UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, DC  20549
                           FORM 10-K
(Mark One)

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934.
    For the fiscal year ended December 31, 1997.

  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 1-9157

      SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
    (Exact name of registrant as specified in its charter)

                Connecticut                    06-1157778
   (State or other jurisdiction of        (I.R.S. Employer
   incorporation or organization)         Identification Number)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class           Name of each exchange on
                              which registered
                              
Common stock-par value $1     New York and Pacific Stock
per share                     Exchanges
                              
Rights to purchase common     New York and Pacific Stock
stock                         Exchanges
(Currently traded with        
common stock)

Securities registered pursuant to Section 12(g) of the Act:  None

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 .

Indicate  by  check  mark if disclosure  of  delinquent  filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and  will  not  be  contained,  to  the  best  of  registrant's
knowledge,   in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or  any
amendment to this Form 10-K. X

At the settlement date of February 27, 1998, 67,292,621 common 
shares were outstanding.

At the settlement date of February 27, 1998, the aggregate market 
value of the voting stock held by non-affiliates was $4,244,461,433.

              DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's combined 1997 Annual Report to Shareholders 
and Proxy Statement dated March 26, 1998 issued in connection with the 
1998 Annual Meeting of Shareholders [Part II and Part III]

                               1


                        TABLE OF CONTENTS
                                
                                
Item                                                                  Page
                                                        
                              PART I                       
                                                        
1.    Business...........................................................3
                                                        
2.    Properties........................................................13
                                                        
3.    Legal Proceedings.................................................14
                                                        
4.    Submission of Matters to a Vote of Security Holders...............14 
                             
                             PART II
                                                        
5.    Market for the Registrant's Common Stock and Related
        Stockholder Matters.............................................14
                                                        
6.    Selected Financial Data...........................................15
                                                        
7.    Management's Discussion and Analysis of Financial Condition
        and Operating Results...........................................15
                                                        
8.    Financial Statements and Supplementary Data.......................15
                                                        
9.    Changes in and Disagreements with Accountants on 
        Accounting and Financial Disclosure.............................15
                             
                            PART III
                             
10.   Directors and Executive Officers of the Registrant................15
                                                        
11.   Executive Compensation............................................15
                                                        
12.   Security Ownership of Certain Beneficial Owners and
       Management.......................................................15
                                                        
13.   Certain Relationships and Related Transactions....................15

                             PART IV
                             
14.   Exhibits, Financial Statement Schedule, and Reports on Form 8-K...17
                                                        
                                
See page 16 for "Executive Officers of the Registrant"
                                
                               2


                             PART I


Item 1.  Business

                             GENERAL

Southern     New    England    Telecommunications     Corporation
("Corporation") was incorporated in 1986 under the  laws  of  the
State  of Connecticut and has its principal executive offices  at
227 Church Street, New Haven, Connecticut 06510 (telephone number
(203)  771-5200).  The Corporation is a holding  company  engaged
through   its  wholly-owned  subsidiaries  in  telecommunications
services   principally  in  Connecticut  with  expanded  cellular
services  in  Rhode  Island and portions of  Massachusetts.   The
Corporation    has    business    units    in    the    following
telecommunications  product  groups:   wireline;  wireless;   and
information  and entertainment.  Wireline includes  The  Southern
New  England Telephone Company ("Telephone Company") and Woodbury
Telephone  Company  ("Woodbury"),  acquired  in  1997,  providing
telecommunications  services in Connecticut; SNET  America,  Inc.
("SAI"),   providing  national  and  international  long-distance
services  to  Connecticut customers; and SNET Diversified  Group,
Inc.,  providing  premium  telecommunications  services  and  the
selling  and  leasing of communications equipment to  residential
and  business  customers.  Wireless includes SNET Cellular,  Inc.
and  SNET Mobility, Inc., providing retail and wholesale cellular
services,  personal communications, equipment  sales  and  paging
resale  services.   Information and entertainment  includes  SNET
Information  Services,  Inc. (providing publishing  and  internet
services)  and  SNET  Personal  Vision,  Inc.  (providing   cable
television service).  Other business activities include SNET Real
Estate,   Inc.  (engaging  in  leasing  commercial  real   estate
primarily  to  affiliates) and the holding company  (engaging  in
financial  and  strategic planning for the  Corporation  and  its
subsidiaries).

In  1997,  approximately  67%  of the Corporation's  consolidated
revenues  and  sales  were derived from the  Telephone  Company's
telecommunications services and approximately  11%  were  derived
from  wireless sales.  The remainder was derived principally from
directory publishing operations, national and international long-
distance  services,  the  activities of the  Corporation's  other
subsidiaries,  and activities associated with  the  provision  of
facilities  and  non-access services to  interexchange  carriers.
Approximately  68% of the operating revenues from  the  Telephone
Company's   telecommunications  services  were  attributable   to
intrastate   operations,  with  the  remainder  attributable   to
interstate access services.

The  number  of  access  lines in service grew  to  2,286,000  at
December  31, 1997 (including approximately 21,000 lines acquired
in the Woodbury purchase) from 2,163,000 at December 31, 1996, an
increase  of 5.7%.  The increase excluding the Woodbury  purchase
was  4.7%.   The increase included significant growth in  Centrex
business lines and second residential lines.  The network  access
lines   provided  by  the  Telephone  Company  and  Woodbury   to
customers'  premises can be interconnected with the access  lines
of  other  telephone  companies in the  United  States  and  with
telephone  systems in most other countries.  The following  table
sets  forth the number of network access lines in service at  the
end of each year:

Network Access Lines in                                       
 Service (thousands):      1997    1996   1995    1994    1993
Residence                 1,513   1,444  1,415   1,379   1,355
Business                    773     719    658     630     609
Total                     2,286   2,163  2,073   2,009   1,964

                                   
                               3


Planned Merger

On January 4, 1998, the Corporation's Board of Directors approved
a    definitive   merger   agreement   ("Agreement")   with   SBC
Communications Inc. ("SBC") whereby the Corporation will become a
wholly-owned   subsidiary  of  SBC.   The  Board's  deliberations
focused   on   the  complementary  strengths  and  the   possible
advantages  of a combination.  Under the original  terms  of  the
Agreement, each share of the Corporation's common stock was to be
exchanged for 0.8784 shares of SBC common stock.  On January  30,
1998, SBC announced a two-for-one stock split, which modified the
exchange  ratio  to 1.7568.  The transaction is  intended  to  be
accounted  for  as  a  pooling-of-interests  and  as  a  tax-free
reorganization  under the applicable provisions of  the  Internal
Revenue  Code.  In addition, the Agreement does not  require  any
changes to the Corporation's quarterly dividend prior to closing.

The  process leading to the Board's adoption of the merger  began
in  late 1996 with a review of strategic goals in the context  of
rising  costs  (including non-recurring items such as  Year  2000
costs)  and  a  rapidly changing regulatory  environment.   As  a
result  of  this review, the Board concluded that the Corporation
would  need to substantially increase the scale and scope of  its
operations in order to continue to compete successfully and in  a
cost-effective    manner   in   the   increasingly    competitive
telecommunications  industry, and to provide customers  with  the
broad  range  of  telecommunications products and  services  they
would  demand and to meet the goals of its shareholders.   During
1997,   management  explored  possibilities  for  various   joint
ventures and business alliances in specific product areas with  a
view toward increasing the scale and scope of operations.  In the
fall  of 1997, management ultimately concluded that a combination
with  a major telecommunications company was the best alternative
in  order  to  achieve the Corporation's strategic and  financial
objectives.

The  merger  has been reviewed by the U.S. Department of  Justice
and must still be approved by the Corporation's shareholders, the
Connecticut Department of Public Utility Control ("DPUC") and the
Federal  Communications Commission ("FCC").  The  Corporation  is
currently  authorized  to provide interexchange  services  in  46
states.   For  the majority of these states these  authorizations
have  been  utilized solely to provide calling card  services  to
Connecticut-based  customers traveling in the respective  states.
The Corporation does, however, provide long-distance service to a
small  number  of customers in states where SBC is  an  Incumbent
Local Exchange Carrier ("ILEC").  The Corporation may be required
to  modify  or withdraw its interexchange authorizations  in  the
states where SBC is an ILEC.  In addition, authorizations may  be
required  from a number of other states to allow the  Corporation
to  transfer  its existing long-distance authorizations  to  SBC.
Once the necessary approvals are obtained, the merger is expected
to close by December 31, 1998.

