ILLINOIS BELL TELEPHONE CO
10-Q, 1996-11-07
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>1                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                                      
                                  Form 10-Q
                                      
                                      
            [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                                      
              For the Quarterly Period Ended September 30, 1996
                                      
                                     or
                                      
           [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                        Commission File Number 1-2222
                                      
                                      
                       ILLINOIS BELL TELEPHONE COMPANY
                                      
           (Incorporated under the laws of the State of Illinois)
                                      
              225 W. Randolph Street, Chicago, Illinois  60606
                                      
              I.R.S. Employer Identification Number 36-1253600
                                      
                      Telephone Number - (800) 257-0902
                                      
                                      
  THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF AMERITECH CORPORATION,
  MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b)
  OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE
  FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).
  
  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
      ----      ----
  
  
  At October 31, 1996, 81,938,121 common shares were outstanding.
  
  
<PAGE>2

                                      
                       Part I - Financial Information
                       ------------------------------
  
  The following condensed financial statements have been prepared by
  Illinois Bell Telephone Company (the Company) pursuant to the rules
  and regulations of the Securities and Exchange Commission (SEC) and,
  in the opinion of the Company, include all adjustments (consisting
  only of normal recurring adjustments) necessary for a fair statement
  of results for each period shown.  Certain information and footnote
  disclosures normally included in financial statements prepared in
  accordance with generally accepted accounting principles have been
  condensed or omitted pursuant to such SEC rules and regulations.  The
  Company believes that the disclosures made are adequate to make the
  information presented not misleading.  These financial statements
  should be read in conjunction with the financial statements and notes
  thereto included in the Company's latest Annual Report on Form 10-K
  and the quarterly reports on Form 10-Q previously filed in the current
  year.
  
           CONDENSED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
                            (Dollars in Millions)
                                 (Unaudited)
                                      
                                   Three Months Ended    Nine Months Ended
                                     September 30          September 30
                                    ---------------       ---------------
                                    1996       1995       1996       1995
                                    ----       ----       ----       ----

Revenues........................ $   908.9  $   872.7  $ 2,724.8  $ 2,541.6
                                 ---------  ---------  ---------  ---------
Operating expenses
  Employee-related expenses.....     211.7      204.2      614.0      603.8
  Depreciation and amortization.     144.1      134.7      426.0      393.2
  Other operating expenses......     312.6      258.5      915.4      752.8
  Restructuring (credit) charge.      --          5.8       --        (71.1)
  Taxes other than income taxes.      20.9       22.0       60.0       61.7
                                 ---------  ---------  ---------  ---------
                                     689.3      625.2    2,015.4    1,740.4
                                 ---------  ---------  ---------  ---------
Operating income................     219.6      247.5      709.4      801.2
Interest expense................      28.7       30.1       85.3       88.7
Other income, net ..............       3.2        1.6        9.1        4.0
                                 ---------  ---------  ---------  ---------
Income before income taxes......     194.1      219.0      633.2      716.5
Income taxes....................      80.3       78.8      257.0      263.2
                                 ---------  ---------  ---------  ---------
Net income......................     113.8      140.2      376.2      453.3

Accumulated deficit,
  beginning of period...........    (478.8)    (571.8)    (465.8)    (608.5)
    Less, dividends declared....     147.2       --        422.6      276.4
                                 ---------  ---------  ---------  ---------
Accumulated deficit,
  end of period................. $  (512.2) $  (431.6) $  (512.2) $  (431.6)
                                 =========  =========  =========  =========





See Notes to Condensed Financial Statements.

