OHIO BELL TELEPHONE CO
10-Q, 1997-11-13
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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- ---------------------------------------------------------------------

U.S. Securities and Exchange Commission
Washington, D.C. 20549
- -------------------------------------------

                                Form  10-Q

(Mark one)

- -------------------------------------------
[x]  Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1997
- -------------------------------------------

or
- -------------------------------------------

[  ]  Transition Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from     to
- -------------------------------------------

Commission File Number 1-6781


                      The Ohio Bell Telephone Company
                                     
                                     
                                           
                                           -----------------------------
                                           An Ohio Corporation
                                           -----------------------------
                                           45 Erieview Plaza
                                           Cleveland, Ohio  44114
                                           -----------------------------
                                           I.R.S. Employer Identification
                                           Number 34-0436390
                                           Telephone number   (800) 257-
                                           0902
                                           



OHIO BELL IS A WHOLLY OWNED SUBSIDIARY OF AMERITECH CORPORATION AND MEETS
THE CONDITIONS IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q.  WE ARE
FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT UNDER GENERAL INSTRUCTION
H(2).

We have 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, and have
been subject to those filing requirements for the past 90 days.

Yes     X   No
      ----     ----

At October 31, 1997, one common share was outstanding.


                                      
<PAGE>
                             TABLE OF CONTENTS
                                     
                                  PART I
                                     
ITEM                                                             Page
- ----                                                             ----

 1.    Financial Statements
       Condensed Statements of Income and Accumulated Deficit for
          the three and nine months
          ended September 30, 1997 and 1996                        1
  
  
       Condensed Balance Sheets as of
          September 30, 1997 and December 31, 1996                2-3
  
  
       Condensed Statements of Cash Flows for
          the nine months ended September 30, 1997 and 1996        4
  
  
       Notes to Condensed Financial Statements                     5
  
  
 2.    Management's Discussion and Analysis
       of Results of Operations                                   6-12
  
                                     
                                  PART II
                                     
  
 6.  Exhibits and Reports on Form 8-K                             13
 
     Glossary                                                    15-16
  
                                     
                                     
                                     i
                                     


<PAGE>

                       Part I - Financial Information
                       ------------------------------
           CONDENSED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
                            (Dollars in Millions)
                                 (Unaudited)
                                      
                                   Three Months Ended   Nine Months Ended
                                     September 30          September 30
                                   ----------------      ----------------
                                    1997       1996       1997       1996
                                    ----       ----       ----       ----

Revenues
  Local service................. $   346.8  $   325.3  $ 1,021.8  $   978.1
  Interstate network access.....     130.9      116.1      390.5      349.8
  Intrastate network access.....      30.4       35.8       94.4      107.4
  Long distance service.........      33.6       39.0      106.6      123.8
  Other.........................      47.3       40.1      134.2      120.0
                                 ---------  ---------  ---------  ---------
                                     589.0      556.3    1,747.5    1,679.1
                                 ---------  ---------  ---------  ---------
Operating expenses
  Employee-related expenses.....     117.0      111.5      333.2      324.1
  Depreciation and amortization.     103.3       97.9      308.0      289.3
  Other operating expenses......     203.3      185.4      579.5      557.0
  Taxes other than income taxes.      48.3       50.9      142.2      152.5
                                 ---------  ---------  ---------  ---------
                                     471.9      445.7    1,362.9    1,322.9
                                 ---------  ---------  ---------  ---------
Operating income................     117.1      110.6      384.6      356.2
Interest expense................      16.4       14.5       46.3       42.5
Other income, net...............       1.6        3.7        4.9        8.7
                                 ---------  ---------  ---------  ---------
Income before income taxes......     102.3       99.8      343.2      322.4
Income taxes....................      38.8       32.5      120.6      105.8
                                 ---------  ---------  ---------  ---------
Net income......................      63.5       67.3      222.6      216.6

Accumulated deficit,
  beginning of period...........     (84.6)    (108.8)     (98.1)    (122.8)
    Less, dividends declared....      68.3       86.3      213.9      221.6
                                 ---------  ---------  ---------  ---------
Accumulated deficit,
  end of period................. $   (89.4) $  (127.8) $   (89.4) $  (127.8)
                                 =========  =========  =========  =========














