UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

           [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                   September 30, 1995
                               ------------------------------------

                                       OR

      [ ] 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                                 1-6793

                            CENTRAL TELEPHONE COMPANY
             (Exact name of registrant as specified in its charter)

               DELAWARE                                        47-0533677
(State or other jurisdiction of incorporation               (I.R.S. Employer
           or organization)                               Identification No.)

        P.O. Box 11315, Kansas City, Missouri 64112
------------------------------------------------------------------------------
         (Address of principal executive offices)

                        (913) 624-3000
------------------------------------------------------------------------------
   (Registrant's telephone number, including area code)


------------------------------------------------------------------------------
    (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

SHARES OF COMMON STOCK OUTSTANDING AT September 30, 1995 -- 2,250,000






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<PAGE>



                            CENTRAL TELEPHONE COMPANY
               FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1995

                                      INDEX



                                                                                                   Page
                                                                                                  Number
                                                                                         -------------------------

<S>                                                                                               <C>
Part I - Financial Information

             Item 1.  Financial Statements                                                        1 - 6

                       Consolidated Balance Sheets                                                1 - 2

                       Consolidated Statements of Income                                            3

                       Consolidated Statements of Cash Flows                                        4

                        Condensed Notes to Consolidated Financial Statements                      5 - 6

             Item 2.  Management's Discussion and Analysis of Financial Condition and
                      Results of Operations                                                       7 - 8

Part II - Other Information

             Item 1.  Legal Proceedings                                                             9

             Item 2.  Changes in Securities                                                         9

             Item 3.  Defaults Upon Senior Securities                                               9

             Item 4.  Submission of Matters to a Vote of Security Holders                           9

             Item 5.  Other Information                                                             9

             Item 6.  Reports on Form 8-K                                                           9

Signature                                                                                           10

Exhibit                                                                                             





</TABLE>





<TABLE>
<CAPTION>
<PAGE>


                                                         
                                                                                                            PART 1.
                                                                                                            Item 1.
                            CENTRAL TELEPHONE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                                  (In Millions)

                                                                                 As of                  As of
                                                                             September 30,          December 31,
                                                                                 1995                   1994
---------------------------------------------------------------------- --- ------------------ --- ------------------
                                                                              (Unaudited)
<S>                                                                         <C>                     <C>
Assets
Current assets
   Cash                                                                     $     9.7               $    19.2
   Receivables
     Customers and other, net of allowance for doubtful accounts of
       $1.5 million ($0.5 million in 1994)                                      122.3                    95.4
     Interexchange carriers                                                      35.7                    31.7
     Affiliated companies                                                        23.1                    24.8
   Advances to affiliates                                                       105.3                    38.2
   Deferred income taxes                                                          1.0                     4.2
   Prepaid expenses and other                                                    22.6                    15.8
---------------------------------------------------------------------- --- ------------------ --- ------------------
   Total current assets                                                         319.7                   229.3

Property, plant and equipment
   Land and buildings                                                           122.7                   119.2
   Telephone network equipment and outside plant                              2,404.7                 2,282.9
   Other                                                                        142.8                   136.3
   Construction in progress                                                      41.3                    29.6
---------------------------------------------------------------------- --- ------------------ --- ------------------
                                                                              2,711.5                 2,568.0
   Less accumulated depreciation                                             (1,112.1)               (1,026.6)
---------------------------------------------------------------------- --- ------------------ --- ------------------
                                                                              1,599.4                 1,541.4

Deferred charges and other assets                                                51.0                    64.1
---------------------------------------------------------------------- --- ------------------ --- ------------------

                                                                            $ 1,970.1               $ 1,834.8
                                                                       --- ------------------ --- ------------------



See accompanying condensed Notes to Consolidated Financial Statements.