Management  believes that the merger with  SBC  is  in  the  best
interest  of  shareholders because it offers them the opportunity
of  becoming  investors in a company with global presence  and  a
track   record  of  success  in  growing  long-term   value   for
shareholders.  In addition, the merger will likely strengthen the
Corporation's ability to compete in the increasingly  competitive
telecommunications industry.

                               4


Corporate Restructure

In  a  decision  issued  June 25, 1997,  the  DPUC  approved  the
Corporation's proposal to establish separate wholesale and retail
organizations [see Regulatory Matters - State].  As a result, the
Telephone Company will become an ILEC, providing network services
and   functionality  to  retail  providers  under  the  wholesale
provisions of the Federal Telecommunications Act of 1996 ("Act").
The  Telephone  Company  will  be treated  as  a  public  service
company, and will continue to be subject to alternative forms  of
regulation.  In a separate order, SNET America, Inc.  ("SAI"),  a
subsidiary  of  the Corporation, was certified to  operate  as  a
competitive  local  exchange carrier  ("CLEC"),  allowing  it  to
provide  competitive retail service to customers  with  the  same
flexibility  as  all other CLECs in the state.  As  part  of  the
DPUC's  decision allowing the restructure, Connecticut  customers
must  choose  their  local  exchange  provider  via  a  balloting
process.  Until balloting is complete, the Telephone Company  and
SAI  will jointly offer retail telecommunication services to  the
public.  Once the balloting process is completed, SAI will become
the  sole  provider  of retail service for the  Corporation.   In
addition,  as  part of the restructure, the directory  publishing
operations  were incorporated into a separate subsidiary  of  the
Corporation on January 1, 1998.


                            WIRELINE

The Southern New England Telephone Company

The  Southern  New  England Telephone Company, a  local  exchange
carrier, was incorporated in 1882 under the laws of the State  of
Connecticut   and  is  engaged  in  providing  telecommunications
services  in Connecticut, subject to various forms of regulation.
These  telecommunications services include:  local and intrastate
toll  services;  network access service, which  links  customers'
premises  to the facilities of other carriers; and other services
such  as  digital transmission of data and transmission of  radio
and television programs, packet switched data network and private
line services.

The  Telephone Company is subject to the jurisdiction of the  FCC
with  respect to interstate rates, services, access  charges  and
other matters, including the prescription of a uniform system  of
accounts.   The FCC also prescribes the principles and procedures
(referred  to  as  "separations  procedures")  used  to  separate
investments, revenues, expenses, taxes and reserves  between  the
interstate  and intrastate jurisdictions.  In addition,  the  FCC
has   adopted  accounting  and  cost  allocation  rules  for  the
separation    of    costs   of   regulated   from   non-regulated
telecommunications  services for interstate ratemaking  purposes.
The  Telephone  Company's interstate access  services  have  been
subject  to price cap regulation since January 1991.  Price  caps
are  a  form of incentive regulation to limit prices and  improve
productivity.

The  Telephone Company, in providing telecommunications  services
in  Connecticut, is subject to regulation by the DPUC, which  has
jurisdiction  with respect to intrastate rates and  services  and
other  matters such as the approval of accounting procedures  and
the  issuance of securities.  The DPUC has adopted accounting and
cost allocation rules for intrastate ratemaking purposes, similar
to  those  adopted  by the FCC, for the separation  of  costs  of
regulated  from  non-regulated activities.   In  1996,  the  DPUC
replaced  the  Telephone  Company's traditional  rate  of  return
regulation  with  alternative  (price-based)  regulation  to   be
employed   during   the  transition  to  full  competition   [see
Regulatory Matters - State].

                               5


As a result of legislative and regulatory reform, the Corporation
continues  to experience an increasingly competitive environment.
Competitors  include companies that construct and  operate  their
own  communications  systems and networks and/or  companies  that
resell  the telecommunications systems and networks of underlying
carriers.

In  1997,  major  interexchange carriers continued  to  intensify
their marketing efforts to sell intrastate long-distance services
since  the  Telephone Company's full implementation of intrastate
equal access.  Since the introduction of intrastate long-distance
toll  competition, in excess of 230 telecommunications  providers
have  received  approval from the DPUC to offer intrastate  long-
distance  services with an additional 70 filed and awaiting  DPUC
approval.   The  reduction  in  intrastate  toll  rates  and  the
increasingly competitive intrastate toll market continue to place
significant   downward  pressure  on  the   Telephone   Company's
intrastate toll revenues.

Thirty-five   telecommunications  providers  have  been   granted
approvals  for  local service and twelve additional  applications
are  pending  before  the DPUC.  These providers  began  offering
local  exchange  service  to business and  residential  customers
throughout  the  state.  There has been growth in  local  service
competition   in   1997   and  continued  growth   is   expected,
particularly  upon  commencement of the  DPUC-mandated  balloting
process  [see Regulatory Matters - State], however, the financial
impact cannot be predicted at this time.  Based on existing state
and  federal  regulations,  the  Corporation  expects  that  many
competitors will resell the Telephone Company's network and  that
increased  network  access  revenues will  offset  a  significant
portion   of   local  service  revenues  lost   to   competition.
Management   supports   bringing  customers   the   benefits   of
competition  and  affording all competitors  the  opportunity  to
compete fairly under reduced regulation.
 
The Corporation'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.   In  addition, the Corporation's  restructure
into  wholesale  and  retail affiliates will  provide  additional
flexibility  to  compete  at  the retail  level  [see  Regulatory
Matters - State].

The  competitive  environment also allows opportunities  for  the
Corporation  to continue to increase its provision of interstate,
international long-distance and cable television services.

SNET America, Inc.

SAI  was  incorporated in 1993 under the laws  of  the  State  of
Connecticut.   SAI  resells a complete range  of  interstate  and
international  long-distance services to  Connecticut  customers,
including  calling  card  and "800" service,  along  with  volume
discount  plans  such  as SNET All Distance Simple  Solutions,  a
calling plan for small business and residence customers.

Currently,  SAI  and  the  Telephone Company  jointly  sell  toll
services.  This enables the Corporation to satisfy its customers'
long-distance  calling  needs with  a  single  point  of  contact
through  SNET All Distance[R], a seamless toll service product  line
which  provides  discount calling plans that include  intrastate,
interstate  and  international calling.  The joint  marketing  as
SNET All Distance[R] has produced such features as one-second rating
and  one  bill for all toll calls.  The migration of  Connecticut
customers  to  wireline's  bundled  calling  plans  resulted   in
significant growth for interstate and international long-distance
services.

As  previously discussed, the DPUC has granted SAI the  authority
to operate as a CLEC in the state of Connecticut and as a result,
SAI  will be able to provide competitive retail services  to  end
user  customers with the same regulatory and pricing  flexibility
as  all  other  CLEC's  in the state [see  Regulatory  Matters  -
State].

                               6


SNET Diversified Group, Inc.

SNET Diversified Group, Inc. ("Diversified") was incorporated  in
1986  under  the  laws of the State of Connecticut  in  order  to
identify and develop new business opportunities.  The majority of
Diversified's  activities is the offering  of  premium  services,
such   as  information  and  enhanced  network-related  services.
Another   activity  is  leasing  and  selling  customer  premises
equipment  ("CPE")  to residential and small business  customers.
Key  telephone  systems  and related  products  are  offered  and
maintained  which  are complementary to the  Telephone  Company's
central office-based solutions.

Diversified   faces   significant   competition   from   numerous
department store, discount store and business equipment retailers
that  carry CPE.  Diversified has differentiated its product line
from its competitors by offering a wide array of quality products
including leasing options.

Woodbury Telephone Company

Woodbury was incorporated in 1899 under the laws of the State  of
Connecticut.    On   July  23,  1997,  the  DPUC   approved   the
Corporation's acquisition of Woodbury and on July 30,  1997,  the
Corporation  completed  its acquisition of  Woodbury  by  issuing
approximately 528,000 shares of the Corporation's treasury  stock
for  the  remaining 63.5% of Woodbury's common stock not formerly
held  by  the  Corporation.  The total  cost  of  completing  the
acquisition  was $30.1 million, which includes the assumption  of
$9.0 million in long-term debt.  Woodbury is the primary provider
of  local  exchange telephone services, intrastate toll services,
and  access  to  long-distance telephone services  in  the  major
portions of the towns of Woodbury, Southbury, and Bethlehem,  and
also  serves  small portions of the towns of Oxford and  Roxbury,
Connecticut.

