financial needs. This is expected to be 
completed during the first quarter of 1998. The Company may replace such 
short-term debt with permanent financing, including equity, to maintain its 
financial flexibility.
  Cash provided by operating activities, which is the Company's primary 
source of liquidity, was $329 million compared to $252 million in 1996. The 
increase in cash flows from operations was due in large part to higher 
earnings levels excluding non-cash special and extraordinary items, higher 
levels of payables and certain other liabilities, and the receipt of a refund 
related to conclusion of the 1989-1994 federal tax return audits. The 
increase was partially offset by an increase in accounts receivable (which 
was the result of higher revenues and somewhat slower cash receipts), an 
increase in other current assets and more than $10 million in contributions 
to the Company's qualified pension plans.


<PAGE>

  The Company's most significant investing activity continued to be capital 
expenditures. Capital expenditures were $247 million, up $28 million from 
1996. At CBT, upgrades to switching and transmission equipment for 
high-capacity data lines, Internet access and strong access line gains are 
driving equipment spending to increase network capacity. CBT's capital 
expenditures were up more than $40 million from 1996. In 1997, the Company 
also purchased a PCS license from the Federal Communications Commission (FCC) 
for the Cincinnati marketplace. The increase in 1997 capital spending was 
partially offset by the impact of 1996 capital expenditures for acquisitions 
by CBIS and MATRIXX which totaled $63 million in 1996. Capital expenditures 
for acquisitions in 1997 were $14 million, primarily related to CBIS's 
acquisition of a nearly 20% interest in Wiztec Solutions Ltd. Capital 
expenditures for 1998, excluding acquisitions, are estimated to be up to $260 
million. The acquisitions of Transtech and the teleservice assets of Maritz 
Inc., along with the investment in a PCS venture could add in excess of $750 
million to this amount, bringing total 1998 capital expenditures to more than 
$1 billion. This estimated amount would not include any additional 
acquisitions that may incur in 1998.

Balance Sheet
Receivables increased $35.8 million from higher revenues at all companies and 
slower collections at CBT and MATRIXX. The investment by CBIS in Wiztec 
Solutions Ltd., a provider of customer care and billing for direct broadcast 
satellite and video services, caused the majority of the $16.3 million 
increase in investments in unconsolidated entities. Net property, plant and 
equipment decreased by $282.6 million, largely as a result of the $327.7 
million reduction caused by the discontinuance of SFAS 71. Deferred charges 
and other assets increased $44.8 million from settlement gains, contributions 
and benefit payments related to Company's pension plans, and net changes in 
deferred taxes, partially offset by SFAS 71 write-offs of non-plant 
regulatory assets. Deferred income taxes and other long-term liabilities 
decreased $106.9 million and $22.9 million, respectively, primarily as a 
result of the discontinuation of SFAS 71 at CBT.

Capitalization
In January 1997, Duff & Phelps Credit Rating Co. (DCR) upgraded the Company's 
senior unsecured debt to A and its commercial paper rating to D-1. DCR also 
reaffirmed CBT's senior unsecured debt at AA-. In March 1997 Standard & 
Poor's (S&P) upgraded its rating on the Company's senior unsecured debt and 
the corporate credit rating to A from A-. The Company's commercial paper 
rating was also upgraded to A-1. Furthermore, CBT's AA- senior unsecured debt 
and corporate credit ratings were affirmed. In May 1997, Moody's Investor 
Service (Moody's) raised its rating on the Company's senior unsecured debt to 
A2 from A3 and its rating for commercial paper to P-1 from P-2.
  With the announcement on December 23, 1997, that the Company had reached an 
agreement to buy Transtech for $625 million, DCR, S&P and Moody's placed the 
Company under review for possible downgrade. The main reasons cited for these 
reviews were the Company's strategies for financing  the acquisition, the 
near-term dilutive effect on cash flows by the acquired business and 
increased business risk. 
  On February 27, 1998, Moody's lowered the senior unsecured debt ratings of 
the Company to Baa1 from A2, and its commercial paper rating to P-2 from P-1. 
In addition, Moody's lowered the senior unsecured debt rating of CBT to A2 
from Aa3. Moody's stated that the Company's acquisition of Transtech and its 
PCS investment could result in a negative impact on financial performance 
over the intermediate term and, along with the capital requirements of CBT, 
could result in significant external financing requirements. On March 2, 
1998, DCR announced that it will continue to maintain the ratings of the 
Company's senior unsecured debt and commercial paper, but that the Company 
will remain under review for a possible downgrade. DCR also announced that it 
had reaffirmed  CBT's senior unsecured debt rating at AA-. DCR indicated that 
its actions were predicated on the Company's intention to realign its 
long-term capital structure to a level consistent with an A rating. The 
ultimate outcome of the review by DCR is uncertain. On March 9, 1998, S&P 
lowered its rating on the Company's senior unsecured debt and the corporate 
credit rating to A- from A. The Company's commercial paper rating was lowered 
to A-2 from A-1. CBT's senior unsecured debt and corporate credit rating were 
also lowered to A+ from AA-. S&P stated that the Company's ratings reflect 
increased business risk and higher degree of financial risk associated with 
the Company's expansion in the outsourced marketing industry. The Company may 
issue equity in the future to maintain its desired credit ratings.


<PAGE>

Qualitative and Quantitative Disclosures about Market Risk
The Company is exposed to the impact of interest rate changes and foreign 
currency fluctuations. In the normal course of business, the Company employs 
established policies and procedures to manage its exposure to changes in 
interest rates and fluctuations in the value of foreign currencies using a 
variety of financial instruments. It is the Company's policy to enter into 
interest rate and foreign currency transactions only to the extent considered 
necessary to meet its objectives. The Company does not enter into interest 
rate or foreign currency transactions for speculative purposes. 
  Interest Rate Risk Management -- The Company's objective in managing its 
exposure to interest rate changes is to limit the impact of interest rate 
changes on earnings and cash flows and to lower its overall borrowing costs. 
To achieve its objective of managing its exposure to interest rate changes, 
the Company uses a combination of variable rate short-term and fixed rate 
long-term financial instruments as of December 31, 1997.  The Company 
continually monitors the interest rates on its short-term commercial paper 
and bank loans. The following table presents descriptions of the Company's 
fixed-rate debentures and notes at December 31, 1997, which are sensitive to 
changes in interest rates. 

Maturity Dates for Long-Term Debentures and Notes


<TABLE>
<CAPTION>

                                                                       Fair
                             1998-2001    2002   Thereafter   Total    Value 
- --------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>       <C>       <C>
 Fixed-rate debentures 
   and notes (in millions)       --       $20.0    $220.0    $240.0    $250.8
 Average interest rate           --         4.4%      7.1%      6.9%

</TABLE>


  The Company's acquisition of Transtech and its investment in the PCS 
venture are expected to increase its short-term variable interest rate 
exposure significantly.
  Foreign Currency Risk Management -- The Company's objective in managing the 
exposure to foreign currency fluctuations is to reduce earnings and cash flow 
volatility associated with foreign exchange rate changes to allow management 
to focus its attention on its core business issues. Foreign currency 
exposures at December 31, 1997 and 1996, were immaterial. 
  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. Currency gains 
and losses were reflected in the currency adjustment in the shareowners' 
equity. The net effect of the swap was to increase interest expense by $5.1 
million for the year ended December 31, 1995. The swap also increased the 
Company's weighted average interest rate from 7.7% to 8.5% in 1995. There 
were no foreign currency swap agreements or other foreign currency derivative 
instruments outstanding at December 31, 1997.

- --------------------------------------------------------------------------------
Regulatory Matters 

Telecommunications Competition
Recently enacted and future legislative, regulatory and judicial developments 
will have an impact on CBT and other local exchange carriers (LECs). The 
extent of this impact will not be known until the related initiatives have 
been fully implemented. The basic thrust of these developments is to 
encourage competition in the telecommunications industry by removing barriers 
to market entry.

Federal -- CBT's operations are being greatly impacted by the 
Telecommunications Act of 1996 (the Act) and rules and regulations issued 
thereunder. The Act requires incumbent LECs, such as 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. Beginning in 1996, the FCC adopted orders 
implementing the Act's provisions to open local exchange service markets to 
competition. 


<PAGE>

  On August 8, 1996, the FCC issued its order on interconnection, the first 
of three significant rulings that will determine the ground rules for local 
exchange competition. CBT and several other incumbent LECs sought review of 
this order by the United States Court of Appeals on the grounds that the 
order is inconsistent with the requirements of the Act. On July 18, 1997, the 
Court of Appeals issued its decision on this matter stating that the FCC 
rules exceeded the FCC's authority under the Act in several areas. Among 
other things, the Court rejected the FCC pricing guidelines and the "pick and 
choose" rule which would have allowed new entrants to select the most 
favorable provisions of interconnection arrangements. The Court did affirm 
the obligation of incumbent LECs to let rival companies use their electronic 
ordering systems and various elements of their network. On October 14, 1997, 
the Court issued an order that vacated the portion of the FCC's 
interconnection rules that required incumbent LECs to combine unbundled 
network elements for interconnectors. With the Court of Appeals decision, 
which has been appealed by the FCC, these issues on interconnection and 
pricing now fall into the state jurisdiction, the effects of which on CBT 
cannot yet be determined.
  On May 7, 1997, the FCC adopted orders on access charge reform and a new 
universal service program. The access charge reform order generally removed 
from minute-of-use access rates, costs that are not incurred on a 
per-minute-of-use basis. The order also adopted changes to the interstate 
rate structure for transport services which are designed to move the charges 
for these services to more cost-based levels. The universal service order 
reformed the existing system of universal service in a manner that will 
permit local telephone markets to move to a competitive arena. The order 
provides continued support to low-income consumers and will help to connect 
eligible schools, libraries and rural health care providers to the global 
telecommunications network. Several parties have filed cases with the Court 
on various issues within these two orders. Given the ongoing regulatory and 
judicial developments in these area, it is not yet possible to determine 
fully the impact of the Act and related FCC regulations on CBT operations.
  Effective July 1, 1997, CBT's price-cap tariff filing was approved by the 
FCC without suspension. This means CBT's interstate access and toll prices 
will be regulated, rather than its earnings. Prices will be capped or indexed 
annually based on the difference of inflation, as measured by the GDP-PI, a 
6.5% productivity offset and exogenous cost adjustments. The FCC retained 
provisions that allow carriers earning less than a 10.25% rate of return to 
adjust their indices to reflect the 10.25% level. The election of price caps 
will better enable CBT to meet the challenges being faced in the new 
competitive environment. CBT and Citizens Utilities have filed petitions for 
reconsideration with the FCC to revisit the establishment of the 6.5% 
productivity offset. In addition, several appeals have been filed with the 
U.S. Court of Appeals regarding the order establishing the 6.5% productivity 
offset. At this time, the impact of the petition for reconsideration and the 
appeals can not be determined.

