NEW ENGLAND TELEPHONE & TELEGRAPH CO
10-Q, 1994-08-10
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                   Form 10-Q
    
    
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
    
    
    (Mark one)
      ---
       X         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
      ---             OF THE SECURITIES EXCHANGE ACT OF 1934
    
                 For the quarterly period ended June 30, 1994
    
    
                                      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 1-1150
    
    
                  NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
    
    
    
             Incorporated under the laws of the State of New York
    
               I.R.S. Employer Identification Number 04-1664340
    
                 125 High Street, Boston, Massachusetts  02110
    
                        Telephone Number (617) 743-9800
    
    
    THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF NYNEX 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 THE
    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    .
    
<PAGE>    
                                     - 2 -
    

    Form 10-Q Part I            New England Telephone and Telegraph
    Company
    
                        PART I - FINANCIAL INFORMATION
<TABLE>
    
                  STATEMENTS OF INCOME AND RETAINED EARNINGS
                           (In millions) (Unaudited)
<CAPTION>
    
    
                                              For the            For the
                                         Three Months Ended   Six Months Ended
                                              June 30,            June 30,    
                                           1994        1993    1994       1993
    <S>                                 <C>       <C>       <C>        <C>
    OPERATING REVENUES
      Local service. . . . . . . . . . .$  479.7  $  451.5  $  949.9   $  897.2
      Long distance. . . . . . . . . . .   185.6     187.9     379.0      374.7
      Network access . . . . . . . . . .   295.4     289.5     594.3      584.0
      Other. . . . . . . . . . . . . . .    90.8      87.6     181.0      170.7
     Total operating revenues. . . . . . 1,051.5   1,016.5   2,104.2    2,026.6
    
    OPERATING EXPENSES
      Maintenance and support. . . . . .   288.4     285.0     593.4      543.4
      Depreciation and amortization. . .   222.9     200.8     442.7      396.7
      Marketing and customer services. .   139.2     145.2     285.5      279.1
      Taxes other than income taxes. . .    29.8      27.8      53.3       58.1
      Provision for uncollectible revenues  10.8      10.4      23.0       23.1
      Other. . . . . . . . . . . . . . .   139.8      96.5     222.0      199.5
     Total operating expenses. . . . .     830.9     765.7   1,619.9    1,499.9
    
    Operating income . . . . . . . . . .   220.6     250.8     484.3      526.7
    
    Other income (expense) - net . . . .     3.5     (10.7)      6.2      (24.0)
    
    Interest expense . . . . . . . . . .    41.2      42.5      81.4       88.8
    
    Earnings before income taxes and
     cumulative effect of change in
     accounting principle. . . . . . .     182.9     197.6     409.1      413.9
    
    Income taxes
      Federal. . . . . . . . . . . . . .    52.9      52.3     119.0      113.1
      State and local. . . . . . . . . .    12.9      13.4      28.3       28.7
     Total income taxes. . . . . . . .      65.8      65.7     147.3      141.8
    
    Earnings before cumulative effect of
     change in accounting principle. .     117.1     131.9     261.8      272.1
    
    Cumulative effect of change in
     accounting for postemployment
     benefits, net of taxes. . . . . .        -         -         -       (25.3)*
    
    NET INCOME . . . . . . . . . . . . . $ 117.1  $  131.9  $  261.8   $  246.8 *
    
    RETAINED EARNINGS
      Beginning of period. . . . . . . . $ 968.6  $1,273.5* $  929.9   $1,262.0
       Net income  . . . . . . . . . . .   117.1     131.9     261.8      246.8 *
       Dividends declared  . . . . . . .  (106.2)   (103.3)   (212.2)    (206.7)
      End of period. . . . . . . . . . . $ 979.5  $1,302.1* $  979.5   $1,302.1 *
    
    *Restated to reflect the adoption of Statement of Financial Accounting
     Standards No. 112 in the fourth quarter of 1993 retroactive to
     January 1, 1993.
    
