NEW ENGLAND TELEPHONE & TELEGRAPH CO
10-Q, 1995-08-09
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, 1995


                               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>
Form 10-Q Part I                New England Telephone and Telegraph Company

<TABLE>
                 PART I - FINANCIAL INFORMATION
           STATEMENTS OF INCOME AND RETAINED EARNINGS
                    (In millions) (Unaudited)
                                
                                
<CAPTION>
                                  Three Months      Six Months
For the Period Ended June 30,   1995     1994     1995    1994

<S>                         <C>      <C>       <C>      <C>  
OPERATING REVENUES
 Local service              $  487.5 $  479.7 $  966.8 $  949.9
 Long distance                 173.3    185.6    345.5    379.0
 Network access                324.8    295.4    642.7    594.3
 Other                          88.9     90.8    173.1    181.0
  Total operating revenues   1,074.5  1,051.5  2,128.1  2,104.2

OPERATING EXPENSES
 Maintenance and support       273.3    288.4    555.3    593.4
 Depreciation and amortization 223.1    222.9    450.9    442.7
 Marketing and customer
  services                     148.1    139.2    273.8    285.5
 Taxes other than income taxes  31.9     29.8     63.6     53.3
 Provision for uncollectible 
  revenues                      12.3     10.8     27.0     23.0
 Other                         148.7    158.7    280.7    240.9
  Total operating expenses     837.4    849.8  1,651.3  1,638.8

Operating income                237.1   201.7    476.8    465.4
Other income (expense) - net      3.4     3.5      6.6      6.2
Interest expense                 39.0    41.2     79.3     81.4

Earnings before income taxes and
 extraordinary item             201.5   164.0    404.1    390.2

Income taxes
 Federal                         64.1    46.9    128.6    113.0
 State and local                 13.7    11.7     27.8     27.1
   Total income taxes            77.8    58.6    156.4    140.1

Earnings before extraordinary
 item                           123.7   105.4    247.7    250.1

Extraordinary item for the
 discontinuance of regulatory
 accounting principles,
 net of taxes (Note (b))       (627.8)     -    (627.8)     -
  
NET INCOME (LOSS)            $ (504.1)$ 105.4 $ (380.1)$  250.1

RETAINED EARNINGS
 Beginning of period        $  993.3 $  968.6 $  979.9 $  929.9
  Net income (loss)           (504.1)   105.4   (380.1)   250.1
  Dividends declared          (110.7)  (106.2)  (221.3)  (212.2)
 End of period              $  378.5 $ 967.8  $  378.5 $  967.8






         See accompanying notes to financial statements.
</TABLE>

<PAGE>
Form 10-Q Part I            New England Telephone and Telegraph Company

<TABLE>
                         BALANCE SHEETS
                          (In millions)
<CAPTION>
                                            June 30, December 31,
                                              1995      1994
                                           (Unaudited)
<S>                                     <C>         <C>
ASSETS
Current assets:
 Cash                                   $     7.9   $     9.1
 Receivables (net of allowance of $53.0
  and $50.9, respectively)                  820.0       804.2
 Deferred income taxes                      112.5       109.9
 Deferred charges                            80.1        82.6
 Inventory                                   52.4        49.4
 Prepaid expenses and other                  44.5        18.2
  Total current assets                    1,117.4     1,073.4

Telephone plant - at cost                12,276.1    12,084.7
 Less: accumulated depreciation           6,456.4     5,451.8
                                          5,819.7     6,632.9

Deferred charges and other                  136.8       574.8

 TOTAL ASSETS                           $ 7,073.9   $ 8,281.1

LIABILITIES AND SHARE OWNER'S EQUITY
Current liabilities:
 Accounts payable
  Affiliates                            $   453.8   $   407.0
  Trade and other                           572.1       648.3
 Short-term debt                             20.8        53.8
 Dividends payable                          110.7       106.1
 Taxes accrued                               63.9        46.0
 Advance billing and customers' deposits     20.3        20.1
 Interest accrued                            39.2        38.0
  Total current liabilities               1,280.8     1,319.3

Long-term debt                             2,171.7     2,165.4
Deferred income taxes                        353.8       773.2
Unamortized investment tax credits            73.2        91.9
Other long-term liabilities
 and deferred credits                        726.8       862.3
  Total liabilities                        4,606.3     5,212.1