Ohio -- Beginning in the fourth quarter of 1997, CBT has begun to see 
increased competition under the Public Utilities Commission of Ohio's (PUCO) 
local service guidelines. The ultimate impact of the increased competition 
will depend upon court rulings, how the PUCO addresses CBT's request to 
suspend/modify certain of the local competitive requirements and the outcome 
of CBT's alternative regulation proceeding. A number of entities have 
requested interconnection arrangements with CBT to date. CBT has negotiated 
interconnection arrangements with five wireless carriers, (AirTouch, 
Ameritech Cellular, GTE Wireless, AT&T Wireless, and Nextel Wireless). On 
August 7, 1997, CBT filed a two-year interconnection agreement with Time 
Warner Communications with the PUCO. Two additional negotiated agreements 
(with Intermedia Communications and TCG of Ohio) were completed and filed 
with the PUCO in the fourth quarter of 1997. The agreements set terms by 
which these companies will connect to CBT's network, including how calls will 
be exchanged and how each company will be compensated. 
  In August 1997, the PUCO issued decisions in arbitration cases involving 
CBT and MCI and IntelCom Group. These rulings set terms, prices and 
conditions for connection with CBT's network. Revised interconnection 
agreements between CBT and these companies have been filed and both companies 
are proceeding with plans to offer local service in Ohio. MCI's agreement 
includes terms for MCI to resell CBT's communications services, as well as 
for MCI to be a facilities-based competitor.
  On February 5, 1997, CBT filed an application with the PUCO seeking 
approval of a new alternative regulation plan called "Commitment 2000" to 
supersede an existing plan which expired in May 1997. The PUCO issued an 
order that all rates, terms and conditions of that existing plan will 
continue until a decision is made regarding Commitment 2000. The Commitment 
2000 plan proposes marketing and pricing flexibility which will enable CBT to 
be more responsive to competition. Additionally, the plan provides for a 
realignment of rates by reducing business rates and increasing residence 
rates in a revenue-neutral manner.


<PAGE>

  On November 17, 1997, the PUCO issued its staff report on CBT's Commitment 
2000 Plan. The staff report is a key milestone in a process that includes 
formal hearings before the PUCO. In its report the PUCO staff recommended a 
decrease in CBT's annual revenue of between $5.5 and $10 million and allowed 
for other adjustments that could significantly increase the amount of the 
annual revenue reduction. The staff also recommended elimination of monthly 
TouchTone charges, that CBT's future prices be based on a rate of inflation 
measured by the GDP-PI, a productivity factor of 4% to 6.5% and a service 
quality adjustment. If the staff's recommendation regarding service quality 
is accepted by the PUCO, CBT's prices for local service could be reduced up 
to 2.5% if CBT's customer service deteriorates below its historical 
standards. In its report, the PUCO staff also rejected CBT's proposal to 
rebalance rates, stating that increases for local residential service would 
not be allowed until significant competition existed in the local market.

Kentucky -- On May 9, 1997, CBT filed a petition with the Public Service
Commission of Kentucky (PSCK) for suspension and modification of certain
requirements of local competition mandated by the FCC. The PSCK opened a
proceeding to address CBT's request and set the matter for hearing in October
1997. On September 30, 1997, CBT filed to withdraw its petition due to a delay
by the PUCO to a similar request on the Company's Commitment 2000 plan. CBT may
refile its request with the PSCK after a decision is rendered in Ohio.
  CBT has received a notice from the PSCK that a management audit will be
conducted beginning in the first quarter of 1998. The PSCK is required to
periodically conduct management audits of the largest regulated entities under
its jurisdiction. 

- --------------------------------------------------------------------------------
Business Outlook 

Communications Services 
Competition in the local exchange business is increasing, due to legislative 
and regulatory initiatives, as well as new technologies. CBT continues to 
develop new service offerings to help offset future competitive loss. CBT is 
working to assure implementation of rules that result in fair competition. 
The outcome of the regulatory process with respect to CBT's Commitment 2000 
rate filing could result in significant reductions to CBT's revenues and 
earnings. Similarly, increased competition may make it more difficult for CBT 
to maintain current revenue and profit levels.
  CBT will continue to incur significant expenses in 1998 in preparation for 
regulator-mandated interconnection and local number portability. In 1998, 
total mandated costs could be in a range of $15 to $25 million with the 
majority of these costs expected to be incurred in the first half of the 
year. Additionally, CBT's Year-2000 programming costs are expected to be in 
the range of $10 to $15 million in 1998 but should be less in 1999. 
  CBT will continue to develop new products and services in an effort to 
broaden the services it can offer to its customers. These actions, if 
undertaken, could cause expenses to increase in advance of corresponding 
revenues and could require significant incremental capital expenditures.
  On February 2, 1998, the Company announced that it had reached agreement on 
a multi-year renewal of agreements between CBT and AT&T under which the 
companies provide services to each other. Revenues from the new agreements 
are expected to be less than 5% of the segment's annual revenues.
  On February 3, 1998, the Company announced a venture with AT&T to provide 
PCS in the Greater Cincinnati and Dayton markets. The venture agreement 
provides that CBW will acquire an 80% interest in the venture for more than 
$100 million. The closure of this transaction, which the Company believes 
will occur sometime in 1998, is dependent upon, among other things, FCC 
approval of a PCS license transfer from AT&T to the venture. CBW is committed 
to funding certain start-up operating losses of the venture beginning in 
February 1998. Accordingly, the Company will reflect these losses in its 
consolidated financial reporting as incurred. Company management expects 
CBW's share of the venture's losses to be approximately $.15 per share in 
1998. This expectation is based upon several assumptions including the actual 
closing of the transaction and market acceptance of the PCS offering and, 
therefore, actual losses could vary significantly from the Company's 
expectation.
  CBLD, CBD and CBS face stiff competition in their markets especially from 
larger companies. In order to assure success, they will continue to offer and 
develop superior products, services and value. The focus will be on niche 
markets and opportunities. CBD now competes with its former sales 
representative for Yellow Page Services. This new competition may affect 
CBD's ability to grow revenues and profits.


<PAGE>

Information Systems 
CBIS provides quality service to its clients because of its knowledge of the 
market, technology and client needs. CBIS continues to rely on a few 
significant clients for most of its revenue. CBIS's top three clients, 
excluding CBT, accounted for 62% of its revenues in 1997. CBIS maintains 
multi-year contracts with its clients, but some contracts have early 
termination clauses. The loss of one of the top three clients could result in 
a material reduction in revenues and profits. One client representing 
approximately 7% of CBIS's 1997 revenues committed in 1997 to renew the 
relationship through August 2004. The Company earlier reported that the 
relationship with this client might be terminated. CBIS may renegotiate one 
or more major contracts in 1998, exchanging lower prices for longer contract 
terms and a broader relationship. These negotiations could negatively impact 
future results.
  CBIS's success is in part dependent upon the success and acceptance of its 
clients' product offerings in the marketplace. A significant amount of CBIS's 
growth is directly related to increased wireless subscribers in the United 
States. As the installed base of wireless customers becomes larger, growth 
rates should decrease. Additionally, certain international network management 
system development projects are nearing completion causing a need for new 
sources of revenues to achieve growth.  
  CBIS will incur a substantial amount of Year-2000 programming costs because 
it is reliant on information systems software and equipment. These costs will 
likely be in the range of $15 to $20 million in 1998, and are expected to be 
lower in 1999. The demand for programming resources to address the Year-2000 
issue worldwide could constrain CBIS's ability to hire and retain the 
required resources and lead to increased labor costs for programming talent. 
CBIS believes that its ability to maintain a leadership position in the 
technological development of billing systems will be critical to its future.

Teleservices 
Expected teleservices market growth and MATRIXX's range of services and focus 
on dedicated outsourcing should continue to provide for future growth. The 
teleservices business is very competitive and experienced softness in the 
"traditional" market sector during the second half of 1997. "Outsourced 
marketing services", where clients are served by a dedicated MATRIXX service 
team, represents approximately two-thirds of MATRIXX's revenues and should 
continue to grow faster than the "traditional" market sector. To enhance 
services to its clients, improve productivity and better position itself for 
further growth, MATRIXX took a fourth quarter restructuring charge of $35 
million. The changes from the restructuring plan are expected to contribute 
$10 million in annual savings when fully implemented. The outlook for 
existing MATRIXX operations is for improvement from the second half of 1997 
in revenues and earnings reflecting adjustments made to MATRIXX's cost 
structure.
  MATRIXX's top three clients accounted for 36% of its 1997 revenues, down 
from 44% in 1996. Loss of any significant contracts would have an adverse 
effect on its revenues and profits. MATRIXX must continue to win new 
contracts and grow its business with existing clients in a competitive market 
with excess call-center capacity. The level of success of MATRIXX's clients 
in their markets is also an important driver of MATRIXX's growth. 
  On January 8, 1998, MATRIXX acquired the teleservices assets of Maritz Inc. 
which had revenues of approximately $50 million in 1997. The acquisition is 
expected to increase MATRIXX's revenues in 1998 and have an immaterial impact 
on earnings.
  On March 3, 1998, MATRIXX acquired Transtech for approximately $625 
million. The acquisition will initially be financed through short-term debt 
and will likely result in a first quarter 1998 charge to write off certain 
acquired in-process research and development costs. The acquired operations 
had revenues of approximately $400 million in 1997. The acquisition and 
related financing is expected to have a dilutive effect on 1998 earnings and 
will further increase MATRIXX's concentration of revenues from its three 
largest clients. The acquisition will nearly double the size of MATRIXX, 
making it the world's largest provider of outsourced teleservices. A 
successful integration of Transtech's operations with those of MATRIXX is 
important for the Company to achieve its business objectives.
  MATRIXX has begun to incur costs in response to the Year-2000 issue. These 
costs are expected to be in a range of $12 to $18 million in 1998, including 
approximately $8 to $10 million for Transtech. MATRIXX's Year-2000 costs are 
expected to be lower in 1999. 


<PAGE>

Year-2000 Programming 
The Company incurred $14.1 million in expenses in 1997 in order to prepare 
its software and systems for the Year 2000. The estimate for Year-2000 
programming costs in 1998 could be in a range up to approximately $50 
million, including approximately $8 to $10 million for Transtech, but these 
costs are expected to be lower in 1999. Some major CBIS applications are 
expected to be Year-2000 compliant in 1998. If the Company were to be 
unsuccessful in readying its software and systems for the Year 2000, the 
effect that this would have on client relationships, particularly in the 
Information Systems segment, would have a material adverse impact on the 
Company. The failure of one of the Company's significant clients or suppliers 
to successfully modify its systems for the Year 2000 could also have an 
adverse impact on the Company.

Business Development 
The Company continues to review opportunities for acquisitions and 
divestitures for all of its businesses.

Reports of Management and Independent Accountants           Cincinnati Bell Inc.
- -------------------------------------------------------------------------------

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 the system of internal controls 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 five 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.



Brian C. Henry
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER



<PAGE>


Report of Independent Accountants

TO THE SHAREOWNERS OF CINCINNATI BELL INC.

We have audited the accompanying consolidated balance sheets of Cincinnati 
Bell Inc. and subsidiaries as of December 31, 1997 and 1996, 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, 1997. 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, 1997 and 1996, and the 
consolidated results of their operations and their cash flows for each of the 
three years in the period ended December 31, 1997, in conformity with 
generally accepted accounting principles.
  As discussed in Note 3 to the Financial Statements, the Company 
discontinued applying the provisions of Statement of Financial Accounting 
Standard No. 71, "Accounting for the Effects of Certain Types of Regulation," 
in 1997.




