SOUTHERN NEW ENGLAND TELEPHONE CO
10-Q, 1995-11-08
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  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, 1995.

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934.

  For the transition period from          to         .


  Commission File Number 1-6654


             THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY
       (Exact name of registrant as specified in its charter)

                 Connecticut             06-0542646
       (State or other jurisdiction     (I.R.S. Employer
        of incorporation or             Identification
        organization)                    Number)

     227 Church Street, New Haven, CT        06510
      (Address of principal executive      (Zip Code)
       offices)

                          (203) 771-5200
                  (Registrant's telephone number,
                       including area code)

                          Not applicable
              (Former name, former address and former
               fiscal year, if changed since last report)

  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 .

  THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF SOUTHERN NEW ENGLAND
  TELECOMMUNICATIONS 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).

                                 - 1 -



Form 10-Q - Part I    The Southern New England Telephone Company




                 PART I - FINANCIAL INFORMATION


The  Southern New England Telephone Company ("Telephone Company")
is  a wholly owned telephone operating subsidiary of the Southern
New  England  Telecommunications Corporation ("Corporation")  and
has  its  principal  executive office at 227 Church  Street,  New
Haven, Connecticut 06510 (telephone number (203) 771-5200).

The  condensed financial statements on the following  pages  have
been  prepared  pursuant  to the rules  and  regulations  of  the
Securities and Exchange Commission ("SEC") and, in the opinion of
management, include all adjustments of a normal recurring  nature
necessary for fair presentation for each period shown.  The  1994
financial  statements have been reclassified to  conform  to  the
current  year  presentation.  Certain  information  and  footnote
disclosures normally included in financial statements prepared in
accordance  with  generally accepted accounting  principles  have
been  condensed  or  omitted  pursuant  to  such  SEC  rules  and
regulations.  Management believes that the disclosures  made  are
adequate  to  make  the  information  presented  not  misleading.
Operating results for any interim periods, or comparisons between
interim  periods, are not necessarily indicative of  the  results
that may be expected for full fiscal years.  It is suggested that
these  financial  statements  be read  in  conjunction  with  the
financial  statements and notes thereto included in the Telephone
Company's 1994 Annual Report on Form 10-K.

                                 - 2 -




Form 10-Q - Part I   The Southern New England Telephone Company 


       Condensed Statement of Income and Retained Earnings
                                
                                          (Unaudited)
                          For the 3 Months Ended    For the 9 Months Ended
                               September 30,             September 30,
Dollars in Millions            1995     1994            1995     1994
                                                         
Revenues                                                 
Local service                 $161.8   $156.0         $479.2    $462.3
Network access                  91.8     88.7          276.3     263.9
Intrastate toll                 66.4     72.8          202.0     227.7
Publishing and other            64.0     50.1          174.5     154.2
Total Revenues                 384.0    367.6        1,132.0   1,108.1
                                                         
Costs and Expenses                                       
Operating and maintenance      192.9    190.8          573.3     576.6
Depreciation and amortization   75.6     74.3          225.6     222.0
Taxes other than income         14.0     13.2           40.6      40.4
Total Costs and Expenses       282.5    278.3          839.5     839.0
                                                         
Operating Income               101.5     89.3          292.5     269.1
                                                          

Interest                        13.1     13.2           39.5      40.7
                                                          
Income Before Income Taxes      88.4     76.1          253.0     228.4
                                                          
Income taxes                    32.8     30.7           97.1      92.1
                                                          
Net Income                   $  55.6  $  45.4        $ 155.9  $  136.3
                                                          
Retained Earnings, Beginning  $686.8   $613.1         $648.0    $572.2
 of Period
  Net income                    55.6     45.4          155.9     136.3
  Dividends declared to parent (28.9)   (28.0)         (90.4)    (78.0)
Retained Earnings, End        $713.5   $630.5         $713.5    $630.5
 of Period
                                

The accompanying notes are an integral part of these financial statements.
                                