</TABLE>

                                       1
<PAGE>


<TABLE>
<CAPTION>


                                                                                                            PART 1.
                                                                                                            Item 1.
                            CENTRAL TELEPHONE COMPANY
                     CONSOLIDATED BALANCE SHEETS (continued)
                                  (In Millions)


                                                                                 As of                  As of
                                                                             September 30,          December 31,
                                                                                  1995                  1994
---------------------------------------------------------------------------------------------------------------------
                                                                              (Unaudited)

<S>                                                                         <C>                     <C>
Liabilities and Stockholders' Equity
Current liabilities
   Outstanding checks in excess of cash balances                            $     9.9               $     3.1
   Current maturities of long-term debt                                           4.2                     4.3
   Advances from affiliates                                                     141.3                    90.3
   Accounts payable
     Vendors and other                                                           28.9                    27.3
     Interexchange carriers                                                      52.8                    35.7
     Affiliated companies                                                        35.5                    37.1
   Advance billings                                                              17.6                    17.2
   Accrued taxes                                                                 19.7                    22.3
   Other                                                                         54.1                    70.3
---------------------------------------------------------------------------------------------------------------------
   Total current liabilities                                                    364.0                   307.6

Long-term debt                                                                  553.8                   510.2

Deferred credits and other liabilities
   Deferred income taxes and investment tax credits                             247.0                   259.6
   Postretirement benefits obligations                                           76.3                    64.8
   Regulatory liabilities                                                        48.1                    52.1
   Other                                                                         33.3                    25.7
---------------------------------------------------------------------------------------------------------------------
                                                                                404.7                   402.2

Redeemable preferred stock                                                        5.4                     6.7

Common stock and other stockholders' equity
   Common stock, no par value, authorized, issued and outstanding -
     2.3 million shares                                                         353.1                   353.1
   Non-redeemable preferred stock                                                 2.0                     2.0
   Capital in excess of stated value                                              1.6                     1.3
   Retained earnings                                                            285.5                   251.7
---------------------------------------------------------------------------------------------------------------------
                                                                                642.2                   608.1
---------------------------------------------------------------------------------------------------------------------

                                                                            $ 1,970.1               $ 1,834.8
                                                                       ----------------------------------------------



See accompanying condensed Notes to Consolidated Financial Statements.

</TABLE>

                                       2
<PAGE>


<TABLE>
<CAPTION>


                                                                                                            PART I.
                                                                                                            Item 1.

                            CENTRAL TELEPHONE COMPANY
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                                  (In Millions)


                                                      Three Months Ended                  Nine Months Ended
                                                         September 30,                      September 30,
                                             --- ------------------------------ --- ------------------------------
                                                     1995             1994              1995             1994
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- -------------
<S>                                              <C>              <C>               <C>              <C>
Operating revenues
Local service                                    $   122.1        $   115.3         $   360.3        $   336.8
Toll and access service                              100.3             93.7             290.1            267.2
Other                                                 31.6             28.6              93.3             80.1
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- -------------
   Total operating revenues                          254.0            237.6             743.7            684.1
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- -------------

Operating expenses
Plant operations                                      83.6             77.6             244.2            225.3
Depreciation and amortization                         39.4             34.5             114.0            102.9
Customer operations                                   38.3             38.3             114.8            107.0
Other operations                                      35.8             36.8             108.0            105.0
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- -------------
   Total operating expenses                          197.1            187.2             581.0            540.2
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- -------------

Operating income                                      56.9             50.4             162.7            143.9

Interest expense                                     (11.6)           (10.0)            (35.7)           (28.5)
Other income, net                                      0.3              1.1               3.1              2.4
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- -------------

Income before income taxes and cumulative
   effect of changes in accounting
   principles                                         45.6             41.5             130.1            117.8

Income tax provision                                 (16.1)           (14.2)            (45.7)           (39.9)
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- -------------

Income before cumulative effect of changes
   in accounting principles
                                                      29.5             27.3              84.4             77.9

Cumulative effect of changes in accounting
   principles, net                                     --               --                --              (1.6)
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- -------------

Net income                                            29.5             27.3              84.4             76.3

Preferred stock dividends                             (0.1)            (0.2)             (0.3)            (0.4)
-------------------------------------------- --- ------------- -- ------------- --- ------------- -- -------------

Earnings applicable to common stock              $    29.4        $    27.1         $    84.1        $    75.9
                                             --- ------------- -- ------------- --- ------------- -- -------------



