<PAGE>
PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 33-60133
PRICING SUPPLEMENT NO. 2
(To Prospectus Supplement dated August 4, 1995
and Prospectus dated July 11,
1995)
SOUTHERN NEW ENGLAND
TELECOMMUNICATIONS CORPORATION
$100,000,000
6 1/2% MEDIUM-TERM NOTES, SERIES 2, DUE FEBRUARY 15, 2002
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6 1/2% MEDIUM-TERM NOTES, SERIES 2,
DUE FEBRUARY 15, 2002
PRINCIPAL AMOUNT: $100,000,000
INTEREST RATE: 6 1/2%
PRICE TO PUBLIC: 99.769%
UNDERWRITING DISCOUNT: .500%
PROCEEDS TO CORPORATION: 99.269%
ORIGINAL ISSUE DATE: February 7, 1997
FORM OF NOTE: Book-Entry
DATE OF MATURITY: February 15, 2002
INTEREST PAYMENT DATES:
February 15 and August 15 commencing August 15, 1997
REGULAR RECORD DATES: February 1 and August 1
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The 6 1/2% Medium-Term Notes, Series 2, due February 15, 2002 (the "Notes")
will not be redeemable prior to maturity.
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The Notes offered by this Pricing Supplement are offered by the Underwriters
subject to prior sale, withdrawal, cancellation or modification of the offer
without notice, to delivery to and acceptance by the Underwriters and to
certain further conditions. It is expected that delivery of the Notes will be
made through the facilities of The Depository Trust Company on or about
February 7, 1997.
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LEHMAN BROTHERS SALOMON BROTHERS INC
February 4, 1997
<PAGE>
Reference is made to the accompanying Prospectus Supplement and Prospectus
for a detailed summary of additional provisions of the Notes and of the
Indenture under which the Notes are issued. Terms used and not defined herein
but defined in the Prospectus Supplement or Prospectus are used herein as
therein defined.
UNDERWRITING
Subject to the terms and conditions set forth in a terms agreement, dated
February 4, 1997 (the "Terms Agreement"), between the Corporation and Lehman
Brothers Inc. and Salomon Brothers Inc (the "Underwriters"), and the Selling
Agency Agreement, dated August 4, 1995 (the "Selling Agency Agreement"),
between the Corporation and the Underwriters, the Underwriters have severally
agreed to purchase from the Corporation the following respective principal
amounts of the Notes:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
----------- ----------------
<S> <C>
Lehman Brothers Inc. .................................... $ 50,000,000
Salomon Brothers Inc .................................... 50,000,000
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Total.................................................. $100,000,000
============
</TABLE>
The Terms Agreement and the Selling Agency Agreement provide that the
obligations of the Underwriters are subject to certain conditions precedent and
the Underwriters will be obligated to purchase all of the Notes if any are
purchased.
The Underwriters propose initially to offer the Notes to the public at the
initial public offering price set forth on the cover page of this Pricing
Supplement, and to certain dealers at such price less a concession not in
excess of .375% of the principal amount thereof. The Underwriters may allow,
and such dealers may reallow, a discount not in excess of .125% of the
principal amount thereof, to certain other dealers. After the initial public
offering of the Notes, the public offering price, concession and discount may
be changed.
The Notes are a new issue of securities with no established trading market.
The Corporation has been advised by the Underwriters that they may from time to
time purchase and sell Notes in the secondary market, but they are not
obligated to do so. There can be no assurance that there will be a secondary
market for the Notes or liquidity in the secondary market if one develops. From
time to time, the Underwriters may make a market in the Notes.
The Corporation has agreed to indemnify the several Underwriters against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to contribute to payments the Underwriters may be required to make in
respect thereof.
PS-2
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS PRICING SUPPLEMENT, PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED HEREIN
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION OR BY THE UNDERWRITERS. THIS
PRICING SUPPLEMENT, PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER
THAN THE SECURITIES DESCRIBED IN THIS PRICING SUPPLEMENT, PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS OR ANY OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PRICING SUPPLEMENT,
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
PRICING SUPPLEMENT
<S> <C>
Underwriting............................................................... PS-2
PROSPECTUS SUPPLEMENT
Description of Medium-Term Notes,
Series 2.................................................................. S-2
Taxation................................................................... S-5
Plan of Distribution....................................................... S-7
PROSPECTUS
Available Information...................................................... 2
Incorporation of Documents
by Reference.............................................................. 2
The Corporation............................................................ 3
Use of Proceeds............................................................ 4
Ratio of Earnings to Fixed Charges......................................... 4
Description of the Debt Securities......................................... 4
Plan of Distribution....................................................... 7
Legal Opinions............................................................. 8
Experts.................................................................... 8
</TABLE>
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$100,000,000
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
$100,000,000 6 1/2% MEDIUM-TERM NOTES, SERIES 2, DUE FEBRUARY 15, 2002
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PRICING SUPPLEMENT
February 4, 1997
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LEHMAN BROTHERS
SALOMON BROTHERS INC
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