                                 - 3 -




Form 10-Q - Part I   The Southern New England Telephone Company
                                
                                
                                
                     Condensed Balance Sheet
                                
                                             
Dollars in Millions                    September 30, 1995  December 31, 1994
                                           (Unaudited)   
Assets                                                
Cash and temporary cash investments       $    56.4          $    44.2
Accounts receivable, net of allowance                    
 for uncollectibles of $25.7 and $25.0,
 respectively                                 292.9              267.4
Materials and supplies                         10.2                6.2
Prepaid publishing                             37.4               39.0
Deferred income taxes                          51.9               92.6
Prepaid taxes and other assets                 28.7               11.2
Total Current Assets                          477.5              460.6
Telephone plant, at cost                    4,205.1            4,080.1
Less:  Accumulated depreciation             1,689.6            1,539.2
Telephone Plant, net                        2,515.5            2,540.9
Deferred charges and other assets             189.0              247.3
Total Assets                               $3,182.0           $3,248.8
                                                      
Liabilities and Shareholder's Equity                  
Accounts payable and accrued expenses     $   172.6          $   181.6
Restructuring charge - current                 47.8              145.5
Advance billings and customer deposits         46.2               42.3
Accrued compensated absences                   34.1               34.1
Other current liabilities                      87.2               72.7
Total Current Liabilities                     387.9              476.2
Long-term debt                                746.5              746.3
Deferred income taxes                         410.8              458.6
Restructuring charge - long-term               18.6              114.4
Unamortized investment tax credits             37.7               42.9
Other liabilities and deferred credits        335.9              231.3
Total Liabilities                           1,937.4            2,069.7
Common stock; $12.50 par value;                          
 30,428,596 shares issued and 30,385,900 
 outstanding at each period end               380.4              380.4
Proceeds in excess of par value               152.1              152.1
Retained earnings                             713.5              648.0
Less:  Treasury stock 42,696 shares at                           
 each period end                               (1.4)              (1.4)
Total Shareholder's Equity                  1,244.6            1,179.1
Total Liabilities and Shareholder's        
 Equity                                    $3,182.0           $3,248.8
                                

The accompanying notes are an integral part of these financial statements.
                                

                                 - 4 -

                                
                                
                                
Form 10-Q - Part I   The Southern New England Telephone Company
                                
                                
                Condensed Statement of Cash Flows
                                
                                                       (Unaudited)
                                                  For the 9 Months Ended
                                                      September 30,
Dollars in Millions                                 1995         1994
                                                          
Operating Activities                                      
Net income                                         $155.9       $  136.3
Adjustments to reconcile net income to cash                     
 provided by operating activities:
  Depreciation and amortization                     225.6          222.0
  Restructuring payments                            (61.7)         (41.0)
  Change in operating assets and liabilities, net   (15.8)          (4.3)
  Other, net                                         14.9            7.5
Net Cash Provided by Operating Activities           318.9          320.5
                                                          
Investing Activities                                      
Cash expended for capital additions                (215.8)        (161.1)
Other, net                                             .6           (3.3)
Net Cash Used by Investing Activities              (215.2)        (164.4)
                                                          
Financing Activities                                      
Cash dividends                                      (91.5)         (72.0)
Repayment of long-term debt                            -          (240.0)
Other, net                                             -             (.1)
Net Cash Used by Financing Activities               (91.5)        (312.1)
                                                          
Increase (decrease) in cash and temporary            12.2         (156.0)
 cash investments
                                                          
Cash and temporary cash investments at               44.2          214.5
 beginning of period
                                                          
Cash and Temporary Cash Investments at            $  56.4    $      58.5 
 End of Period                                                 
                                                          
Income Taxes Paid                                 $  94.4    $      86.0
Interest Paid                                     $  36.7    $      45.1
                                

The accompanying notes are an integral part of these financial statements.
                                

                                 - 5 - 



Form 10-Q - Part I   The Southern New England Telephone Company
                                
                  Notes To Financial Statements
                           (Unaudited)

Note 1:  Restructuring Charge

In  December 1993, the Telephone Company recorded a restructuring
charge of $335.0 million before-tax, or $192.7 million after-tax,
to  provide  for  a  comprehensive  restructuring  program.   The
program  included  costs  to be incurred to  facilitate  employee
separations involving approximately 2,400 employees.  The  charge
also  included:   incremental costs of  implementing  appropriate
reengineering  solutions; designing and developing new  processes
and  tools  to  continue  the Telephone  Company's  provision  of
excellent  service; and retraining of the remaining employees  to
help them meet the changing demands of customers.