See Notes to Condensed Financial Statements.
                                      
                                   Page 1
                                      



<PAGE>

                          CONDENSED BALANCE SHEETS
                            (Dollars in Millions)
                                      
                                           Sept. 30, 1997 Dec. 31, 1996
                                           -------------- -------------
                                             (Unaudited)  (Derived from
                                                             Audited
                                                            Financial
                                                           Statements)
ASSETS

Current assets
 Cash and temporary cash investments.........  $     0.2     $     0.1
 Receivables, net
   Customers.................................      464.6         466.3
   Ameritech and affiliates..................        2.1           1.6
   Other.....................................       17.6          15.2
 Material and supplies.......................        4.5           3.2
 Prepaid and other...........................       18.4           8.9
                                               ---------     ---------
                                                   507.4         495.3
                                               ---------     ---------
Property, plant and equipment................    6,209.2       6,021.6
Less, accumulated depreciation...............    3,872.7       3,691.4
                                               ---------     ---------
                                                 2,336.5       2,330.2
                                               ---------     ---------
Investments, primarily in affiliates.........       84.6          65.5
Other assets and deferred charges............      202.8         195.6
                                               ---------     ---------
Total assets.................................  $ 3,131.3     $ 3,086.6
                                               =========     =========


























See Notes to Condensed Financial Statements.
                                      
                                   Page 2
                                      


<PAGE>

                    CONDENSED BALANCE SHEETS (continued)
                            (Dollars in Millions)
                                      
                                           Sept. 30, 1997 Dec. 31, 1996
                                           -------------- -------------
                                             (Unaudited)  (Derived from
                                                             Audited
                                                            Financial
                                                           Statements)
LIABILITIES AND SHAREOWNER'S EQUITY

Current liabilities
 Debt maturing within one year
  Ameritech.................................   $   212.2     $    68.5
  Other.....................................         0.1          --
 Accounts payable
  Ameritech Services, Inc. (ASI)............        54.7          93.6
  Ameritech and affiliates..................        29.3          34.3
  Other.....................................       105.7         120.8
 Other current liabilities..................       235.3         270.7
                                               ---------     ---------
                                                   637.3         587.9
                                               ---------     ---------
Long-term debt..............................       834.8         834.9
                                               ---------     ---------
Deferred credits and other long-term liabilities
 Accumulated deferred income taxes..........        92.5         101.7
 Unamortized investment tax credits.........        31.0          35.1
 Postretirement benefits
   other than pensions......................       537.1         542.3
 Long-term payable to ASI...................        15.0          16.2
 Other .....................................        51.6          56.5
                                               ---------     ---------
                                                   727.2         751.8
                                               ---------     ---------
Shareowner's equity
 Common shares - (one share issued
   and outstanding without par value).......     1,021.4       1,010.1
 Accumulated deficit........................       (89.4)        (98.1)
                                               ---------     ---------
                                                   932.0         912.0
                                               ---------     ---------
Total liabilities and shareowner's equity...   $ 3,131.3     $ 3,086.6
                                               =========     =========
















See Notes to Condensed Financial Statements.

                                      
                                   Page 3
                                      


<PAGE>

                     CONDENSED STATEMENTS OF CASH FLOWS
                            (Dollars in Millions)
                                 (Unaudited)
                                      