<PAGE>3

                                      
                          CONDENSED BALANCE SHEETS
                            (Dollars in Millions)
                                      
                                          Sept. 30, 1996  Dec. 31, 1995
                                           -------------  -------------
                                            (Unaudited)   (Derived from
                                                             Audited
                                                            Financial
                                                           Statements)
ASSETS
- ------
Current assets
 Cash and temporary cash investments.........  $    --       $     0.3
 Receivables, net
   Customers.................................      812.6         745.8
   Ameritech and affiliates..................       48.4          39.5
   Other.....................................       37.5          29.9
 Material and supplies.......................       21.0          17.8
 Prepaid and other...........................       19.2          26.4
                                               ---------     ---------
                                                   938.7         859.7
                                               ---------     ---------
Property, plant and equipment................    8,752.0       8,444.7
Less, accumulated depreciation...............    4,966.1       4,689.4
                                               ---------     ---------
                                                 3,785.9       3,755.3
                                               ---------     ---------
Investments, primarily in affiliates.........       84.4          85.5
Other assets and deferred charges............      299.2         279.8
                                               ---------     ---------
Total assets.................................  $ 5,108.2     $ 4,980.3
                                               =========     =========

  
See Notes to Condensed Financial Statements.

<PAGE>4

                                      
                    CONDENSED BALANCE SHEETS (continued)
                            (Dollars in Millions)
                                      
                                          Sept. 30, 1996  Dec. 31, 1995
                                           -------------  -------------
                                            (Unaudited)   (Derived from
                                                             Audited
                                                            Financial
                                                           Statements)
LIABILITIES AND SHAREOWNER'S EQUITY

Current liabilities
 Debt maturing within one year
  Ameritech.................................   $   878.5     $   544.0
  Other.....................................        51.5           1.3
 Accounts payable
  Ameritech Services, Inc. (ASI)............       151.1         197.0
  Ameritech and affiliates..................        49.7          11.9
  Other.....................................       229.3         225.1
 Other current liabilities..................       234.3         362.0
                                               ---------     ---------
                                                 1,594.4       1,341.3
                                               ---------     ---------
Long-term debt..............................     1,012.6       1,061.2
                                               ---------     ---------
Deferred credits and other long-term liabilities
 Accumulated deferred income taxes..........       225.8         220.8
 Unamortized investment tax credits.........        52.3          61.0
 Postretirement benefits
   other than pensions......................       914.8         932.5
 Long-term payable to ASI...................        25.5          27.3
 Other .....................................        90.2          97.2
                                               ---------     ---------
                                                 1,308.6       1,338.8
                                               ---------     ---------
Shareowner's equity
 Common shares - ($20 par value;
   100,000,000 shares authorized;
   81,938,121 issued and outstanding).......     1,638.8       1,638.8
 Proceeds in excess of par value............        66.0          66.0
 Accumulated deficit........................      (512.2)       (465.8)
                                               ---------     ---------
                                                 1,192.6       1,239.0
                                               ---------     ---------
Total liabilities and shareowner's equity...   $ 5,108.2     $ 4,980.3
                                               =========     =========
  
See Notes to Condensed Financial Statements.

<PAGE>5

                                      
                     CONDENSED STATEMENTS OF CASH FLOWS
                            (Dollars in Millions)
                                 (Unaudited)
                                      
                                                   Nine Months Ended
                                                     September 30
                                                     -------------
                                                   1996         1995
                                                   ----         ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income....................................   $  376.2     $  453.3
 Adjustments to net income
  Restructuring credit, net of tax............       --          (42.8)
  Depreciation and amortization...............      426.0        393.2
  Deferred income taxes, net..................       (3.0)        (2.9)
  Investment tax credits, net.................       (8.7)       (11.0)
  Capitalized interest........................       (2.8)        (1.8)
  Provision for uncollectibles................       70.3         31.4
  Change in accounts receivable...............     (153.6)       (67.0)
  Change in material and supplies.............       (9.3)        (0.4)
  Change in certain other current assets......        7.2          7.3
  Change in accounts payable..................       (3.9)      (165.6)
  Change in certain other current
   liabilities................................       34.4          4.7
  Change in certain other noncurrent
   assets and liabilities.....................      (49.4)        20.4
  Other.......................................        0.3          5.7
                                                 --------     --------
Net cash from operating activities............      683.7        624.5
                                                 --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures..........................     (443.8)      (338.3)
Proceeds from disposals of
 property, plant and equipment................        0.6          7.2
Other investing activity......................        0.2          0.8
                                                 --------     --------
Net cash from investing activities............     (443.0)      (330.3)
                                                 --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany financing, net...................      334.4        118.1
Issuance of long-term debt....................        3.0         --
Retirements of long-term debt.................       (1.5)       (30.9)
Dividend payments.............................     (576.9)      (388.4)
                                                 --------     --------
Net cash from financing activities............     (241.0)      (301.2)
                                                 --------     --------
Net decrease in cash and
 temporary cash investments...................       (0.3)        (7.0)
Cash and temporary cash investments,
 beginning of period..........................        0.3          7.1
                                                 --------     --------
Cash and temporary cash investments,
 end of period................................   $   --       $    0.1
                                                 ========     ========

