OHIO BELL TELEPHONE CO
10-Q, 1996-11-07
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>1                                      
                                      
                                      
                                      
                                      
                                      
                                      
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                                      
                                  Form 10-Q
                                      
                                      
            [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                                      
              For the Quarterly Period Ended September 30, 1996
                                      
                                     or
                                      
           [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                        Commission File Number 1-6781
                                      
                                      
                       THE OHIO BELL TELEPHONE COMPANY
                                      
             (Incorporated under the laws of the State of Ohio)
                                      
                  45 Erieview Plaza, Cleveland, Ohio  44114
                                      
              I.R.S. Employer Identification Number 34-0436390
                                      
                      Telephone Number - (800) 257-0902
                                      
THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF AMERITECH CORPORATION, MEETS
THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q
AND IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO
GENERAL INSTRUCTION H(2).

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes   X    No
     ----     ----

At October 31, 1996, one common share was outstanding.

<PAGE>2

                       Part I - Financial Information
                       ------------------------------

The following condensed financial statements have been prepared by The Ohio
Bell Telephone Company (the Company) pursuant to the rules and regulations
of the Securities and Exchange Commission (SEC) and, in the opinion of the
Company, include all adjustments (consisting only of normal recurring
adjustments) necessary for a fair statement of results for each period
shown.  Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such SEC
rules and regulations.  The Company believes that the disclosures made are
adequate to make the information presented not misleading.  These financial
statements should be read in conjunction with the financial statements and
notes thereto included in the Company's latest Annual Report on Form 10-K
and the quarterly reports on Form 10-Q previously filed in the current year.

           CONDENSED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
                            (Dollars in Millions)
                                 (Unaudited)
                                      
                                   Three Months Ended    Nine Months Ended
                                     September 30          September 30
                                    ---------------       ---------------
                                    1996       1995       1996       1995
                                    ----       ----       ----       ----

Revenues........................ $   556.3  $   555.0  $ 1,679.1  $ 1,640.6
                                 ---------  ---------  ---------  ---------
Operating expenses
  Employee-related expenses.....     111.5      112.7      324.1      340.4
  Depreciation and amortization.      97.9       93.0      289.3      270.2
  Other operating expenses......     185.4      171.1      557.0      500.1
  Restructuring credit..........      --        (12.4)      --        (49.8)
  Taxes other than income taxes.      50.9       56.4      152.5      168.8
                                 ---------  ---------  ---------  ---------
                                     445.7      420.8    1,322.9    1,229.7
                                 ---------  ---------  ---------  ---------
Operating income................     110.6      134.2      356.2      410.9
Interest expense................      14.5       15.6       42.5       44.3
Other income, net...............       3.7        1.2        8.7        3.3
                                 ---------  ---------  ---------  ---------
Income before income taxes......      99.8      119.8      322.4      369.9
Income taxes....................      32.5       39.9      105.8      123.5
                                 ---------  ---------  ---------  ---------
Net income......................      67.3       79.9      216.6      246.4

Accumulated deficit,
  beginning of period...........    (108.8)    (167.2)    (122.8)    (242.0)
    Less, dividends declared....      86.3       53.8      221.6      145.5
                                 ---------  ---------  ---------  ---------
Accumulated deficit,
  end of period................. $  (127.8) $  (141.1) $  (127.8) $  (141.1)
                                 =========  =========  =========  =========


See Notes to Condensed Financial Statements.

<PAGE>3

                          CONDENSED BALANCE SHEETS
                            (Dollars in Millions)
                                      
                                          Sept. 30, 1996  Dec. 31, 1995
                                           -------------  -------------
                                            (Unaudited)   (Derived from
                                                             Audited
                                                            Financial
                                                           Statements)
ASSETS
- ------
Current assets
 Cash and temporary cash investments.........  $     0.1     $     0.1
 Investment in Ameritech funding pool               --           134.4
                                               ---------     ---------
                                                     0.1         134.5
 Receivables, net
   Customers.................................      445.1         400.9
   Ameritech and affiliates..................        3.1          25.3
   Other.....................................       14.0          15.7
 Material and supplies.......................        2.3           3.1
 Prepaid and other...........................       13.9          23.8
                                               ---------     ---------
                                                   478.5         603.3
                                               ---------     ---------
Property, plant and equipment................    5,969.1       5,757.0
Less, accumulated depreciation...............    3,662.2       3,463.5
                                               ---------     ---------
                                                 2,306.9       2,293.5
                                               ---------     ---------
Investments, primarily in affiliates.........       64.6          64.3
Other assets and deferred charges............      181.3         169.6
                                               ---------     ---------
Total assets.................................  $ 3,031.3     $ 3,130.7
                                               =========     =========


See Notes to Condensed Financial Statements.