Commitments and contingencies (Notes (e) and (f))

Share owner's equity:
 Common stock - one share, without par
  value (Note (h))                            1.0     2,089.1
 Additional paid-in capital (Note (h))    2,088.1         -
 Retained earnings                          378.5       979.9
  Total share owner's equity              2,467.6     3,069.0
  
  TOTAL LIABILITIES AND SHARE OWNER'S
   EQUITY                               $ 7,073.9   $ 8,281.1
 
 
         See accompanying notes to financial statements.
</TABLE>
<PAGE>
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,              1995      1994
    
<S>                                        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                          $ (380.1)  $ 250.1
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
 Extraordinary item, net of taxes             627.8       -
 Depreciation and amortization                450.9     442.7
 Changes in operating assets and liabilities:
  Receivables                                 (15.8)    (35.4)
  Deferred income taxes                         6.9      32.1
  Deferred charges                            (22.4)     11.5
  Inventory                                    (3.0)     15.1
  Prepaid expenses and other                  (26.3)     23.9
  Accounts payable                              5.6     (32.6)
  Taxes accrued                                17.9     (11.2)
  Advance billing and customers' deposits       0.2       2.4
  Interest accrued                              1.2      (0.4)
 Deferred income taxes and Unamortized
  investment tax credits                      (49.0)    (52.8)
 Other long-term liabilities and
  deferred credits                             65.0      38.0
 Other - net                                  (20.4)     (3.4)
Total adjustments                           1,038.6     429.9
    
Net cash provided by operating activities     658.5     680.0
    
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                        (407.9)   (478.4)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Advances from NYNEX                          (34.8)      5.7
 Dividends paid to NYNEX                     (216.7)   (209.4)
 Repayment of long-term debt and
  capital leases                               (0.3)     (0.5)
 
Net cash used in financing activities        (251.8)   (204.2)

Net (decrease) increase in Cash                (1.2)     (2.6)
Cash at beginning of period                      9.1      11.2
Cash at end of period                        $   7.9   $   8.6





         See accompanying notes to financial statements.
</TABLE>

<PAGE>
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 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 1994 has been reclassified to conform to
the current year's presentation.  The results for interim periods
are not necessarily indicative of the 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
1994 Annual Report on Form 10-K and the current year's previously
issued Quarterly Report on Form 10-Q.  In the second quarter of
1995, the Company discontinued using generally accepted
accounting principles applicable to regulated entities (see
Note (b)).

(b)  DISCONTINUANCE OF REGULATORY ACCOUNTING PRINCIPLES - In the
second quarter of 1995, the Company discontinued accounting for
its operations in accordance with the provisions of Statement of
Financial Accounting Standards No. 71, "Accounting for the
Effects of Certain Types of Regulation" ("Statement No. 71").  As
a result, the Company recorded an extraordinary  non-cash charge
of $627.8 million, net of income taxes of $414.2 million.

The operations of the Company no longer met the criteria for
application of Statement No. 71 due to a number of factors
including significant changes in regulation, including the
achievement of price regulation rather than  rate-of-return
regulation in Massachusetts, its largest operating jurisdiction,
and Maine, and the ongoing efforts to achieve price regulation in
its remaining jurisdictions, an intensifying level of
competition, and the increasingly rapid pace of technological
change.  Under Statement No. 71, the Company had accounted for
the effects of rate actions by federal and state regulatory
commissions by establishing certain regulatory assets and
liabilities, including the depreciation of its telephone plant
and equipment using asset lives approved by regulators and the
deferral of certain costs and obligations based on approvals
received from regulators.  The Company had continually assessed
its position and the recoverability of its telecommunications
assets with respect to Statement No. 71.




<PAGE>
Form 10-Q Part I           New England Telephone and Telegraph Company

                  NOTES TO FINANCIAL STATEMENTS
                           (Unaudited)

As a result of the discontinuance of Statement No. 71, the
Company has implemented Statement of Financial Accounting
Standards No. 101, "Regulated Enterprises - Accounting for the
Discontinuation of Application of FASB Statement No. 71"
("Statement No. 101").  The Company has adjusted its telephone
plant and equipment through an increase in accumulated
depreciation, to reflect the difference between recorded
depreciation and the amount of depreciation that would have been
recorded had the Company not been subject to rate regulation.  As
a result of the increase in accumulated depreciation, gross plant
was written off where fully depreciated.  Non-plant regulatory
assets and liabilities were eliminated from the balance sheet.