                                                   Nine Months Ended
                                                     September 30
                                                     -------------
                                                   1997         1996
                                                   ----         ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income....................................   $  222.6     $  216.6
 Adjustments to net income
  Depreciation and amortization...............      308.0        289.3
  Deferred income taxes, net..................        3.6         11.1
  Investment tax credits, net.................       (4.1)        (5.7)
  Capitalized interest........................       (2.6)        (3.0)
  Change in accounts receivable, net..........       (1.2)       (20.3)
  Change in material and supplies.............       (7.6)        (3.7)
  Change in certain other current assets......       (9.5)         9.9
  Change in accounts payable..................      (59.0)       (55.7)
  Change in certain other current
   liabilities................................      (48.2)       (52.5)
  Change in certain other noncurrent
   assets and liabilities.....................      (11.0)       (20.1)
  Other operating activities, net.............        2.4         (0.1)
                                                 --------     --------
Net cash from operating activities............      393.4        365.8
                                                 --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures..........................     (310.2)      (298.3)
Additional investments........................      (21.6)        --
Proceeds from disposals of
 property, plant and equipment................        8.3          3.0
Other investing activities, net...............        0.6          0.2
                                                 --------     --------
Net cash from investing activities............     (322.9)      (295.1)
                                                 --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany financing, net...................      143.9         77.8
Retirements of long-term debt.................       (0.6)        (0.2)
Dividend payments.............................     (213.9)      (282.7)
Other financing activities, net...............        0.2         --
                                                 --------     --------
Net cash from financing activities............      (70.4)      (205.1)
                                                 --------     --------
Net increase (decrease) in cash and
 temporary cash investments...................        0.1       (134.4)
Cash and temporary cash investments,
 beginning of period..........................        0.1        134.5
                                                 --------     --------
Cash and temporary cash investments,
 end of period................................   $    0.2     $    0.1
                                                 ========     ========





See Notes to Condensed Financial Statements.
                                      
                                   Page 4
                                      



<PAGE>

                 NOTES TO CONDENSED FINANCIAL STATEMENTS
                          (Dollars in Millions)
                                    
                           SEPTEMBER 30, 1997
                                    

NOTE 1:   Preparation of Interim Financial Statements

We have prepared the unaudited condensed financial statements in this
report by following Securities and Exchange Commission rules that permit
reduced disclosure for quarterly period reports.  These financial
statements include estimates and assumptions that affect the reported
amounts of assets and liabilities and the amounts of revenues and
expenses.  Actual amounts could differ from those estimates.  We believe
these statements include all adjustments necessary for a fair statement
of results for each period shown.  We believe our disclosures are
adequate to make the presented information clear.  You should read these
financial statements in conjunction with the financial statements and
notes included in our 1996 Annual Report on Form 10-K and the quarterly
reports on Form 10-Q previously filed in 1997.

When reading these financial statements, you should be familiar with the
terminology unique to our business.  We have defined a number of terms in
the glossary on pages 15 and 16.


NOTE 2:   Investment in Affiliate

In June 1997, our parent company, Ameritech, centralized the
administration of benefits for employees who had retired from the Company
as of December 31, 1996.  In connection therewith, we hold approximately
$21.6 million in preferred stock issued by the Ameritech subsidiary
responsible for administration of these benefits.  This subsidiary began
paying benefits on our behalf in July 1997.  We account for these benefit
payments made on our behalf as a capital contribution in the shareowner's
equity section of the condensed balance sheets, with a corresponding
reduction in the postretirement benefit obligation.  This contribution
for the period ended September 30, 1997 was $11.2 million.





                                    
                                 Page 5
                                    


<PAGE>

      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 1997 as compared with the first nine months of 1996.

RESULTS OF OPERATIONS
- ---------------------
Revenues
- --------
Our revenues in the first nine months of 1997 were $1,747.5 million and
were $1,679.1 million for the same period in 1996, an increase of $68.4
million.  Growth in access lines and sales of call management services,
as well as increases in switched minutes of use resulting from higher
network usage volumes were the primary reasons for the increase.  Net
rate reductions and decreased long distance revenues partially offset
these increases.

- ---------------------------------------------------------------------
Local service
- -------------
                                  September 30      Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Nine Months Ended            $1,021.8   $  978.1    $  43.7      4.5

Local service revenues include basic monthly service fees and usage
charges, fees for call management services, installation and connection
charges and public phone revenues.  Local service revenues increased for
the nine months ended September 30, 1997 due largely to increased sales
of call management services.  These increases resulted from growth in the
number of features in service, as well as increases in usage of services
on a pay-per-use basis.  Higher network usage volumes, resulting
primarily from access line growth of 3.5 percent, also contributed to the
increases.  Second line additions by residential and small business
customers contributed to access line growth, due to continuing demand for
Internet access and data transport capabilities.  Rate decreases
resulting from alternative regulation partially offset these increases.