Regulatory Matters

The  Telephone  Company is regulated by the  FCC  and  the  DPUC.
Historically,  the FCC has regulated the Corporation's  provision
of  interstate  services, both at the wholesale  (access  service
provided by the Telephone Company) and retail (long-distance toll
charges provided by SAI as a non-dominant carrier) levels.  Since
the  passage  of  the Federal Telecommunications Act  ("Act")  in
1996,  the  FCC  has  also been charged, by  Congress,  with  the
implementation of many of the provisions of the Act  designed  to
foster local competition.

The  DPUC regulates the Telephone Company's provision of services
within the state of Connecticut including local and in-state long-
distance  services.   Since the passage of state  legislation  in
1994,  regarding local competition, as well as the Act, the  DPUC
also  regulates  the provision of wholesale services  within  the
state  that  are  required for interconnection to  the  Telephone
Company's   network.   A  synopsis  of  key  Federal  and   State
regulatory decisions follows.

Regulatory Matters - Federal

On  February 8, 1996, Congress passed the Act which was  designed
to  overhaul U.S. telecommunications policy by removing  barriers
to  local  competition.  The FCC's First and  Second  Report  and
Order   ("Order")  implements  the  Act  and  contains   numerous
provisions   regarding  the  interconnection  of  the   Telephone
Company's  network  with  those of its  competitors.   The  Order
requires  significant changes in the way business  is  conducted,
how  the  network  is designed and the systems  that  support  it
(including repair and service ordering).  In addition, the  Order
requires  fundamental changes in the development  of  the  prices
that   the   Telephone  Company  would  charge  competitors   for
purchasing regulated network products and services.  This  Order,
as  well  as  the orders discussed below, could have  a  material
adverse financial impact on the Telephone Company.

                               7


Certain  provisions  in the Order have been appealed  by  various
local  telephone companies, including the Telephone Company,  the
National  Association  of  Regulatory Utility  Commissioners  and
individual state regulatory commissions.  On July 18,  1997,  the
Eighth  Circuit  Court  of Appeals ("Eighth  Circuit")  issued  a
partial  stay  of  the Order, delaying the effectiveness  of  the
pricing provisions and the rule allowing competitors to "pick and
choose"   isolated   terms  out  of  negotiated   interconnection
agreements  and struck down those key provisions and other  terms
under  which  potential  competitors  can  lease  pieces  of  the
Telephone  Company's network.  The Eighth Circuit  declared  that
the FCC had overstepped its authority and concluded that "the Act
plainly  grants the state commissions, not the FCC, the authority
to  determine  the  rates involved in the implementation  of  the
local  competition provisions of the Act."  The Eighth  Circuit's
decision is a strong endorsement of Congress' intention that  the
states    play    a   primary   role   in   implementing    local
telecommunications competition.  This decision should  allow  the
Corporation  to implement local competition on the course  mapped
out by the DPUC and the Connecticut state legislature.

On October 14, 1997, the Eighth Circuit also vacated a portion of
the  FCC's rules which required ILECs to provide combinations  of
network   elements  that  effectively  recreated  the  end-to-end
service  at a significant discount to CLECs.  The Eighth  Circuit
indicated  that  the  Act requires ILECs  to  provide  access  to
unbundled network elements, not access to platforms used by ILECs
in  which  network  elements are combined.  The Eighth  Circuit's
decisions  have now been appealed to the Supreme Court which  has
agreed  to review the case in the fall 1998 session.  A  decision
is expected in 1999.

On  August  18, 1997, the FCC also released its Third Report  and
Order  requiring  ILECs,  including  the  Telephone  Company,  to
provide  shared transport to new entrants as an unbundled network
element  at cost-based prices.  Several companies, including  the
Telephone Company, have filed Petitions for Review, which will be
heard  by  the  Eighth Circuit.  A decision  in  this  matter  is
expected in 1998.

On  May  8,  1997,  the  FCC issued an order regarding  Universal
Service.   The  order  revises  the  current  universal   service
programs  for low income customers and high cost areas (including
Woodbury)    and    establishes   new   federal    support    for
telecommunications  services provided to schools,  libraries  and
rural  health  care  facilities.  The federal  universal  service
mechanisms  are  funded,  beginning  January  1,  1998,   by   an
assessment  on  the  end user revenues of all  telecommunications
service  providers.   Funding  for the  new  federally  supported
services  provided  to  schools, libraries and  rural  healthcare
facilities will come from both interstate and intrastate end user
revenues, while funding for the revised high cost support and low
income  support  programs  will  be  from  interstate  end   user
revenues.   ILECs can recover their contributions to the  federal
universal  service  mechanisms through  their  interstate  access
charges.   The Universal Service Order is on appeal in the  Fifth
Circuit  Court.   The  Telephone Company has  intervened  in  the
appeal.  The FCC has no timeline currently to resolve this  issue
and the Corporation cannot determine when it will be resolved.

On  May  16, 1997, the FCC also issued an order regarding  access
charge  reform  which  changes  the  way  the  Telephone  Company
recovers   interstate   access  charges  from   interstate   toll
providers,  including SAI.  Specifically, the  order  establishes
flat-rated  per-call carrier access charges,  rather  than  usage
based  charges.  This order establishes a prescriptive  mechanism
to  ensure  that interstate access charges will be driven  toward
the  levels  that  competition  would  be  expected  to  produce.
Management  expects  this  order  to  pressure  earnings  but  is
currently unable to quantify any such impact.  The Access  Charge
Reform  Order  is  being appealed and is pending  in  the  Eighth
Circuit.   The  Telephone Company has intervened in  the  appeal.
The  FCC is also expected to release a Pricing Flexibility  Order
in  1998.   This order will establish a market-based approach  to
pricing.

                               8


On  May  21, 1997, the FCC released its Price Cap Order  revising
its  price  cap plan for regulating ILECs including the Telephone
Company.  This order establishes a single productivity factor  of
6.5%  and eliminates the sharing requirements of the prior rules.
This  order is being appealed in the District of Columbia Circuit
Court.   On  August  13,  1997, the  Telephone  Company  filed  a
Petition for Waiver from the 6.5% productivity factor, requesting
that  the  FCC  establish a productivity factor of 5.3%  for  the
Telephone Company.  A decision is still pending.
 
The  Telephone  Company filed its 1997 annual  interstate  access
price  cap  revisions, in which the Telephone Company elected  to
use  a  6.5% productivity factor, which took effect July 1, 1997.
The  FCC  required all price cap ILECs, including  the  Telephone
Company,  to  adjust their Price Cap Indices, effective  July  1,
1997,  to reflect the 6.5% productivity factor for both the 1996-
1997  and  1997-1998  tariff years.  The  filing  would  decrease
interstate network access rates by approximately $28 million  for
the  period July 1, 1997 to June 30, 1998.  The Telephone Company
expects  that this decrease will be partially offset by increased
demand.

In  addition,  the  FCC has released Reports and  Orders  on  the
Implementation   of   the  Pay  Telephone  Reclassification   and
Compensation  Provisions  of the Act.  The  orders,  among  other
things,  mandate that all ILECs, including the Telephone Company,
unbundle  payphone instruments, file tariffs on payphone  service
lines  and make them available on a non-discriminatory  basis  to
Payphone  Service Providers ("PSPs").  Additionally,  the  orders
establish mechanisms for the full and fair compensation to  PSPs,
including  per-call compensation for subscriber "800" and  access
code  calls from payphones.  The Telephone Company has filed  the
necessary revisions to its interstate access charges with the FCC
and  has  filed  with  the  DPUC new  retail  and  wholesale  Pay
Telephone  Access Line Service offerings in accordance  with  the
FCC's order.

In December 1996, the FCC acted on an outstanding petition by the
New  England Public Communications Council, Inc. and preempted  a
prior  DPUC  decision which only authorized ILECs  and  CLECs  to
provide  payphone service in Connecticut.  On July 1,  1997,  the
District  of  Columbia  Circuit Court rendered  its  decision  in
Illinois  Public Telecommunications Association v. FCC  remanding
back  to  the  FCC its decision setting the per-call compensation
rate  for  subscriber "800" and access code calls.   The  FCC  on
August 5, 1997, established a pleading and comment cycle on these
remanded issues.  The FCC released a subsequent order setting the
per-call compensation rate at $.284.