  
See Notes to Condensed Financial Statements.

<PAGE>6

                   NOTES TO CONDENSED FINANCIAL STATEMENTS
                            (Dollars in Millions)
                                      
                             SEPTEMBER 30, 1996
                                      
  NOTE 1:   Work Force Restructuring
  
  As announced in March 1994, the Company's parent, Ameritech
  Corporation, restructured its existing nonmanagement work force,
  reducing the work force by 11,500 employees during 1994 and 1995,
  including 3,503 at the Company.  As a result of the restructuring, the
  Company recorded a gain of $71.1 million or $42.8 million after-tax in
  the first nine months of 1995, resulting primarily from settlement
  gains from lump sum pension payments from the Ameritech Pension Plan
  to former employees. No restructuring charges or credits were recorded
  in the first nine months of 1996.
  
  The Company recorded additional restructuring charges in the fourth
  quarter of 1995, primarily for the consolidation of data centers and
  additional work force reductions.  The remaining accrual related to
  work force restructuring charges was not significant as of September
  30, 1996.  See further discussion in Management's Discussion and
  Analysis below.
  
  NOTE 2:   Debt Maturing Within One Year
  
  Debt maturing within one year is included as debt in the computation
  of debt ratios and consists of amounts payable to Ameritech through
  Ameritech's short-term funding pool, as well as long-term debt
  maturing within one year.  At September 30, 1996, $50.0 million of
  long-term debt was reclassified to debt maturing within one year to
  reflect First Mortgage bonds, Series G, 47/8%, due July 1, 1997.
  
<PAGE>7

                                      
                                      
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                                      
  The following is a discussion and analysis of the changes in revenues,
  operating expenses and other income and expenses for the first nine
  months of 1996 as compared with the first nine months of 1995.
  
  Results of Operations
  ---------------------
  Revenues
  --------
  Total revenues in the first nine months of 1996 were $2,724.8 million
  and were $2,541.6 million for the same period in 1995, an increase of
  $183.2 million. The increase was primarily attributable to growth in
  access lines and switched minutes of use resulting in higher network
  usage volumes, as well as increased sales of equipment and other
  nonregulated services.  These increases were partially offset by net
  rate reductions.
  
  ----------------------------------------------------------------------
  Local service
  -------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $1,574.3   $1,473.4    $ 100.9      6.8
  
  Local service revenues include basic monthly service fees and usage
  charges, fees for call management services, installation and
  connection charges and public phone revenues.  The increase in local
  service revenues for the nine months ended September 30, 1996 was due
  largely to higher network usage volumes, resulting primarily from
  growth in the number of access lines, which increased 3.6 percent to
  6,405,000 as of September 30, 1996 as compared with 6,185,000 at
  September 30, 1995. Greater sales of call management services, such as
  Call Forwarding, Call Waiting and Caller ID also contributed to the
  increase.  This increase was partially offset by net rate decreases.
  
  ----------------------------------------------------------------------
  Network access
  --------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Interstate
  ----------
  Nine Months Ended         $  574.0   $  571.2    $   2.8      0.5
  
  Intrastate
  ----------
  Nine Months Ended         $   70.9   $   67.8    $   3.1      4.6
  
  Network access revenues are fees charged to interexchange carriers
  that use the Company's local landline communications network to
  connect customers to their long distance network.  In addition, end
  users pay flat rate access fees to connect to the long distance
  network.  These revenues are generated from both interstate and
  intrastate services.