Cincinnati, Ohio
February 16, 1998, 

except for Note 21 as to which 
the date is March 3, 1998



<PAGE>

Consolidated Statements of Income                           Cincinnati Bell Inc.


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------
Millions of dollars except per share amounts    Year ended December 31            1997         1996         1995
- -----------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>          <C>          <C>        
Revenues                                                                      $1,756.8     $1,573.7     $1,336.1
- -----------------------------------------------------------------------------------------------------------------

Costs and Expenses:
  Costs of products and services                                                 935.2        850.3        705.2
  Selling, general and administrative                                            288.7        273.8        250.8
  Depreciation and amortization                                                  185.4        172.8        162.2
  Year-2000 programming costs                                                     14.1           --           --
  Mandated telecommunications costs                                                6.3           --           --
  Special charges (credits)                                                       14.0        (29.7)       171.2
- -----------------------------------------------------------------------------------------------------------------
     Total costs and expenses                                                  1,443.7      1,267.2      1,289.4
- -----------------------------------------------------------------------------------------------------------------

Operating Income                                                                 313.1        306.5         46.7
- -----------------------------------------------------------------------------------------------------------------

Other Income (Expense), Net                                                       19.3         12.1        (13.5)
Interest Expense                                                                  35.5         33.9         52.8
- -----------------------------------------------------------------------------------------------------------------
Income (Loss) Before Income Taxes and Extraordinary Items                        296.9        284.7        (19.6)
Income Taxes                                                                     103.3         99.7          5.7
- -----------------------------------------------------------------------------------------------------------------
Income (Loss) Before Extraordinary Items                                         193.6        185.0        (25.3)
Extraordinary Items, Net of Taxes                                               (210.0)          --         (7.0)
- -----------------------------------------------------------------------------------------------------------------
Net Income (Loss)                                                             $  (16.4)    $  185.0     $  (32.3)
- -----------------------------------------------------------------------------------------------------------------

Basic Earnings (Loss) Per Common Share
  Income (Loss) Before Extraordinary Items                                     $  1.43      $  1.38      $  (.19)
  Extraordinary Items                                                            (1.55)          --         (.05)
- -----------------------------------------------------------------------------------------------------------------
  Net Income (Loss)                                                            $  (.12)     $  1.38      $  (.24)
Diluted Earnings (Loss) Per Common Share
  Income (Loss) Before Extraordinary Items                                     $  1.41      $  1.35      $  (.19)
  Extraordinary Items                                                            (1.53)          --         (.05)
- -----------------------------------------------------------------------------------------------------------------
  Net Income (Loss)                                                            $  (.12)     $  1.35      $  (.24)
- -----------------------------------------------------------------------------------------------------------------
Weighted Average Common Shares Outstanding (millions)
  Basic                                                                          135.2        133.9        132.0
  Diluted                                                                        137.7        137.2        133.5
- -----------------------------------------------------------------------------------------------------------------

</TABLE>


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


<PAGE>


<TABLE>
<CAPTION>

Consolidated Balance Sheets             Cincinnati Bell Inc.
- ------------------------------------------------------------------------------
Millions of dollars               at December 31            1997        1996
- ------------------------------------------------------------------------------
<S>                                                      <C>        <C>
Assets


Current Assets
  Cash and cash equivalents                                $  9.9     $  2.0 
  Receivables, less allowances of $14.0 and $11.7           350.8      315.0 
  Material and supplies                                      16.3       17.3 
  Deferred income tax benefits                               24.6       15.4 
  Prepaid expenses and other current assets                  48.4       40.9 
- ------------------------------------------------------------------------------
     Total current assets                                   450.0      390.6 


Property, Plant and Equipment, Net                          703.2      985.8 
Goodwill and Other Intangibles                              195.0      205.1 
Investments in Unconsolidated Entities                       77.6       61.3
Deferred Charges and Other Assets                            72.9       28.1 
- ------------------------------------------------------------------------------
Total Assets                                             $1,498.7    $1,670.9
- ------------------------------------------------------------------------------
Liabilities and Shareowners' Equity


Current Liabilities
  Debt maturing within one year                          $  190.6  $   224.2 
  Payables and other current liabilities                    344.3      288.1 
- ------------------------------------------------------------------------------
     Total current liabilities                              534.9      512.3 


Long-Term Debt                                              269.2      279.5 
Deferred Income Taxes                                        12.7      119.6 
Other Long-Term Liabilities                                 102.2      125.1 
- ------------------------------------------------------------------------------

     Total liabilities                                      919.0    1,036.5 
- ------------------------------------------------------------------------------

Commitments and Contingencies

Shareowners' Equity
  Common shares, $1 par value                               136.1      135.1 
  Additional paid-in capital                                229.8      213.1 
  Retained earnings                                         217.7      288.5 
  Currency translation adjustments                           (3.9)      (2.3) 
- ------------------------------------------------------------------------------
     Total shareowners' equity                              579.7      634.4 
- ------------------------------------------------------------------------------
Total Liabilities and Shareowners' Equity                $1,498.7   $1,670.9
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
</TABLE>


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


<PAGE>

Consolidated Statements of Cash Flows                      Cincinnati Bell Inc.
- -------------------------------------------------------------------------------


<TABLE>
<CAPTION>

Millions of dollars                            Year ended December 31                          1997         1996         1995
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>            <C>          <C>
Cash Flows From Operating Activities:
  Net income (loss)                                                                        $  (16.4)      $185.0       $(32.3)
  Adjustments to reconcile net income (loss)
     to net cash provided by operating activities:
     Depreciation and amortization                                                            185.4        172.8        162.2
     Special charges (credits)                                                                 14.0        (29.7)       171.2
     Provision for loss on receivables                                                         11.5          9.0          8.5
     Charges for purchased research and development                                              --          5.0          7.5
     Extraordinary items, net of taxes                                                        210.0           --          7.0
     Other, net                                                                               (15.2)          .1          (.4)
  Change in assets and liabilities net of effects from acquisitions and disposals:
     Increase in receivables                                                                  (46.7)       (45.6)       (34.1)
     Increase in other current assets                                                         (16.7)        (1.4)        (1.1)
     Increase (decrease) in accounts payable and accrued liabilities                           22.3        (35.9)        (1.4)
     Decrease in other current liabilities                                                    (38.4)       (13.5)       (11.2)
     Increase (decrease) in deferred income taxes and unamortized
      investment tax credits                                                                    4.8          6.4        (50.5)
     Decrease (increase) in other assets and liabilities, net                                  14.8          (.2)         7.3
     Change in assets and liabilities from termination of swap agreement                         --           --        (36.6)
- ------------------------------------------------------------------------------------------------------------------------------
       Net cash provided by operating activities                                              329.4        252.0        196.1
- ------------------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities:
  Capital expenditures - telephone plant                                                     (143.9)       (99.3)       (89.7)
  Capital expenditures - other                                                                (88.9)       (56.9)       (25.6)
  Acquisitions, net of cash acquired                                                          (13.9)       (62.7)       (31.4)
  Dispositions of assets                                                                         --         12.7           --
  Other, net                                                                                   13.3         (4.9)         5.4
- ------------------------------------------------------------------------------------------------------------------------------
       Net cash used in investing activities                                                 (233.4)      (211.1)      (141.3)
- ------------------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities:
  Issuance of long-term debt                                                                     --           --         21.9
  Repayment of long-term debt                                                                (109.0)       (90.9)       (78.4)
  Net increase (decrease) in short-term debt                                                   66.1         79.1        (29.9)
  Issuance of common shares                                                                     9.1         23.7          9.1
  Dividends paid                                                                              (54.3)       (53.7)       (53.0)
  Net cash used in financing activities                                                       (88.1)       (41.8)      (130.3)
- ------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                            7.9          (.9)       (75.5)
Cash and cash equivalents at beginning of year                                                  2.0          2.9         78.4
- ------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                                                     $  9.9       $  2.0       $  2.9
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The accompanying notes are an integral part of the financial statements


<PAGE>

Consolidated Statements of Common Shareowners' Equity        Cincinati Bell Inc.
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                   Common Shareowners' Equity
- ----------------------------------------------------------------------------------------------------------------------------------

                                                                                                                            Common
                                                                                   Additional                Currency       Shares
Millions of dollars except per share amounts                            Common      Paid-In     Retained  Translation  Outstanding
Restated for two-for-one share split in May 1997            Total       Shares      Capital     Earnings  Adjustments    (millions)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>          <C>          <C>          <C>           <C>
Balance at January 1, 1995                                 $552.4       $131.8       $173.6       $246.6        $  .4       131.8 
  Shares issued under shareowner and employee plans          14.5          1.4         13.2          (.1)          --         1.4 
  Other shares issued                                         2.8           .2          2.6           --           --          .2 
  Net loss                                                  (32.3)          --           --        (32.3)          --          -- 
  Pension liability adjustment                               (4.0)          --           --         (4.0)          --          -- 
  Currency translation adjustments                           (2.2)          --           --           --         (2.2)         -- 
  Dividends on common shares $.40 per share                 (53.1)          --           --        (53.1)          --          -- 

- -----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995                                478.1        133.4        189.4        157.1         (1.8)      133.4
  Shares issued under shareowner and employee plans          25.7          1.7         23.7           .3           --         1.7
  Net income                                                185.0           --           --        185.0           --          --
  Currency translation adjustments                            (.5)          --           --           --          (.5)         --
  Dividends on common shares $.40 per share                 (53.9)          --           --        (53.9)          --          --

- -----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1996                                634.4        135.1        213.1        288.5         (2.3)      135.1
  Shares issued under shareowner and employee plans          17.7          1.0         16.7           --           --         1.0 
  Net loss                                                  (16.4)          --           --        (16.4)          --          --
  Currency translation adjustments                           (1.6)          --           --           --         (1.6)         --
  Dividends on common shares $.40 per share                 (54.4)          --           --        (54.4)          --          -- 

- -----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1997                               $579.7       $136.1       $229.8       $217.7        $(3.9)      136.1
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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


<PAGE>

Notes to Financial Statements
- --------------------------------------------------------------------------------
1. Accounting Policies

Consolidation and Basis of Presentation -- 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 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 Communications Services segment, consisting of Cincinnati 
Bell Telephone Company (CBT), Cincinnati Bell Long Distance Inc. (CBLD), 
Cincinnati Bell Directory Inc. (CBD), Cincinnati Bell Supply Company (CBS) 
and Cincinnati Bell Wireless Company (CBW), provides local telephone exchange 
services and products in Greater Cincinnati, long distance services, yellow 
pages and directory services, and telecommunications equipment.   CBW was 
formed during the fourth quarter of 1997 for the purpose of providing 
customers in the Greater Cincinnati and Dayton markets advanced digital 
personal communications services (PCS), voice, paging, E-mail messaging, 
other features and associated products. CBLD, CBD and CBS, previously in a 
separate category, are now included in the Communications Services segment to 
better reflect the Company's communications business. All significant 
intercompany transactions and balances have been eliminated in consolidation. 
Certain prior year amounts have been reclassified to conform with the current 
classifications with no effect on financial results.