    See accompanying notes to financial statements.
</TABLE>
    
<PAGE>
                                     - 3 -
    
  Form 10-Q Part I                  New England Telephone and Telegraph Company
    
<TABLE>
    
                                BALANCE SHEETS
                                 (In millions)
<CAPTION>
    
                                                      June 30,    December 31,
                                                       1994           1993
    
                                                    (Unaudited)
    ASSETS
    
    <S>                                              <C>           <C>
    Current assets:
      Cash . . . . . . . . . . . . . . . . . . . .   $    8.6      $    11.2
      Receivables (net of allowance of $46.6
        and $51.7, respectively) . . . . . . . . .      767.9          732.5
      Deferred income taxes. . . . . . . . . . . .       88.5          120.6
      Deferred charges . . . . . . . . . . . . . .       88.0           99.5
      Inventories. . . . . . . . . . . . . . . . .       42.5           57.6
      Prepaid expenses and other . . . . . . . . .       45.7           69.6
        Total current assets . . . . . . . . . . .    1,041.2        1,091.0
    
    Telephone plant - at cost. . . . . . . . . . .   11,964.3       11,591.1
      Less: accumulated depreciation . . . . . . .    5,329.4        5,013.9
                                                      6,634.9        6,577.2
    
    Deferred charges and other . . . . . . . . . .      585.0          602.8
    
      TOTAL ASSETS . . . . . . . . . . . . . . . .  $ 8,261.1      $ 8,271.0
    
    LIABILITIES AND SHARE OWNER'S EQUITY
    
    Current liabilities:
      Accounts payable
        Affiliates . . . . . . . . . . . . . . . .  $   401.0      $   404.3
        Trade and other. . . . . . . . . . . . . .      547.5          587.7
      Short-term debt. . . . . . . . . . . . . . .      163.9          158.5
      Dividends payable. . . . . . . . . . . . . .      106.1          103.4
      Taxes accrued. . . . . . . . . . . . . . . .       19.6           26.5
      Advance billing and customers' deposits. . .       20.6           18.2
      Interest accrued . . . . . . . . . . . . . .       37.4           37.8
        Total current liabilities. . . . . . . . .    1,296.1        1,336.4
    
    Long-term debt . . . . . . . . . . . . . . . .    2,164.7        2,164.0
    Deferred income taxes. . . . . . . . . . . . .      803.0          841.7
    Unamortized investment tax credits . . . . . .      104.2          115.4
    Other long-term liabilities
     and deferred credits. . . . . . . . . . . . .      824.5          794.5
        Total liabilities. . . . . . . . . . . . .    5,192.5        5,252.0
    
    Commitments and contingencies (Notes (d) and (e))
    
    Share owner's equity:
      Common stock - one share, without par value.    2,089.1        2,089.1
      Retained earnings. . . . . . . . . . . . . .      979.5          929.9
        Total share owner's equity . . . . . . . .    3,068.6        3,019.0
    
      TOTAL LIABILITIES AND SHARE OWNER'S EQUITY .  $ 8,261.1      $ 8,271.0
    
    See accompanying notes to financial statements.
</TABLE>
    

<PAGE>
                                     - 4 -
    
 Form 10-Q Part I                  New England Telephone and Telegraph Company
    
<TABLE>
    
                              STATEMENTS OF CASH FLOWS
                             (In millions) (Unaudited)
    
<CAPTION>
                                                               For The
                                                          Six Months Ended
                                                              June 30,
                                                         1994           1993
    
    CASH FLOWS FROM OPERATING ACTIVITIES:
    <S>                                                <C>           <C>
    Net Income. . . . . . . . . . . . . . . . . . . .  $ 261.8       $ 246.8 *
    Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization. . . . . . . . .    442.7         396.7
       Allowance for funds used during
         construction - equity component. . . . . . .     (4.7)         (3.9)
       Change in operating assets and liabilities:
       Receivables. . . . . . . . . . . . . . . . . .    (35.4)         (2.0)
       Deferred income taxes. . . . . . . . . . . . .     32.1           2.5 *
       Deferred charges . . . . . . . . . . . . . . .     11.5           6.5
       Inventories. . . . . . . . . . . . . . . . . .     15.1           3.8
       Prepaid expenses and other . . . . . . . . . .     23.9         (19.9)
       Accounts payable . . . . . . . . . . . . . . .    (43.5)        (59.3)*
       Taxes accrued. . . . . . . . . . . . . . . . .     (6.9)         (0.2)
       Advance billing and customers' deposits. . . .      2.4           0.7
       Interest accrued . . . . . . . . . . . . . . .     (0.4)         (3.3)
       Deferred income taxes and Unamortized
         investment tax credits . . . . . . . . . . .    (49.9)       (138.1)*
       Other long-term liabilities and
         deferred credits . . . . . . . . . . . . . .     30.0         120.3 *
       Other - net. . . . . . . . . . . . . . . . . .      1.3          28.0
    Total adjustments . . . . . . . . . . . . . . . .    418.2         331.8
    