The  original 1993 restructuring charge and costs incurred during
1994 are summarized as follows:

                                  Balance at    Costs incurred   Balance at
Dollars in Millions              Dec. 31, 1993  during 1994    Dec. 31, 1994
Employee separation costs           $160.0          $38.6         $121.4
Process and systems reengineering    145.0           35.0          110.0
Exit and other costs                  30.0            1.5           28.5
Total                               $335.0          $75.1         $259.9

In April 1995, the Telephone Company ratified a contract with the
Connecticut Union of Telephone Workers ("CUTW") which included  a
voluntary "early-out offer" [see Employee Relations].  The early-
out  offer provided enhanced pension benefits by adding six years
to the age and to the length of service of employees for purposes
of  determining pension and postretirement health  care  benefits
eligibility.   The  employees also had the  option  to  select  a
pension distribution method (e.g.,  lump-sum, monthly pension  or
a  combination of both) at the time of separation.  The early-out
offer was available to the bargaining-unit work force during July
1995  and  approximately 2,600 employees, or 41.4% of  the  total
bargaining-unit work force, accepted the offer.  As a  result  of
the   early-out  offer,  total  employee  separations  under  the
restructuring  program are expected to approximate  up  to  4,000
employees.

The enhanced pension and postretirement benefits under the early-
out offer are expected (from now until June of 1996) to result in
a  total  non-cash charge of approximately $77  million,  net  of
settlement  gains  of approximately $97 million.   In  the  third
quarter  of  1995,  a  non-cash net charge of  $132  million  was
recorded.    The   charge  included  pension   enhancements   and
curtailment  losses of $151 million to reflect the acceptance  of
the  early-out  offer  and settlement gains  of  $19  million  to
account  for  the  estimated lump-sum pension payments  made  for
employee   separations   during  the   third   quarter.    Future
adjustments to the restructuring charge are expected to include a
postretirement curtailment loss of $23 million and  a  settlement
gain  of  $57  million  in  the fourth  quarter  of  1995  and  a
settlement gain of $21 million in the first half of 1996.

A  summary  of  costs  incurred in 1995 under  the  restructuring
program is as follows:

                                For the 3 Months            For the 9 Months
Dollars in Millions     Ended September 30, 1995    Ended September 30, 1995
Employee separation 
 costs                                    $133.8                      $137.8
Process and systems 
 reengineering                              19.7                        53.6
Exit and other costs                         1.6                         2.1
Total Costs Incurred                      $155.1                      $193.5


                                 - 6 -



Form 10-Q - Part I   The Southern New England Telephone Company
                                
                  Notes To Financial Statements
                           (Unaudited)

Note 1:  Restructuring Charge (con't)

Costs  incurred  for employee separations included  payments  for
severance,   unused   compensated  absences   and   health   care
continuation,  as  well  as  the non-cash  net  charge  discussed
previously.   Process  and systems reengineering  costs  included
incremental  costs incurred in connection with the  execution  of
numerous  reengineering  programs involving  network  operations,
customer  service, repair and support processes.  Exit and  other
costs   included  expenses  related  to  the  initial  phase   of
redesigning work space requirements due to downsizing.

To   date,   the   Telephone  Company  has  implemented   network
operations,  customer  service, repair and support  programs  and
developed  new  processes to substantially reduce  the  costs  of
business  while  significantly  improving  quality  and  customer
service.   The  initial installation and ongoing  development  of
these new integrated processes have enabled the Telephone Company
to  increase its responsiveness to customer specific needs and to
eliminate certain current labor-intensive interfaces between  the
existing systems.

As  of  September  30, 1995, approximately 1,540  employees  (660
management and 880 bargaining-unit employees, or 21.0% and  13.6%
of  the  respective  total work force at  the  inception  of  the
restructuring program) left the Telephone Company under severance
plans and retirement incentives.  Of the total, approximately 500
bargaining-unit   employees  left  under  the  early-out   offer.
Approximately  2,110  employees will leave  under  the  early-out
offer  during  the  next three quarters (1,530 employees  in  the
fourth  quarter of 1995 and 580 employees in the  first  half  of
1996).   The Telephone Company staggered separation dates through
June  1996  to  ensure  that service to customers  would  not  be
adversely affected.

The  Telephone Company anticipates savings of approximately  $120
million  from  total employee separations since the inception  of
the  restructuring program. These savings are  net  of  costs  of
permanent  and  provisional employees filling core positions  and
positions  in  areas  being reengineered.  To  date,  savings  of
approximately $40 million have been realized.  These  anticipated
savings will also be substantially offset by costs related to the
growth  in  business,  the construction of  I-SNET  (a  statewide
information superhighway) and the cost of adding other  employees
with different skills.

Cash expenditures for the restructuring program are estimated  to
be  $95  million and $85 million in 1995 and 1996,  respectively.
The  early-out offer will be funded primarily by the pension  and
postretirement  plans.  Incremental capital expenditures  related
to  the  restructuring program approximated $20 million  for  the
first  nine  months  of  1995.   These  items  were  recorded  in
property,  plant  and  equipment and  will  result  in  increased
depreciation  expense  in future years.   The  Telephone  Company
currently  anticipates total incremental capital expenditures  of
approximately $50 million over the remaining life of the program.