The after-tax extraordinary charge recorded consists of
$472.6 million for the adjustment to telephone plant and
equipment and $155.2 million for the write-off of non-plant
regulatory assets and liabilities.

The net adjustment to telephone plant and equipment was a
decrease of $790.1 million ($472.6 million after tax).  This
decrease was supported by a depreciation analysis, which
identified inadequate depreciation reserve levels which the
Company believes resulted principally from the cumulative under-
depreciation of telephone plant and equipment as a result of the
regulatory process.  An impairment analysis was performed and did
not identify any additional amounts not recoverable from future
operations.  Investment tax credits ("ITCs") are deferred and
amortized over the estimated service lives of the related
telephone plant and equipment.  ITC amortization was accelerated
as a result of the reduction in asset lives of the associated
telephone plant and equipment.
<TABLE>
The major components of non-plant regulatory net assets which
were written-off as a result of the discontinued application of
Statement No. 71 are as follows:

<CAPTION>
     (In millions)            Pretax     After-tax

     <S>                     <C>         <C>
     Compensated absences    $ 53.0      $ 31.3
     Deferred pension costs   116.7        67.6
     Refinancing costs         70.9        46.4
     Deferred taxes             -           2.0
     Other                     11.3         7.9
     Total                   $251.9      $155.2
</TABLE>
Upon the adoption of Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes," the effects of required
adjustments to deferred tax balances were deferred on the balance
sheet as regulatory assets and liabilities.  These deferrals were
amortized during the period in which the related deferred taxes
were recognized in the ratemaking process.  During the second
quarter of 1995, tax-related regulatory net assets of
$2.0 million were eliminated.


<PAGE>
Form 10-Q Part I           New England Telephone and Telegraph Company

                  NOTES TO FINANCIAL STATEMENTS
                           (Unaudited)
Upon adoption of Statement No. 101, the Company began using
estimated asset lives for certain categories of telephone plant
and equipment that are shorter than those approved by regulators.
The shorter asset lives result from the Company's expectations as
to the revenue-producing lives of the assets.  A comparison of
average asset lives before and after the discontinuance of
Statement No. 71, for the most significantly affected categories
of telephone plant and equipment, is as follows:

<TABLE>
<CAPTION>
                                Average lives (in years)
                           Composite
                        Regulator-Approved      Economic
                          Asset Lives          Asset Lives
     
     <S>                      <C>                  <C>
     Digital Switching        17                   12
     Circuit-Other            11                    8
     Aerial Metallic Cable    21                   17
     Underground Metallic
      Cable                   25                   15
     Buried Metallic Cable    22                   17
     Fiber                    30                   20
</TABLE>
     
As a result of the discontinued application of Statement No. 71,
regulatory accounting principles no longer apply to the
operations of the Company for financial accounting and reporting
purposes.  The Company no longer recognizes regulatory assets and
liabilities and the related amortization.  The application of
Statement No. 101 does not change the Company's accounting and
reporting for regulatory purposes.

(c)  CASH - The Company's cash management policy is to make funds
available in banks when checks are presented.  At June 30, 1995,
the Company had recorded in Accounts payable checks outstanding
but not yet presented for payment of $38.2 million.

(d)  ADOPTION OF FINANCIAL ACCOUNTING STANDARDS - Effective
January 1, 1995, the Company adopted Statement of Financial
Accounting Standards No. 116, "Accounting for Contributions
Received and Contributions Made" ("Statement No. 116").  The
effect of implementing Statement No. 116 on the Company's results
of operations and financial position was insignificant.

(e)  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, 1995, the aggregate amount of
such revenues that was estimated to be subject to possible refund
was approximately $27.4 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.


<PAGE>
Form 10-Q Part I           New England Telephone and Telegraph Company

                  NOTES TO FINANCIAL STATEMENTS
                           (Unaudited)

(f)  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.