<PAGE>4


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

Current liabilities
 Debt maturing within one year
  Ameritech               ..................   $    77.8     $    --
  Other.....................................         0.3           0.4
 Accounts payable
  Ameritech Services, Inc. (ASI)............        96.8         132.6
  Ameritech and affiliates..................        39.2          43.2
  Other.....................................       139.2         155.1
 Other current liabilities..................       205.0         315.2
                                               ---------     ---------
                                                   558.3         646.5
                                               ---------     ---------
Long-term debt..............................       834.9         834.7
                                               ---------     ---------
Deferred credits and other long-term liabilities
 Accumulated deferred income taxes..........       108.4         100.7
 Unamortized investment tax credits.........        37.4          43.1
 Postretirement benefits
   other than pensions......................       538.1         547.5
 Long-term payable to ASI...................        16.2          17.4
 Other .....................................        55.7          53.5
                                               ---------     ---------
                                                   755.8         762.2
                                               ---------     ---------
Shareowner's equity
 Common shares - (one share issued
   and outstanding without par value).......     1,010.1       1,010.1
 Accumulated deficit........................      (127.8)       (122.8)
                                               ---------     ---------
                                                   882.3         887.3
                                               ---------     ---------
Total liabilities and shareowner's equity...   $ 3,031.3     $ 3,130.7
                                               =========     =========


See Notes to Condensed Financial Statements.

<PAGE>5

                     CONDENSED STATEMENTS OF CASH FLOWS
                            (Dollars in Millions)
                                 (Unaudited)
                                      
                                                   Nine Months Ended
                                                     September 30
                                                     -------------
                                                   1996         1995
                                                   ----         ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income....................................   $  216.6     $  246.4
 Adjustments to net income
  Restructuring credit, net of tax............       --          (32.4)
  Depreciation and amortization...............      289.3        270.2
  Deferred income taxes, net..................       11.1          4.8
  Investment tax credits, net.................       (5.7)        (6.8)
  Capitalized interest........................       (3.0)        (2.6)
  Provision for uncollectibles................       31.3         12.9
  Change in accounts receivable...............      (51.6)       (72.5)
  Change in material and supplies.............       (3.7)        (4.4)
  Change in certain other current assets......        9.9        (30.0)
  Change in accounts payable..................      (55.7)       (28.9)
  Change in certain other current
   liabilities .............................        (52.5)       (25.9)
  Change in certain other noncurrent
   assets and liabilities.....................      (20.1)       (21.2)
  Other.......................................       (0.1)         3.5
                                                 --------     --------
Net cash from operating activities............      365.8        313.1
                                                 --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures..........................     (298.3)      (216.9)
Proceeds from disposals of
 property, plant and equipment................        3.0          1.1
Other investing activity......................        0.2          0.4
                                                 --------     --------
Net cash from investing activities............     (295.1)      (215.4)
                                                 --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in other short-term debt                      --            0.1
Intercompany financing, net...................       77.8         --
Retirements of long-term debt.................       (0.2)        (0.4)
Dividend payments.............................     (282.7)      (119.3)
                                                 --------     --------
Net cash from financing activities............     (205.1)      (119.6)
                                                 --------     --------
Net decrease in cash and
 temporary cash investments...................     (134.4)       (21.9)
Cash and temporary cash investments,
 beginning of period..........................      134.5         60.5
                                                 --------     --------
Cash and temporary cash investments,
 end of period................................   $    0.1     $   38.6
                                                 ========     ========


See Notes to Condensed Financial Statements.

<PAGE>6

                   NOTES TO CONDENSED FINANCIAL STATEMENTS
                            (Dollars in Millions)
                                      
                             SEPTEMBER 30, 1996
                                      
  NOTE 1:   Work Force Restructuring
  
  As announced in March 1994, the Company's parent, Ameritech
  Corporation, restructured its existing nonmanagement work force,
  reducing the work force by 11,500 employees during 1994 and 1995,
  including 2,576 at the Company.  As a result of the restructuring, the
  Company recorded a gain of $49.8 million or $32.4 million after-tax in
  the first nine months of 1995, resulting primarily from settlement
  gains from lump sum pension payments from the Ameritech Pension Plan
  to former employees. No restructuring charges or credits were recorded
  in the first nine months of 1996.
  