Noting the need to revise its jurisdictional separations rules as
a   result  of  the  increasingly  competitive  nature   of   the
telecommunications  industry, the FCC  initiated  on  October  7,
1997,  a  rulemaking  proceeding  to  begin  separations  reform.
Jurisdictional  separations  assigns telecommunications  property
costs,   revenues,  expenses,  taxes  and  reserves  to  specific
categories  that  are then allocated between the  interstate  and
intrastate  jurisdictions.  Comprehensive  reform  in  this  area
could  result  in  changes  to  the structure  of  ILEC  pricing.
Management is currently unable to determine the impact any change
would have on the Telephone Company.

In accordance with the Act, the FCC requires ILECs, including the
Telephone   Company,  to  implement  a  long-term  solution   for
portability of local telephone numbers.  The Telephone Company is
required  to construct and operate a system that will permit  end
user  customers to retain their telephone numbers when they elect
a  different  carrier for local service.  The  system  is  to  be
operational  by mid-1998 for a large percentage of the  Telephone
Company's access lines.  The FCC, however, has not yet decided on
a  method  to  recover the substantial investment  and  operating
costs  relating to the number portability system.   Local  number
portability  expenditures were approximately $4 million  in  1997
and are estimated to be $19 million in 1998.

                               9


Regulatory Matters - State

Effective  April 1, 1996, the DPUC replaced traditional  rate  of
return  regulation  with  alternative  (price-based)  regulation,
during   the   transition   to  full  competition.    Alternative
regulation  includes a five-year monitoring period  on  financial
results  and  a  price  cap  formula based  on  certain  services
categorized as non-competitive.  In addition, basic local service
rates  for  residence, business and coin may not be raised  above
current levels until January 1, 1998, at which time the price cap
plan  becomes effective for these services, unless they have been
reclassified   into  the  emerging-competitive   or   competitive
categories.   The  impact  of  these  changes  on  the  Telephone
Company's  operating  results  will  depend  on  the  timing   of
classifying   the  various  products  and  services   from   non-
competitive   into  the  emerging-competitive   and   competitive
categories for pricing changes.

On  June 25, 1997, the DPUC issued a final decision allowing  the
Corporation   to   establish  separate   wholesale   and   retail
affiliates.   Under the decision, the new retail organization,  a
CLEC, will compete under the same regulations as all other retail
telecommunications providers in the state.   As  such,  the  CLEC
will  not  be  subject to price cap regulations.   The  wholesale
organization,  an  ILEC,  will  provide  network   services   and
functionality   to   retail   providers,   including   SAI,   the
Corporation's new CLEC, on comparable terms.  The  ILEC  will  be
treated  as  a  public service company and will  continue  to  be
subject  to  alternative  forms  of  regulation.   The  directory
publishing   operations  were  incorporated   into   a   separate
subsidiary of the Corporation on January 1, 1998.  As part of the
decision,  however, the DPUC mandated that Connecticut  customers
must  choose  their  local  exchange  provider  via  a  balloting
process.   Customers who do not choose a carrier will be assigned
a  CLEC based on the proportion of votes in a local service area.
The  specific details of the balloting process will be  addressed
in  further technical discussions among the participants and  the
DPUC.  The balloting process is scheduled to begin on January  4,
1999 and to be completed by May 1999.

In  order  for the balloting process to commence, the  ILEC  must
demonstrate  that  the  systems offered  to  CLECs  provide  full
technical  and operational support as required by the  Act.   The
DPUC   will   examine  and  critically  evaluate  the  respective
Operations Support System ("OSS") platforms offered to the CLECs.
The DPUC's evaluation will establish a set of tests and standards
that  can be used to determine the suitability of the ILEC's  OSS
to support a competitive local exchange market and will determine
if  the  interfaces proposed by the ILEC offer the  comparability
required  under the provisions of the Act.  A final  decision  is
due  on  June  24,  1998.   The  DPUC's  decision  to  allow  the
Corporation to establish separate wholesale and retail affiliates
has  been  challenged by other parties in both  state  court  and
federal court.  In an oral decision, the federal court has denied
the  other  parties' motion for summary judgment and granted  the
Corporation's motion for summary judgment.  A written decision is
expected  in  the  first quarter of 1998.   A  decision  is  also
expected from the state court in 1998.

On  March  18, 1997, SAI filed an application with  the  DPUC  to
provide   local   and   intrastate   toll   services   throughout
Connecticut.  The DPUC issued a final decision granting  approval
on June 25, 1997.  This grants SAI the authority to operate as  a
CLEC  in  the  state  of Connecticut and to  provide  competitive
retail  services  to end user customers with the same  regulatory
and pricing flexibility as all other CLECs in the state.

In  compliance  with the Act, the ILEC has filed  with  the  DPUC
numerous  cost  studies supporting its proposed wholesale  (i.e.,
resale)  and  unbundled rates for interconnection  services.   On
March  24,  1997,  the  DPUC issued a final  decision  setting  a
uniform  17.8% discount rate off the Telephone Company's  current
retail prices for telecommunications services sold to CLECs.

                               10


On  April  23, 1997, the DPUC issued a final decision  addressing
the  proposal for allocation of Hybrid Fiber Coax ("HFC") network
joint  costs  between broadband and telephony and  the  Telephone
Company's costs and rates associated with unbundled loops, ports,
multiplexing and inter-wire center transport.  In this  decision,
the   DPUC  approved  the  Telephone  Company's  proposed   50/50
allocation  of  HFC  network joint costs  between  broadband  and
telephony.  In addition, the DPUC approved the cost studies based
on   Total   Service   Long  Run  Incremental  Cost   ("TSLRIC").
Subsequently,  the  DPUC  opened  a  new  docket   to   determine
appropriate  TSLRIC-based  rates  for  the  remaining   unbundled
elements  (non-loop)  defined by the FCC.   The  cost  allocation
decision  has been appealed by the cable television  industry  to
state Superior Court.  A decision is expected in 1998.


                            WIRELESS

The   Corporation  provides  cellular  (wholesale  and   retail),
personal  communications, equipment sales and  resale  of  paging
services   in   Connecticut,  Rhode  Island   and   portions   of
Massachusetts,  through  its  subsidiaries  SNET  Cellular,  Inc.
("Cellular") and SNET Mobility, Inc. ("Mobility").

SNET Cellular, Inc.

Cellular was incorporated in 1985 under the laws of the State  of
Connecticut   and   provides  directly  or   indirectly   through
affiliates  retail  and  wholesale  services  in  the  states  of
Connecticut  and  Rhode  Island and  portions  of  Massachusetts.
Cellular  is currently subject to FCC jurisdiction.  In  November
1996,  the  DPUC  opened an investigation  to  determine  whether
wireless   service  was  a  replacement  for  landline  telephone
service.   If  wireless service is determined to be a replacement
for  landline  service, the DPUC may petition the  FCC  for  rate
regulation authority.

In   1990,  Cellular  formed  the  Springwich  Cellular   Limited
Partnership ("Springwich") with four other partners.   Springwich
is    authorized    to   provide   wholesale    cellular    radio
telecommunications  services  in the  Hartford,  New  Haven,  New
London,   and   Fairfield,   Connecticut   New   England   County
Metropolitan   Areas   ("NECMAs")   and   in   the   Springfield,
Massachusetts  NECMA.   Springwich also is  licensed  to  provide
cellular  wholesale service in four Rural Service Areas,  Windham
and Litchfield Counties in Connecticut and Franklin and Berkshire
Counties   in   Massachusetts.   The  Corporation   through   its
subsidiaries   holds  over  a  99.6%  partnership   interest   in
Springwich.

Cellular has "roaming agreements" with other carriers which allow
the  carriers' subscribers access to Cellular's network and allow
Cellular's  subscribers access to other networks  throughout  the
United States and Canada.