<TABLE>
(g)  SUPPLEMENTAL INFORMATION - The following information is
provided in accordance with Statement of Financial Accounting
Standards No. 95, "Statement of Cash Flows":

<CAPTION>
                                           For the
                                        Six Months Ended
                                           June 30,
     (In millions)                       1995      1994

     <S>                               <C>     <C>
     Income tax payments               $171.9  $121.5
     Interest payments                 $ 75.6  $ 73.8
</TABLE>
(h)  REALLOCATION OF SHARE OWNER'S EQUITY - Pursuant to the
resolutions of the Board of Directors of the Company, adopted on
June 21, 1995, the Common stock of the Company was reduced by
approximately $2.1 billion and such amount was reallocated to
Additional paid-in capital.

(i)  SUBSEQUENT EVENT - On August 1, 1995, the U.S. Court of Appeals 
for the District of Columbia Circuit found that decisions of the Federal 
Communications Commission had understated the amount of damages to be paid 
by the Company in connection with overearnings complaints for the period 
1987-1988.  The Company intends to petition the Court for rehearing.

It is probable, however, that, as a result of the Court's decision, the 
Company will be required to refund revenues plus interest of approximately
$7.4 million.  Taking into account prior accruals related to this matter, 
the net effect of the Court's decision will be an additional reduction of
approximately $3.7 million in revenues.

<PAGE>
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 1995 AS COMPARED TO FIRST SIX MONTHS OF 1994

RESULTS OF OPERATIONS

For the six months ended June 30, 1995 and 1994, net income
(loss) was $(380.1) million and $250.1 million, respectively.
Results for the first six months of 1995 include an after-tax
extraordinary charge of $627.8 million for the discontinuance of
Statement No. 71.  Results also include an after-tax charge of
$46.0 million for pension enhancements for approximately 160
management and 410 nonmanagement employees who elected to leave
the Company under retirement incentives and for the Company's
allocation from Telesector Resources Group, Inc. ("Telesector
Resources") for its pension enhancements, and non-recurring after-
tax charges of $5.4 million for accruals related to various self-
insurance programs and revised benefit charges.  Results for the
first six months of 1994 included an after-tax charge of
$34.7 million for pension enhancements for approximately 400
management employees who elected to leave the Company under
retirement incentives and for the Company's allocation from
Telesector Resources for its pension enhancements.

Operating revenues increased $23.9 million, or 1.1%, over the
first six months of 1994 principally due to the net effect of
growth in access lines and switched access usage, and intrastate
and interstate rate reductions.

Operating expenses increased $12.5 million, or 0.8%, over the
first six months of 1994.  Excluding pretax pension enhancement
charges of $71.5 million and $54.3 million in 1995 and 1994,
respectively, and non-recurring charges of $9.0 million in 1995,
operating expenses decreased $13.7 million, or 0.9%, from the
first six months of 1994, as force reductions and process
re-engineering continued.

<TABLE>
OPERATING REVENUES

Operating revenues for the six months ended June 30, 1995
increased $23.9 million, or 1.1%, over the same period last year.
This increase is comprised of the following:
<CAPTION>
                                        Increase (Decrease)
                                          (In millions)

     <S>                                    <C>
     Local service                          $16.9
     Long distance                          (33.5)
     Network access                          48.4
     Other                                   (7.9)
                                            $23.9
</TABLE>
<PAGE>
Form 10-Q Part I         New England Telephone and Telegraph Company

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

Local service revenues are earned from the provision of local
exchange, local private line and local public network services.
The net increase was due principally to:  (1) increased customer
demand of $26 million, driven by growth in access lines and sales
of calling features, (2) a net increase of $8 million in rates
primarily attributable to a restructuring of Massachusetts rates
effective April 14, 1994, (3) an $8 million decrease resulting
from the deferral of revenues in 1995 for a subsequent refund to
Vermont customers (see STATE REGULATORY MATTERS), (4) a $5
million decrease due to the 1994 reversal of deferred revenues
that were in excess of the required credit to customers pursuant
to the 1993 Rhode Island price regulation trial, and (5) a
$4 million decrease as required by an order of the Maine Public
Utilities Commission ("MPUC") (see STATE REGULATORY MATTERS).