The Telephone Company determined that no additional provision for
employee  separations is required as a result of  evaluating  the
net  impact  of the early-out offer on the restructuring  charge.
The  response to the early-out offer also accelerated work  force
level objectives, therefore; the utilization of the restructuring
charge  is expected to be completed in 1996.  It is also expected
that  shifts within reserve categories may occur.  The  Telephone
Company  believes that the restructuring charge balance of  $66.4
million   as  of  September  30,  1995  plus  the  expected   net
adjustments  of approximately $55 million, discussed  previously,
are   adequate  for  future  estimated  costs  under   the   1993
restructuring program.

                                 - 7 -



Form 10-Q - Part I   The Southern New England Telephone Company


                  Notes To Financial Statements
                           (Unaudited)

Note 2:  Income Taxes

In  the  second quarter of 1995, new state income tax rates  were
enacted  to  accelerate  the reduction  of  current  rates.   The
current  state income tax rate of 11.25% will gradually  decrease
to   7.5%  in  2000.   In  accordance  with  regulatory  and  tax
accounting,  the Telephone Company's regulatory and deferred  tax
assets  and  liabilities  were appropriately  adjusted  for  this
change with no resulting impact to income tax expense.

Note 3:  Litigation

On  June  14, 1995, a U.S. District Court decision was issued  in
favor of the Department of Labor against the Corporation and  the
Telephone  Company.  The decision held that the  Corporation  and
the Telephone Company violated certain sections of the Fair Labor
Standards  Act  and  were liable for back  wages  and  liquidated
damages.   A  decision assessing the exact amount to be  paid  to
employees is pending.  The Corporation and the Telephone  Company
are  appealing this decision.  The Telephone Company has recorded
a  liability  of $11.0 million as its anticipated cost  of  total
damages  for this and other litigation matters, which was charged
to  operating and maintenance expenses in the second  quarter  of
1995.

                                 - 8 -




Form 10-Q - Part 1   The Southern New England Telephone Company

        Management's Discussion and Analysis of Financial
               Condition and Results of Operations

Comparison  of  nine months ended September  30,  1995  vs.  nine
months ended September 30, 1994

Revenues and Sales

Local  service  revenues increased $16.9 million,  or  3.7%,  due
primarily  to  growth  experienced in access  lines  in  service.
Access  lines in service grew 2.9% to approximately 2,055,700  at
September 30, 1995 from approximately 1,996,900 at September  30,
1994.   Also  contributing  to  the  increase  in  local  service
revenues  was  an increase in subscriptions to premium  services,
such  as  SmartLink[R].  In addition, revenues from  maintenance  of
inside  wiring for residence customers increased due to increased
rates effective January 1995.

Network access revenues, generated primarily from interstate  and
intrastate   services,   increased  $12.4   million,   or   4.7%.
Interstate  access revenues increased $5.5 million due  primarily
to  an increase in interstate minutes of use of approximately  5%
and  growth  in access lines in service, discussed above.   These
increases were partially offset by decreases in interstate access
tariff rates.  These decreases, effective July 1, 1994 and August
1,  1995, were in accordance with the Telephone Company's  annual
FCC  filings  under  price  cap regulation  for  1994  and  1995,
respectively.  In addition, intrastate access revenues  increased
$6.9  million due primarily to an increase in intrastate  minutes
of  use as a result of growth in competition for intrastate long-
distance services.

Intrastate  toll revenues, which include revenues primarily  from
toll  and WATS services, decreased $25.7 million, or 11.3%.  Toll
message revenues decreased $19.7 million due primarily to reduced
intrastate toll rates and decreased volume.  The decline in rates
was  attributable to the introduction of several discount calling
plans  in  1994 that provide competitive options to business  and
residence   customers.   Toll  message  volume   decreased   3.7%
primarily  as a result of increased competition offset  partially
by  the migration of customers from WATS services.  WATS revenues
decreased  $4.6  million due primarily to  lower  message  volume
resulting from the shift to lower priced services and the  impact
of competition.

Publishing and other revenues increased $20.3 million, or  13.2%.
Publishing  and  other revenues include:  directory  advertising;
billing and collections and other non-access services rendered on
behalf  of  interexchange carriers; provision for  the  Telephone
Company's  uncollectible accounts receivable;  and  miscellaneous
revenues.   Other  non-access  services  rendered  on  behalf  of
interexchange  carriers,  interest  income  from  invested   cash
balance and lower provision for uncollectible accounts receivable
for  the  Telephone Company's residence, business  and  directory
customers contributed to the increase in other revenues.