Regulatory Accounting -- In the fourth quarter of 1997, the Company 
discontinued accounting under Statement of Financial Accounting Standards 
(SFAS) 71, "Accounting for Certain Types of Regulation" at CBT (see Note 3).

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.

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

Property, Plant and Equipment -- Property, plant and equipment are stated at 
cost. The Company's provision for depreciation of telephone plant is 
determined on a straight-line basis using the remaining life method. Prior to 
the discontinuation of SFAS 71, the depreciation of telephone plant at CBT 
was determined using lives allowed by regulators. As a result of the 
discontinuation of SFAS 71, CBT recognized shorter, more economically 
realistic lives than those prescribed by regulators and increased its 
accumulated depreciation balance by $309.0 million (see Note 3). The 
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. For other property, 
plant and equipment retired or sold, the gain or loss is recognized in other 
income.

Software Development Costs -- Research and development expenditures are 
charged to expense as incurred. Product development costs were $79.9 million, 
$60.4 million and $39.0 million in 1997, 1996 and 1995, respectively. 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. 
At December 31, 1996, the carrying value of capitalized software was $9.5 
million. This amount was fully amortized at December 31, 1997. Year-2000 
programming costs are expensed as incurred.


<PAGE>

Goodwill and Other Intangibles -- Goodwill and other intangibles are recorded 
at cost and amortized on a straight-line basis over 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. If future expected undiscounted cash flows are 
insufficient to recover the carrying amount of the asset, an impairment loss 
is recognized.

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

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 using 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.

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. Translation adjustments are accumulated and 
reflected as a separate component of shareowners' equity. Revenue and 
expenses are translated at average exchange rates for the year.

Financial Instruments -- In the normal course of business, the Company may 
employ financial instruments to manage its exposure to fluctuations in 
interest rates and foreign currency exchange rates. The Company does not hold 
or issue derivative financial instruments for trading purposes. 


- -------------------------------------------------------------------------------
2. Special Items

1997
Business Restructurings
MATRIXX 
In the fourth quarter of 1997, the Company approved a restructuring plan for
MATRIXX. The restructuring plan will result in the consolidation of certain
operating divisions and facilities. The Company recorded a special charge of
$35.0 million which reduced net income by $23.0 million. The charge included
$9.5 million in lease termination costs, $7.5 million in severance pay under
existing severance plans, $7.6 million in non-cash goodwill writedowns
associated with operations to be restructured, $6.3 million in non-cash property
and equipment writedowns related to facilities to be closed and $4.1 million in
other restructuring costs.
  During 1997, cash payments applied to the restructuring liability were $1.6 
million, principally for severance pay. Also during 1997, $7.4 million in 
non-cash items were charged against the reserve. The accrued restructuring 
reserve liability at December 31, 1997, was $26.0 million, which is primarily 
for lease termination costs, severance pay, additional non-cash writedowns 
and other restructuring costs. Remaining cash outflows under the plan are 
estimated to be $18.3 million and management expects the restructuring plan 
activities to be completed by December 31, 1998. 



<PAGE>

CBI and CBT
In 1995, the Company initiated a restructuring plan resulting in the need for 
fewer people to operate the businesses of CBT and CBI. Over 1,300 employees 
accepted the early retirement offer and left through the first quarter of 
1997. In 1997, non-cash settlement gains resulting from lump-sum pension 
distributions to employees retiring under the offer were $21.0 million. Cash 
expenditures in 1997 were $3.2 million for severance, vacation buyouts and 
lease payments. Management believes that the remaining balance of $5.3 
million in the restructuring liability is adequate.

1996
Business Restructuring -- CBT and CBI recorded $27.4 million of non-cash 
pension settlement gains related to the 1995 business restructuring and 
reversed $2.3 million of the restructuring liability which increased net 
income by $18.9 million. Cash expenditures of $3.2 million for vacation 
buyouts, severance and real estate costs and the above 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. 

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.
  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.

1995
Business Restructuring -- In 1995, the Company recorded 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. 
  Additionally, cash payments of $7.7 million were applied to the 
restructuring liability, including $4 million for the non-qualifed portion of 
lump-sum pension distributions and $3.4 million for vacation buyouts and 
severance.

Goodwill Impairment -- In December 1995, the Company recognized an impairment 
loss of $39 million resulting from the writedown of goodwill related to 
MATRIXX's French telephone marketing business.

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.
  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. 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.

- -------------------------------------------------------------------------------
3. Extraordinary Items

1997
Discontinuation of SFAS 71
In the fourth quarter of 1997, the Company determined that, as a result of 
changes in CBT's competitive and regulatory environment, the application of 
SFAS 71 was no longer appropriate. As a result of the discontinuation of SFAS 
71, CBT recorded an extraordinary non-cash charge of $210.0 million, which is 
net of a related deferred tax benefit and investment tax credit of $129.2 
million.
  The components of the charge are as follows:


<TABLE>
<CAPTION>

Millions of dollars
- -------------------------------------------------------------------------------
<S>                                                        <C>
Change in plant-related balances                             $327.7
Eliminate other net regulatory assets and liabilities          11.5 
- -------------------------------------------------------------------------------
Total pre-tax charge                                         $339.2

Total after-tax charge                                       $210.0

</TABLE>



<PAGE>

  The change in plant balances primarily represents an increase in 
accumulated depreciation of $309.0 million for the removal of an embedded 
regulatory asset resulting from the use of regulatory lives for depreciation 
of plant assets which have typically been longer than the estimated economic 
lives. The adjustment was supported by a discounted cash flow analysis which 
estimated amounts of plant that would not be recoverable from future cash 
flows. The adjustment also included elimination of accumulated depreciation 
reserve deficiencies recognized by regulators and a writedown of analog 
switching equipment scheduled for replacement. 
  The following is a comparison of new depreciation lives to those prescribed 
by regulators for selected plant categories:


<TABLE>
<CAPTION>

                                    Regulator-      Estimated
Average lives in years              Prescribed      Economic 
- --------------------------------------------------------------------------
<S>                                 <C>             <C>
Digital switch                              15              12
Digital circuit                             11              9
Conduit                                     50              50
Copper cable                                18-25           15-17
Fiber cable                                 25              20-22

</TABLE>


  The discontinuance of SFAS 71 required CBT to eliminate from its balance 
sheet the effects of any other actions of regulators that had been recognized 
as assets and liabilities pursuant to SFAS 71, but would not have been 
recognized as assets and liabilities by enterprises in general. Included in 
the elimination of regulatory assets and liabilities were adjustments of 
deferred tax levels to the currently enacted statutory rates and elimination 
of other income tax-related regulatory assets and liabilities. Prior to the 
discontinuance of SFAS 71, CBT had recorded deferred income taxes based upon 
the cumulative amount of income tax benefits previously flowed through to 
rate payers and recorded a regulatory asset for the same amount ($10.2 
million at December 31, 1996). Also, CBT had recorded a regulatory liability 
of $22.1 million at December 31, 1996, a substantial portion of which 
represented the excess deferred income taxes on depreciable assets, resulting 
primarily from the reduction in the statutory federal income tax rate from 
46% to 35%. 
  The discontinuation of SFAS 71 at CBT had no effect on the accounting for 
the Company's other subsidiaries. 

1995
Debt Extinguishment
In December 1995, the Company retired, at a premium, $75 million of 9.1% notes
through redemption and partial in-substance defeasance. The cost of retirement
reduced net income by $7 million.

- -------------------------------------------------------------------------------
4. Income Taxes

The components of income tax expense are as follows:


<TABLE>
<CAPTION>

Millions of dollars   Year ended December 31    1997        1996        1995
- -------------------------------------------------------------------------------
<S>                                           <C>          <C>        <C>
Current:
  Federal                                       $108.5       $80.6       $49.7 
  State and local                                 13.1         6.5         6.3
- -------------------------------------------------------------------------------
     Total current                               121.6        87.1        56.0 
Deferred                                         (17.1)       14.5       (49.0) 
Investment tax credits                            (1.2)       (1.9)       (1.3) 
- -------------------------------------------------------------------------------
Total                                           $103.3       $99.7      $  5.7 
- -------------------------------------------------------------------------------

</TABLE>


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


<PAGE>


<TABLE>
<CAPTION>

Millions of dollars        at December 31       1997        1996
- -------------------------------------------------------------------------------
<S>                                           <C>        <C>
Deferred tax asset:
  Restructuring charges                          $12.5     $   3.2 
  Employee benefits                               18.0        23.0 
  Unamortized investment tax credit                3.5         7.0 
  Loss carryforwards                              26.7        26.7
  Other                                           20.0        20.9 
- -------------------------------------------------------------------------------
                                                  80.7        80.8 
  Valuation allowance                            (21.7)      (21.7) 
- -------------------------------------------------------------------------------
  Net deferred tax asset                          59.0        59.1 
- -------------------------------------------------------------------------------
Deferred tax liability: 
  Depreciation and amortization                   23.8       144.2 
  Basis differences on items previously
    flowed through to ratepayers                  --          10.2 
   Other                                           1.2         2.7 
  Total deferred tax liability                    25.0       157.1 
- -------------------------------------------------------------------------------
  Net deferred tax asset (liability)             $34.0      $(98.0)
- -------------------------------------------------------------------------------
</TABLE>


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


<TABLE>
<CAPTION>

                                                  1997        1996        1995
- -------------------------------------------------------------------------------
<S>                                             <C>         <C>        <C>
U.S. Federal statutory rate                       35.0%       35.0%      (35.0)%
Rate differential on reversing
  temporary differences                            (.1)        (.4)       (8.9) 
Amortization and writedown of
  intangible assets                                1.1          .6        78.8 
State and local income taxes, net of
  federal income tax benefit                       2.4         1.5        13.5 
Investment and research tax credits               (5.4)       (1.4)      (18.6)
Other differences                                  1.8         (.3)        (.5)
- -------------------------------------------------------------------------------
Effective rate                                    34.8%       35.0%       29.3% 
- -------------------------------------------------------------------------------
</TABLE>


The income tax-related regulatory assets and liabilities were eliminated as a 
result of the discontinuation of SFAS 71 in the fourth quarter of 1997. The 
discontinuation of SFAS 71 was primarily responsible for the significant 
decrease in the Company's deferred tax liability in 1997 (see Note 3).
  The Company had U.S. capital loss carryforwards at both December 31, 1997 
and 1996, of approximately $62.0 million. Utilization of these capital losses 
is dependent upon the generation of future capital gains with the 
carryforwards expiring in 1999 and, accordingly, a valuation allowance has 
been established for the related deferred tax asset. 

- -------------------------------------------------------------------------------
5. 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 benefits are determined by a combination of compensation based 
credits and annual guaranteed interest credits. The nonmanagement pension is 
also a cash balance plan with benefits that are 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.