    Net cash provided by operating activities . . . .    680.0         578.6
    
    CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital expenditures . . . . . . . . . . . . .   (478.4)       (376.8)
       Advances to NYNEX. . . . . . . . . . . . . . .       -           82.0
    
    Net cash used in investing activities . . . . . .   (478.4)       (294.8)
    
    CASH FLOWS FROM FINANCING ACTIVITIES:
       Advances from NYNEX. . . . . . . . . . . . . .      5.7         149.0
       Dividends paid to NYNEX. . . . . . . . . . . .   (209.4)       (202.5)
       Issuance of long-term debt . . . . . . . . . .      -           323.2
       Repayment of long-term debt and capital leases     (0.5)         (0.6)
       Debt refinancings and call premiums. . . . . .      -          (551.0)
    
    Net cash used in financing activities . . . . . .   (204.2)       (281.9)
    
    Net (decrease) increase in Cash . . . . . . . . .     (2.6)          1.9
    Cash at beginning of period . . . . . . . . . . .     11.2          12.7
    Cash at end of period . . . . . . . . . . . . . .  $   8.6       $  14.6
    
    *Restated to reflect the adoption of Statement of Financial Accounting
    Standards No. 112 in the fourth quarter of 1993 retroactive to
    January 1, 1993.
    
    See accompanying notes to financial statements.
</TABLE>
    

<PAGE>    
    
                                     - 5 -
    
 Form 10-Q Part I                  New England Telephone and Telegraph Company
    
    
                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)
    
    (a)  BASIS OF PRESENTATION - The financial statements have been
    prepared by New England Telephone and Telegraph Company (the
    "Company"), a wholly owned subsidiary of NYNEX Corporation
    ("NYNEX"), pursuant to the rules and regulations of the
    Securities and Exchange Commission (the "SEC") and, in the
    opinion of management, include all adjustments (consisting only
    of normal recurring adjustments) necessary for a fair
    presentation of the financial information 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.  Management believes
    that the disclosures made are adequate to make the information
    presented not misleading.  Certain information in the financial
    statements for 1993 has been reclassified to conform to the
    current year's presentation.  The results for interim periods are
    not necessarily indicative of results for the full year. These
    financial statements should be read in conjunction with the
    financial statements and notes thereto included in the Company's
    1993 Annual Report on Form 10-K and the current year's previously
    issued Quarterly Report on Form 10-Q.
    
    (b)  CASH - The Company's cash management policy is to make funds
    available in banks when checks are presented.  At June 30, 1994,
    the Company had recorded in Accounts payable checks outstanding
    but not yet presented for payment of $69.8 million.
    
    (c)  SUPPLEMENTAL INFORMATION - The following information is
    provided in accordance with Statement of Financial Accounting
    Standards No. 95, "Statement of Cash Flows":
<TABLE>
<CAPTION>
                                                             For the
                                                        Six Months Ended
                                                             June 30,
                                                         1994      1993
    (In millions)
    <S>                                                <C>       <C>
    Income tax payments. . . . . . . . . . . . . . .   $121.5    $169.1
    Interest payments. . . . . . . . . . . . . . . .   $ 73.8    $ 90.5
</TABLE>
    
    (d)  REVENUES SUBJECT TO POSSIBLE REFUND - Several regulatory
    matters, primarily involving the rates and charges for the
    provision of certain interstate access and other related
    services, may possibly require the refund of a portion of the
    revenues collected for such services in the current and prior
    periods.  As of June 30, 1994, the aggregate amount of such
    revenues that was estimated to be subject to possible refund was
    approximately $15 million, plus related interest.  The outcome of each 
    pending matter, as well as the time frame within which each will be
    resolved, is not presently determinable.
    