Operating and Maintenance

Operating  and  maintenance expenses are comprised  primarily  of
employee-related  costs, including wages and benefits.   Cost  of
services  and  general and administrative expenses represent  the
remaining  portion of these expenses.  Operating and  maintenance
expenses  decreased  $3.3 million, or 0.6%.  Excluding  an  $11.0
million  before-tax  charge associated  primarily  with  a  court
ruling on the Telephone Company's labor practices, operating  and
maintenance expenses decreased $14.3 million, or 2.5%.


                                 - 9 -



Form 10-Q - Part I   The Southern New England Telephone Company



        Management's Discussion and Analysis of Financial
               Condition and Results of Operations
                                
                                
Comparison  of  nine months ended September  30,  1995  vs.  nine
months ended September 30, 1994
  
  
Operating and Maintenance (cont.)
  
Operating  and  maintenance expenses, excluding  employee-related
costs  and  the  litigation charge, decreased  approximately  $17
million.   The  decrease  was due primarily  to  cost-containment
efforts in areas such as contract services and publishing.

Employee-related  costs increased approximately  $3  million  due
primarily  to  a  5.0%  wage  rate increase  for  bargaining-unit
employees effective October 1994 in accordance with the 1992 CUTW
contract, and to a lesser extent, an average 4.0% salary increase
for  management employees effective April 1994.  The impact of  a
2.2%  decrease in the average work force partially  offset  these
increases. Cost savings associated with the restructuring program
are  anticipated  to continue as additional employee  separations
are expected to occur through June 1996 [see Note 1].

Depreciation and Amortization
  
Depreciation and amortization expense increased $3.6 million,  or
1.6%.  This  increase  was due primarily to revised  depreciation
rate  schedules for the Telephone Company's intrastate plant,  as
approved by the Connecticut Department of Public Utility  Control
("DPUC"),  effective January 1, 1995.  Higher levels of property,
plant and equipment also contributed to the increase.

Interest Expense

Interest expense decreased $1.2 million, or 2.9% due primarily to
a  decrease  in  average debt outstanding  of  approximately  $43
million.

Income Taxes

The  combined federal and state effective tax rate for  1995  was
38.4% compared with 40.3% for 1994. Income taxes in 1995 included
an  adjustment made to reflect the settlement of tax matters.  In
addition,  a  state income tax credit was recognized  related  to
personal   property  taxes  paid  on  certain   data   processing
equipment.

                                 - 10 -




Form 10-Q - Part I   The Southern New England Telephone Company


        Management's Discussion and Analysis of Financial
               Condition and Results of Operations
                                
Comparison of balances as of September 30, 1995 vs. December 31, 1994

Accounts receivable

Accounts  receivable  increased $25.5 million  due  primarily  to
timing  of  cash collections of the Telephone Company's  accounts
receivable.

Deferred income taxes

Deferred income taxes (current asset) decreased $40.7 million due
primarily  to  costs incurred during 1995 under the restructuring
program [see Note 1].

Prepaid taxes and other assets

Prepaid  taxes  and  other  assets increased  $17.5  million  due
primarily to an increase in prepaid property taxes.  The increase
in  prepaid property taxes is a result of the Telephone Company's
annual  payment  of  property taxes in March 1995.   The  prepaid
property taxes will be amortized over the remainder of 1995.

Deferred charges, leases and other assets

Deferred  charges,  leases  and  other  assets  decreased   $58.3
million.  In  connection with the early-out offer, a net  pension
curtailment   loss  was  recognized  and  charged   against   the
restructuring reserve in the third quarter of 1995 [see Note  1].
This   adjustment  resulted  in  the  reclassification   of   the
bargaining-unit  prepaid  pension asset  to  an  accrued  pension
liability.  A decrease in the regulatory asset, due mainly as the
result of the change in state tax rates, also contributed to  the
decrease.

Other liabilities and deferred credits

Other  liabilities and deferred credits increased $104.6  million
due  primarily  to  an increase in the accrued pension  liability
caused  by  the  reclassification of the bargaining-unit  prepaid
pension asset to an accrued liability discussed previously.

Liquidity and Capital Resources

The  Telephone  Company generated cash flows from  operations  of
$318.9 million during the nine months ended September 30, 1995 as
compared  with  $320.5  million  during  the  nine  months  ended
September 30, 1994.  The primary use of corporate funds continued
to be capital expenditures.