  The Company recorded additional restructuring charges in the fourth
  quarter of 1995, primarily for the consolidation of data centers and
  additional work force reductions.  The remaining accrual related to
  work force restructuring charges was not significant as of September
  30, 1996.  See further discussion in Management's Discussion and
  Analysis below.
  
  NOTE 2:   Incentive Regulation
  
  On March 5, 1996, the Ohio Supreme Court reversed the order of the
  Public Utilities Commission of Ohio (PUCO or the Commission) that
  approved the Advantage Ohio alternative regulation plan and remanded
  the matter to the Commission.  The court ruled that the Commission
  exceeded its statutory authority when it used alternative rate-setting
  methods in the context of a rate decrease application.  Advantage
  Ohio, originally adopted by the PUCO in November 1994, granted the
  Company relief from rate-of-return regulation in Ohio and replaced
  such regulation with a price cap formula in exchange for certain rate
  reductions, grants to public schools and other community
  infrastructure enhancements.
  
  In May 1996, following approval by the PUCO of an agreement between
  the Company and certain interexchange carriers, cable TV companies and
  consumer representatives, the state legislature passed legislation
  allowing the use of alternative regulation in the context of a rate
  decrease application, thereby effectively restoring the Advantage Ohio
  plan.  The agreement approved by the Commission stipulated a $21
  million reduction in intrastate access charges effective September 1,
  1996, as well as additional customer benefits in the event the Company
  does not meet prescribed standards of service.  The legislation, which
  was signed into law in June 1996, also required the Commission to
  approve interim interconnection arrangements for Time Warner by August
  1, 1996.  The Commission approved an interconnection arrangement
  between the Company and Time Warner on August 1, 1996.
  
  
  NOTE 3:   Reclassifications
  
  Certain reclassifications were made to the December 31, 1995 balances
  to correspond to the presentation as of September 30, 1996.
  
<PAGE>7

  
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                                      
                                      
                                      
  The following is a discussion and analysis of the changes in revenues,
  operating expenses and other income and expenses for the first nine
  months of 1996 as compared with the first nine months of 1995.
  
  Results of Operations
  ---------------------
  Revenues
  --------
  Total revenues in the first nine months of 1996 were $1,679.1 million
  and were $1,640.6 million for the same period in 1995.  The increase
  was primarily attributable to growth in access lines and switched
  minutes of use resulting in higher network usage volumes, as well as
  increased sales of equipment and other nonregulated services.  These
  increases were partially offset by net rate reductions.
  
  ----------------------------------------------------------------------
  Local service
  -------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $  978.1   $  921.9    $  56.2      6.1
  
  Local service revenues include basic monthly service fees and usage
  charges, fees for call management services, installation and
  connection charges and public phone revenues.  The increase in local
  service revenues for the nine months ended September 30, 1996 was
  primarily attributable to higher network volumes, resulting
  principally from growth in the number of access lines, which increased
  3.5 percent to 3,852,000 as of September 30, 1996 as compared with
  3,720,000 at September 30, 1995.  Greater sales of call management
  services, such as Call Forwarding, Call Waiting and Caller ID also
  contributed to the increase.  These increases were partially offset by
  net rate reductions.
  
  ----------------------------------------------------------------------
  Network access
  --------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Interstate
  ----------
  Nine Months Ended         $  349.8   $  336.3    $  13.5      4.0
  
  Intrastate
  ----------
  Nine Months Ended         $  107.4   $   92.0    $  15.4     16.7
  
  Network access revenues are fees charged to interexchange carriers
  that use the Company's local landline communications network to
  connect customers to their long distance network.  In addition, end
  users pay flat rate access fees to connect to the long distance
  network.  These revenues are generated from both interstate and
  intrastate services.

<PAGE>8
  
                    Management's Discussion and Analysis
                     of Results of Operations (cont'd.)
                                      
  Network access (cont'd.)
  --------------
  The increase in network access revenues for the nine months ended
  September 30, 1996 was due primarily to an increase in network minutes
  of use, resulting from overall growth in the volume of calls handled
  for interexchange carriers.  Interstate and intrastate minutes of use
  for the nine months ended September 30, 1996 increased by 4.7 percent
  and 10.1 percent, respectively, over the comparable prior year period.
  Network access revenues also increased due to the effects of one-time
  billing settlements, which adversely impacted revenues in the third
  quarter of 1995.  The increases in network access revenues were
  partially offset by net rate reductions.
  