Cellular  is facing considerable competition as a result  of  the
completion  of  the Bell Atlantic and NYNEX merger which  created
the  largest wireless service provider on the East Coast and  the
second  largest  provider  in the United  States.   In  addition,
Cellular  expects increasing competition from new  alliances  and
the  impact  from  auctions of personal  communications  services
("PCS")  and other licenses.  A major long-distance provider  has
launched  a  digital  PCS  service in  Connecticut  during  1997,
creating  the  third  wireless  provider  in  the  state.   Other
wireless carriers are expected to begin offering services in  the
near  future.   Cellular  has  made and  will  continue  to  make
investments in network expansion and enhancements.

                               11


SNET Mobility, Inc.

Mobility was incorporated in 1985 under the laws of the State  of
Connecticut  under  its predecessor's name SNET  MobileCom,  Inc.
Mobility purchases wholesale cellular communications service from
Springwich  and  resells cellular communications service  in  the
Connecticut  retail market.  In addition, Mobility also  provides
paging services.

Mobility  markets its services through its internal  sales  force
and through agreements with third-party distributors and dealers.
Mobility  anticipates continuing competition from local, regional
and   national  resellers.   In  response  to  this  competition,
Mobility  continues to evaluate the quality of  its  distribution
channels,     price    aggressively,    bundle     with     other
telecommunications services and introduce both creative  customer
acquisition programs and differentiated value-added services.


                  INFORMATION AND ENTERTAINMENT

SNET Information Services, Inc.

In  January  1998,  the Telephone Company's directory  publishing
operations  and  internet  services  were  transferred  to   SNET
Information Services, Inc. which was incorporated in  1997  under
the  laws  of the State of Connecticut.  The directory publishing
operations, in addition to selling the advertising,  produces and
distributes traditional paper products including White and Yellow
Pages    directories   throughout   Connecticut   and    adjacent
communities.   To  strategically widen  its  business  focus  and
position   itself  for  the  future,  the  publishing  operations
introduced electronic publishing services, such as SNET Access[SM],
Consumer Tips and Electronic Yellow Pages.

The  Connecticut  advertising marketplace  continues  to  undergo
major structural changes and is increasingly more fragmented  and
competitive.  The publishing division faces increased competition
from  traditional  directory publishers, established  media,  and
emerging   competitors  such  as  on-line  services,   electronic
shopping services, CD-ROM, and the expansion of cable television.

On  January  31,  1996, the Corporation launched SNET  Internet[SM]
access  service,  which allows all subscribers in  the  state  of
Connecticut  to  access the Internet with  a  local  phone  call.
Internet  customers have increased to over 85,000 at the  end  of
1997 from approximately 35,000 at the end of 1996.

SNET Personal Vision, Inc.

SNET  Personal Vision, Inc. ("Personal Vision") was  incorporated
in 1996 under the laws of the state of Connecticut.  On September
6,  1996,  Personal Vision received an 11-year license  from  the
DPUC  to  operate a cable television system that will  serve  the
entire  state  of  Connecticut.  Personal Vision  also  became  a
partner  in  the  americast joint venture with  The  Walt  Disney
Company   and   several  large  local  exchange  carriers.    The
partnership  provides a full range of americast[TM] programming and
marketing  services.  Personal Vision began deploying  its  cable
service  during  the first quarter of 1997.  The DPUC's  decision
granting  the statewide franchise was appealed to state  Superior
Court  by  members  of the cable industry.   The  Superior  Court
upheld  the  DPUC's  decision  and the  cable  industry  has  now
appealed to the state Appellate Court.  A decision is anticipated
in 1998.

                               12

                                
                    OTHER BUSINESS ACTIVITIES

SNET Real Estate, Inc.
                                
SNET  Real Estate, Inc. ("Real Estate") was incorporated in  1983
under  the laws of the State of Connecticut.  Real Estate is  the
owner  of  commercial  property which it leases  under  operating
leases  and is a 99% partner in a limited liability company  that
also  leases  commercial  property.  Currently,  Real  Estate  is
managing  its  existing  portfolio and is not  actively  pursuing
additional real estate investments.

Real  Estate faces a risk that real estate markets in  which  its
properties  are  located, primarily Connecticut, may  deteriorate
from  their  current  value.   This  risk  is  minimized  by  the
conservative  nature of Real Estate's portfolio,  a  majority  of
which is leased to affiliates.

Holding Company

The DPUC had limited the amount that the Corporation could invest
in  unregulated diversified activities, without DPUC approval, to
40%  of  its  total  assets.  In January  1997,  the  Corporation
requested the DPUC to completely lift the restriction.   In  June
1997, the DPUC lifted the restriction.


                       EMPLOYEE RELATIONS

The  Corporation and its subsidiaries employed 9,841  persons  at
February  27, 1998, of whom approximately 63% are represented  by
the  Connecticut  Union of Telephone Workers, Inc.  ("CUTW"),  an
unaffiliated union.

In  January  1998, under the current union contract,  bargaining-
unit  employees  received a general wage increase totaling  3.0%;
made   up  of  various  forms  and  combinations  of  basic  wage
increases,  one-time  cash  payments  and/or  Cash  Balance  Plan
Account  credits.   The current labor agreement  will  expire  on
August  8,  1998.   Management and  the  union  expect  to  begin
negotiations on a new labor agreement early in 1998.

Item 2.  Properties

The   principal  properties  of  the  Corporation  do  not   lend
themselves  to a detailed description by character and  location.
The  majority of telecommunications property, plant and equipment
of  the  Corporation is owned by the Telephone Company.   Of  the
Corporation's  investment in telecommunications  property,  plant
and  equipment  at  December 31, 1997, central  office  equipment
represented 43%; connecting lines not on customers' premises, the
majority  of  which are over or under public roads,  highways  or
streets  and  the  remainder  over  or  under  private  property,
represented  35%;  land  and buildings (occupied  principally  by
central  offices)  represented  11%;  telephone  instruments  and
related wiring and equipment, including private branch exchanges,
substantially  all  of  which are on the premises  of  customers,
represented  1%;  and  other, principally  vehicles  and  general
office equipment, represented 10%.

Substantially  all of the central office equipment  installations
and   administrative  offices  are  located  in  Connecticut   in
buildings  owned by the Telephone Company situated on land  which
it   owns  in  fee.   Many  garages,  service  centers  and  some
administrative offices are located in rented quarters.

The  Corporation has a significant investment in the  properties,
facilities  and equipment necessary to conduct its business  with
the   overwhelming  majority  of  this  investment  relating   to
telephone operations.  Management believes that the Corporation's
facilities  and  equipment  are suitable  and  adequate  for  the
business.

                               13


Capital Expenditures

The Corporation has been making, and expects to continue to make,
significant   capital  expenditures  to  meet  the   demand   for
telecommunications services and to further improve such services.
The  total  gross  investment in property,  plant  and  equipment
increased from approximately $4.1 billion at December 31, 1992 to
approximately  $4.9  billion at December 31, 1997,  after  giving
effect   to   retirements,  but  before   deducting   accumulated
depreciation  at  either  date.  Since 1993,  cash  expended  for
capital additions was as follows:

Dollars in Millions,     
For the Years Ended      1997    1996    1995    1994    1993
Cash Expended for                                       
 Capital Additions       $472    $374    $357    $283    $269

In 1997, the Corporation funded its cash expenditures for capital
additions entirely through cash flows from operations.  In  1998,
capital  additions are expected to be approximately $475 million,
including  estimated additions of $290 to the  wireline  network.
These  additions include expenditures primarily  related  to  the
modernization, growth and upgrading of wireline's central  office
switching and circuit equipment, to meet customer demand for  new
services.  Additionally, to reduce maintenance costs and to  meet
access  line growth, increased focus is being placed on replacing
and  supplementing  the existing core network of  twisted  copper
wire and fiber-optic and coaxial cable.


Item 3.  Legal Proceedings

The  Corporation and certain of its subsidiaries are involved  in
various  claims and lawsuits that arise in the normal conduct  of
their  business.  In the opinion of management,  upon  advice  of
counsel, these claims will not have a material adverse effect  on
the  financial position, operating results or cash flows  of  the
Corporation or its subsidiaries.


Item 4.  Submission of Matters to a Vote of Security Holders

No  matter  was  submitted to a vote of security holders  in  the
fourth quarter of the fiscal year covered by this report.