For  the  nine  months  ended September 30,  1995,  cash  outlays
related  to the Telephone Company's restructuring charge recorded
in December 1993 amounted to $61.7 million.  Substantially all of
the  expenditures  related  to  incremental  costs  incurred  for
executing numerous reengineering programs during the first  three
quarters of 1995.  These expenditures were funded from cash flows
from  operations.  Management anticipates that cash  expenditures
for  the  restructuring program will approximate $95 million  and
$85  million in 1995 and 1996, respectively, and will  be  funded
from operations. The early-out offer will be funded primarily  by
the pension and postretirement plans.
                                
                                 - 11 -



Form 10-Q - Part I   The Southern New England Telephone Company
                                

        Management's Discussion and Analysis of Financial
               Condition and Results of Operations

Competition

On May 26, 1994, Public Act 94-83 ("Act") was enacted providing a
new  regulatory  framework for the Connecticut telecommunications
industry.  The Act, which took effect on July 1, 1994, represents
a   broad   strategic   response  to  the  changes   facing   the
telecommunications industry in Connecticut based on  the  premise
that  broader participation in the Connecticut telecommunications
market  will  be more beneficial to the public than will  broader
regulation.    The   Act  opens  Connecticut   telecommunications
services  to  full  competition, including  local  phone  service
currently  provided  primarily  by  the  Telephone  Company,  and
encourages the DPUC to adopt alternative forms of regulation  for
telephone  companies,  including  the  Telephone  Company's  non-
competitive and emerging competitive services.
                                
The   DPUC  has  conducted,  and  is  conducting,  a  number   of
proceedings,  in  two  phases, to  implement  the  Act.   In  the
competitive  phase, the DPUC addressed competition in  the  areas
of:   local  exchange service; alternative operator services  and
customer owned coin operated telephone service; universal service
and  lifeline program policy issues; unbundling of local exchange
carriers' ("LECs") local networks; and reclassification of  LECs'
products and services into competitive, emerging competitive  and
non-competitive  categories.  During the  alternative  regulation
phase, currently underway, the Telephone Company submitted to the
DPUC  on  June 19, 1995 an alternative regulation plan that  will
replace rate of return regulation with price regulation for  non-
competitive  and emerging competitive services.   The  plan  also
indicates that the Telephone Company will not increase the  price
of  local  service  before  1998.  In addition,  the  alternative
regulation phase will involve a complete financial review of  the
Telephone  Company  and  will address cost  of  service,  capital
recovery  and service standards.  A final decision from the  DPUC
is expected in early 1996.

At  this time, four telecommunication providers have been granted
a  certificate  of  public convenience and  necessity  for  local
service  and two additional applications are pending  before  the
DPUC.   In addition, on October 26, 1995, AT&T publicly announced
that  it  will apply with the DPUC to provide local phone service
throughout  most  of  Connecticut.  AT&T  is  expected  to  be  a
formidable provider of local phone service initially to  business
customers.    The   effect  of  increased  competition   on   the
Corporation's results of operations cannot be predicted  at  this
time.    While   some  customers  will  purchase  services   from
competitors,  the Corporation expects that usage of  its  network
will  increase and that increased network revenues will partially
offset  loss of revenues from end-user customers.  Local  service
competition  is  expected to begin by the end of 1995  under  the
framework   resulting  from  the  state  regulation   initiatives
currently underway.

Since  the  July  1, 1993 effective date of "10XXX"  competition,
over  70 telecommunications providers have received approval from
the  DPUC to offer "10XXX" or other competitive intrastate  long-
distance services.  In addition, over 40 companies have filed for
initial certificates of public convenience and necessity and  are
awaiting  DPUC  approval.  Increasing competition  in  intrastate
long-distance  service and the Telephone Company's  reduction  in
intrastate toll rates will continue to place significant downward
pressure  on the Telephone Company's intrastate toll revenues  as
will  the  implementation of intrastate equal  access,  which  is
required  to  be implemented for all dual preferred interexchange
carrier  capable switches no later than December 1, 1996.   Since
the  introduction  of  "10XXX" competition, major  carriers  have
increased  their  marketing  efforts  in  Connecticut   to   sell
intrastate   long-distance  services  primarily  to   residential
customers.   In response to major carriers and other competitors'
efforts,  the  Telephone  Company  has  undertaken  a  number  of
initiatives.  The Telephone Company remains focused on  providing
excellent  customer  service and quality products  and  has  made
several  changes  to  its product lines.   Throughout  1995,  the
Telephone

                                 - 12 -



Form 10-Q - Part I   The Southern New England Telephone Company
                                

        Management's Discussion and Analysis of Financial
               Condition and Results of Operations

Company  has enhanced several discount calling plans in its  High
Volume   Discount  Toll  service  offering.   Additionally,   the
Telephone  Company,  working  with its  affiliate  SNET  America,
realigned its discount and rate structures to provide Connecticut
customers with SNET All Distance[R], a seamless toll service product
line  which includes a discount structure that can be applied  to
intrastate, interstate and international calling each month.