  ----------------------------------------------------------------------      
  Long distance service
  ---------------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  Nine Months Ended         $  123.8   $  125.7    $  (1.9)    (1.5)
  
  Long distance service revenues are derived from customer calls to
  locations outside of their local calling areas, but within the same
  local access and transport area (LATA).  The decrease in long distance
  service revenues in the first nine months of 1996 was due primarily to
  a decrease in network usage.
  
  ----------------------------------------------------------------------
  Other
  -----
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  Nine Months Ended         $  120.0   $  164.7    $ (44.7)   (27.1)
  
  Other revenues include revenue derived from directory advertising,
  billing and collection services, inside wire installation and
  maintenance services and other miscellaneous services.  The decrease
  in other revenues for the nine months ended September 30, 1996 was
  primarily attributable to a decrease in directory advertising revenue
  largely due to a renegotiated listing and directory services agreement
  with Ameritech Publishing, Inc. (API), an Ameritech subsidiary doing
  business as Ameritech Advertising Services.  The renegotiated
  agreement resulted in a revenue decrease of $67.2 million in the nine
  months ended September 30, 1996 compared to the prior year period.
  This decrease is partially offset by an increase due to growth in
  voice messaging services, sales of equipment and other nonregulated
  services, as well as an increase in revenues from inside wire
  installation and maintenance and billing and collections services.
  
<PAGE>9

                    Management's Discussion and Analysis
                     of Results of Operations (cont'd.)
                                      
  ----------------------------------------------------------------------
  Operating expenses
  ------------------
  
  Total operating expenses for the nine months ended September 30, 1996
  increased by $93.2 million or 7.6 percent to $1,322.9 million.  The
  increase was partially attributable to the work force restructuring,
  which resulted in a credit of $49.8 million in the first nine months
  of 1995 related to noncash settlement gains from the pension plan, as
  well as increases in depreciation expense and other operating
  expenses, such as cost of sales and contract services.  These
  increases were partially offset by decreases in employee-related
  expenses and taxes other than income taxes, as discussed below.
  
  ----------------------------------------------------------------------
  Employee-related expenses
  -------------------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  Nine Months Ended         $  324.1   $  340.4    $ (16.3)    (4.8)
  
  The decrease in employee-related expenses for the nine months ended
  September 30, 1996 was due primarily to decreases in employee medical
  benefits and other employee-related expenses, largely due to
  renegotiated contracts with health care providers, as well as
  decreases in wages and overtime.  These decreases were partially
  offset by increased force costs resulting from higher average employee
  levels, as well as an increase in payroll taxes.
  
  There were 8,666 employees as of September 30, 1996, compared with
  8,189 at September 30, 1995.
  
  Depreciation and
       amortization
  ------------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $  289.3   $  270.2    $  19.1      7.1
  
  The increase in depreciation and amortization expense for the nine
  months ended September 30, 1996 was due to higher average plant
  balances, as well as the use of higher depreciation rates in certain
  asset categories due to shorter depreciable lives established in 1994.

<PAGE>10

                    Management's Discussion and Analysis
                     of Results of Operations (cont'd.)
                                      
  ----------------------------------------------------------------------
  Other operating expenses
  ------------------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  Nine Months Ended         $  557.0   $  500.1    $  56.9     11.4
  The increase in other operating expenses for the nine months ended
  September 30, 1996 was due to increases in cost of sales,
  uncollectibles and other expenses related to increased sales efforts
  for equipment and call management services, such as voice messaging
  and other nonregulated services.  Contract services expenses also
  increased, due primarily to higher rent expense in 1996, as well as
  increased right-to-use fees for switching system software.  A decrease
  in advertising expenses, due primarily to the timing of planned
  marketing campaigns, partially offset these increases.
  