                             PART II

Item  5.  Market  for the Registrant's Common Stock  and  Related
Stockholder Matters

The common stock of the Corporation is listed on the New York and
Pacific  stock  exchanges and the number of  holders  of  record,
computed  on the basis of registered accounts, was 47,787  as  of
February  27,  1998.  Information with respect to  the  quarterly
high,  low  and closing sales price for the Corporation's  common
stock  and quarterly cash dividends declared is included  in  the
registrant's  combined  1997 Annual Report  to  Shareholders  and
Proxy Statement on page 34 under the caption "Market and Dividend
Data" and is incorporated herein by reference pursuant to General
Instruction G(2).

                               14


Items 6 through 8.

Information required under Items 6 through 8 is included  in  the
registrant's  combined  1997 Annual Report  to  Shareholders  and
Proxy  Statement dated March 26, 1998 on pages 6  through  33  in
their  entirety and is incorporated herein by reference  pursuant
to General Instruction G(2).


Item  9.  Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure

No changes in or disagreements with accountants on any accounting
or  financial  disclosure occurred during the period  covered  by
this report.


                            PART III

Items 10 through 13.

Information required under Items 10 through 13 is included in the
registrant's  combined  1997 Annual Report  to  Shareholders  and
Proxy  Statement  dated March 26, 1998 on pages  38  through  47.
Such information is incorporated herein by reference pursuant  to
General Instruction G(3).

Information  regarding  executive  officers  of  the   registrant
required by Item 401(b) and (e) of Regulation S-K is included  in
Part I of this Annual Report on Form 10-K as follows:

                               15


             Executive Officers of the Registrant(1)
                    (as of February 27, 1998)
                                
                                
                                                                Executive
                                                                 Officer
       Name         Age(2)           Position                     Since
                                                             
Daniel J. Miglio     57     Chairman, President and          
                             Chief Executive Officer              1/86
Madelyn M. DeMatteo  49     Senior Vice President-           
                             General Counsel and Secretary        1/98
Karin D. Mayhew(3)   46     Senior Vice President-           
                             Organization Development             1/98
Fred T. Page         51     Senior Vice President-           
                             Network Services                     2/96
Ronald M. Serrano    42     Senior Vice President-Communication           
                             Information and Entertainment Group  1/93
Donald R. Shassian   42     Senior Vice President and Chief      
                             Financial Officer                   12/93  
                                
(1) Executive  officers  subject  to Section  16  of  the  Securities
    Exchange Act of 1934.
(2) As of December 31, 1997.
(3) Replaced  Jean M. LaVecchia whose employment with the Corporation
    ended December 31, 1997.


Mr.  Miglio, Ms. DeMatteo, Ms. Mayhew and Mr. Page have held high
level   managerial   positions  with  the  Corporation   or   its
subsidiaries for more than the past five years.  Mr. Serrano  was
a Vice President of Mercer Management Consulting, Inc., (formerly
Strategic Planning Associates) for more than five years prior  to
joining the Corporation.  Mr. Shassian was a partner with  Arthur
Andersen & Co., independent accountants, for more than five years
prior to joining the Corporation.

                               16


                             PART IV


Item 14.  Exhibits, Financial Statement Schedule, and Reports on Form 8-K

(a)  Documents filed as part of the report:                        Page
                                                        
     (1)  Report of Management                                       *
                                                        
          Report of Independent Accountants                          *
                                                        
          Consolidated Financial Statements:               
                                                        
            Consolidated Statements of Income (Loss) -     
              for the years ended 
              December 31, 1997, 1996 and 1995                       *    

            Consolidated Balance Sheets - as of            
              December 31, 1997 and 1996                             *
                                                        
            Consolidated Statements of Changes in          
              Shareholders' Equity - for                         
              the years ended December 31, 1997, 1996 and 1995       *
                                                        
            Consolidated Statements of Cash Flows -        
              for the years ended                                
              December 31, 1997, 1996 and 1995                       *
                                                        
            Notes to Consolidated Financial Statements               *
     
     (2)  Consolidated Financial Statement Schedule for the 
          year ended December 31, 1997
                                                        
            Report of Independent Accountants                       22
                                                        
            II - Valuation and Qualifying Accounts                  23
                                                        
     Schedules other than those listed above have been omitted 
     because the  required  information  is  contained  in the 
     financial statements and notes thereto, or  because  such 
     schedules are not applicable.
                                                        

* Incorporated herein by reference to the appropriate portions
  of the registrant's combined 1997  Annual Report to Shareholders
  and Proxy Statement dated March 26, 1998 [see Part II].

                               17


  (3)      Exhibits:                                 

Exhibits  identified in parentheses below, on file with the  SEC,
are   incorporated  herein  by  reference  as  exhibits   hereto.
Exhibits numbered 10(iii)(A)1 through 10(iii)(A)17 are management
contracts or compensatory plans required to be filed as  exhibits
pursuant to Item 14(c) of Form 10-K.

Exhibit  
Number
         
2            Agreement  and Plan of Merger dated January  4,  1998,
             between   Southern   New  England   Telecommunications
             Corporation,  SBC Communications Inc.  and  SBC  (CT),
             Inc. (Exhibit 2 to Form 8-K dated 1/5/98, File No.  1-
             9157).
         
3a           Amended  and Restated Certificate of Incorporation  of
             the registrant as filed June 14, 1990 (Exhibit 3-A  to
             Form SE dated 3/15/91, File No. 1-9157).
         
3b           By-Laws  of  the registrant as amended  and  restated
             through  October  10, 1990 (Exhibit  3  to  Form  8-K
             dated 10/10/90, File No. 1-9157).
         
4a           Rights  Agreement  dated December  11,  1996  between
             Southern  New England Telecommunications  Corporation
             and  State  Street Bank and Trust Company, as  Rights
             Agent  (Exhibit  4 to Form 8-K dated  12/11/96,  File
             No.  1-9157).  Amendment No. 1 dated January 4,  1998
             (Exhibit  4.2 to Form 8-K dated 1/5/98, File  No.  1-
             9157).
         
4b           Stock   Option  Agreement  dated  January  4,   1998,
             between   Southern   New  England  Telecommunications
             Corporation,  SBC Communications Inc.  and  SBC  (CT)
             Inc. (Exhibit 4.1 to Form 8-K dated 1/5/98, File  No.
             1-9157).
         
4c           Indenture   dated  December  13,  1993  between   The
             Southern  New  England Telephone  Company  and  Fleet
             National  Bank  of  Connecticut, Trustee,  issued  in
             connection with the sale of $200,000,000  of  6  1/8%
             Medium-Term  Notes, Series C, due December  15,  2003
             and  $245,000,000 of 7 1/4% Medium-Term Notes, Series
             C, due December 15, 2033 (Exhibit 4b to 1994 Form 10-K
             dated 3/10/95, File No. 1-9157).
         
4d           Indenture  dated July 10, 1991 between the registrant
             and  Fleet  National  Bank of  Connecticut,  Trustee,
             issued  in  connection with the sale of  $100,000,000
             of  6  1/2%  Medium-Term Notes, Series 2, due  August
             15,  2000,  $200,000,000  of  7%  Medium-Term  Notes,
             Series 2, due August 15, 2005 and $100,000,000  of  6
             1/2%  Medium-Term Notes, Series 2, due  February  15,
             2002  (Exhibit  4c to 1995 Form 10-K  dated  3/20/96,
             File No. 1-9157).
         
10(iii)(A)1  SNET  Short  Term Incentive Plan as amended  February
             8,  1995 (Exhibit 10(iii)(A)1 to 1994 Form 10-K dated
             3/10/95, File No. 1-9157).
         
10(iii)(A)2  SNET  Long  Term Incentive Plan as amended  March  1,
             1993  (Exhibit  10(iii)(A)2 to 1992 Form  10-K  dated
             3/23/93, File No. 1-9157).
         
                               18


  (3)      Exhibits (continued):                        
         
Exhibit  
Number
         
10(iii)(A)3  SNET  Financial Counseling Program as amended January
             1987  (Exhibit 10-D to Form SE dated 3/23/87-1,  File
             No. 1-9157).
         
10(iii)(A)4  Group  Life Insurance Plan and Accidental  Death  and
             Dismemberment Benefits Plan for Outside Directors  of
             SNET  as  amended July 1, 1986 (Exhibit 10-E to  Form
             SE dated 3/23/87-1, File No. 1-9157).
         