There were 3,986,000 access lines in service as of September 30, 1997
compared with 3,852,000 as of September 30, 1996.

- ----------------------------------------------------------------------
Network access
- --------------
                                  September 30      Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Interstate
- ----------
Nine Months Ended            $  390.5   $  349.8    $  40.7     11.6

Intrastate
- ----------
Nine Months Ended            $   94.4   $  107.4    $ (13.0)   (12.1)

Network access revenues are fees charged to interexchange carriers that
use our local landline communications network to connect customers to
their long distance networks.  In addition, end users pay flat rate
access fees to connect to the long distance network.  These revenues
result from both interstate and intrastate services.
                                    
                                 Page 6
                                    

<PAGE>

                  Management's Discussion and Analysis
                   of Results of Operations (cont'd.)
                                    
Network access (cont'd.)
- ------------------------
Interstate network access revenues increased for the nine months ended
September 30, 1997 due primarily to an increase in minutes of use,
resulting from overall growth in the volume of calls handled for
interexchange carriers.  Greater demand for dedicated services by
Internet service providers and other high-capacity users also contributed
to the increase, as did rate increases.  Interstate minutes of use for
the nine months ended September 30, 1997 increased by 6.1 percent over
the same period last year.

Intrastate network access revenues decreased for the nine months ended
September 30, 1997 due primarily to rate decreases, partially offset by
increased network usage volumes.  Intrastate minutes of use for the nine
months ended September 30, 1997 increased by 6.1 percent over the same
period last year.

- ---------------------------------------------------------------------
Long distance service
- ---------------------
                                  September 30      Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Nine Months Ended            $  106.6   $  123.8    $ (17.2)   (13.9)

Long distance service revenues result from customer calls to locations
outside of their local calling areas, but within the same Local Access
and Transport Area (LATA).  Long distance service revenues decreased in
the first nine months of 1997 due primarily to a decrease in network
usage, combined with a decrease in rates.

- ---------------------------------------------------------------------
Other
- -----
                                  September 30      Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Nine Months Ended            $  134.2   $  120.0    $  14.2     11.8

Other revenues include revenue derived from directory advertising,
billing and collection services, inside wire installation and maintenance
services and other miscellaneous services.  Other revenues increased for
the nine months ended September 30, 1997 due primarily to increased
revenues from inside wire installation and maintenance, combined with
increases in other nonregulated services, such as billing and collection
and voice messaging.  Decreases in rent revenue and directory advertising
revenues partially offset these increases.

- ---------------------------------------------------------------------
Operating expenses
- ------------------

Total operating expenses for the nine months ended September 30, 1997
increased by $40.0 million or 3.0 percent to $1,362.9 million.  Higher
depreciation and amortization expense, employee-related expenses and
other operating expenses, contributed to the increase.  A decrease in
taxes other than income taxes partially offset the increases, as
discussed below.
                                    
                                 Page 7
                                    


<PAGE>

                  Management's Discussion and Analysis
                   of Results of Operations (cont'd.)
                                    
Employee-related expenses
- -------------------------
                                  September 30      Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Nine Months Ended            $  333.2   $  324.1    $   9.1      2.8

Employee-related expenses increased for the nine months ended September
30, 1997 due primarily to increases in employee medical benefits and
other benefit expenses.  Wage rate increases also contributed to the
increase, but were largely offset by decreases in overtime and bonus
expenses.

We employed 8,527 employees as of September 30, 1997, compared with 8,666
as of September 30, 1996.

- ---------------------------------------------------------------------
Depreciation and
  amortization
- ------------------
                                  September 30      Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Nine Months Ended            $  308.0   $  289.3    $  18.7      6.5

Depreciation and amortization expense increased for the nine months ended
September 30, 1997 due primarily to higher property, plant and equipment
balances.  Higher depreciation rates on certain asset categories also
contributed to the increase as we used shorter depreciable lives for
newer technologies.