See accompanying condensed Notes to Consolidated Financial Statements.
</TABLE>

                                       3
<PAGE>


<TABLE>
<CAPTION>


                                                                                                            PART I.
                                                                                                            Item 1.
                            CENTRAL TELEPHONE COMPANY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                  (In Millions)

                                                                                        Nine Months Ended
                                                                                            September 30,
                                                                                    ------------------------------             
                                                                                        1995             1994
------------------------------------------------------------------------------- --- ------------- -- -------------
<S>                                                                                 <C>              <C>
Operating activities
Net income                                                                          $   84.4         $  76.3
Adjustments to reconcile net income to net cash provided by operating
   activities
   Depreciation and amortization                                                       114.0           102.9
   Cumulative effect of changes in accounting principles                                 --              1.6
   Deferred income taxes and investment tax credits                                    (13.0)           (8.2)
   Changes in operating assets and liabilities
     Receivables, net                                                                  (28.1)           (7.1)
     Other current assets                                                               (6.8)           (1.3)
     Accounts payable, accrued expenses and other current liabilities                    5.5           (23.6)
     Noncurrent assets and liabilities, net                                             31.7            31.9
   Other, net                                                                           (1.5)           (3.2)
------------------------------------------------------------------------------- --- ------------- -- -------------
Net cash provided by operating activities                                              186.2           169.3
------------------------------------------------------------------------------- --- ------------- -- -------------

Investing activities
Capital expenditures                                                                  (171.0)         (154.3)
Increase in advances to affiliates                                                     (67.1)          (33.1)
Other, net                                                                              (0.5)           (1.5)
------------------------------------------------------------------------------- --- ------------- -- -------------
Net cash used by investing activities                                                 (238.6)         (188.9)
------------------------------------------------------------------------------- --- ------------- -- -------------

Financing activities
Retirements of long-term debt                                                           (3.9)          (21.9)
Increase in notes payable                                                               47.4            67.0
Increase in advances from affiliates                                                    51.0            57.5
Dividends paid                                                                         (50.6)          (79.0)
Other, net                                                                              (1.0)            --
------------------------------------------------------------------------------- --- ------------- -- -------------
Net cash provided by financing activities                                               42.9            23.6
------------------------------------------------------------------------------- --- ------------- -- -------------

Increase (decrease) in cash                                                             (9.5)            4.0

Cash at beginning of period                                                             19.2             9.5
------------------------------------------------------------------------------- --- ------------- -- -------------

Cash at end of period                                                               $    9.7         $  13.5
                                                                                --- ------------- -- -------------

------------------------------------------------------------------------------- --- ------------- -- -------------
Supplemental cash flows information
Cash paid for interest                                                              $   34.8         $  33.7
Cash paid for income taxes                                                          $   60.5         $  36.5
------------------------------------------------------------------------------- --- ------------- -- -------------



See accompanying condensed Notes to Consolidated Financial Statements.
</TABLE>

                                       4
<PAGE>




                                                                         PART I.
                                                                         Item 1.
                            CENTRAL TELEPHONE COMPANY
         CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           September 30, 1995 and 1994


The information contained in this Form 10-Q for the three and nine-month interim
periods ended  September 30, 1995 and 1994 has been prepared in accordance  with
instructions  to Form 10-Q and Rule 10-01 of  Regulation  S-X. In the opinion of
management,  all  adjustments  considered  necessary,  consisting only of normal
recurring  accruals,  to present  fairly the  consolidated  financial  position,
results of operations, and cash flows for such interim periods have been made.

Certain information and footnote  disclosures  normally included in consolidated
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  condensed or omitted.  The results of operations  for the
nine months  ended  September  30, 1995 are not  necessarily  indicative  of the
operating results that may be expected for the year ended December 31, 1995.