    (e)  LITIGATION AND OTHER CONTINGENCIES - Various legal actions
    and regulatory proceedings are pending that may affect the
    Company, including matters involving Racketeer Influenced and
    Corrupt Organizations Act, antitrust, tort, contract and tax
    deficiency claims.  While counsel cannot give assurance as to the
    outcome of any of these matters, in the opinion of management
    based upon the advice of counsel, the ultimate resolution of
    these matters in future periods is not expected to have a
    material effect on the Company's financial position or annual
    operating results but could have a material effect on quarterly
    operating results.
    
    
    
    
    
<PAGE>    
    
    
                                     - 6 -
    
 Form 10-Q Part I                  New England Telephone and Telegraph Company
    
    
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
    
    The following Management's Narrative Analysis of Results of
    Operations is provided pursuant to General Instruction H(2) to
    Form 10-Q.
    
    FIRST SIX MONTHS OF 1994 AS COMPARED TO FIRST SIX MONTHS OF 1993
    
    BUSINESS RESTRUCTURING
    
    Second quarter 1994 results include $35 million of pretax charges
    ($23 million after-tax) for pension enhancements for employees
    who elected during the quarter to leave New England Telephone 
    and Telegraph Company (the "Company") and Telesector Resources Group, Inc. 
    ("Telesector Resources") under retirement incentives.  A
    portion of the year-end 1993 accrual for severance was utilized
    on a per employee basis, and the incremental costs of both the
    Company's pension enhancements and the Company's allocation of
    Telesector Resources' pension enhancements were recorded.  The
    retirement incentives are intended to provide a voluntary means to 
    implement a portion of the planned work force reduction of approximately
    6,300 employees by the end of 1996.
    
    Approximately $16 million of the pretax charges ($12 million
    after-tax) were recorded by the Company and included the
    following:  $6 million ($5 million after-tax) for pension
    enhancements for approximately 400 employees who elected during
    the quarter to leave the Company under retirement incentives, and
    $10 million ($7 million after-tax) for associated postretirement
    medical benefits.
    
    Approximately $19 million of the pretax charges ($11 million
    after-tax) were allocated to the Company from Telesector
    Resources for costs associated with its force reductions during
    the quarter, which included $5 million ($3 million after-tax) for
    pension enhancements and $14 million ($8 million after-tax) for
    associated postretirement medical benefits.
    
    The retirement incentives credit employees with an additional
    six years toward both their age and their length of service for 
    the purpose of determining pension eligibility and benefits.  
    Much of the cost of the incentives will be funded by NYNEX's 
    pension plans.  These incentives also resulted in more individuals 
    qualifying for lifetime medical coverage than under the severance 
    plan.  In February of 1994, the Board of Directors of NYNEX Corporation 
    approved a pension enhancement for eligible management employees who 
    retire through December 31, 1996.  This enhancement will be offered at 
    different times through 1996 according to local force requirements.
    An agreement has been reached with the Communications Workers of America 
    which extends the existing labor agreement to August 1998 and provides a 
    retirement incentive.  On August 5, 1994, a similar agreement with the
    International Brotherhood of Electrical Workers in New England
    was tentatively reached, subject to ratification by the union
    membership.  (See COLLECTIVE  BARGAINING AGREEMENTS below.)
    
    The restructuring reserve balance for the 1993 business restructuring
    charges at June 30, 1994 was approximately $336 million, excluding
    the liability recorded at year-end for postretirement medical benefits
    associated with employees leaving the Company under the business
    restructuring.  In the first six months of 1994, the Company reduced 1993
    restructuring reserves by approximately $90 million as follows:
    $29 million of reserves established for severance were transferred to the
    pension liability on a per employee basis as a result of employees leaving
    under the pension enhancements as opposed to severance provisions as
    previously accrued for; $3 million was utilized for other retiree
    costs; $5 million was utilized for developing a single "NYNEX" brand
    identity and $6 million was reversed to reflect a
                                       
                                       
                                       