- ---------------------------------------------------------------------
Other operating expenses
- ------------------------
                                  September 30      Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Nine Months Ended            $  579.5   $  557.0    $  22.5      4.0

Other operating expenses increased for the nine months ended September
30, 1997 due to increases in contract and affiliated services for systems
programming and data center management, as well as an increase in
uncollectibles.  A decrease in cost of sales related to equipment sales,
as well as lower access charge expenses, partially offset these
increases.

- ---------------------------------------------------------------------
Taxes other than income taxes
- -----------------------------
                                  September 30      Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Nine Months Ended            $  142.2   $  152.5    $ (10.3)    (6.8)

Taxes other than income taxes consist of property taxes, gross receipts
taxes and other taxes not related to earnings.  Taxes other than income
taxes decreased for the nine months ended September 30, 1997 due
primarily to a decrease in property taxes resulting from favorable tax
reform legislation.  A decrease in gross receipts taxes, resulting from a
lower level of revenues subject to tax, also contributed to the decrease.
                                    
                                 Page 8
                                    

<PAGE>

                  Management's Discussion and Analysis
                   of Results of Operations (cont'd.)
                                    
Other income and expenses
- -------------------------
Interest expense
- ----------------
                                  September 30      Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Nine Months Ended            $   46.3   $   42.5    $   3.8      8.9

Interest expense increased for the nine months ended September 30, 1997
due primarily to an increase in interest on borrowings from the Ameritech
short-term funding pool, reflecting higher average pool balances.  Lower
miscellaneous interest expense partially offset this increase.

- ---------------------------------------------------------------------
Other income, net
- -----------------
                                                     Change
                                  September 30       Income   Percent
                                  ------------
(dollars in millions)            1997      1996    (Expense)   Change
 -------------------             ----      ----     --------   ------

Nine Months Ended            $    4.9   $    8.7    $  (3.8)   n/a

Other income, net includes equity in earnings of affiliates, interest
income and other nonoperating items.  Other income decreased for the nine
months ended September 30, 1997 primarily due to a decrease in equity
earnings from Ameritech Services, Inc. (ASI), as well as a decrease in
interest earned on funds invested in the Ameritech short-term funding
pool.  Higher miscellaneous interest income partially offset these
decreases.

- ---------------------------------------------------------------------
Income taxes
- ------------
                                  September 30      Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Nine Months Ended            $  120.6   $  105.8    $  14.8     14.0

Income taxes increased for the nine months ended September 30, 1997 due
primarily to the increase in pretax earnings discussed above.

                                    
                                 Page 9
                                    


<PAGE>

                  Management's Discussion and Analysis
                   of Results of Operations (cont'd.)
                                    
Other Matters
- -------------



Recent FCC Orders
- -----------------

On May 7, 1997, the FCC issued three closely-related orders addressing
revisions to the price cap plan for local exchange carriers (LECs),
interstate access charge reform and funding for universal service.  In
its access charge reform order, the FCC adopted changes to its tariff
structure requiring LECs to use rates that reflect the type of costs
incurred.  In general, the order ruled that:

- -only costs incurred on a minute-of-use basis should be included in per-
 minute access charges;
- -costs not incurred on a minute-of-use basis should be recovered through
 flat-rate charges; and
- -LECs may not assess interstate access charges on Internet service
 providers.

The new price cap rules will reduce access charges by increasing the
price cap productivity offset factor to 6.5 percent from the current 5.3
percent and by applying this factor uniformly to all access providers.
The new rates were effective July 1, 1997 and LECs were required to
compute the new rates as if the 6.5 percent productivity factor had been
in effect since July 1, 1996.

The new rules also create a multi-billion-dollar interstate "universal
service" fund for linking schools and libraries to the Internet and
subsidizing low-income consumers and rural health care providers.
Telecommunications service providers will pay into the universal service
fund starting January 1, 1998, but regulators have not yet determined the
size of the fund.  The FCC intends to develop suitable forward-looking
cost studies for determining the level of universal service support in a
separate proceeding later in 1997.  State commissions may elect to use
the FCC's cost methodology or their own forward-looking mechanism.  The
FCC expects to select a mechanism for determining support for nonrural
carriers by the end of this year.  Subsidies to low-income and rural
customers will be available by January 1, 1998, and funds for linking
schools and libraries to the Internet will be available as needed.