Management  expects  to  see continued movement  toward  a  fully
competitive   telecommunications   marketplace,   both   on    an
interexchange  and intraexchange basis.  The Telephone  Company's
ability to compete is dependent upon regulatory reform that  will
allow pricing flexibility to meet competition and provide a level
playing  field with similar regulation for similar  services  and
with  reduced  regulation  to  reflect  an  emerging  competitive
marketplace.  The Act and regulatory proceedings that  flow  from
it should produce a telecommunications marketplace in Connecticut
that,  by  providing equal opportunity to all  competitors,  will
work to benefit Connecticut consumers.
                                
Federal Regulation Initiatives

In  1995,  the FCC adopted an interim plan for interstate  access
rates  requiring  the  LECs  to incorporate  higher  productivity
targets  into  their rates.  The interim plan  requires  LECs  to
choose  from  among three productivity factors:   4.0%,  4.7%  or
5.3%.   These  factors are subtracted from inflation-based  price
increases   allowed   each   year  to  account   for   increasing
productivity.  If either the 4.0% or 4.7% factor is chosen,  LECs
must  share  50% of earnings above a 12.25% rate of  return.   In
addition,  all  earnings above 13.25% and  16.25%,  respectively,
will be returned.  If the 5.3% factor is chosen, all earnings can
be retained without sharing.  In addition, companies are required
to reinitialize their price cap index ("PCI") on a one-time basis
by  reducing  the PCI by 0.7% for each prior year in  which  they
elected the 3.3% factor. The maximum PCI reduction over the  four
year  price  cap period would therefore be 2.8%.   The  Telephone
Company  has elected a 3.3% productivity factor each  year  since
entering   price  cap  regulation  in  1991.   Accordingly,   the
Telephone Company is required to reinitialize its PCI downward by
2.8%.

In  September 1995, the FCC released a Further Notice of Proposed
Rulemaking  that  sought comment on changes  to  the  established
price  cap  plan  including productivity  measurements,  sharing,
common line formula and exogenous costs.  The FCC is expected  to
adopt new price cap rules in 1996.

The  Telephone  Company's  1995 annual interstate  access  tariff
filing  under  price cap regulation took effect August  1,  1995.
The Telephone Company elected a 4.0% productivity factor and will
be  allowed  to  earn up to a 12.25% interstate  rate  of  return
annually before any sharing is required.  This filing is expected
to  decrease  interstate network access revenues by approximately
$10  million  for  the period August 1, 1995 to  June  30,  1996.
Management expects this decrease to be at least partially  offset
by increased demand.

On  September 1, 1995, the Telephone Company filed a  request  to
amend its previously approved application to expand its marketing
trial  of  providing  video  dialtone service  to  an  additional
150,000  homes  in  two  counties in  Connecticut.   In  the  new
application, the Telephone Company focused on key issues  related
to providing capacity to video programmers at a time when digital
capacity is not commercially viable or technically available.

                                 - 13 -



Form 10-Q - Part I   The Southern New England Telephone Company
                                

        Management's Discussion and Analysis of Financial
               Condition and Results of Operations

Effects of Regulatory Accounting

The Telephone Company gives accounting recognition to the actions
of  regulatory  authorities where appropriate, as  prescribed  by
Statement  of  Financial  Accounting Standards  ("SFAS")  No.  71
"Accounting  for  the  Effects of Certain Types  of  Regulation."
Under  SFAS No. 71, the Telephone Company records certain  assets
and  liabilities  because  of actions of regulatory  authorities.
More   significantly,   amounts   charged   to   operations   for
depreciation   expense  reflect  estimated  lives   and   methods
prescribed by regulatory authorities rather than those consisting
of  useful  and  economic  lives that might  otherwise  apply  to
unregulated enterprises.

