UNITED TELEPHONE CO OF PENNSYLVANIA
15-15D, 1994-01-25
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                             UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549


                                  FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES AND EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                        Commission File Number       1-3531   
                                                                              

                  The United Telephone Company of Pennsylvania                
                                                                              
             (Exact name of registrant as specified in its charter)


           1201 Walnut Bottom Road, Carlisle, PA 17013  717-245-6312          
                                                                              
 (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                         First Mortgage Bonds                                 
                                                                              
            (Title of each class of securities covered by this Form)

                                  None                                        
                                                                              
 (Titles of all other classes of securities for which a duty to file reports
                      under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

          Rule 12g-4(a)(1)(i)  ___          Rule 12h-3(b)(l)(i)  ___
          Rule 12g-4(a)(l)(ii) ___          Rule 12h-3(b)(l)(ii) ___
          Rule 12g-4(a)(2)(i)  ___          Rule 12h-(b)(2)(i)   ___
          Rule 12g-4(a)(2)(ii) ___          Rule 15d-6            X 

Appropriate number of holders of record as of the certification or notice
date:     61     

Pursuant to the requirements of the Securities and Exchange Act of 1934 The
United Telephone Company of Pennsylvania has caused this certification to be
signed on its behalf by the undersigned duly authorized person.

Date:   January 25, 1994       By: /s/ Richard C. Eckhart
                                                                              
                                  Richard C. Eckhart
                                  Vice President - Finance and Administration
                                  Chief Financial Officer


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