  ----------------------------------------------------------------------
  Restructuring credit
  --------------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  Nine Months Ended         $   --     $  (49.8)   $  49.8    n/a
  As discussed in Note 1, the Company significantly reduced its
  nonmanagement work force during 1994 and 1995 by 2,576 employees.  New
  employees with different skills were added during this period to
  accommodate growth and meet staffing requirements for new business
  opportunities.  As of September 30, 1995, all 2,576 employees had left
  the Company, with 491 leaving in the first nine months of 1995.  A
  pretax, noncash settlement gain of $49.8 million was recorded in the
  first nine months of 1995, associated with lump-sum pension payments
  to former employees.  No restructuring credits were recorded in the
  first nine months of 1996.
  
  Taxes other than income taxes
  -----------------------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  Nine Months Ended         $  152.5   $  168.8    $ (16.3)    (9.7)
  Taxes other than income taxes consist of property taxes, gross
  receipts taxes and other nonincome based taxes.  The decrease in taxes
  other than income taxes for the nine months ended September 30, 1996
  was due primarily to a decrease in property taxes resulting from
  favorable tax reform legislation.
  
  ----------------------------------------------------------------------
  Other Income and Expenses
  -------------------------
  Interest expense
  -----------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  Nine Months Ended         $   42.5   $   44.3    $  (1.8)    (4.1)
  The decrease in interest expense for the nine months ended September
  30, 1996 was due primarily to decreases in interest on borrowings from
  the Ameritech short-term funding pool, as well as lower miscellaneous
  interest expense.

<PAGE>11
                    
                    Management's Discussion and Analysis
                     of Results of Operations (cont'd.)
                                      
  ----------------------------------------------------------------------
  Other income, net
  -----------------
                                                    Change
                                 September 30       Income   Percent
                                 ------------
   (dollars in millions)        1996      1995     (Expense)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $    8.7   $    3.3    $   5.4    n/m
  
  Other income, net includes equity in earnings of affiliates, interest
  income and other nonoperating items.  The increase in other income,
  net for the nine months ended September 30, 1996 was primarily due to
  an increase in equity earnings from Ameritech Services, Inc. (ASI) and
  an increase in interest income resulting from higher average balances
  deposited in the Ameritech short-term funding pool.
  
  ----------------------------------------------------------------------
  Income taxes
  ------------
                                 September 30      Increase  Percent
                                 ------------
  (dollars in millions)         1996      1995    (Decrease)  Change
   -------------------          ----      ----     --------   ------
  
  Nine Months Ended         $  105.8   $  123.5    $ (17.7)   (14.3)
  
  The decrease in income taxes for the nine months ended September 30,
  1996 was due primarily to a decrease in revenue resulting from the
  Company's renegotiation of its directory service agreement with API,
  as well as the tax effect ($17.4 million) associated with the work
  force restructuring credit recorded in the first nine months of 1995.
  Excluding the effects of these items, income taxes increased in line
  with earnings of the business.
  
<PAGE>12


                    Management's Discussion and Analysis
                     of Results of Operations (cont'd.)
                                      
  Other Matters
  --------------
  
  Telecommunications Act of 1996
  ------------------------------
 The Telecommunications Act of 1996 (the 1996 Act) was enacted on
 February 8, 1996.  This legislation defines the conditions under which
 Ameritech, including the Company, will be permitted to offer interLATA
 long distance service and provides certain mechanisms intended to
 facilitate local exchange competition.  This legislation, in addition
 to allowing Ameritech to offer interLATA long distance services,
 provides the framework for additional competition in the Company's
 traditional local exchange markets.
 
 On August 8, 1996, the Federal Communications Commission (FCC) adopted
 rules to implement the local competition provisions of the 1996 Act.
 Among other things, the rules require local exchange carriers to
 provide interconnection to any requesting telecommunications carrier at
 any technically feasible point and equal in quality to that provided
 for the local exchange carriers' own operations.  The rules also
 require each local exchange carrier to provide these other carriers
 access to network elements on an unbundled basis, and to offer for
 resale any telecommunications services that it provides at retail to
 subscribers who are not telecommunications carriers.  The FCC's rules
 address mechanisms for pricing of interconnection, unbundled network
 elements and reselling of telecommunications services and prescribe
 that the individual state regulatory authorities develop specific rates
 and procedures consistent with general rules and guidelines established
 by the FCC.
 
 In September 1996, several local exchange carriers, including
 Ameritech, filed appeals of the FCC interconnection order in the U.S.
 Court of Appeals for the District of Columbia.  In their appeals, the
 local exchange carriers argue, among other things, that the FCC
 exceeded its authority over state regulatory commissions, that the
 rules setting national pricing standards violate the 1996 Act, and that
 the order will force local exchange carriers to sell elements of their
 networks below cost.  Several companies also requested a stay of the
 FCC's order pending the outcome of the appeals, while others, including
 Ameritech, opposed the stay and requested only an expedited review of
 the order.
 