On  February 10, 1995, the Telephone Company filed with the  DPUC
its   depreciation  reserve  studies  indicating  its  intrastate
deficiency in accumulated depreciation could be as much  as  $744
million  based  on  telecommunications  plant  investment  as  of
January  1, 1995.  On November 3, 1995, the DPUC issued  a  draft
decision   on  the  reasonableness  of  the  intrastate   reserve
deficiency.  Recognizing that the Telephone Company faces an open
competitive market and its effect on asset lives, the DPUC  found
an intrastate reserve deficiency of $587 million to be reasonable
for recovery.  The remaining portion of the reserve deficiency of
$157 million should continue to be recovered over the established
remaining  life of the related assets.  While the draft  decision
seeks  to  quantify  the Telephone Company's  intrastate  reserve
deficiency,   the  method  of  recovery  will  be  addressed   in
subsequent  proceedings  on  the  Telephone  Company's  financial
condition  and  alternative, incentive-based  regulation.   These
proceedings  are  currently scheduled  by  the  DPUC  during  the
remainder of 1995 with a decision expected in 1996.

In  the  event  that the Telephone Company no  longer  meets  the
criteria for following SFAS No. 71, the accounting impact to  the
Telephone  Company would be an extraordinary non-cash  charge  to
operations of a material amount. The Telephone Company  continues
to  review  the  criteria  set forth  in  SFAS  No.  71  and  has
determined  that  the continuing application  of  the  regulatory
accounting standard is appropriate at this time.

Employee Relations

On  April 21, 1995, a new labor contract was ratified by  members
of the CUTW.  As part of the new contract, a voluntary "early-out
offer"  was  available to bargaining-unit employees  during  July
1995 and subsequent dates, when considered necessary, during  the
life  of  the contract.  The early-out offer provides  additional
incentives in the form of enhanced pension benefits.  Bargaining-
unit  employees  leaving under the offer will  receive  increased
pensions  of  between 35% and 45%.  CUTW members who remain  with
the  Telephone Company will receive a 4.0% wage rate increase  in
January  1996 and a 3.0% wage rate increase in both January  1997
and January 1998.  In addition, the contract also provides a sign-
on  bonus and health benefit and pension enhancements.   The  new
labor  agreement will expire on August 8, 1998.  The contract  is
intended  to  keep  layoffs  to  a  minimum  while  enabling  the
Telephone   Company  to  position  itself  to   meet   increasing
competition through downsizing efforts.
                                
                                 - 14 -




Form 10-Q - Part II   The Southern New England Telephone Company
                                
                                
                  PART II  -  OTHER INFORMATION
                                
                                
Item 1.  Legal Proceedings
       
         There were no material developments in the third
         quarter of 1995.

Item 6.  Exhibits and Reports on Form 8-K
       
    (a)  Exhibits
       
         (27) Financial Data Schedule
       
    (b)  Reports on Form 8-K
       
         On  July  25, 1995, the Telephone Company filed a  report
         on   Form  8-K,  dated  July  24,  1995  announcing   the
         Corporation's  financial results for the  second  quarter
         of 1995.
       
         On  October  24,  1995,  the Telephone  Company  filed  a
         report  on  Form  8-K, dated October 23, 1995  announcing
         the   Corporation's  financial  results  for  the   third
         quarter of 1995.
      
                                 - 15 -




Form 10-Q - Part II   The Southern New England Telephone Company





                           SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                     The Southern New England Telephone Company


November 8, 1995



                                            /s/ J. A. Sadek
                                                J. A. Sadek
                                       Vice President and Comptroller





                                






                                 - 16 -


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
3RD QUARTER 1995 FORM 10-Q OF THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY
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-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                          56,400
<SECURITIES>                                         0
<RECEIVABLES>                                  318,600
<ALLOWANCES>                                    25,700
<INVENTORY>                                     10,200
<CURRENT-ASSETS>                               477,500
<PP&E>                                       4,205,100
<DEPRECIATION>                               1,689,600
<TOTAL-ASSETS>                               3,182,000
<CURRENT-LIABILITIES>                          387,900
<BONDS>                                        746,500
<COMMON>                                       380,400
                                0
                                          0
<OTHER-SE>                                     864,200
<TOTAL-LIABILITY-AND-EQUITY>                 3,182,000
<SALES>                                              0
<TOTAL-REVENUES>                             1,132,000
<CGS>                                                0
<TOTAL-COSTS>                                  839,500
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              39,500
<INCOME-PRETAX>                                253,000
<INCOME-TAX>                                    97,100
<INCOME-CONTINUING>                            155,900
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   155,900
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

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