Long distance revenues are earned from the provision of services
beyond the local service area, but within the local access and
transport area, and include public and private network switching.
The decrease was due principally to:  (1) a net $19 million
decrease in demand for message toll, private line and wide area
telecommunications services as a result of increased competition
and customer shifts to lower priced services offered by the
Company, and (2) a $15 million decrease in rates primarily
attributable to the Massachusetts rates restructuring.

Network access revenues are earned from the provision of exchange
access services primarily to interexchange carriers.  There was a
net $44 million increase in switched access revenues and a net
$4 million increase in special access revenues primarily due to
increased demand.  Certain competitive losses in long distance
revenues are being mostly offset by increases in network access
revenues.

Other revenues are earned from the provision of products and
services other than Local service, Long distance and Network
access.  There was a $9 million decrease in billing and
collection revenues primarily pursuant to the contract with AT&T
Corp. and a $6 million decrease in revenues related to the
directory licensing agreement with NYNEX Information Resources
Company ("Information Resources"), as a result of Information
Resources' pension enhancement costs recorded during the first
six months of 1995 lowering their pretax earnings.

<PAGE>
Form 10-Q Part I         New England Telephone and Telegraph Company

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                                
<TABLE>
OPERATING EXPENSES

Operating expenses for the six months ended June 30, 1995
increased $12.5 million, or 0.8%, over the same period last year.
This increase is comprised of the following:

<CAPTION>
                                          Increase (Decrease)
                                              (In millions)

<S>                                            <C>
Depreciation and amortization                  $  8.2
Taxes other than income taxes                    10.3
All other:
  Business restructuring charges                 17.2
  Employee related                              (29.0)
  Other                                           5.8
                                               $ 12.5
</TABLE>
Depreciation and amortization increased principally due to:
(1) a $10 million net increase due to growth in depreciable plant
investment, (2) a $6 million increase due to revised intrastate
depreciation rates in Vermont, effective February 1995
retroactive to January 1, 1994 and (3) a $7 million decrease
primarily attributable to revised interstate and intrastate
depreciation rates.  The discontinuance of regulatory accounting
principles (see Note (b)) did not significantly impact depreciation
and amortization in the second quarter of 1995.

Taxes other than income taxes include gross receipts taxes,
property taxes and other non-income based taxes.  There was an
$8 million increase in property taxes primarily attributable to a
1994 reversal of accrued taxes as a result of unasserted
municipal assessments.

Business restructuring charges consist of incremental costs
related to pension enhancements.  Pretax restructuring charges
for the six months ended June 30, 1995 increased $17.2 million
over the same period last year.  During the first six months of
1995, $71.5 million of pretax charges ($46.0 million after-tax)
was recorded for approximately 160 management and 410
nonmanagement employees who elected during the first six months
of 1995 to leave under retirement incentives and for the
Company's allocation from Telesector Resources.  The components
of the pretax charges are as follows:  $44.5 million
($28.9 million after-tax) for pension enhancements, $10.9 million
($7.3 million after-tax) for associated postretirement medical
benefits, $10.7 million ($6.5 million after-tax) for charges
allocated to the Company from Telesector Resources for its
pension enhancements and $5.4 million ($3.3 million after-tax)
for its associated postretirement medical benefits.  During the
first six months of 1994, $54.3 million of pretax charges
($34.7 million after-tax) was recorded for approximately 400
management employees who elected during the first six months of
1994 to leave under retirement incentives and for the Company's

<PAGE>
Form 10-Q Part I         New England Telephone and Telegraph Company

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

allocation from Telesector Resources.  The components of the
pretax charges are as follows:  $14.4 million ($9.8 million after-
tax) for pension enhancements, $10.2 million ($6.8 million after-
tax) for associated postretirement medical
benefits, $15.3 million ($9.3 million after-tax) for charges
allocated to the Company from Telesector Resources for its
pension enhancements and $14.4 million ($8.8 million after-tax)
for its associated postretirement medical benefits.  Much of the
cost of the enhancements will be funded by NYNEX's pension plans.

Employee related costs consist primarily of wages, payroll taxes
and employee benefits.  There was a $22 million net decrease in
wages and payroll taxes as a result of 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 (see Other operating expenses) and to the
Company's force reduction program, partially offset by salary and
wage rate increases.  Benefit expenses decreased $7 million due
principally to an $8 million decrease in pension expense
attributable to changes in actuarial assumptions and a $4 million
decrease associated with revised charges for postemployment benefits, 
partially offset by a $3 million increase resulting from the amortization
of deferred pension costs pursuant to an intrastate regulatory
plan and a $1 million revised benefit charge for non-qualified 
pension plans.