                                       
<PAGE>                                   
                                       
                                     - 7 -
    
 Form 10-Q Part I                  New England Telephone and Telegraph Company
    
    
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
    
    FIRST SIX MONTHS OF 1994 AS COMPARED TO FIRST SIX MONTHS OF 1993
    (Continued)
    
    BUSINESS RESTRUCTURING (continued)
    
    revised estimate of costs related to a "NYNEX" brand identity;
    $20 million was utilized for the Company's allocation of Telesector
    Resources' pension enhancements; $15 million was utilized for the
    Company's allocation of Telesector Resources' postretirement medical
    benefits; and $12 million was utilized for the Company's allocation
    of Telesector Resources' system re-engineering.  Additionally,
    $14 million of reserves established in 1991 for severance costs related
    to Telesector Resources were utilized for the Company's
    allocation of Telesector Resources pension enhancements.
    
    There were no significant cost savings as a result of business
    restructuring in the first six months of 1994.  Since most of the
    employees that left the Company under terms of the enhanced
    pension offering left near the end of the period, the expense
    savings associated with this force reduction have not yet been
    realized.
    
    OPERATING REVENUES
    
    Operating revenues increased $77.6 million, or 3.8%, over the
    same period last year.  The increase in total operating revenues
    is comprised of the following:
<TABLE>
<CAPTION>
    
                                               Increase (Decrease)
                                                  (In millions)
    <S>                                              <C>
    Local service. . . . . . . . . . . . . .         $ 52.7
    Long distance. . . . . . . . . . . . . .            4.3
    Network access . . . . . . . . . . . . .           10.3
    Other .  . . . . . . . . . . . . . . . .           10.3
                                                     $ 77.6
</TABLE>
    
    Local service revenues are earned from the provision of local
    exchange, local private line and local public network services.
    Local service revenues increased $52.7 million due principally to
    increased customer demand of approximately $33 million, evidenced
    by growth in access lines and growth in sales of calling features
    such as caller identification, call waiting and touch-tone
    services, and to an increase of approximately $8 million in local
    service rates primarily attributable to the implementation of the
    third transitional filing of a restructuring of Massachusetts
    rates effective April 14, 1994.  In addition, there was a $5
    million increase in local directory assistance revenues resulting
    from the reversal of previously deferred revenues pursuant to a
    regulatory agreement with the State of Massachusetts to offset
    expenses to enhance E911 systems, and a $6 million increase
    primarily due to the 1994 reversal of revenues deferred in 1993
    that were in excess of the required one-time credit to customers'
    bills pursuant to the Rhode Island price regulation trial for 1993.
    
    Long distance revenues are earned from the provision of services
    beyond the local service area, but within the local access
    transport area ("LATA"), and include public and private network
    switching.  Long distance revenues increased $4.3 million due
    principally to increased message toll service
    
    
    
    
    
    
    
    
<PAGE>    
    
                                     - 8 -
    
 Form 10-Q Part I                  New England Telephone and Telegraph Company
    
    
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
    
    FIRST SIX MONTHS OF 1994 AS COMPARED TO FIRST SIX MONTHS OF 1993
    (Continued)
    
    OPERATING REVENUES (Continued)
    
    usage of approximately $11 million, including the effect of
    severe weather, and a $5 million increase in long distance
    directory assistance revenues resulting from the reversal of
    previously deferred revenues pursuant to a regulatory agreement
    with the State of Massachusetts to offset expenses to enhance
    E911 systems.  These increases were partially offset by decreases
    in long distance rates of approximately $12 million primarily
    attributable to the implementation of the third transitional
    filing of a restructuring of Massachusetts rates effective April
    14, 1994 and decreases in private line revenues and wide area
    telecommunications service revenues due primarily to increased
    competition and customer shifts to lower priced services offered
    by the Company.
    
    Network access revenues are earned from the provision of exchange
    access services primarily to interexchange carriers.  Network
    access revenues increased $10.3 million due principally to a $16
    million increase in switched access revenues partially offset by
    a $6 million decrease in special access revenues.  Switched
    access revenues increased due principally to a $30 million
    increase in network demand offset by a net decrease of approximately
    $11 million primarily attributable to interstate rate changes.
    Special access revenues decreased $6 million due principally to
    decreased demand of approximately $5 million resulting from
    increased competition and customer shifts to lower priced
    services offered by the Company and a $1 million decrease
    resulting from interstate rate reductions.
    