<PAGE>8

  
                    Management's Discussion and Analysis
                     of Results of Operations (cont'd.)
                                      
  Network access (cont'd.)
  ------------------------
  The increase in network access revenues for the nine months ended
  September 30, 1996 was due primarily to an increase in network minutes
  of use, resulting from overall growth in the volume of calls handled
  for interexchange carriers.  Interstate and intrastate minutes of use
  for the nine months ended September 30, 1996 increased by 8.6 percent
  and 22.8 percent, respectively, over the comparable prior year period.
  
  The increase in interstate network access revenues was largely offset
  by net rate reductions.  The increase in intrastate network access
  revenues was offset primarily by a refund to interexchange carriers
  related to certain payphone use fees in the second quarter of 1996, as
  well as net rate reductions.
  
  ----------------------------------------------------------------------
  Long distance service
  ---------------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $  192.2   $  181.8    $  10.4      5.7
  
  Long distance service revenues are derived from customer calls to
  locations outside of their local calling areas, but within the same
  local access and transport area (LATA).  The increase in long distance
  service revenues for the nine months ended September 30, 1996 was due
  primarily to higher network usage, as well as increased revenues
  related to surcharges collected for third-party credit card calls.
  
  ----------------------------------------------------------------------
  Other
  -----
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $  313.4   $  247.4    $  66.0     26.7
  
  Other revenues include revenues derived from directory advertising,
  billing and collection services, inside wire installation and
  maintenance services and other miscellaneous services.  The increase
  in other revenues for the nine months ended September 30, 1996 was due
  to growth in voice messaging, equipment sales and other nonregulated
  services, as well as rate increases in inside wire installation and
  maintenance services.  These increases were partially offset by a
  decrease in billing and collection services, as certain long distance
  carriers began direct billing of their own customers in 1996.
  
  ----------------------------------------------------------------------
  Operating expenses
  ------------------
  
  Total operating expenses for the nine months ended September 30, 1996
  increased by $275.0 million or 15.8 percent to $2,015.4 million.  The
  increase was partially attributable to the work force restructuring,
  which resulted in a credit of $71.1 million in the first nine months
  of 1995 related to noncash settlement gains from the pension plan.
  Total operating expenses also increased in the first nine months of
  1996 due to increases in depreciation expense and other operating
  expenses, such as cost of sales and affiliated services, as discussed
  below.

<PAGE>9

                    Management's Discussion and Analysis
                     of Results of Operations (cont'd.)
                                      
  Employee-related expenses
  -------------------------
  
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $  614.0   $  603.8    $  10.2      1.7
  
  The increase in employee-related expenses for the nine months ended
  September 30, 1996 was primarily due to increases in wage rates and
  overtime expenses, and an increase in payroll taxes.  These increases
  were partially offset by a decrease in medical benefit expenses.
  
  There were 14,940 employees at September 30, 1996, compared with
  14,747 at September 30, 1995.
  
  ----------------------------------------------------------------------
  Depreciation and
       amortization
  ------------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $  426.0   $  393.2    $  32.8      8.3
  
  The increase in depreciation and amortization expense for the nine
  months ended September 30, 1996 was due to higher depreciation in the
  intrabuilding cable asset category, as well as higher average plant
  balances and the use of higher depreciation rates in certain plant
  categories due to shorter depreciable lives established in 1994.  The
  increase was partially offset by a decrease in computer equipment
  depreciation.
  
  ----------------------------------------------------------------------
  Other operating expenses
  ------------------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $  915.4   $  752.8    $ 162.6     21.6
  
  The increase in other operating expenses for the nine months ended
  September 30, 1996 was due to increases in advertising, uncollectible
  and other expenses related to increased sales efforts for equipment
  and call management services, such as voice messaging and other
  nonregulated services.  Higher contract and affiliated services
  expenses related primarily to systems programming and reengineering
  also contributed to the increase, as did cost of sales increases.