Other operating expenses consist primarily of contracted and
centralized services, rent and other general and administrative
costs.  The net increase was principally due to:  (1) a
$42 million net increase in charges from affiliated companies,
primarily attributable to increases in Telesector Resources'
contracted and centralized services and salary and wage rates,
and the transfer of employees from the Company to Telesector
Resources (see Employee related costs), partially offset by
decreases due to Telesector Resources' force reduction program,
(2) a $12 million increase due to non-recurring charges resulting
from accruals related to various self-insurance programs; these
charges reflect events that occurred this quarter and additional 
information made available through revised estimates and analyses 
completed during the second quarter, (3) a $37 million decrease in 
expenses primarily due to the transfer of functions to Telesector 
Resources (see Employee related costs), and (4) an $11 million 
decrease in right to use fees resulting from decreased software deployment.

INTEREST EXPENSE

Interest expense decreased $2.1 million, or 2.6%, from the same
period last year due principally to the elimination of the
amortization of the intrastate portion of previously deferred
refinancing costs in the second quarter of 1995 as a result of
the discontinuance of regulatory accounting principles (see Note
(b)).

<PAGE>
Form 10-Q Part I         New England Telephone and Telegraph Company

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

INCOME TAXES

Income taxes increased $16.3 million, or 11.6%, over the same
period last year principally due to an increase in taxable income
and a decrease in amortization of investment tax credits.

EXTRAORDINARY ITEM

The discontinued application of Statement No. 71 required the
Company, for financial accounting purposes, to adjust telephone
plant and equipment and to eliminate non-plant regulatory assets
and liabilities from the balance sheet.  This change resulted in
an after-tax charge of $627.8 million, consisting of
$472.6 million to adjust the carrying amount of telephone plant
and equipment and $155.2 million to write-off non-plant
regulatory assets and liabilities.  As a result of the
discontinuance of regulatory accounting principles, the Company
utilized shorter asset lives for certain categories of telephone
plant and equipment than those approved by regulators.  (See Note
(b) for additional information on the discontinuance of
regulatory accounting principles.)

CURRENT STATUS OF BUSINESS RESTRUCTURING

<TABLE>
Reserve Utilization in 1995

The restructuring reserve balance at June 30, 1995, which does
not include the liability recorded at year-end for postretirement
medical benefits associated with employees' leaving the Company
under the business restructuring, was approximately $167 million.
During the first six months of 1995, the Company utilized 1993
restructuring reserves of approximately $77 million in the
following categories:

<CAPTION>
     <S>                                       <C> <C>      <C>
     Severance
          Management                           $13
          Nonmanagement                          3
          Total Severance                                $16
     Severance transferred to Telesector Resources        15
     Process Re-engineering:
          Systems redesign                       -
          Work center consolidation              1
          Branding                               -
          Relocation                             -
          Training                               1
          Re-engineering implementation          -
             Subtotal                               $ 2
          Telesector Resources' allocated reserves:
          Systems re-engineering                36
          Re-engineering implementation          8
          Work center consolidation              -
             Total allocated                         44
          Total process re-engineering                    46
     Total                                               $77
</TABLE>

<PAGE>
Form 10-Q Part I         New England Telephone and Telegraph Company

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

The severance reduction amount is comprised of severance reserves
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.
$15 million was transferred from the Company to Telesector
Resources to cover severance costs associated with employees who
transferred from the Company to Telesector Resources and
subsequently left under the pension enhancements.

Cost Savings

During the first six months of 1995, the Company experienced a
reduction in wages of approximately $39 million as well as a
$22 million reduction in costs allocated from Telesector
Resources as a result of employees' leaving under retirement
incentives.

FINANCING

At June 30, 1995, the Company had $500 million of unissued,
unsecured debt securities registered with the SEC.