<PAGE>

  Pension cost includes the following components:


<TABLE>
<CAPTION>

Millions of dollars    Year ended December 31    1997       1996        1995
- -------------------------------------------------------------------------------
<S>                                         <C>         <C>          <C>
Service cost (benefits earned
 during the period)                          $    8.5    $    7.2      $  6.9 
Interest cost on projected
 benefit obligation                              37.6        35.3        48.9 
Actual return on plan assets                   (108.1)     (147.1)     (185.6)
Amortization and deferrals - net                 64.3       112.6       131.5 
Special termination benefits                     --          --          58.8
Curtailment loss                                 --          --           4.9 
Settlement gains                                (21.0)      (27.4)       (5.9) 
- -------------------------------------------------------------------------------
Pension cost (income)                        $  (18.7)   $  (19.4)     $ 59.5 

</TABLE>


  The following table sets forth the plans' funded status:


<TABLE>
<CAPTION>

Millions of dollars     Year ended December 31              1997        1996
- -------------------------------------------------------------------------------
<S>                                                     <C>         <C>
Actuarial present value of accumulated
 benefit obligation including vested benefits of 
 $461.5 million and $518.8 million, respectively          $  495.6    $  549.9 
- -------------------------------------------------------------------------------
Plan assets at fair value (primarily listed stocks, 
  bonds and real estate, including $43.2 million 
  and $43.0 million, respectively, in common 
  shares of the Company)                                  $  700.0    $  698.6 
Actuarial present value of projected benefit obligation     (514.9)     (587.3) 
- -------------------------------------------------------------------------------

Plan assets over projected benefit obligation                185.1       111.3 
 Unrecognized prior service cost                              23.8        21.9 
 Unrecognized transition asset                               (18.7)      (25.8)
 Unrecognized net gain                                      (162.7)     (114.6)
 Recognition of minimum liability                             (6.8)       (6.7)
- -------------------------------------------------------------------------------
 Prepaid (accrued) pension expense                         $  20.7     $ (13.9) 
- -------------------------------------------------------------------------------
</TABLE>


  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:


<TABLE>
<CAPTION>

At December 31                           1997        1996        1995
- -------------------------------------------------------------------------
<S>                                       <C>         <C>        <C>
 Discount rate - projected
  benefit obligation                        7.00%       7.25%       7.00% 
 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% 

</TABLE>


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 $9.2 million, $9.4 million and $10.9 
million for 1997, 1996 and 1995, respectively.

  6. 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.


<PAGE>

  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:


<TABLE>
<CAPTION>

Millions of dollars   Year ended December 31    1997        1996        1995
- -------------------------------------------------------------------------------
<S>                                         <C>         <C>         <C>
Service cost (benefits earned 
 during the period)                            $ 2.1       $ 1.8       $ 1.6
Interest cost on accumulated 
 postretirement benefit obligation              16.1        15.6        15.2
Actual return on plan assets                    (7.4)       (5.7)       (4.7)
Amortization and deferrals - net                 5.3         5.3         5.5
Curtailment loss                                --          --          53.8
- -------------------------------------------------------------------------------
Postretirement benefit cost                    $16.1       $17.0       $71.4 
- -------------------------------------------------------------------------------
</TABLE>


  The funded status of the plans is:


<TABLE>
<CAPTION>

Millions of dollars    at December 31                1997        1996
- -------------------------------------------------------------------------
<S>                                                <C>         <C>
 Accumulated postretirement benefit obligation:
  Retirees and dependents                            $199.0      $191.6 
  Fully eligible active participants                    6.5         6.6 
  Other active participants                            31.2        29.1 
- -------------------------------------------------------------------------
                                                      236.7       227.3 
Plan assets at fair value                            (116.8)      (95.1) 
- -------------------------------------------------------------------------
Accumulated postretirement benefit obligation
 in excess of plan assets                             119.9       132.2 
Unrecognized prior service cost                        (3.1)       (3.3) 
Unrecognized transition obligation                    (77.3)      (82.4) 
Unrecognized net gain                                  15.3         5.2 
- -------------------------------------------------------------------------
Accrued postretirement benefit cost                  $ 54.8      $ 51.7 
- -------------------------------------------------------------------------

</TABLE>


  The transition obligation is being amortized over twenty years.
  The accumulated postretirement benefit obligation and plan assets at 
December 31, 1997 and 1996, include $2.1 million and $1.5 million, 
respectively, for group life insurance benefits.
  The Company used the following rates in determining the actuarial present 
value of the accumulated postretirement benefit obligation (APBO) and 
postretirement benefit costs:


<TABLE>
<CAPTION>

At December 31                                      1997      1996      1995
- -----------------------------------------------------------------------------
<S>                                               <C>       <C>       <C>
Discount rate - APBO                               7.00%     7.25%     7.00%
Expected long-term rate of return 
  for VEBA assets                                  8.25%     8.25%     8.25%
Expected long-term rate of return 
  for RFA assets                                   8.00%     8.00%     8.00%

</TABLE>


  The assumed health care cost trend rate used to measure the postretirement 
health benefit obligation at December 31, 1997, was 5.8% 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 the 1997 postretirement health 
benefits by approximately $.9 million, and would increase the accumulated 
postretirement benefit obligation as of December 31, 1997, by approximately 
$10.5 million. 


<PAGE>

7. Goodwill and Other Intangibles

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


<TABLE>
<CAPTION>

Millions of dollars                                  1997      1996
- ---------------------------------------------------------------------
<S>                                               <C>       <C>
Balance -- beginning of year                        $205.1    $172.3 
Additions                                              9.8      45.0 
Writedowns                                            (6.5)    -- 
Amortization                                         (13.1)    (11.8) 
Other                                                  (.3)      (.4) 
- ---------------------------------------------------------------------
Balance -- end of year                              $195.0    $205.1 
- ---------------------------------------------------------------------

Accumulated amortization - end of year              $106.3    $ 98.4 

</TABLE>



  Additions to goodwill and other intangibles were primarily the result of 
the purchase of a personal communications services license in 1997 and 
business acquisitions accounted for using the purchase method of accounting 
in 1996. 
  The 1997 restructuring plan for MATRIXX included significant changes to the 
operations of two divisions which had previously been acquired. As a 
consequence, the Company recognized a non-cash goodwill impairment loss of 
$7.6 million as part of the 1997 MATRIXX restructuring charge of which $6.5 
million had been reflected as writedowns in goodwill at December 31, 1997. 

- ------------------------------------------------------------------------------
8. Debt Maturing Within One Year and Lines of Credit

Debt maturing within one year consists of the following:


<TABLE>
<CAPTION>

Millions of dollars     at December 31                1997      1996      1995
- ------------------------------------------------------------------------------
<S>                                                <C>       <C>       <C>
Short-Term Debt:
  Commercial paper                                   $110.1    $ 30.0    $ --
  Bank notes                                           71.0      85.0     35.9 
Current maturities of long-term debt                    9.5     109.2     90.2 
- ------------------------------------------------------------------------------
    Total                                            $190.6    $224.2   $126.1 
- ------------------------------------------------------------------------------
 Weighted average interest rates on
   short-term debt                                      5.7%      5.5%     5.9% 
  

</TABLE>


  Average balances of short-term debt and related interest rates for the last 
three years are as follows:


<TABLE>
<CAPTION>

Millions of dollars                                  1997      1996      1995
- ------------------------------------------------------------------------------
<S>                                               <C>       <C>       <C>
Average amounts of short-term debt
  outstanding during the year*                      $117.2    $113.5     $66.1
Weighted average interest rate
  during the year**                                    5.7%      5.6%      6.1% 
Maximum amounts of short-term debt
  at any month-end during the year                  $182.5    $140.0     $71.1

</TABLE>


  * 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.
 
  At December 31, 1997, the Company had approximately $38 million of unused 
bank lines of credit, which are available to provide support for commercial 
paper borrowings. These lines of credit are available for general corporate 
purposes. There are no material compensating balances or commitment fee 
agreements under these credit arrangements.



<PAGE>

- ------------------------------------------------------------------------------
9. Long-Term Debt

Long-term debt is as follows:


<TABLE>
<CAPTION>

Millions of dollars    at December 31                         1997       1996
- ------------------------------------------------------------------------------
<S>                                 <C>                  <C>        <C>
Debentures/Notes
Year of Maturity                      Interest Rate %
 1997                                           6.700       $    --    $100.0
 2002                                           4.375          20.0      20.0
 2003                                           6.240          20.0      20.0
 2005                                           6.330          20.0      20.0
 2011                                           7.375          50.0      50.0
 2023                                           7.250          50.0      50.0
 2023                                           7.18-7.27      80.0      80.0
                                                              240.0     340.0
 Capital leases and other                                      38.7      48.7
- ------------------------------------------------------------------------------
                                                              278.7     388.7
 Current maturities                                            (9.5)   (109.2)
- ------------------------------------------------------------------------------
 Total                                                       $269.2    $279.5
- ------------------------------------------------------------------------------
</TABLE>



- ------------------------------------------------------------------------------
10. 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 -- the carrying amount 
approximates fair value because of the short-term maturity of these 
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, 1997 and 1996, were approximately $246.9 million and 
$353.9 million, respectively. The estimated fair values at December 31, 1997 
and 1996, were $258.0 million and $351.3 million, respectively.
  Interest rate risk management -- the Company is exposed  to the impact of 
interest rate changes. The Company's objective is to manage the impact of 
interest rate changes on earnings and cash flows and to lower its overall 
borrowing costs. The Company continuously monitors the percentage of variable 
to fixed interest rate debt to maximize its total return. As of December 31, 
1997, approximately 60% of the Company's debt consists of long-term 
fixed-rate financial instruments and the remainder of the debt consists of 
commercial paper and bank loans with variable interest rates and original 
maturities of less than one year. 
  Foreign exchange risk management -- it is the Company's policy to enter 
into foreign currency transactions only to the extent considered necessary to 
meet its objectives. Generally, foreign currency instruments and forwards are 
valued relative to the period-ending spot rate. Gains and losses applicable 
to those instruments are recorded in 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 
in income ratably over the life of the contract. The 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.


<PAGE>

- ------------------------------------------------------------------------------
11. Common and Preferred Shares

Common Shares
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. As a result of the split, 67.8 million additional shares were issued. 
On April 28, 1997, the Company's shareowners approved an amendment to the 
articles of incorporation to increase the authorized number of shares from 
240 million to 480 million. These events did not affect the total dollar 
amount of common shareowners' equity. All references in the accompanying 
financial statements to the number of common shares and per share amounts 
have been retroactively restated to give effect to these changes.

Common Share Purchase Rights Plan
In the first quarter of 1997, the Company's Board of Directors adopted a 
Share Purchase Rights Plan by granting a dividend of one preferred share 
purchase right for each outstanding common share to shareowners of record at 
the close of business on May 2, 1997. Under certain conditions, each right 
entitles the holder to purchase one-hundredth of a Series A Preferred Share. 
The rights cannot be exercised or transferred apart from common shares, 
unless a person or group acquires 15% or more of the Company's outstanding 
common shares. The rights will expire May 2, 2007, if they have not been 
redeemed. 

Preferred Shares
The Company is authorized to issue up to 4 million voting preferred shares 
and 1 million nonvoting preferred shares. At December 31, 1997 and 1996, 
there were no preferred shares outstanding. 