<PAGE>10


                    Management's Discussion and Analysis
                     of Results of Operations (cont'd.)
                                      
  Restructuring credit
  --------------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $   --     $  (71.1)   $  71.1    n/a
  
  As discussed in Note 1, the Company significantly reduced its
  nonmanagement work force during 1994 and 1995 by 3,503 employees.  New
  employees with different skills were added during this period to
  accommodate growth and meet staffing requirements for new business
  opportunities.  As of September 30, 1995, all 3,503 employees had left
  the Company, with 803 leaving in the first nine months of 1995.  A
  pretax, noncash settlement gain of $71.1 million was recorded in the
  first nine months of 1995, associated with lump-sum pension payments
  to former employees.  No restructuring credits were recorded in the
  first nine months of 1996.
  
  ----------------------------------------------------------------------
  Taxes other than income taxes
  -----------------------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $   60.0   $   61.7    $  (1.7)    (2.8)
  
  Taxes other than income taxes consist of property taxes, gross
  receipts taxes and other nonincome based taxes.  The decrease in taxes
  other than income taxes for the nine months ended September 30, 1996
  was primarily due to a decrease in property taxes resulting from
  favorable legislation involving property tax reforms, partially offset
  by higher capital stock taxes due to the effects of a favorable true-
  up adjustment recorded in the first nine months of 1995.
  
  ----------------------------------------------------------------------
  Other Income and Expenses
  -------------------------
  Interest expense
  -----------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $   85.3   $   88.7    $  (3.4)    (3.8)
  
  The decrease in interest expense for the nine months ended September
  30, 1996 was due to a decrease in interest on borrowings from the
  Ameritech short-term pool, as well as decreased miscellaneous interest
  expense and increased capitalized interest.

<PAGE>11

                    Management's Discussion and Analysis
                     of Results of Operations (cont'd.)
                                      
  Other income, net
  -----------------
                                                    Change
                                 September 30       Income   Percent
                                 ------------
  (dollars in millions)         1996      1995     (Expense)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $    9.1   $    4.0    $   5.1    n/m
  
  Other income, net includes equity in earnings of affiliates, interest
  income and other nonoperating items.  The increase in other income,
  net for the nine months ended September 30, 1996 was due primarily to
  increased equity earnings from Ameritech Services, Inc. (ASI) and
  increased interest income.
  
  ----------------------------------------------------------------------
  Income taxes
  ------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $  257.0   $  263.2    $  (6.2)    (2.4)
  
  The decrease in income taxes for the nine months ended September 30,
  1996 was due primarily to the tax effect ($28.3 million) associated
  with the work force restructuring credit recorded in the first nine
  months of 1995.  Excluding the effects of this item, income taxes
  increased in line with earnings of the business.
  
  ----------------------------------------------------------------------
  Ratio of earnings to fixed charges
  ----------------------------------
  
  The ratio of earnings to fixed charges for the nine months ended
  September 30 was 7.60 in 1996 and 8.33 in 1995.  The ratio in 1995 was
  favorably affected by a pretax credit of $71.1 million for work force
  restructuring (see prior discussion of this item).

<PAGE>12

                    Management's Discussion and Analysis
                     of Results of Operations (cont'd.)
                                      
 Other Matters
 --------------
  
 Telecommunications Act of 1996
 ------------------------------
 The Telecommunications Act of 1996 (the 1996 Act) was enacted on
 February 8, 1996.  This legislation defines the conditions under which
 Ameritech, including the Company, will be permitted to offer interLATA
 long distance service and provides certain mechanisms intended to
 facilitate local exchange competition.  This legislation, in addition
 to allowing Ameritech to offer interLATA long distance services,
 provides the framework for additional competition in the Company's
 traditional local exchange markets.
 
 On August 8, 1996, the Federal Communications Commission (FCC) adopted
 rules to implement the local competition provisions of the 1996 Act.
 Among other things, the rules require local exchange carriers to
 provide interconnection to any requesting telecommunications carrier at
 any technically feasible point and equal in quality to that provided
 for the local exchange carriers' own operations.  The rules also
 require each local exchange carrier to provide these other carriers
 access to network elements on an unbundled basis, and to offer for
 resale any telecommunications services that it provides at retail to
 subscribers who are not telecommunications carriers.  The FCC's rules
 address mechanisms for pricing of interconnection, unbundled network
 elements and reselling of telecommunications services and prescribe
 that the individual state regulatory authorities develop specific rates
 and procedures consistent with general rules and guidelines established
 by the FCC.
 