1.  Accounting Policies

Basis of Presentation

The  accompanying  consolidated  financial  statements  include the  accounts of
Central Telephone Company and its wholly-owned  subsidiaries,  Central Telephone
Company of Florida,  Central Telephone Company of Virginia and Central Telephone
Company of Illinois (the Company).  All  significant  intercompany  transactions
have  been  eliminated.  The  Company  is a  wholly-owned  subsidiary  of Sprint
Corporation  (Sprint);  accordingly,  earnings  per share  information  has been
omitted.  The Company is in the business of providing  communications  services,
principally  local,  network  access and toll  services  in portions of Florida,
Illinois, Nevada, North Carolina and Virginia.

Accounting Change

Effective  January  1, 1994,  the  Company  adopted  SFAS No.  112,  "Employers'
Accounting for Postemployment  Benefits." Upon adoption,  the Company recognized
certain previously unrecorded  obligations for benefits being provided to former
or  inactive  employees  and  their  dependents,  after  employment  but  before
retirement.   Such  postemployment  benefits  offered  by  the  Company  include
severance,   disability,  and  workers'  compensation  benefits,  including  the
continuation of other benefits such as health care and life insurance  coverage.
The resulting nonrecurring,  noncash charge of $2 million, net of related income
tax  benefits,  is reflected in the 1994  consolidated  statement of income as a
cumulative effect of change in accounting principle. Adoption of SFAS No.
112 had no significant impact on operating expenses in 1994.

Reclassifications

Certain amounts in the accompanying  consolidated  financial statements for 1994
have been  reclassified  to conform to the  presentation  of amounts in the 1995
consolidated financial statements.  These reclassifications had no effect on the
results of operations.


                                       5
<PAGE>


2.  Income Taxes

The  differences  which  cause the  effective  income  tax rate to vary from the
statutory  federal  income  tax rate of 35  percent  for the nine  months  ended
September 30, 1995 and 1994, respectively, are as follows (in millions):
<TABLE>
<CAPTION>

                                                                                          Nine Months Ended
                                                                                            September 30,
                                                                                    ------------------------------
                                                                                        1995             1994
------------------------------------------------------------------------------- --- ------------- -- -------------

<S>                                                                                 <C>              <C>
Income tax provision at the statutory rate
                                                                                    $   45.5         $  41.2

Effect of:
Investment tax credits included in income                                               (2.7)           (3.2)
State income taxes, net of federal income tax effect                                     4.6             3.6
Reversal of rate differentials                                                          (2.3)           (2.7)
Other, net                                                                               0.6             1.0
------------------------------------------------------------------------------- --- ------------- -- -------------

Income tax provision                                                                $   45.7         $  39.9
                                                                                --- ------------- -- -------------

Effective income tax rate                                                              35.1%           33.9%
                                                                                --- ------------- -- -------------
</TABLE>

3.  Subsequent Event

The Company has  determined  that it no longer meets the criteria  necessary for
the continued application of the accounting prescribed by Statement of Financial
Accounting Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types
of Regulation." As a result of the discontinued  application of SFAS No. 71, the
Company will recognize a noncash, after-tax extraordinary charge of between $180
million  and $220  million  in the  fourth  quarter  of 1995 to  adjust  the net
carrying amount of telephone plant in-service and to eliminate regulatory assets
and liabilities.




                                       6
<PAGE>



                                                                         PART I.
                                                                         Item 2.
                            CENTRAL TELEPHONE COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Liquidity and Capital Resources

Cash flows from operating activities,  which are the Company's primary source of
liquidity,  were $186 million  during the first nine months of 1995  compared to
$169  million  during the first nine months of 1994.  The  increase in operating
cash flows reflects increased earnings and non-cash expenses.

The Company's  investing  activities  used cash of $239 million and $189 million
during the first nine  months of 1995 and 1994,  respectively.  The  increase in
cash  used  for  investing  activities  was  due to  increases  in  advances  to
affiliates  and increased  capital  expenditures.  Capital  expenditures,  which
represent the Company's most significant  investing activity,  were $171 million
and $154  million  during the first nine months of 1995 and 1994,  respectively.
Capital  expenditures were made to accommodate  access line growth and to expand
the capabilities for providing enhanced telecommunications services.