 Following the FCC's denial of the requests for a stay, a motion for a
 stay was filed by certain parties in the U.S. Court of Appeals for the
 Eighth Circuit (the Court) in St. Louis, which had been selected to
 hear the challenges to the FCC's order.  On September 27, 1996, the
 Court ordered a temporary stay of the new rules pending the hearing of
 oral arguments from local exchange carriers and the FCC.  On October
 15, 1996, after hearing the oral arguments, the Court issued a partial
 stay of the FCC's order, saying that the pricing provisions and the
 "pick and choose" rule related to unbundled network elements could not
 take effect until the Court conducts a full review of the order and
 rules on the merits of the case.  On November 1, 1996, the Court lifted
 the stay on three aspects of the pricing rules that apply primarily to
 cellular service providers.  The FCC has indicated that it will appeal
 the Court's decision to the U.S. Supreme Court.
 
 It will not be possible to determine what effect the 1996 Act and the
 FCC rules implementing it will have on the Company's results of
 operations until the challenges to the rules have been resolved and the
 Public Utility Commission of Ohio (PUCO) has acted on the matter within
 its jurisdiction under the 1996 Act.
 
  
  ----------------------------------------------------------------------
  Regulatory Environment
  -----------------------
  See Note 2 for a discussion of the status of incentive regulation in Ohio.

<PAGE>13


                         PART II - OTHER INFORMATION
                                      
Item 6.   Exhibits and Reports on Form 8-K.
          ---------------------------------
 (a)      Exhibits
          --------
          27   Financial Data Schedule.
          
 (b)      Reports on Form 8-K
          -------------------
          No Form 8-K was filed by the registrant during the quarter for
          which this report is filed.


<PAGE>14

                                 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.



                                            THE OHIO BELL TELEPHONE COMPANY
                                            ------------------------------
                                                   (Registrant)


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

                                            (Principal Accounting Officer)


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE OHIO BELL TELEPHONE COMPANY'S SEPT. 30, 1996 FINANCIAL STATEMENTS
AMD IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                             100
<SECURITIES>                                         0<F1>
<RECEIVABLES>                                  462,200
<ALLOWANCES>                                         0
<INVENTORY>                                      2,300
<CURRENT-ASSETS>                               478,500
<PP&E>                                       5,969,100
<DEPRECIATION>                               3,662,200
<TOTAL-ASSETS>                               3,031,300
<CURRENT-LIABILITIES>                          558,300
<BONDS>                                        834,900
                                0
                                          0
<COMMON>                                     1,010,100
<OTHER-SE>                                   (127,800)
<TOTAL-LIABILITY-AND-EQUITY>                 3,031,300
<SALES>                                              0<F1><F2>
<TOTAL-REVENUES>                             1,679,100
<CGS>                                                0<F3>
<TOTAL-COSTS>                                1,322,900
<OTHER-EXPENSES>                               (8,700)
<LOSS-PROVISION>                                21,800
<INTEREST-EXPENSE>                              42,500
<INCOME-PRETAX>                                322,400
<INCOME-TAX>                                   105,800
<INCOME-CONTINUING>                            216,600
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   216,600
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>SECURITIES ARE NOT MATERIAL AND THEREFORE HAVE NOT BEEN STATED SEPARATELY
IN THE FINANCIAL STATEMENTS. THIS AMOUNT IS INCLUDED IN THE CASH TAG.
<F2>NET SALES OF TANGIBLE PRODUCTS IS NOT MORE THAN 10% OF TOTAL OPERATING
REVENUES AND THEREFORE HAS NOT BEEN STATED SEPARATELY IN THE FINANCIAL
STATEMENTS PURSUANT TO REGULATION S-X, RULE 5-03(B).  THIS AMOUNT IS
INCLUDED IN THE "TOTAL REVENUES" TAG.
<F3>COST OF TANGIBLE GOODS SOLD IS INCLUDED IN COST OF SERVICE AND PRODUCTS
IN THE FINANCIAL STATEMENTS AND THE "TOTAL COST" TAG, PURSUANT TO
REGULATION S-X, RULE 5-03(B).
</FN>
        

</TABLE>


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