- ------------------------------------------------------------------------------
12. Stock-Based Compensation Plans

The Company has two 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, 1997.
  The Company adopted the disclosure-only provisions of SFAS No. 123, 
"Accounting for Stock-Based Compensation" in 1996 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: 


<TABLE>
<CAPTION>

Millions of dollars  
except per share amounts             Year ended December 31    1997      1996
- -------------------------------------------------------------------------------
<S>                                <C>                       <C>       <C>
 Net Income (loss)                   As reported               $(16.4)   $185.0
                                     Pro forma                 $(21.5)   $183.1

 Diluted Earnings (loss) per share   As reported               $ (.12)   $ 1.35
                                     Pro forma                 $ (.16)   $ 1.33

</TABLE>



  The pro forma effect on net income for 1997 and 1996 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 weighted average fair values at the date of grant for options granted 
during 1997, 1996 and 1995 were $9.64, $4.60 and $1.79, respectively, and 
were estimated using the Black-Scholes option pricing model. The weighted 
average assumptions were as follows:


<TABLE>
<CAPTION>
                                                     1997      1996
- --------------------------------------------------------------------
<S>                                               <C>        <C>
Expected dividend yield                              1.8%      3.5%

</TABLE>



<PAGE>


<TABLE>
<CAPTION>
<S>                                               <C>       <C>
 Expected volatility                                29.9%     29.2%
 Risk-free interest rate                             6.2%      5.5%
 Expected holding period -- years                    4         4

</TABLE>


  Presented below is a summary of the status of the Company's stock options 
and the related transactions for the years ended December 31: 


<TABLE>
<CAPTION>

Shares in thousands                                            1997                1996                1995
- -----------------------------------------------------------------------------------------------------------
                                                           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                                 5,955               5,774               5,545      --
Granted                                             1,452    $30.01     2,119   $ 20.20     2,034   $  9.40
Exercised                                            (872)   $10.08    (1,504)  $  9.45      (779)  $  9.31
Canceled                                             (134)   $23.90      (434)  $ 13.76    (1,026)  $ 11.50
- -----------------------------------------------------------------------------------------------------------
Outstanding -- 
 end of year                                        6,401    $17.16     5,955   $ 13.14     5,774   $  9.63
- -----------------------------------------------------------------------------------------------------------

Options exercisable 
 at year end                                        3,606    $10.82     3,355   $  9.89     3,833   $  9.67
Options available 
 for future grant                                   9,928               8,162               8,612

</TABLE>


  The following table summarizes the status of the Company's stock options 
outstanding and exercisable at December 31, 1997: 


<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>
 $ 6.00 to $12.16             3,022            5.4         $ 9.35          3,022         $ 9.35
 $12.28 to $24.06             1,419            7.8         $16.73            475         $16.47
 $24.19 to $32.31             1,960            9.0         $29.50            109         $26.76
- -----------------------------------------------------------------------------------------------
 $ 6.00 to $32.31             6,401            7.0         $17.16          3,606         $10.82
- -----------------------------------------------------------------------------------------------

</TABLE>



  Restricted stock awards during 1997, 1996 and 1995 were 126,000 shares, 
100,000 shares and 458,000 shares, respectively. The weighted average market 
value of the shares on the grant date were $29.48, $20.21 and $12.52, 
respectively. Restricted stock awards vest over time, generally one to five 
years.

- --------------------------------------------------------------------------------
13. Lease Commitments

The Company leases certain facilities and equipment used in its operations. 
Total rent expense was approximately $103.2 million, $82.9 million and $69.3 
million in 1997, 1996 and 1995, respectively.
  At December 31, 1997, the total minimum rental commitments under 
noncancelable leases were as follows:


<PAGE>


<TABLE>
<CAPTION>


                                               Operating       Capital
Millions of dollars                               Leases        Leases
- ----------------------------------------------------------------------
<S>                                           <C>              <C>
 1998                                           $ 86.3           $ 5.1
 1999                                             64.4             4.7
 2000                                             43.9             4.6
 2001                                             21.8             4.6
 2002                                             14.1             4.6
 Thereafter                                       55.5            45.6
- ----------------------------------------------------------------------
 Total                                          $286.0            69.2
 
   Amount representing interest                                   39.6
 
   Present value of net minimum lease payments                   $29.6

</TABLE>


- -------------------------------------------------------------------------------
14. 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>
1997
Revenues                      $429.5      $433.1      $433.2     $ 461.0    $1,756.8
Operating Income              $ 93.5      $ 87.6      $ 81.8     $  50.2    $  313.1
Income Before 
 Extraordinary Item           $ 57.2      $ 54.2      $ 51.8     $  30.4    $  193.6
Extraordinary Item                                               $(210.0)   $ (210.0)
Net Income (Loss)             $ 57.2      $ 54.2      $ 51.8     $(179.6)   $  (16.4)
Basic Earnings (Loss)
 Per Share                    $  .42      $  .40      $  .38     $ (1.33)   $   (.12)
Diluted Earnings (Loss)
 Per Share                    $  .42      $  .39      $  .38     $ (1.30)   $   (.12)
 
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
Basic Earnings 
 Per Share                    $  .31      $  .33      $  .35     $   .38    $   1.38
Diluted Earnings 
 Per Share                    $  .31      $  .32      $  .34     $   .37    $   1.35

</TABLE>


  In the fourth quarter of 1997, CBT discontinued its use of SFAS 71 by 
recording an extraordinary charge which reduced net income $210.0 million or 
$1.52 per share. Also, in the fourth quarter, MATRIXX recorded a charge for 
restructuring its operations. The restructuring charge reduced net income 
$23.0 million or $.17 per share.
  In the first and second quarters of 1997, pension settlement gains from the 
1995 business restructuring increased net income $9.6 million or $.07 per 
share and $3.8 million or $.03 per share, respectively.
  In 1996, pension settlement gains from the 1995 business restructuring 
increased net income by $3.5 million or nearly $.03 per share for each of the 
first three quarters and by $6.9 million or $.05 per share in the fourth 
quarter. In addition to the settlement gains, a reversal of restructuring 
liabilities in the fourth quarter increased net income $1.5 million or $.01 
per share. Also, in the fourth quarter, expensing of acquired research and 
development decreased net income by $1.8 million or  $.01 per share.



<PAGE>


In the third quarter of 1996, a reversal of accrued interest expense related 
to overearnings liabilities increased net income $1.6 million or $.01 per 
share. The increase was partially offset by the expensing of acquired 
in-process research and development costs. The expensing of these costs 
decreased in net income $1.3 million or $.01 per share. 

- -------------------------------------------------------------------------------
15. Additional Financial Information

Income Statement


<TABLE>
<CAPTION>

Millions of dollars    Year ended December 31         1997      1996      1995
- -------------------------------------------------------------------------------
<S>                                                <C>       <C>       <C>
 Interest expense:
  Long-term debt                                     $28.0     $29.1     $47.0
  Short-term debt                                      6.7       6.3       4.1
  Other                                                 .8      (1.5)      1.7
- -------------------------------------------------------------------------------
    Total                                            $35.5     $33.9     $52.8
- -------------------------------------------------------------------------------
</TABLE>


Balance Sheet


<TABLE>
<CAPTION>

Millions of dollars            at December 31                   1997      1996
- -------------------------------------------------------------------------------
<S>                                                      <C>          <C>
 Property, Plant and Equipment, net:
  Telephone plant                                           $1,633.7  $1,571.7
  Accumulated depreciation                                  (1,083.1)   (716.5)
- -------------------------------------------------------------------------------
    Net telephone plant                                        550.6     855.2
  Other property and equipment                                 378.1     321.1
  Accumulated depreciation                                    (225.5)   (190.5)
- -------------------------------------------------------------------------------
    Total                                                  $   703.2  $  985.8
- -------------------------------------------------------------------------------
 Payables and other current liabilities:
  Accounts payable and accrued liabilities                 $   197.6  $  176.2
  Accrued taxes                                                 51.5      37.9
  Advance billing and customers' deposits                       35.0      39.8
  Other current liabilities                                     60.2      34.2
- -------------------------------------------------------------------------------
    Total                                                  $   344.3  $  288.1
- -------------------------------------------------------------------------------
</TABLE>


Statement of Cash Flows


<TABLE>
<CAPTION>

Millions of dollars    Year ended December 31            1997      1996     1995
- --------------------------------------------------------------------------------
<S>                                                   <C>       <C>      <C>
 Cash paid for:
  Interest (net of amount capitalized)                  $35.0     $37.3    $46.8
  Income taxes (net of refunds)                         $96.2     $86.9    $61.6

</TABLE>


16. 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         1997      1996      1995
- -------------------------------------------------------------------------------
<S>                                             <C>         <C>      <C>
 Revenues                                         $  670.1    $650.8    $624.4
 Costs and expenses                               $  523.3    $495.1    $630.4
 Income (loss) before extraordinary item          $   85.2    $ 92.6  $  (11.3)
 Net income (loss)                                $ (124.8)   $ 92.6  $  (11.3)

</TABLE>


Balance Sheet


<PAGE>


<TABLE>
<CAPTION>

Millions of dollars    Year ended December 31                   1997      1996
- -------------------------------------------------------------------------------
<S>                                                          <C>       <C>
 Current assets                                               $142.5  $  135.6
 Telephone plant - net                                         550.6     855.2
 Other noncurrent assets                                        13.3      14.7
- -------------------------------------------------------------------------------
  Total assets                                                $706.4  $1,005.5
- -------------------------------------------------------------------------------

 Current liabilities                                          $214.0  $  154.3
 Noncurrent liabilities                                         33.8     179.1
 Long-term debt                                                218.4     221.5
 Shareowner's equity                                           240.2     450.6
- -------------------------------------------------------------------------------
  Total liabilities and shareowner's equity                   $706.4  $1,005.5
- -------------------------------------------------------------------------------
</TABLE>


  Results for 1997 include an extraordinary, non-cash charge of $339.2 from 
the discontinuance of SFAS 71. The charge reduced net income $210.0 million 
(see Note 3).
  Results for 1997 and 1996 include $21.0 million and $28.5 million, 
respectively, for pension settlement gains from lump sum distributions to 
employees under the 1995 business restructuring. The settlement gains 
increased net income $13.4 million and $18.2 million, respectively.
  Results for 1996 also include a reversal of $2.5 million of accrued 
interest expense related to overearnings liabilities which increased net 
income by $1.6 million.
  Results for 1995 include $121.7 million of special charges for 
restructuring of operations which reduced net income by $77.5 million. 


