NEW ENGLAND TELEPHONE & TELEGRAPH CO
8-K, 1994-12-22
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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             SECURITIES AND EXCHANGE COMMISSION
                              
                   Washington, D.C.  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): December 8, 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




<PAGE>

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


Item 5.   Other Events

          As previously reported (see New England
          Telephone and Telegraph Company's ("New England
          Telephone") Annual Report on Form 10-K for the
          year ended December 31, 1993), on November 15,
          1993, NYNEX Corporation ("NYNEX") and
          New England Telephone filed suit in the United
          States District Court for the District of Maine
          seeking an order declaring that section 533(b)
          of the Cable Communications Policy Act of 1984
          is unconstitutional and permanently enjoining
          the United States from enforcing section 533(b)
          against NYNEX.  Section 533(b) prohibits NYNEX
          from providing video programming to subscribers
          in areas where New England Telephone or New York
          Telephone Company provide service.  On December
          8, 1994, the court issued an opinion and order
          declaring that section 533(b) is
          unconstitutional and stating that it will enjoin
          the enforcement of section 533(b) against NYNEX
          and its subsidiaries within the NYNEX service
          area.  The Department of Justice is expected to
          appeal.
          
          
          
<PAGE>          
          
          
Form 8-K              New England Telephone and Telegraph Company
December 8, 1994




                         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




                              By   Morrison DeS. Webb
                                   Morrison DeS. Webb
                                    Vice President,
                              General Counsel and Secretary

















December 22, 1994










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