    Other revenues are earned from the provision of products and
    services other than Local service, Long distance and Network
    access.  Other revenues increased $10.3 million due principally
    to a $7 million increase in revenues related to the directory
    licensing agreement with NYNEX Information Resources Company
    resulting from higher estimated pretax earnings from the
    directories published pursuant to the agreement and to a $4
    million increase in revenues from inside wire related charges and
    voice messaging services.
    
    OPERATING EXPENSES
    
    Operating expenses for the six months ended June 30, 1994 increased
    $120.0 million, or 8.0%, over the same period last year.  This
    increase in total operating expenses is comprised of the following:
<TABLE>
<CAPTION>
    
                                                Increase (Decrease)
                                                   (In millions)
    
    <S>                                                <C>
    Depreciation and amortization. . . . . . .         $ 46.0
    Taxes other than income taxes. . . . . . .           (4.8)
    All other:
      Business restructuring charges
       recorded in 1994. . . . . . . . . . . .           35.4
      Employee related costs . . . . . . . . .           (6.8)
      Other operating expenses . . . . . . . .           50.2
                                                       $120.0
</TABLE>
    
    
    
    
    
    
<PAGE>    
                                       
                                     -9 -
    
 Form 10-Q Part I                  New England Telephone and Telegraph Company
    
    
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
    
    FIRST SIX MONTHS OF 1994 AS COMPARED TO FIRST SIX MONTHS OF 1993
    (Continued)
    
    OPERATING EXPENSES (Continued)
    
    Depreciation and amortization increased $46.0 million due principally 
    to a $33 million increase due to revised intrastate depreciation rates
    in Massachusetts effective July 1993 and a $15 million increase
    associated with increased plant investment.
    
    Taxes other than income taxes, which include gross receipts taxes,
    property taxes and other non-income based taxes, decreased $4.8 million
    due principally to an $8 million decrease in property taxes primarily 
    attributable to a 1994 reversal of a 1993 accrual as a result of unasserted
    municipal assessments.  This decrease was partially offset by a $2 million
    increase in Massachusetts property taxes due to increased tax rates and a
    $1 million increase in Rhode Island gross receipts tax as a result of 
    an increase in Rhode Island operating revenues.
    
    Business restructuring charges recorded in the second quarter of
    1994 consisted of incremental costs related to pension
    enhancements (see Business Restructuring above).
    
    Employee related costs, which consist primarily of wages, payroll
    taxes and employee benefits, decreased $6.8 million due principally 
    to an $8 million net decrease in wages and payroll taxes 
    primarily attributable to reductions in the Company's work force 
    due to transfers of employees to Telesector Resources associated 
    with re-engineering the way service is delivered to customers,
    including operating the Company and New York Telephone Company
    ("New York Telephone") as a single enterprise (see Other 
    operating expenses below) and to the Company's force reduction 
    program, partially offset by increases in salary and wage rates. 
    In addition, there was a $1 million increase in employee benefit costs for 
    active and retired employees due principally to increased medical costs.
    
    Other operating expenses, which consist primarily of contracted
    and centralized services, rent and other general and
    administrative costs, increased $50.2 million.  This increase was
    due principally to a $27 million net increase in charges from
    affiliated companies primarily attributable to an increase in
    contracted and centralized services and the transfer of employees
    from the Company and NYNEX Corporate to Telesector Resources (see
    Employee related costs above), a $15 million increase in right to
    use fees resulting from increased software purchases and a $7
    million increase resulting from capitalization in 1993 of certain
    1992 engineering charges.
    
    OTHER INCOME (EXPENSE) - NET
    
    Other income (expense) - net increased $30.2 million over the
    same period last year due principally to a $28 million increase
    resulting from completion in 1993 of the transition plan with New
    York Telephone to phase in the earnings impact of the unified
    tariff access rate structure.  In addition, there was a $3
    million increase due to higher expenses in the first six months
    of 1993 for the interstate portion of call premiums and other
    charges associated with the refinancing of long-term debt.
    