STATE REGULATORY MATTERS

Maine

On May 15, 1995, the MPUC issued Orders in its investigation of
alternatives to traditional rate of return regulation for the
Company and in a related earnings investigation.  The MPUC
adopted a price cap plan for a five-year term, with the provision
for a five-year extension after review by the MPUC.  There will
be no restriction on the Company's earnings.  Overall average
prices and specific rate elements for most services will be
limited by a price cap formula of inflation minus a productivity
factor plus or minus certain exogenous cost changes.  The
productivity factor adopted by the MPUC is more stringent than
that recommended by the Company.  The Company is to make its
first annual price cap filing on December 1, 1996.  The MPUC also
established a service quality index with penalties to apply if
service quality categories are missed.  Penalties would take the
form of customer rebates and are subject to annual limits of
$1 million per service quality category and $10 million overall.

In the related earnings investigation, the MPUC ordered that the
Company's revenues be reduced by $14.4 million annually.  The
MPUC stated that the Company may use up to $4 million of the
reduction "to reduce rates and/or provide additional services or
equipment to libraries and schools."  The MPUC also ordered a one-
time customer credit of $2.8 million.  The Company filed tariffs
on June 1, 1995 to implement the customer credit and
$10.4 million of the overall reduction.  On July 31, 1995, the
Company filed its proposal with respect to providing up to
$4 million to Maine libraries and schools.



<PAGE> 
Form 10-Q Part II        New England Telephone and Telegraph Company

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

Massachusetts

On May 12, 1995, the Massachusetts Department of Public Utilities
("MDPU") issued an order approving with some modifications the
Alternative Regulatory Plan proposed by the Company
to govern its Massachusetts intrastate operations.  The principal
components are as follows:

(1)The Company will be regulated under a price framework through
   August 2001.

(2)Pricing rules will limit the Company's ability to increase
   both overall average prices and specific rate elements for
   most services, including a ceiling on the weighted average
   price of all tariffed services based on a formula of
   inflation minus a productivity factor plus or minus exogenous
   changes that affect the Company's annual revenues by at least
   $3 million. The productivity factor adopted by the MDPU is
   more stringent than that recommended by the Company.
   
   The MPDU also established a quality of service index and tied
   the Company's inability to achieve service quality standards
   to the level of the productivity factor.  The Company's
   inability to meet the performance levels in any given month
   will result in an increase in the productivity offset by one-
   twelfth of one percent for purposes of the annual price cap
   filing.
   
(3)There will be no restriction on the Company's earnings.

(4)Certain residence exchange rates will be capped through
   August 2001.

(5)There will be an increase of $2.50 monthly in the credit on
   exchange services for Lifeline customers.

(6)There will be rate reductions for switched access services.

The MDPU found, without judging the reasonableness of the
investments, that the Company could proceed with its investment
commitments for the public telecommunications network, including
commencing the deployment of a broadband network in
Massachusetts.

On July 3, 1995, the Company submitted its initial price cap
filing in compliance with the MDPU's Order.  Rates proposed in
that filing, which result in an annual reduction of approximately
$32.8 million, will become effective on September 15, 1995,
pending MDPU approval.  Rate changes in the compliance filing
relate to switched access services, residence optional calling
plans, business local usage, and conduit attachment fees.  An 
additional reduction of $5.3 million is associated with the Company's 
monthly increase of $2.50 in the Lifeline Service credit that took 
effect on June 11, 1995, as directed by the MDPU's Order.  


<PAGE>
Form 10-Q Part I         New England Telephone and Telegraph Company
                                
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

The MDPU's decision has been appealed to the Supreme Judicial
Court of Massachusetts by AT&T Communications of New England, MCI
Telecommunications Corporation and New England Cable Television
Association.  The Court has granted the Company's motion to
intervene in each of the proceedings.

On July 6, 1995, hearings commenced in the MDPU's investigation
concerning intraLATA and local exchange competition in
Massachusetts.

New Hampshire

On June 30, 1995, the New Hampshire Public Utilities Commission
approved the Company's proposed toll rate reduction targeted at
small and medium volume usage customers, effective July 31, 1995.
The annual revenue effect of the toll rate reduction is estimated
to be approximately $6.8 million.