We do not expect these reforms to have a material impact on our revenue
streams; however, the nature and timing of these reforms may evolve as
the FCC considers input from state commissions, potential legal
challenges and the ongoing implementation of other provisions of the
Telecommunications Act of 1996.

Competition and the Telecommunications Act of 1996
- --------------------------------------------------
As a result of our plan to capture the full potential of the
communications industry and the supporting provisions of the
Telecommunications Act of 1996 (the 1996 Act), we have taken several key
steps toward fostering a fully competitive market.  We have made our
network available for use by our competitors at unbundled cost-based
prices and at bundled prices representing discounts from established
retail levels.  Additionally, we have entered into numerous
interconnection agreements with other local communications carriers,
indicating a growing wholesale business.
                                    
                                 Page 10
                                    


<PAGE>

                  Management's Discussion and Analysis
                   of Results of Operations (cont'd.)
                                    
Other Matters (cont'd.)
- ----------------------

Competition and the Telecommunications Act of 1996 (cont'd.)
- ------------------------------------------------------------
In July 1997, the Federal Circuit Court of Appeals in St. Louis struck
down several provisions of an August 1996 FCC order designed to implement
the interconnection provisions of the 1996 Act.  The Court ruled that:

- -the FCC's pricing guidelines intrude upon the rights of state
 commissions to implement key elements of the 1996 Act;
- -the FCC lacks jurisdiction to review state commission decisions
 regarding interconnection agreements between incumbent LECs and their
 competitors;
- -the FCC's rule that would allow requesting carriers to pick and choose
 among individual provisions of other interconnection agreements does
 not promote negotiated agreements and is unreasonable;
- -LECs must provide unbundled network elements in a manner that allows
 competing carriers to combine them, but LECs need not actually combine
 the elements; and,
- -the 1996 Act does not require incumbent LECs to provide competitors
 with superior quality connections.

The Court upheld the FCC's interpretation of "network element" to include
operations support systems (OSS) and certain other services.  It did not
rule on the LECs' claims regarding infringement of intellectual property
rights and Fifth Amendment confiscation.

The FCC has appealed the Circuit Court's ruling to the U.S. Supreme
Court.  We do not believe that this appeal will by itself delay
Ameritech's entry into the long distance market.  However, FCC rules
require that interLATA long distance service be offered by a separate
subsidiary of Ameritech.  Accordingly, Ameritech's entry into this market
will not generate long distance revenues for Ohio Bell.  As a result, the
potential revenue decline brought by local service competition will not
be offset at the Company by gains in long distance revenue.

In October 1997, the Circuit Court overturned an FCC ruling that required
Ohio Bell and other incumbent local exchange carriers to resell bundled
network services at unbundled discounted rates.  As a result of the
Court's decision, if new entrants to the local exchange market wish to
purchase network elements at unbundled discounted prices, they must
recombine the elements themselves.

Due in part to these Circuit Court rulings, uncertainty over the
implementation of the 1996 Act continues.  We are unable to predict the
impact that these rulings and related subsequent litigation may have on
our existing interconnection agreements.  Although the potential for an
adverse effect on our revenue streams exists, we will continue to pursue
growth opportunities in our local exchange business.
                                    
                                 Page 11
                                    


<PAGE>


                  Management's Discussion and Analysis
                   of Results of Operations (cont'd.)
                                    
Other Matters (cont'd.)
- ----------------------

Year 2000 Software Compliance
- -----------------------------
We currently operate numerous date-sensitive computer applications and
systems throughout our business.  As the century change approaches, it
will be essential for us to ensure that these systems properly recognize
the year 2000 and continue to process critical operational and financial
information.  We have initiated a project to determine the scope of
system changes that may be required and to ensure that our systems
continue to meet our operational needs and those of our customers.
Although we have not yet determined a final cost estimate for this
project, we will incur a substantial portion of the costs over the next
two years.