    
    
    
    
    
    
<PAGE>    
    
                                     -10 -
    
 Form 10-Q Part I                  New England Telephone and Telegraph Company
    
    
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
    
    FIRST SIX MONTHS OF 1994 AS COMPARED TO FIRST SIX MONTHS OF 1993
    (Continued)
    
    OPERATING EXPENSES (Continued)
    
    INTEREST EXPENSE
    
    Interest expense decreased $7.4 million from the same period last
    year, primarily due to a decrease in average interest rates
    resulting from long-term debt refinancings in 1993.
    
    INCOME TAXES
    
    Income taxes increased $5.5 million over the same period last
    year.  The increase was principally due to a $5 million increase
    associated with the enactment of the Revenue Reconciliation Act
    of 1993 on August 10, 1993, which increased the statutory
    corporate federal income tax rate from 34 percent to 35 percent
    retroactive to January 1, 1993.
    
    FINANCING
    
    At June 30, 1994, the Company had $500 million of unissued,
    unsecured debt securities registered with the SEC.
    
    COLLECTIVE BARGAINING AGREEMENTS
    
    On March 24, 1994, an agreement was reached with the
    Communications Workers of America to extend through August 8,
    1998 the collective bargaining agreement that was to expire on
    August 5, 1995.  The agreement was ratified in May 1994.  
    On August 5, 1994, a similar agreement was tentatively reached 
    with the International Brotherhood of Electrical Workers,
    subject to ratification by the union membership.  Under the
    terms of the new agreements, there will be basic wage increases
    of 10.5% during the life of the agreements.  Wages will increase 
    4.0% on August 6, 1995, 3.5% on August 4, 1996 and 3.0% on August 3, 1997.  
    In 1997 there may also be a cost-of-living adjustment.  The
    agreements also provide for retirement incentives, a commitment
    to no layoffs or loss of wages as a result of Company-initiated
    "process change", an enhanced educational program and incentives
    to improve service quality.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
<PAGE>    
    
                                     -11 -
    
 Form 10-Q Part II                 New England Telephone and Telegraph Company
    
    
                          PART II - OTHER INFORMATION
    
    
    Item 5.  Other Information
    
             State Regulatory Matters
    
             Maine
    
             The Maine Public Utilities Commission ("MPUC") has
             commenced an investigation into alternative forms of
             regulation, in lieu of traditional rate of return
             regulation, for New England Telephone and Telegraph
             Company (the "Company").  The MPUC has also initiated,
             on a parallel track, a proceeding with regard to
             competition, interconnection and the unbundling of
             tariffed services.
            
             Massachusetts
    
             In connection with the Company's proposed Alternative
             Regulatory Plan (as previously reported in the Company's 
             Quarterly Report on Form 10-Q for the quarter ended 
             March 31, 1994), the Massachusetts Department of Public Utilities 
             ("MDPU") ruled on May 24, 1994 that the Company's filing would be 
             treated as a petition for alternative regulation and, consequently,
             the MDPU's review is not subject to the statutory suspension 
             period.  Hearings concerning the Company's filing commenced 
             on July 11, 1994.
    
             New Hampshire
    
             On June 30, 1994, the New Hampshire Public Utilities
             Commission ("NHPUC") approved the Company's proposed toll
             rate reduction targeted at small and medium volume usage
             customers, effective  August 5, 1994.  The annual revenue effect 
             of the toll  rate reduction is estimated to be approximately $7.1
             million.  The NHPUC previously approved, effective
             January 31, 1994, a Company-requested toll rate reduction
             targeted at high and medium volume usage customers, with
             an annual revenue effect of $3.5 million.
            
             Rhode Island
             
             On June 15, 1994, the Rhode Island Public Utilities
             Commission approved a 1993 shared earnings credit of
             $485,000 pursuant to the Rhode Island price regulation
             trial.  In July of 1994, the Company issued the 1993
             shared earnings credit to Rhode Island customers.
            