Vermont

On May 17, 1995, the Vermont Public Service Board ("VPSB")
approved, with minor modifications, the Company's rate design
proposal and refund methodology for the VPSB's previously ordered
$15 million reduction in rates, which is retroactive to
December 29, 1993.  The new rates took effect on July 15, 1995.
The Company began issuing refunds to customers in July 1995.
Total refunds will equal approximately $23 million, including
interest (see OPERATING REVENUES).

As previously reported (see the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 1995), the Company has
appealed portions of the VPSB's order on the rate reduction and
in the companion price regulation case to the Vermont Supreme
Court.  On June 9, 1995, the Court, on the Company's motion,
remanded two issues to the VPSB for further consideration.  The
schedule for briefing and argument before the Court has been
suspended pending the VPSB's ruling on those issues.

















<PAGE>
Form 10-Q Part I         New England Telephone and Telegraph Company

                   PART II - OTHER INFORMATION

Item 5. Other Information

       STATE REGULATORY MATTERS
       
       Rhode Island
       
       On June 27, 1995, the Rhode Island Public Utilities
       Commission issued an initial order in the competition
       proceeding, expressing an overall policy favoring local
       competition, asserting jurisdiction over potential local
       competitors and requiring seamless interconnection of
       networks.  A schedule for further proceedings has not yet
       been finalized.
       
       Vermont
       
       On July 21, 1995, the Vermont Public Service Board began
       hearings in its proceeding on competition.  Hearings in
       Phase I of the estimated three-year proceeding will
       address public policy issues and rules involving
       unbundling, cost study methodologies and the definition
       of universal service.  A decision in Phase I is expected
       by the end of 1995.
       
       See, also, discussion of STATE REGULATORY MATTERS in Part
       I, MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
       OPERATIONS.
       
       FEDERAL REGULATORY MATTERS
       
       Price Caps
       
       New England Telephone and Telegraph Company (the
       "Company") and New York Telephone Company (collectively,
       the "Telephone Companies") filed tariffs in May 1995 to
       implement the fifth annual update to the price cap rates,
       including the adjustments ordered by the Federal
       Communications Commission ("FCC") on March 30, 1995, in
       its interim changes to the price cap rules for local
       exchange carriers.  The tariffs, which became effective
       on August 1, 1995, will reduce the Telephone Companies'
       interstate access rates by approximately $75.1 million
       for the tariff period ending June 30, 1996.
       
       Other Federal Regulatory Matters
       
       The fifth annual update to the price cap rates included
       tariff revisions to recover approximately $21 million of
       exogenous costs resulting from the implementation of
       Statement of Financial Accounting Standards No. 106,
       "Employers' Accounting for Postretirement Benefits Other
       Than Pensions".  Collection of these revenues is subject
       to possible refund pending resolution of the FCC's Common
       Carrier Bureau investigation (see the Company's Annual
       Report on Form 10-K for the year ended December 31,
       1994).
<PAGE>
Form 10-Q Part II        New England Telephone and Telegraph Company

                   PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

       (a)  Exhibits.
      
       Exhibit
       Number
       
       (27) Financial Data Schedule
       
       (b)  Reports on Form 8-K.
       
            The Company's Current Report on Form 8-K, date of
            report May 12, 1995 and filed May 24, 1995,
            reporting on Item 5.





































<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
                           
                           
                           
                           
                                          John Diercksen
                                          John Diercksen
                                            Controller











August 8, 1995





<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000071344
<NAME> NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                               8
<SECURITIES>                                         0
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<CURRENT-ASSETS>                                 1,117
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<TOTAL-ASSETS>                                   7,074
<CURRENT-LIABILITIES>                            1,281
<BONDS>                                          2,172
<COMMON>                                             1
                                0
                                          0
<OTHER-SE>                                       2,467
<TOTAL-LIABILITY-AND-EQUITY>                     7,074
<SALES>                                              0
<TOTAL-REVENUES>                                 2,128
<CGS>                                                0
<TOTAL-COSTS>                                    1,651
<OTHER-EXPENSES>                                   (7)
<LOSS-PROVISION>                                    27
<INTEREST-EXPENSE>                                  79
<INCOME-PRETAX>                                    404
<INCOME-TAX>                                       156
<INCOME-CONTINUING>                                248
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                  (628)
<CHANGES>                                            0
<NET-INCOME>                                     (380)
<EPS-PRIMARY>                                        0
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</TABLE>


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