- -------------------------------------------------------------------------------
17. Business Segment Information

The Company's segment information is as follows:


<TABLE>
<CAPTION>

Millions of dollars       Year ended December 31      1997      1996      1995
- -------------------------------------------------------------------------------
<S>                                               <C>       <C>       <C>
 Revenues
  Communications Services                         $  834.5  $  779.8  $  736.0
  Information Systems                                548.0     479.8     373.9
  Teleservices                                       447.6     367.1     271.1
  Intersegment                                       (73.3)    (53.0)    (44.9)
- -------------------------------------------------------------------------------
    Total                                         $1,756.8  $1,573.7  $1,336.1
- -------------------------------------------------------------------------------

 Intersegment Revenues
  Communications Services                         $   15.6  $    3.5  $    3.0
  Information Systems                                 49.2      45.3      39.4
  Teleservices                                         8.5       4.2       2.5
- -------------------------------------------------------------------------------
    Total                                         $   73.3  $   53.0  $   44.9
- -------------------------------------------------------------------------------
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

<S>                                             <C>       <C>       <C>
 Special Items
  Communications Services
    Restructuring                                 $  (21.0) $  (28.5) $  121.7
  Information Systems
    Acquired research and development                   --       3.0       7.5
  Teleservices
    Restructuring and goodwill
     impairment                                       35.0        --      39.6
    Acquired research and development                   --       2.0        --
  Corporate
    Restructuring                                       --      (1.2)      9.9
- -------------------------------------------------------------------------------
    Total                                         $   14.0  $  (24.7) $  178.7
- -------------------------------------------------------------------------------

 Operating Income (Loss) as Reported
  Communications Services                         $  197.9  $  187.6  $   22.7
  Information Systems                                104.7      75.5      38.5
  Teleservices                                         9.4      43.7      (7.3)
  Corporate and Eliminations                           1.1       (.3)     (7.2)
- -------------------------------------------------------------------------------
    Total                                         $  313.1  $  306.5  $   46.7
- -------------------------------------------------------------------------------

 Assets
  Communications Services                         $  777.4  $1,055.6  $1,128.6
  Information Systems                                283.6     270.2     268.2
  Teleservices                                       283.4     299.5     235.6
  Corporate and Eliminations                         154.3      45.6     (40.7)
- -------------------------------------------------------------------------------
    Total                                         $1,498.7  $1,670.9  $1,591.7
- -------------------------------------------------------------------------------

 Capital Additions
  (including acquisitions)
  Communications Services                         $  157.7  $  106.2  $   92.7
  Information Systems                                 36.0      43.5      47.0
  Teleservices                                        31.0      70.9      27.0
  Corporate                                           11.4        .2        .1
- -------------------------------------------------------------------------------
    Total                                         $  236.1  $  220.8  $  166.8
- -------------------------------------------------------------------------------
 Depreciation and Amortization
  Communications Services                         $  123.9  $  120.6  $  115.6
  Information Systems                                 34.5      32.2      30.3
  Teleservices                                        26.5      19.6      15.5
  Corporate                                             .5        .4        .8
- -------------------------------------------------------------------------------
    Total                                         $  185.4  $  172.8  $  162.2
- -------------------------------------------------------------------------------
</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.
  Capital additions for 1997, 1996 and 1995 include $11.5 million, $55.9 
million and $46.4 million, respectively, from acquisitions.
  Revenues from foreign sources and assets denominated in foreign currencies 
at December 31, 1997, were 6% and 5%, respectively, of consolidated totals.

- -------------------------------------------------------------------------------
18. Major Customer

Each of the Company's major subsidiaries derives significant revenues from AT&T
and its affilates by providing network services, customer marketing, customer
care and billing, and teleservices. Revenues from AT&T were 23%, 25% and 26% of
the Company's consolidated revenues for 1997, 1996 and 1995, respectively.


<PAGE>

- -------------------------------------------------------------------------------
19. Contingencies

The Company's partner in a cellular partnership sued the Company in November
1996. After the Company was the successful bidder for a PCS license, the
partnership's general partner amended its lawsuit to seek a declaratory judgment
that the Company had withdrawn from the partnership. The Company believes that
none of its actions conflicts with its partnership interest and that it
continues to be a limited partner in good standing in the partnership. The
Delaware Chancery Court has dismissed the suit and the plaintiff has appealed to
the Supreme Court of Delaware. The carrying value of the Company's investment at
December 31, 1997, was $56.5 million. The rights to the future earnings of the
partnership, the ability of the Company to realize the market value of its
investment and the Company's ability to provide competitive PCS services would
be uncertain if the suit were reinstated and decided in favor of the general
partner.
  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.

- -------------------------------------------------------------------------------
20. Recently Issued Accounting Standards

On October 27, 1997, the American Institute of Certified Public Accountants 
issued Statement of Position (SOP) 97-2 "Software Revenue Recognition," which 
is effective for transactions entered into in fiscal years beginning after 
December 15, 1997. SOP 97-2 revises certain standards for the recognition of 
software revenue that will have to be adopted by CBIS with respect to certain 
software development and licensing agreements. The effect of SOP 97-2 on the 
operating results of the Company will be dependent on the nature and terms of 
individual software agreements entered into in 1998 and beyond.

- -------------------------------------------------------------------------------
21. Acquisitions

On January 8, 1998, MATRIXX acquired the teleservices assets of Maritz, Inc. 
for approximately $30 million. The acquisition agreement contains provisions 
that could increase the purchase price by up to $20 million. The transaction 
will be accounted for under the purchase method of accounting.
  On February 3, 1998, the Company announced an agreement to acquire an 80% 
interest in a venture offering PCS in the Greater Cincinnati and Dayton 
markets. The Company's investment in the venture is expected to close upon 
the Federal Communications Commission's approval of the transfer of a PCS 
license from AT&T to the venture. Upon closing, the venture will pay AT&T an 
amount in the range of $110 - $125 million for the PCS assets including the 
transferred license. The venture has committed that upon closing, it will 
fund certain losses of the venture during the period February 3, 1998, 
through the closing date. Such losses will be recognized as incurred in the 
Company's consolidated financial statements.
  On March 3, 1998, MATRIXX acquired AT&T Solutions Customer Care (Transtech) 
for approximately $625 million. The acquisition will be accounted for under 
the purchase method of accounting. The acquisition was financed through the 
issuance of short-term debt. 


<PAGE>

- -------------------------------------------------------------------------------
22. Earnings Per Share 

 In 1997, the Company adopted SFAS 128, "Earnings Per Share." SFAS 128 calls 
for the dual presentation of basic and diluted earnings per share (EPS). 
Basic EPS is based upon the weighted average common shares outstanding during 
the period. Diluted EPS reflects the potential dilution that would occur if 
common stock equivalents were exercised. All prior year earnings per share 
amounts have been restated to reflect the adoption of SFAS 128. The following 
is a reconciliation of the numerators and denominators of the basic and 
diluted EPS computations for income before extraordinary items for the 
following periods:


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
 Year Ended December 31                                1997                          1996                          1995
- ----------------------------------------------------------------------------------------------------------------------------------
                                                              Per Share                     Per Share                    Per Share
Millions of Dollars                         Income    Shares     Amount   Income    Shares     Amount   Income    Shares    Amount
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>        <C>      <C>       <C>        <C>       <C>      <C>        <C>       <C> 
 Income before extraordinary items          $193.6                        $185.0                        $(25.3)
 Basic EPS                                  $193.6     135.2     $1.43    $185.0     133.9     $1.38    $(25.3)    132.0     $(.19)

 Effect of dilutive securities:
  Stock options                                          1.9                           2.7                            .9
  Stock based compensation arrangements                   .6                            .6                            .6
 Diluted EPS                                $193.6     137.7     $1.41    $185.0     137.2     $1.35    $(25.3)    133.5     $(.19)
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



  Options to purchase 1,360,077 weighted average shares of common stock at an 
average price of $30.19 per share were outstanding during the year ended 
December 31, 1997, but were not included in the computation of diluted EPS 
because the options' exercise price was greater than the average market price 
of the common shares for the year.






<PAGE>

                                                         Exhibit 21
                                                             to 
                                                     Form 10-K for 1997


                       Subsidiaries of the Registrant
                          (as of March 27, 1998)

<TABLE>
<CAPTION>
                                                           State of 
    Subsidiary                                            Incorporation
    ----------                                            -------------
<S>                                                       <C>
    Cincinnati Bell Telephone Company                        Ohio
        
        Cincinnati Bell Telecommunications Services Inc.     Ohio

        Cincinnati Bell Network Solutions 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

    Cincinnati Bell Wireless Company                         Ohio

</TABLE>







<PAGE>

                                                                 EXHIBIT 23
                                                                     TO 
                                                             FORM 10-K FOR 1997


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), Form S-14 (File No. 2-82253), Form S-8 (File No. 333-28383), Form 
S-8 (File No. 333-38743), Form S-8 (File No. 333-28381), Form S-8 (File No. 
333-38763), Form S-8 (File No. 333-38761) and Form S-8 (File No. 333-28385) of
our report dated February 16, 1998 on our audits of the consolidated 
financial statements and financial statement schedules of Cincinnati Bell 
Inc. as of December 31, 1997 and 1996, and for each of the three years in the 
period ended December 31, 1997, which report is incorporated by reference in 
this Annual Report on Form 10-K.




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



Cincinnati, Ohio
March 26, 1998





<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, 1997; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T. 
LaMacchia, Brian C. Henry 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 2nd 
day of March, 1998.

                                           /s/ John F. Barrett
                                           ---------------------------
                                           John F. Barrett
                                           Director


STATE OF OHIO           )
                        ) SS:
COUNTY OF HAMILTON      )

     On the 2nd day of March, 1998, 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 2nd day of March, 1998.

                                           /s/ Mary Janet Edwards
                                           ---------------------------
                                           Notary Public

                                                    [STAMP]


<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, 1997; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T. 
LaMacchia, Brian C. Henry 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 2nd 
day of March, 1998.

                                           /s/ Judith G. Boynton
                                           ---------------------------
                                           Judith G. Boynton
                                           Director


STATE OF OHIO           )
                        ) SS:
COUNTY OF HAMILTON      )

     On the 2nd day of March, 1998, personally appeared before me Judith G. 
Boynton, 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 2nd day of March, 1998.

                                           /s/ Mary Janet Edwards
                                           ---------------------------
                                           Notary Public

                                                    [STAMP]


<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, 1997; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T. 
LaMacchia, Brian C. Henry 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 2nd 
day of March, 1998.

                                           /s/ Phillip R. Cox
                                           ---------------------------
                                           Phillip R. Cox
                                           Director


STATE OF OHIO           )
                        ) SS:
COUNTY OF HAMILTON      )

     On the 2nd day of March, 1998, 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 2nd day of March, 1998.

                                           /s/ Mary Janet Edwards
                                           ---------------------------
                                           Notary Public

                                                    [STAMP]


<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, 1997; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T. 
LaMacchia, Brian C. Henry 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 2nd 
day of March, 1998.

                                           /s/ William A. Friedlander
                                           ---------------------------
                                           William A. Friedlander
                                           Director


STATE OF OHIO           )
                        ) SS:
COUNTY OF HAMILTON      )

     On the 2nd day of March, 1998, 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 2nd day of March, 1998.

                                           /s/ Mary Janet Edwards
                                           ---------------------------
                                           Notary Public

                                                    [STAMP]


<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, 1997; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T. 
LaMacchia, Brian C. Henry 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 2nd 
day of March, 1998.

                                           /s/ Roger L. Howe
                                           ---------------------------
                                           Roger L. Howe
                                           Director


STATE OF OHIO           )
                        ) SS:
COUNTY OF HAMILTON      )

     On the 2nd day of March, 1998, 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 2nd day of March, 1998.

                                           /s/ Mary Janet Edwards
                                           ---------------------------
                                           Notary Public

                                                    [STAMP]


<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, 1997; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T. 
LaMacchia, Brian C. Henry 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 2nd 
day of March, 1998.

                                           /s/ Robert P. Hummel, M.D.
                                           ---------------------------
                                           Robert P. Hummel, M.D.
                                           Director


STATE OF OHIO           )
                        ) SS:
COUNTY OF HAMILTON      )

     On the 2nd day of March, 1998, personally appeared before me Robert P. 
Hummel, M.D., 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 2nd day of March, 1998.