 In September 1996, several local exchange carriers, including
 Ameritech, filed appeals of the FCC interconnection order in the U.S.
 Court of Appeals for the District of Columbia.  In their appeals, the
 local exchange carriers argue, among other things, that the FCC
 exceeded its authority over state regulatory commissions, that the
 rules setting national pricing standards violate the 1996 Act, and that
 the order will force local exchange carriers to sell elements of their
 networks below cost.  Several companies also requested a stay of the
 FCC's order pending the outcome of the appeals, while others, including
 Ameritech, opposed the stay and requested only an expedited review of
 the order.
 
 Following the FCC's denial of the requests for a stay, a motion for a
 stay was filed by certain parties in the U.S. Court of Appeals for the
 Eighth Circuit (the Court) in St. Louis, which had been selected to
 hear the challenges to the FCC's order.  On September 27, 1996, the
 Court ordered a temporary stay of the new rules pending the hearing of
 oral arguments from local exchange carriers and the FCC.  On October
 15, 1996, after hearing the oral arguments, the Court issued a partial
 stay of the FCC's order, saying that the pricing provisions and the
 "pick and choose" rule related to unbundled network elements could not
 take effect until the Court conducts a full review of the order and
 rules on the merits of the case.  On November 1, 1996, the Court lifted
 the stay on three aspects of the pricing rules that apply primarily to
 cellular service providers.  The FCC has indicated that it will appeal
 the Court's decision to the U.S. Supreme Court.
 
 It will not be possible to determine what effect the 1996 Act and the
 FCC rules implementing it will have on the Company's results of
 operations until the challenges to the rules have been resolved and the
 Illinois Commerce Commission (ICC) has acted on the matter within its
 jurisdiction under the 1996 Act.
 
<PAGE>13

                    Management's Discussion and Analysis
                     of Results of Operations (cont'd.)
                                      
  Dial 1+
  -------
  
  The Company implemented intra-MSA presubscription on April 7, 1996
  pursuant to the Customers First Order issued by the ICC on April 7,
  1995.  Presubscription allows customers to select one carrier for
  inter-MSA interstate calling and a second carrier for non-local intra-
  MSA calls.  Non-local intra-MSA calls include all Band C calls (more
  than 15 miles) plus intra-MSA toll calls between the Company's
  territory and that of an independent company.  As a result, the
  Company's customers may now select an alternate long distance carrier
  for Band C calls by presubscribing their Band C calls and intra-MSA
  toll calls to that carrier.
  
  ----------------------------------------------------------------------
  Illinois rate reductions
  ------------------------
  
  Effective July 11, 1996, the Company reduced rates by $31.0 million
  annually under the adjustment process of a price regulation plan
  approved by the ICC in October 1994.  These rate reductions primarily
  impact local service revenues.
  
  ----------------------------------------------------------------------
  Wholesale/Resale Order
  -----------------------
  On June 26, 1996, the ICC approved an Order establishing wholesale
  prices to be made available to resellers.  Based on the discount from
  retail levels required, the Company will experience lower operating
  margins on those services purchased at wholesale.  The potential
  impact cannot be quantified because the demand shift to resellers is
  unknown.

<PAGE>14



                         PART II - OTHER INFORMATION
                                      
Item 6.   Exhibits and Reports on Form 8-K.
          ---------------------------------
 (a)      Exhibits
          --------
          12   Computation of Ratio of Earnings to Fixed Charges for the
               Nine Months ended September 30, 1996 and September 30,
               1995.
               
          27   Financial Data Schedule.
          
 (b)      Reports on Form 8-K
          -------------------
          No Form 8-K was filed by the registrant during the quarter for
          which this report is filed.

<PAGE>15

                                 SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf
  by the undersigned thereunto duly authorized.
  
