NEW ENGLAND TELEPHONE & TELEGRAPH CO
8-K, 1994-03-01
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC  20549




                                   FORM 8-K



                                CURRENT REPORT




    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): January 24, 1994





                 NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY





 A New York          Commission File          I.R.S. Employer Identification
 Corporation         Number 1-1150            No. 04-1664340                




                 125 High Street, Boston, Massachusetts 02110

                       Telephone number (617) 743-9800




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                                    - 2 -


Form 8-K                        New England Telephone and Telegraph Company
January 24, 1994


ITEM 5.  Other Events.

         New England Telephone and Telegraph Company (the "Company") had net 
         income of $81.3 million in 1993, compared with net income of 
         $486.6 million for 1992.  The 1993 results include after-tax charges 
         of $414.0 million.  The principal componets of these charges were: 
         $291 million for business restructuring, primarily related to
         efforts to redesign operations to improve efficiency and customer
         service, including consolidation of work locations and lease
         terminations, retraining employees, relocation expenses,
         systems re-engineering, and other incremental costs associated
         with work force reductions, including $240 million after-tax for
         severance and post-retirement medical costs for employees leaving
         the Company through 1996; approximately $85 million of after-tax 
         restructure costs were allocated to the Company from a wholly owned 
         subsidiary of the Company and New York Telephone Company, Telesector 
         Resources Group, Inc., primarily related to its restructuring;  
         and $25 million for the Company's adoption of Statement of 
         Financial Accounting Standards No. 112, "Employers' Accounting
         for Postemployment Benefits", effective January 1, 1993.
         The Company expects to reduce its work force by approximately
         6,300 employees by the end of 1996.

         Operating revenues were $4,070.2 million for 1993, up 3.8 percent 
         from $3,921.9 million for 1992.  Operating expenses in 1993 were 
         $3,773.0 million.  Excluding the effect of business restructuring 
         and other charges, operating expenses for 1993 were 
         $3,094.6 million, an increase of 2.8 percent from $3,009.2 million 
         in 1992.

         There were 5,905,968 access lines in service at December 31, 1993, 
         an increase of 3.2 percent over the same period last year.  The 
         ratio of earnings to fixed charges, which reflects the effect of the 
         restructuring charges, was 1.34 for the year ended December 31, 1993.

         On February 17, 1994, the Board of Directors of NYNEX Corporation 
         approved a special pension enhancement to the NYNEX Management 
         Pension Plan.  Eligible management employees who choose to retire 
         through December 31, 1996 will be credited with an additional six 
         years toward their age and six years toward their length of service 
         for the purpose of determining pension eligibility and benefits.  
         This enhancement, which will be offered at different times through 
         1996 according to local force requirements, is expected to help the 
         Company reduce the management portion of its work force.  Any 
         additional charges related to the pension enhancement will be 
         recorded through 1996 as employees choose to retire under the plan.



<PAGE>


                                     - 3 -





Form 8-K                          New England Telephone and Telegraph Company
January 24, 1994



                                   SIGNATURES


Registrant

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



                                  New England Telephone and Telegraph Company




                                                   GAIL DEEGAN                 
                                                   GAIL DEEGAN
                                   Vice President and Chief Financial Officer









March 1, 1994




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