New Accounting Pronouncements
- -----------------------------
In June 1997, the FASB issued Statement of Financial Accounting Standards
(FAS) No. 130, "Reporting Comprehensive Income." This statement
establishes standards for reporting and display of comprehensive income
and requires that all components of comprehensive income be reported in a
financial statement having the same prominence as other financial
statements.  For us, FAS No. 130 is effective next year, and it requires
reclassification of prior period financial statements provided for
comparative purposes.  Adoption of this standard should have little
effect on our financial statements, since the new requirements primarily
involve modifications to the way that existing information is displayed.

Also in June 1997, the FASB issued FAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." This statement
supersedes FAS No. 14, "Financial Reporting of Segments of a Business
Enterprise," by establishing new standards for the way that a public
business enterprise reports operating segment information in its annual
and interim financial statements.  In general, FAS No. 131 requires
reporting of financial information as it is used by senior company
management for evaluating performance and deciding how to allocate
resources.  The statement is effective in 1998, but need not be applied
to interim financial statements in that year.  Comparative information
for earlier years must be restated.  We expect adoption of this standard
to have little effect on our financial statements.

Private Securities Litigation Reform Act Safe Harbor Statement
- --------------------------------------------------------------
The above discussion contains certain forward-looking statements that
involve potential risks and uncertainties.  Our future results could
differ materially from those discussed here.  Some of the factors that
could cause or contribute to such differences include:

- -changes in economic and market conditions;
- -effects of state and federal regulation;
- -the impact of new technologies.

You should not place undue reliance on these forward-looking statements,
which are applicable only as of November 12, 1997.  We have no obligation
to revise or update these forward-looking statements to reflect events or
circumstances that arise after November 12, 1997 or to reflect the
occurrence of unanticipated events.
                                    
                                 Page 12
                                    

<PAGE>

                     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
          -------------------
          We did not file a Form 8-K during the quarter ended
          September 30, 1997.
                                  
                               Page 13
                                  


<PAGE>

                             SIGNATURES
                                  
  Under the requirements of the Securities Exchange Act of 1934, an
  authorized company official has signed this report on our behalf.
  
  
  
                                           THE OHIO BELL TELEPHONE COMPANY
                                           ------------------------------
                                                  (Registrant)


  Date:  November 12, 1997               /s/ Ronald G. Pippin
                                          ----------------------
                                          Ronald G. Pippin
                                          Vice President and Comptroller
                                          (Principal Accounting Officer)
                                     
                                  Page 14
                                     



PAGE>

GLOSSARY

Access charges -
- ---------------
fees that local phone companies charge to long distance carriers for
the handling of long distance calls on our local network.

Access line -
- ------------
a telephone line for voice, data or video reaching from a local phone
company to a home or business.

Call management services -
- -------------------------
services that add value and convenience for phone customers, such as
Call Waiting, Call Forwarding and Caller ID.  These services are sold
to customers individually or in "packages".

Customer premises equipment (CPE) -
- ----------------------------------
communications equipment owned by customers, including telephones,
faxes and switches.

Dial 1 + -
- ---------
a feature that allows local phone customers to designate a carrier
other than the local service provider for toll calls within their
calling area by simply dialing 1 plus the telephone number.

Digital -
- --------
an alternative to traditional analog communications, digital systems
transport information in computer code for improved clarity and
quality.

Federal Communications Commission (FCC) -
- ----------------------------------------
the federal agency responsible for regulating the interstate aspects
of telecommunications activities.

Financial Accounting Standards Board (FASB) -
- --------------------------------------------
the independent body responsible for setting accounting and financial
reporting standards to be followed by U.S. business enterprises.

Gross receipts taxes -
- ---------------------
state and local taxes based upon the gross operating revenues earned
in a particular jurisdiction.  These taxes may be imposed on general
businesses or public utilities in lieu of other taxes.

Interconnection -
- ----------------
allowing a competitive local service provider to use the local phone
company's network, or elements of the network, to provide local phone
service to its customers.