  
  
                                          ILLINOIS BELL TELEPHONE COMPANY
                                          -------------------------------
                                                   (Registrant)


Date:  November 7, 1996                    /s/ Laurie L. Streling
                                           ----------------------
                                           Laurie L. Streling
                                           Comptroller
                                           State Finance Organization

                                           (Principal Accounting Officer)






                                     
                                                            EXHIBIT 12

                      ILLINOIS BELL TELEPHONE COMPANY
             COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                     
                           (Dollars in Millions)
                                                   Nine Months Ended
                                                    September 30
                                                    -------------
                                                  1996         1995
                                                  ----         ----
1.  EARNINGS

     a) Income before interest expense,
         income taxes and undistributed
         equity earnings (2).................  $  719.3      $  810.6

     b) Portion of rental expense
         representative of the
         interest factor (1).................       7.6           7.8
                                               --------      --------
     Total 1(a) through 1(b).................  $  726.9      $  818.4
                                               --------      --------
2.  FIXED CHARGES

     a) Total interest expense including
         capital lease obligations...........  $   85.3      $   88.7

     b) Capitalized interest.................       2.8           1.8

     c) Portion of rental expense
         representative of the
         interest factor (1).................       7.6           7.8
                                               --------      --------
     Total 2(a) through 2(c).................  $   95.7      $   98.3
                                               --------      --------
3.  RATIO OF EARNINGS TO FIXED CHARGES.......      7.60          8.33
                                                  =====         =====


(1)  One-third of rental expense is considered to be the amount
     representing return on capital.
     
(2)  The results for the first nine months of 1995 reflect a $71.1 million
     pretax credit primarily from settlement gains resulting from lump-sum
     pension payments from the pension plan to former employees who left
     the business in the nonmanagement work force restructuring.
     
                                                                          
                                                                          
                                                                          


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
ILLINOIS BELL TELEPHONE COMPANY'S SEPT.30, 1996 FINANCIAL STATEMENTS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                               0
<SECURITIES>                                         0<F1>
<RECEIVABLES>                                  898,500
<ALLOWANCES>                                         0
<INVENTORY>                                     21,000
<CURRENT-ASSETS>                               938,700
<PP&E>                                       8,752,000
<DEPRECIATION>                               4,966,100
<TOTAL-ASSETS>                               5,108,200
<CURRENT-LIABILITIES>                        1,594,400
<BONDS>                                      1,012,600
                                0
                                          0
<COMMON>                                     1,638,800
<OTHER-SE>                                   (446,200)
<TOTAL-LIABILITY-AND-EQUITY>                 5,108,200
<SALES>                                              0<F2>
<TOTAL-REVENUES>                             2,724,800
<CGS>                                                0<F3>
<TOTAL-COSTS>                                2,015,400
<OTHER-EXPENSES>                               (9,100)
<LOSS-PROVISION>                                60,700
<INTEREST-EXPENSE>                              85,300
<INCOME-PRETAX>                                633,200
<INCOME-TAX>                                   257,000
<INCOME-CONTINUING>                            376,200
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   376,200
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>SECURITIES ARE NOT MATERIAL AND THEREFORE HAVE NOT BEEN STATED SEPARATELY
IN THE FINANCIAL STATEMENTS. THIS AMOUNT IS INCLUDED IN THE CASH TAG.
<F2>NET SALES OF TANGIBLE PRODUCTS IS NOT MORE THAN 10% OF TOTAL OPERATING
REVENUES AND THEREFORE HAS NOT BEEN STATED SEPARATELY IN THE FINANCIAL
STATEMENTS PURSUANT TO REGULATION S-X, RULE 5-03(B). THIS AMOUNT IS
INCLUDED IN THE "TOTAL REVENUES" TAG.
<F3>COST OF TANGIBLE GOODS SOLD IS INCLUDED IN COST OF SERVICE AND PRODUCTS IN
THE FINANCIAL STATEMENTS AND THE "TOTAL COST" TAG, PURSUANT TO REGULATION
S-X, RULE 5-03(B).
</FN>
        

</TABLE>


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