                                           /s/ Mary Janet Edwards
                                           ---------------------------
                                           Notary Public

                                                    [STAMP]


<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, 1997; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T. 
LaMacchia, Brian C. Henry 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 2nd 
day of March, 1998.

                                           /s/ James D. Kiggen
                                           ---------------------------
                                           James D. Kiggen
                                           Director


STATE OF OHIO           )
                        ) SS:
COUNTY OF HAMILTON      )

     On the 2nd day of March, 1998, 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 2nd day of March, 1998.

                                           /s/ Mary Janet Edwards
                                           ---------------------------
                                           Notary Public

                                                    [STAMP]


<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, 1997; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T. 
LaMacchia, Brian C. Henry 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 2nd 
day of March, 1998.

                                           /s/ John T. LaMacchia
                                           ---------------------------
                                           John T. LaMacchia
                                           Director


STATE OF OHIO           )
                        ) SS:
COUNTY OF HAMILTON      )

     On the 2nd day of March, 1998, 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 2nd day of March, 1998.

                                           /s/ Mary Janet Edwards
                                           ---------------------------
                                           Notary Public

                                                    [STAMP]


<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, 1997; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T. 
LaMacchia, Brian C. Henry 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 2nd 
day of March, 1998.

                                           /s/ Steven C. Mason
                                           ---------------------------
                                           Steven C. Mason
                                           Director


STATE OF OHIO           )
                        ) SS:
COUNTY OF HAMILTON      )

     On the 2nd day of March, 1998, personally appeared before me Steven C. 
Mason, 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 2nd day of March, 1998.

                                           /s/ Mary Janet Edwards
                                           ---------------------------
                                           Notary Public

                                                    [STAMP]


<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, 1997; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T. 
LaMacchia, Brian C. Henry 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 2nd 
day of March, 1998.

                                           /s/ Charles S. Mechem, Jr.
                                           ---------------------------
                                           Charles S. Mechem, Jr.
                                           Director


STATE OF OHIO           )
                        ) SS:
COUNTY OF HAMILTON      )

     On the 2nd day of March, 1998, 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 2nd day of March, 1998.

                                           /s/ Mary Janet Edwards
                                           ---------------------------
                                           Notary Public

                                                    [STAMP]


<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, 1997; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T. 
LaMacchia, Brian C. Henry 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 2nd 
day of March, 1998.

                                           /s/ Mary D. Nelson
                                           ---------------------------
                                           Mary D. Nelson
                                           Director


STATE OF OHIO           )
                        ) SS:
COUNTY OF HAMILTON      )

     On the 2nd day of March, 1998, 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 2nd day of March, 1998.

                                           /s/ Mary Janet Edwards
                                           ---------------------------
                                           Notary Public

                                                    [STAMP]


<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, 1997; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T. 
LaMacchia, Brian C. Henry 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 2nd 
day of March, 1998.

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


STATE OF OHIO           )
                        ) SS:
COUNTY OF HAMILTON      )

     On the 2nd day of March, 1998, 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 2nd day of March, 1998.

                                           /s/ Mary Janet Edwards
                                           ---------------------------
                                           Notary Public

                                                    [STAMP]


<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, 1997; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T. 
LaMacchia, Brian C. Henry 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 2nd 
day of March, 1998.

                                           /s/ Brian H. Rowe
                                           ---------------------------
                                           Brian H. Rowe
                                           Director


STATE OF OHIO           )
                        ) SS:
COUNTY OF HAMILTON      )

     On the 2nd day of March, 1998, 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 2nd day of March, 1998.

                                           /s/ Mary Janet Edwards
                                           ---------------------------
                                           Notary Public

                                                    [STAMP]


<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, 1997; and

     WHEREAS, the undersigned is a director of the Company;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T. 
LaMacchia, Brian C. Henry 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 2nd 
day of March, 1998.

                                           /s/ David B. Sharrock
                                           ---------------------------
                                           David B. Sharrock
                                           Director


STATE OF OHIO           )
                        ) SS:
COUNTY OF HAMILTON      )

     On the 2nd day of March, 1998, 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 2nd day of March, 1998.

                                           /s/ Mary Janet Edwards
                                           ---------------------------
                                           Notary Public

                                                    [STAMP]




<TABLE> <S> <C>


<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<CASH>                                           9,900
<SECURITIES>                                         0
<RECEIVABLES>                                  364,800
<ALLOWANCES>                                    14,000
<INVENTORY>                                     16,300
<CURRENT-ASSETS>                               450,000
<PP&E>                                       2,011,800
<DEPRECIATION>                               1,308,600
<TOTAL-ASSETS>                               1,498,700
<CURRENT-LIABILITIES>                          534,900
<BONDS>                                        269,200
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       136,100
<OTHER-SE>                                     443,600
<TOTAL-LIABILITY-AND-EQUITY>                 1,498,700
<SALES>                                              0
<TOTAL-REVENUES>                             1,756,800
<CGS>                                                0
<TOTAL-COSTS>                                1,443,700
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                11,500
<INTEREST-EXPENSE>                              35,500
<INCOME-PRETAX>                                296,900
<INCOME-TAX>                                   103,300
<INCOME-CONTINUING>                            193,600
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                210,000
<CHANGES>                                            0
<NET-INCOME>                                  (16,400)
<EPS-PRIMARY>                                    (.12)
<EPS-DILUTED>                                    (.12)
        

</TABLE>






<TABLE> <S> <C>


<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>                     <C>                     <C>
<C>
<PERIOD-TYPE>                   YEAR                   9-MOS                   6-MOS                   3-MOS
YEAR
<FISCAL-YEAR-END>                          DEC-31-1996             DEC-31-1996             DEC-31-1996             DEC-31-1996
             DEC-31-1995
<PERIOD-START>                             JAN-01-1996             JAN-01-1996             JAN-01-1996             JAN-01-1996
             JAN-01-1995
<PERIOD-END>                               DEC-31-1996             SEP-30-1996             JUN-30-1996             MAR-31-1996
             DEC-31-1995
<CASH>                                           2,000                   8,700                  10,000                  28,300
                   2,900
<SECURITIES>                                         0                       0                       0                       0
                       0
<RECEIVABLES>                                  326,700                 315,000                 294,800                 279,700
                 281,400
<ALLOWANCES>                                    11,700                  12,800                  12,600                  12,800
                  14,700
<INVENTORY>                                     17,300                  15,800                  10,600                  11,600
                  10,500
<CURRENT-ASSETS>                               390,600                 388,500                 367,000                 360,700
                 341,400
<PP&E>                                       1,892,800               1,859,100               1,828,400               1,790,800
               1,785,900
<DEPRECIATION>                                 907,000                 885,400                 858,600                 823,500
                 792,000
<TOTAL-ASSETS>                               1,670,900               1,631,300               1,592,400               1,583,500
               1,591,700
<CURRENT-LIABILITIES>                          512,300                 411,800                 391,100                 418,800
                 453,300
<BONDS>                                        279,500                 381,300                 384,500                 385,300
                 386,800
<PREFERRED-MANDATORY>                                0                       0                       0                       0
                       0
<PREFERRED>                                          0                       0                       0                       0
                       0
<COMMON>                                       135,100                 134,800                 134,700                 134,100
                 133,400
<OTHER-SE>                                     499,300                 450,600                 415,900                 378,700
                 344,700
<TOTAL-LIABILITY-AND-EQUITY>                 1,670,900               1,631,300               1,592,400               1,583,500
               1,591,700
<SALES>                                              0                       0                       0                       0
                       0
<TOTAL-REVENUES>                             1,573,700               1,141,300                 738,100                 362,100
               1,336,100
<CGS>                                                0                       0                       0                       0
                       0
<TOTAL-COSTS>                                1,267,200                 606,000                 389,700                 187,900
                       0
<OTHER-EXPENSES>                                     0                 313,300                 201,300                 101,600
               1,289,400
<LOSS-PROVISION>                                 9,000                   5,700                   3,300                   2,500
                   8,500
<INTEREST-EXPENSE>                              33,900                  25,100                  18,000                   9,600
                  52,800
<INCOME-PRETAX>                                284,700                 206,300                 133,600                  64,500
                (19,600)
<INCOME-TAX>                                    99,700                  72,900                  47,100                  22,800
                   5,700
<INCOME-CONTINUING>                            185,000                 133,400                  86,500                  41,700
                (25,300)
<DISCONTINUED>                                       0                       0                       0                       0
                       0
<EXTRAORDINARY>                                      0                       0                       0                       0
                 (7,000)
<CHANGES>                                            0                       0                       0                       0
                       0
<NET-INCOME>                                   185,000                 133,400                  86,500                  41,700
                (32,300)
<EPS-PRIMARY>                                     1.38                     .99                     .65                     .31
                   (.24)
<EPS-DILUTED>                                     1.35                     .97                     .63                     .31
                   (.24)
        

</TABLE>






<TABLE> <S> <C>


<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>                     <C>
<PERIOD-TYPE>                   9-MOS                   6-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997             DEC-31-1997             DEC-31-1997
<PERIOD-START>                             JAN-01-1997             JAN-01-1997             JAN-01-1997
<PERIOD-END>                               SEP-30-1997             JUN-30-1997             MAR-31-1997
<CASH>                                           5,700                   9,200                  18,200
<SECURITIES>                                         0                       0                       0
<RECEIVABLES>                                  355,300                 346,100                 315,200
<ALLOWANCES>                                    13,800                  12,300                  11,400
<INVENTORY>                                     15,600                  16,400                  16,400
<CURRENT-ASSETS>                               425,500                 420,500                 393,200
<PP&E>                                       2,020,700               1,985,100               1,929,186
<DEPRECIATION>                               1,000,000                 972,300                 940,232
<TOTAL-ASSETS>                               1,752,100               1,736,600               1,671,400
<CURRENT-LIABILITIES>                          513,000                 521,700                 491,400
<BONDS>                                        269,900                 274,300                 277,000
<PREFERRED-MANDATORY>                                0                       0                       0
<PREFERRED>                                          0                       0                       0
<COMMON>                                       135,900                 135,900                 135,700
<OTHER-SE>                                     634,800                 595,500                 551,400
<TOTAL-LIABILITY-AND-EQUITY>                 1,752,100               1,736,600               1,671,400
<SALES>                                              0                       0                       0
<TOTAL-REVENUES>                             1,295,800                 862,600                 429,500
<CGS>                                                0                       0                       0
<TOTAL-COSTS>                                1,032,900                 681,500                 336,000
<OTHER-EXPENSES>                                     0                       0                       0
<LOSS-PROVISION>                                 9,700                   6,500                   2,500
<INTEREST-EXPENSE>                              26,800                  17,700                   8,600
<INCOME-PRETAX>                                250,400                 171,700                  88,300
<INCOME-TAX>                                    87,200                  60,300                  31,100
<INCOME-CONTINUING>                            163,200                 111,400                  57,200
<DISCONTINUED>                                       0                       0                       0
<EXTRAORDINARY>                                      0                       0                       0
<CHANGES>                                            0                       0                       0
<NET-INCOME>                                   163,200                 111,400                  57,200
<EPS-PRIMARY>                                     1.21                     .82                     .42
<EPS-DILUTED>                                     1.19                     .81                     .42
        

</TABLE>