Interexchange carriers (IXCs) -
- ------------------------------
those companies primarily involved in providing long distance voice
and data transmission services, such as AT&T, MCI and Sprint.

Internet -
- ---------
the global web of networks that connects computers around the world,
providing rapid access to information from multiple sources.

Internet service providers (ISPs) -
- ----------------------------------
those companies providing access to the Internet and other computer-
based information networks.

Intrastate revenues -
- --------------------
that portion of revenues regulated by state rather than federal
authorities.

                                Page 16
<PAGE>



GLOSSARY (cont'd.)



Local access and transport area (LATA) -
- ---------------------------------------
the boundary within which a local telephone company may provide phone
service.  It is usually centered around a city or other identifiable
community of interest.

Local exchange carriers (LECs) -
- -------------------------------
those companies primarily involved in providing local phone service
and access to the local phone network, including Ameritech's landline
communications subsidiaries in Illinois, Indiana, Michigan, Ohio and
Wisconsin.

Operations support systems (OSS) -
- ---------------------------------
the databases and information used to support the provision of
telephone service to end users.

Price caps -
- -----------
a form of regulation that sets maximum limits on the prices that LECs
can charge for access services instead of limits on rate of return or
profits.

Productivity factor -
- --------------------
a portion of the interstate price cap formula that requires LECs to
reduce the price cap based on an assumed increase in productivity.

Securities and Exchange Commission (SEC) -
- -----------------------------------------
the federal agency that regulates the issuance and trading of public
debt and equity securities in the United States and monitors
compliance with these regulations.

Switched Minutes of Use -
- -----------------------
the measure of time used to bill IXC's for access to our public
switched network.

Universal service -
- ------------------
a concept designed to ensure access to the telecommunications network
in rural and low-income areas at affordable prices.  Funding typically
comes from urban telecommunication operators.

                                   
                                Page 16
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<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE OHIO BELL TELEPHONE COMPANY'S SEPTEMBER 30, 1997 FINANCIAL STATEMENTS
AND 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-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                             200
<SECURITIES>                                         0<F1>
<RECEIVABLES>                                  527,600
<ALLOWANCES>                                   (43,300)
<INVENTORY>                                      4,500
<CURRENT-ASSETS>                               507,400
<PP&E>                                       6,209,200
<DEPRECIATION>                               3,872,700
<TOTAL-ASSETS>                               3,131,300
<CURRENT-LIABILITIES>                          637,300
<BONDS>                                        834,800
                                0
                                          0
<COMMON>                                     1,021,400
<OTHER-SE>                                     (89,400)
<TOTAL-LIABILITY-AND-EQUITY>                 3,131,300
<SALES>                                              0<F2>
<TOTAL-REVENUES>                             1,747,500
<CGS>                                                0<F3>
<TOTAL-COSTS>                                1,362,900
<OTHER-EXPENSES>                                (4,900)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              46,300
<INCOME-PRETAX>                                343,200
<INCOME-TAX>                                   120,600
<INCOME-CONTINUING>                            222,600
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   222,600
<EPS-PRIMARY>                                     0.00
<EPS-DILUTED>                                     0.00
<FN>
<F1>WE HAVE NOT STATED SECURITIES SEPARATELY IN THE FINANCIAL STATEMENTS 
BECAUSE THEY ARE NOT MATERIAL. WE HAVE INCLUDED THEM IN THE CASH TAG.
<F2>NET SALES OF TANGIBLE PRODUCTS IS NOT MORE THAN 10% OF TOTAL OPERATING
REVENUES. WE THEREFORE HAVE NOT STATED THESE SALES SEPARATELY IN THE 
FINANCIAL STATEMENTS, PER REGULATION S-X, RULE 5-03(B).  WE HAVE INCLUDED
THESE SALES IN THE "TOTAL REVENUES" TAG.
<F3>WE HAVE INCLUDED COST OF TANGIBLE GOODS SOLD IN COST OF SERVICE AND 
PRODUCTS IN THE FINANCIAL STATEMENTS AND THE "TOTAL COST" TAG, PER REGULATION
S-X, RULE 5-03(B).
</FN>
        

</TABLE>


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