             Vermont
            
             As previously reported (see the Company's Annual Report
             on Form 10-K for the year ended December 31, 1993), the
             Company filed a petition for a price regulation plan
             with the Vermont Public Service Board ("VPSB") on 
             October 5, 1993.  In a related  proceeding, on December 1, 1993, 
             the Vermont Department of Public Service ("VDPS") filed a petition 
             seeking to  examine the Company's rates and to ensure that rates 
             are at appropriate levels prior to the initiation
    
    
<PAGE>    
    
                                    - 12 -
    
    Form 10-Q Part II            New England Telephone and Telegraph Company
    
    
                    PART II - OTHER INFORMATION (Continued)
    
    Item 5.   Other Information (Continued)
    
              State Regulatory Matters (Continued)
    
              of a price regulation plan.  On May 27, 1994, the
              Company and the VDPS submitted to the VPSB a proposed 
              agreement to resolve the major issues in the Company's 
              Price Regulation Plan proceeding.  The agreement 
              would afford the Company pricing and marketing
              flexibility and would not restrict the Company's
              earnings.  In connection with the proposed agreement,
              the VDPS has reduced its allegation of Company
              overearnings from $27.5 million to $17.1 million on an
              annual basis.  Hearings before the VPSB concluded on
              July 21, 1994 and a decision is expected in October.
    
              Federal Regulatory Matters
    
              In June of 1994, the Federal Communications Commission
              ("FCC") completed a review of the performance of local
              exchange carriers ("LECs") during the initial period of
              price cap regulation.  The Company and New York Telephone Company 
              (collectively, the "Telephone Companies") filed comments 
              advocating price cap and access reform to keep pace with the 
              intensifying competitive environment.  Among other things, the
              Telephone Companies recommended increased pricing
              flexibility, elimination of sharing and low end
              adjustment mechanisms, and reduction of the productivity
              factor.  An FCC decision is pending.
            
              On June 10, 1994, the United States Court of Appeals for
              the District of Columbia Circuit (the "Court of Appeals") 
              overturned the FCC's requirement that LECs allow collocation, 
              on a physical or "virtual" basis, of third parties' transmission 
              equipment in the LECs' central offices.  On July 14, 1994, 
              the FCC, on remand from the Court of Appeals, modified its 
              virtual collocation requirement and directed the LECs to file
              compliance tariffs by September 1, 1994, to be effective
              December 15, 1994.
            
              On July 1, 1994, the Company implemented the fourth
              annual update to the price cap rates.  These tariffs
              will result in a net reduction in the Company's annual
              interstate access rates of approximately $0.3 million
              during the tariff period from July 1, 1994 to June 30, 1995.
            
              On July 8, 1994, the Company requested FCC authority to
              provide commercial video dialtone service in communities
              in Massachusetts and Rhode Island, and to construct the
              necessary video facilities.
            
    
    
    
                                    - 13 -
    
    
    
     10-Q Part II                 New England Telephone and Telegraph Company
    
    
                    PART II - OTHER INFORMATION (Continued)
                                       
    
    Item 5.   Other Information (Continued)
    
              Federal Regulatory Matters (Continued)
    
              On July 12, 1994, the Court of Appeals reversed the
              FCC's order that had denied price cap LECs, including
              the Company, recovery in interstate rates of increased
              costs of other postretirement employee benefits
              resulting from the implementation of Statement of
              Financial Accounting Standards No. 106, "Employers'
              Accounting for  Postretirement Benefits Other Than
              Pensions".  The Court remanded the matter to the FCC for
              further proceedings.
            
              Operations Under the Modification of Final Judgment
            
              On July 6, 1994, NYNEX Corporation, Bell Atlantic Corporation,
              BellSouth Corporation and Southwestern Bell Corporation
              filed a motion in the United States District Court for
              the District of Columbia to vacate the Modification of
              Final Judgment.
            
    
    Item 6.   Exhibits and Reports on Form 8-K
    
    (b)       Reports on Form 8-K
    
              No Report on Form 8-K was filed by the registrant
              during the quarter for which this report is filed.
    
                                       
                                       
<PAGE>                                       
    
 Form 10-Q                         New England Telephone and Telegraph Company
    
    
    
    
    
    
    
                                  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.
    
    
    
                     NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
    
    
    
    
                                  s/Gail Deegan
    
                                    Gail Deegan
                     Vice President, Chief Financial Officer and Treasurer
                     (Principal Financial and Chief Accounting Officer)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    August 10, 1994
    
   
   


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