10(iii)(A)5  SNET  Pension Benefit Plan as amended through January
             1, 1998.
         
10(iii)(A)6  SNET  Management  Pension Plan as amended  March  31,
             1995.  Amendments effective December 20, 1995 through
             April 1, 1996 (Exhibit 10(iii)(A)6 to 1995 Form  10-K
             dated   3/20/96,   File   No.  1-9157).    Amendments
             effective  April  1, 1996 through December  18,  1996
             (Exhibit 10(iii)(A)6 to 1996 Form 10-K dated 3/20/97,
             File  No. 1-9157).  Amendments effective July 9, 1997
             through January 1, 1998.
         
10(iii)(A)7  SNET  Incentive Award Deferral Plan as amended  March
             1,  1993 (Exhibit 10(iii)(A)7 to 1992 Form 10-K dated
             3/23/93, File No. 1-9157).
         
10(iii)(A)8  SNET  Mid-Career Pension Plan as amended November  1,
             1991 (Exhibit 10-D to Form SE dated 3/20/92, File No.
             1-9157).   Amendment dated December 8, 1993  (Exhibit
             10  (iii)(A)8  to 1993 Form 10-K dated 3/23/94,  File
             No. 1-9157).
         
10(iii)(A)9  SNET  Deferred  Compensation  Plan  for  Non-Employee
             Directors   as  amended  January  1,  1993   (Exhibit
             10(iii)(A)9 to 1992 Form 10-K dated 3/23/93, File No.
             1-9157).
         
10(iii)(A)10 Change-in-Control Agreements (Exhibit 10-F to Form SE
             dated 3/15/91, File No. 1-9157).
         
10(iii)(A)11 SNET  1986 Stock Option Plan as amended March 1,  1993
             (Exhibit   10(iii)(A)11  to  1992  Form   10-K   dated
             3/23/93,  File  No. 1-9157).  Amendment dated  January
             4, 1998.
         
10(iii)(A)12 SNET  Retirement and Disability Plan for  Non-Employee
             Directors   as   amended  April  14,   1993   (Exhibit
             10(iii)(A)12  to  1993 Form 10-K dated  3/23/94,  File
             No.   1-9157).   Amendment  dated  February  14,  1996
             (Exhibit   10(iii)(A)12  to  1996  Form   10-K   dated
             3/20/97, File No. 1-9157).
         
10(iii)(A)13 SNET   Non-Employee  Director  Stock  Plan   effective
             January  1, 1994 (Exhibit 4.4 to Registration No.  33-
             51055 on Form S-8, File No. 1-9157).
         
10(iii)(A)14 SNET  Executive  Retirement Savings  Plan  as  amended
             through January 1, 1998.
         
10(iii)(A)15 SNET  1995  Stock  Incentive  Plan  (Exhibit  4.4   to
             Registration   No.   33-64975,   File   No.   1-9157).
             Amendment dated January 4, 1998.
         
                               19



  (3)      Exhibits (continued):                        
         
Exhibit  
Number
         
10(iii)(A)16 SNET  Non-Employee Director Stock Plan effective  June
             1,  1996 (Exhibit 4.2 to Registration No. 333-05757 on
             Form S-8, File No. 1-9157).
         
10(iii)(A)17 SNET Stay Bonus Program effective January 4, 1998.

         
12           Computation of Ratio of Earnings to Fixed Charges.
         
13           Pages  6 through 34 of the registrant's combined  1997
             Annual Report to Shareholders and Proxy Statement  for
             the fiscal year ended December 31, 1997.
         
21           Subsidiaries of the Corporation.
         
23           Consent of Independent Accountants.
         
24a          Powers of Attorney.
         
24b          Board of Directors' Resolution.
         
27           Financial Data Schedule.
         
99a          Annual  Report  on Form 11-K for the plan  year  ended
             December  31, 1997 for the SNET Management  Retirement
             Savings  Plan will be filed as an amendment  prior  to
             June 30, 1998.
         
99b          Annual  Report  on Form 11-K for the plan  year  ended
             December   31,   1997  for  the  SNET  Bargaining-Unit
             Retirement Savings Plan will be filed as an  amendment
             prior to June 30, 1998.

The  Corporation will furnish, without charge, to  a  shareholder
upon  request  a  copy  of the combined  1997  Annual  Report  to
Shareholders   and  Proxy  Statement,  portions  of   which   are
incorporated by reference, and will furnish any other exhibit  at
cost.

(b) Reports on Form 8-K:

    On  October 23, 1997, the Corporation and the Telephone Company
    filed, separately, reports on Form 8-K, dated October 23,  1997
    announcing  the Corporation's financial results for  the  third
    quarter of 1997.
  
    On  January  5,  1998 and January 6, 1998, the Corporation  and
    the  Telephone Company respectively filed, separately,  reports
    on  Form  8-K, dated January 5, 1998, announcing the  execution
    of  an  agreement  with SBC Communications  Inc.,  whereby  the
    Corporation will become a wholly-owned subsidiary of SBC.
  
    On  January 27, 1998, the Corporation and the Telephone Company
    filed,  separately,  reports on Form  8-K,  dated  January  27,
    1998, announcing the Corporation's 1997 financial results.
  
                               20


                           SIGNATURES


Pursuant  to  the  requirements of Section 13  or  15(d)  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.

SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION

By   /s/ Donald R. Shassian
         Donald R. Shassian, Senior Vice President
         and Chief Financial Officer                 March 20, 1998

Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the date
indicated.

PRINCIPAL EXECUTIVE OFFICER:

  Daniel J. Miglio*
  Chairman, President, Chief Executive Officer and Director


PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:

  Donald R. Shassian                    
  Senior Vice President and          By /s/ Donald R. Shassian
  Chief Financial Officer                  (Donald R. Shassian, as attorney-
                                           in-fact and on his own behalf)



DIRECTORS:

  William F. Andrews*
  Richard H. Ayers*
  Robert L. Bennett*
  Barry M. Bloom*                    March 20, 1998
  Frank J. Connor*
  William R. Fenoglio*
  Claire L. Gaudiani*
  Ira D. Hall*
  Burton G. Malkiel*
  Frank R. O'Keefe, Jr.*             
  Joyce M. Roche*                    * by power of attorney

                               21



                REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders of
Southern New England Telecommunications Corporation:


Our  report on the consolidated financial statements of  Southern
New  England Telecommunications Corporation has been incorporated
by  reference  in  this Form 10-K from the combined  1997  Annual
Report  to  Shareholders  and Proxy  Statement  of  Southern  New
England  Telecommunications Corporation on page 15  therein.   In
connection with our audits of such financial statements, we  have
also audited the related financial statement schedule for each of
the  three years in the period ended December 31, 1997 listed  in
Item 14(a)(2) of this Form 10-K.

In  our  opinion,  the financial statement schedule  referred  to
above,  when  considered  in relation to the  basic  consolidated
financial  statements taken as a whole, presents fairly,  in  all
material  respects,  the  information  required  to  be  included
therein.





Hartford, Connecticut           /s/ COOPERS & LYBRAND L.L.P.
January 27, 1998

                               22



       SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION

         SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
                      (Dollars in Millions)


COLUMN A        COLUMN B           COLUMN C              COLUMN D    COLUMN E
                                 
                                   Additions
               Balance at                                             Balance
             beginning of   Charged to      Charged to                 at end
Description        period     expense   other accounts  Deductions  of period
                                                                   

Allowance for Uncollectible
  Accounts Receivable:
                                                                 
  Year 1997     $27.4         $43.4        $11.3  (a)    $49.6  (b)    $32.5
  Year 1996      34.2          42.6          5.1  (a)     54.5  (b)     27.4
  Year 1995      29.8          23.1          3.6  (a)     22.3  (b)     34.2

Allowance for Uncollectible
  Direct-Financing Lease Notes Receivable:
                                                                 
  Year 1997     $11.0         $   -        $   -         $   -         $11.0
  Year 1996       9.7           1.8            -           0.5  (b)     11.0
  Year 1995       8.4           1.4            -           0.1  (b)      9.7

Restructuring Charge:
                                                                 
  Year 1997     $31.5         $   -        $   -         $25.0         $ 6.5
  Year 1996      77.0             -            -          45.5  (c)     31.5
  Year 1995     264.9             -            -         187.9  (c)     77.0


(a)  Includes  amounts previously written off that were  credited
     directly  to  this account when recovered and  miscellaneous
     amounts.

(b)  Includes   amounts  written  off  as  uncollectible.    1997
     reflects  the  continuous  collection  difficulties  as  the
     competitive  environment increases despite the Corporation's
     increased emphasis on collections.  1996 also includes fully
     reserved  amounts  written off of $17.8 as  a  result  of  a
     revised   procedure  to  write-off  uncollectible   accounts
     receivable within a shorter time frame.

(c)  Includes  non-cash net pension and postretirement settlement
     gain  charged against the restructuring reserve of $65.1  in
     1996 and curtailment losses of $102.2 in 1995.

                               23


                          EXHIBIT INDEX     
                          
Exhibits identified in parentheses below, on file with the SEC,
are incorporated herein by reference as exhibits hereto.

Exhibit  
Number
         
2            Agreement  and Plan of Merger dated January  4,  1998,
             between   Southern   New  England   Telecommunications
             Corporation,  SBC Communications Inc.  and  SBC  (CT),
             Inc. (Exhibit 2 to Form 8-K dated 1/5/98, File No.  1-
             9157).
         
3a           Amended  and Restated Certificate of Incorporation  of
             the registrant as filed June 14, 1990 (Exhibit 3-A  to
             Form SE dated 3/15/91, File No. 1-9157).
         
3b           By-Laws  of  the registrant as amended  and  restated
             through  October  10, 1990 (Exhibit  3  to  Form  8-K
             dated 10/10/90, File No. 1-9157).
         
4a           Rights  Agreement  dated December  11,  1996  between
             Southern  New England Telecommunications  Corporation
             and  State  Street Bank and Trust Company, as  Rights
             Agent  (Exhibit  4 to Form 8-K dated  12/11/96,  File
             No.  1-9157).  Amendment No. 1 dated January 4,  1998
             (Exhibit  4.2 to Form 8-K dated 1/5/98, File  No.  1-
             9157).
         
4b           Stock   Option  Agreement  dated  January  4,   1998,
             between   Southern   New  England  Telecommunications
             Corporation,  SBC Communications Inc.  and  SBC  (CT)
             Inc. (Exhibit 4.1 to Form 8-K dated 1/5/98, File  No.
             1-9157).
         
4c           Indenture   dated  December  13,  1993  between   The
             Southern  New  England Telephone  Company  and  Fleet
             National  Bank  of  Connecticut, Trustee,  issued  in
             connection with the sale of $200,000,000  of  6  1/8%
             Medium-Term  Notes, Series C, due December  15,  2003
             and  $245,000,000 of 7 1/4% Medium-Term Notes, Series
             C, due December 15, 2033 (Exhibit 4b to 1994 Form 10-K
             dated 3/10/95, File No. 1-9157).
         
4d           Indenture  dated July 10, 1991 between the registrant
             and  Fleet  National  Bank of  Connecticut,  Trustee,
             issued  in  connection with the sale of  $100,000,000
             of  6  1/2%  Medium-Term Notes, Series 2, due  August
             15,  2000,  $200,000,000  of  7%  Medium-Term  Notes,
             Series 2, due August 15, 2005 and $100,000,000  of  6
             1/2%  Medium-Term Notes, Series 2, due  February  15,
             2002  (Exhibit  4c to 1995 Form 10-K  dated  3/20/96,
             File No. 1-9157).
         
10(iii)(A)1  SNET  Short  Term Incentive Plan as amended  February
             8,  1995 (Exhibit 10(iii)(A)1 to 1994 Form 10-K dated
             3/10/95, File No. 1-9157).
         
10(iii)(A)2  SNET  Long  Term Incentive Plan as amended  March  1,
             1993  (Exhibit  10(iii)(A)2 to 1992 Form  10-K  dated
             3/23/93, File No. 1-9157).
         
10(iii)(A)3  SNET  Financial Counseling Program as amended January
             1987  (Exhibit 10-D to Form SE dated 3/23/87-1,  File
             No. 1-9157).
         
10(iii)(A)4  Group  Life Insurance Plan and Accidental  Death  and
             Dismemberment Benefits Plan for Outside Directors  of
             SNET  as  amended July 1, 1986 (Exhibit 10-E to  Form
             SE dated 3/23/87-1, File No. 1-9157).
         
10(iii)(A)5  SNET  Pension Benefit Plan as amended through January
             1, 1998.
         
10(iii)(A)6  SNET  Management  Pension Plan as amended  March  31,
             1995.  Amendments effective December 20, 1995 through
             April 1, 1996 (Exhibit 10(iii)(A)6 to 1995 Form  10-K
             dated   3/20/96,   File   No.  1-9157).    Amendments
             effective  April  1, 1996 through December  18,  1996
             (Exhibit 10(iii)(A)6 to 1996 Form 10-K dated 3/20/97,
             File  No. 1-9157).  Amendments effective July 9, 1997
             through January 1, 1998.
         
10(iii)(A)7  SNET  Incentive Award Deferral Plan as amended  March
             1,  1993 (Exhibit 10(iii)(A)7 to 1992 Form 10-K dated
             3/23/93, File No. 1-9157).
         
10(iii)(A)8  SNET  Mid-Career Pension Plan as amended November  1,
             1991 (Exhibit 10-D to Form SE dated 3/20/92, File No.
             1-9157).   Amendment dated December 8, 1993  (Exhibit
             10  (iii)(A)8  to 1993 Form 10-K dated 3/23/94,  File
             No. 1-9157).
         
10(iii)(A)9  SNET  Deferred  Compensation  Plan  for  Non-Employee
             Directors   as  amended  January  1,  1993   (Exhibit
             10(iii)(A)9 to 1992 Form 10-K dated 3/23/93, File No.
             1-9157).
         
10(iii)(A)10 Change-in-Control Agreements (Exhibit 10-F to Form SE
             dated 3/15/91, File No. 1-9157).
         
10(iii)(A)11 SNET  1986 Stock Option Plan as amended March 1,  1993
             (Exhibit   10(iii)(A)11  to  1992  Form   10-K   dated
             3/23/93,  File  No. 1-9157).  Amendment dated  January
             4, 1998.
         
10(iii)(A)12 SNET  Retirement and Disability Plan for  Non-Employee
             Directors   as   amended  April  14,   1993   (Exhibit
             10(iii)(A)12  to  1993 Form 10-K dated  3/23/94,  File
             No.   1-9157).   Amendment  dated  February  14,  1996
             (Exhibit   10(iii)(A)12  to  1996  Form   10-K   dated
             3/20/97, File No. 1-9157).
         
10(iii)(A)13 SNET   Non-Employee  Director  Stock  Plan   effective
             January  1, 1994 (Exhibit 4.4 to Registration No.  33-
             51055 on Form S-8, File No. 1-9157).
         
10(iii)(A)14 SNET  Executive  Retirement Savings  Plan  as  amended
             through January 1, 1998.
         
10(iii)(A)15 SNET  1995  Stock  Incentive  Plan  (Exhibit  4.4   to
             Registration   No.   33-64975,   File   No.   1-9157).
             Amendment dated January 4, 1998.
         
10(iii)(A)16 SNET  Non-Employee Director Stock Plan effective  June
             1,  1996 (Exhibit 4.2 to Registration No. 333-05757 on
             Form S-8, File No. 1-9157).
         
10(iii)(A)17 SNET Stay Bonus Program effective January 4, 1998.

         
12           Computation of Ratio of Earnings to Fixed Charges.
         
13           Pages  6 through 34 of the registrant's combined  1997
             Annual Report to Shareholders and Proxy Statement  for
             the fiscal year ended December 31, 1997.
         
21           Subsidiaries of the Corporation.
         
23           Consent of Independent Accountants.
         
24a          Powers of Attorney.
         
24b          Board of Directors' Resolution.
         
27           Financial Data Schedule.
         
99a          Annual  Report  on Form 11-K for the plan  year  ended
             December  31, 1997 for the SNET Management  Retirement
             Savings  Plan will be filed as an amendment  prior  to
             June 30, 1998.
         
99b          Annual  Report  on Form 11-K for the plan  year  ended
             December   31,   1997  for  the  SNET  Bargaining-Unit
             Retirement Savings Plan will be filed as an  amendment
             prior to June 30, 1998.