Financing  activities  provided cash of $43 million and $24 million in the first
nine  months of 1995 and 1994,  respectively.  The  change  in cash  flows  from
financing activities is largely due to a reduction in dividends paid.

As of September 30, 1995, the Company's total  capitalization  aggregated  $1.35
billion,  consisting of long-term debt (including current maturities),  advances
from  affiliates,  redeemable  preferred  stock,  and  common  stock  and  other
stockholders' equity.  Long-term debt (including current maturities and advances
from affiliates)  comprised 51.9 percent of total capitalization as of September
30, 1995 compared to 49.6 percent at year-end 1994.

The Company anticipates  funding capital  expenditures for the remainder of 1995
of approximately $55 million with cash flows from operating activities.

In  October  1995,  the  Company,  Sprint  and  Sprint  Capital  Corporation  (a
wholly-owned subsidiary of Sprint) renewed their revolving credit agreement with
a  syndicate  of domestic  and  international  banks for five  years.  Under the
agreement, the Company can borrow up to an aggregate of $200 million.


Results of Operations

Net  operating  revenues  increased  6.9  percent  and 8.7  percent in the third
quarter and first nine months of 1995,  respectively,  over the comparable  1994
periods. Local service revenues, derived from providing local exchange telephone
service,  increased  5.9 percent and 7.0 percent in the third  quarter and first
nine  months of 1995,  respectively,  over the  comparable  1994  periods.  This
increase reflects continued growth in the number of access lines served,  add-on
services such as custom calling features,  and increased  Centrex revenues.  The
number of access lines served grew 5.6 percent during the past twelve months.

Toll and access  service  revenues,  derived from  interexchange  long  distance
carriers use of the local  network to complete  calls and the  provision of long
distance services within specified  geographical areas, increased $7 million and
$23  million   during  the  third   quarter  and  first  nine  months  of  1995,
respectively,  relative to the comparable  1994 periods as a result of increased
traffic  volumes.  During the first quarter of 1995, the Federal  Communications
Commission  announced  a new  interim  interstate  price caps plan which  became
effective August 1, 1995. Under the new plan, the Company adopted a rate formula
based on the maximum  productivity factors that effectively removed the earnings
cap on the Company's  interstate  access  revenues.  Interstate  access revenues
currently  comprise  approximately  55 percent of the Company's  toll and access
service revenues.


                                       7
<PAGE>

Operating  expenses  increased  $10 million and $41 million in the third quarter
and first nine months of 1995,  respectively,  from the comparable 1994 periods.
The increases are primarily due to increases in plant operations expense related
to  the  costs  of  providing   services  resulting  from  access  line  growth.
Depreciation and amortization  expense increased due to an increase in the asset
base and the  implementation of depreciation  rate changes in Florida.  Customer
operations  expense  increased for the first nine months of 1995 due to expanded
customer services and increased marketing.

Interest  expense  increased $2 million and $7 million in the third  quarter and
first nine months of 1995,  respectively,  over the comparable 1994 periods. The
increases were generally due to increases in average levels of debt outstanding.

The Company's  income tax  provisions for the first nine months of 1995 and 1994
resulted in effective tax rates of 35.1 percent and 33.9 percent,  respectively.
See  Note  2  of  condensed  Notes  to  Consolidated  Financial  Statements  for
information  regarding the differences that cause the effective income tax rates
to vary from the statutory federal income tax rates.


Other Matters

Effective  January  1, 1994,  the  Company  adopted  SFAS No.  112,  "Employers'
Accounting for Postemployment Benefits." The cumulative effect of this change in
accounting  principle resulted in a charge of $2 million,  net of related income
tax benefits.

The Company has  historically  accounted for the economic  effects of regulation
pursuant  to SFAS No.  71,  "Accounting  for the  Effects  of  Certain  Types of
Regulation." The application of SFAS No. 71 requires the accounting  recognition
of the rate actions of regulators where  appropriate,  including the recognition
of depreciation and  amortization  based on estimated useful lives prescribed by
regulatory   commissions   rather   than  those   which  might  be  utilized  by
non-regulated enterprises.

The Company has  determined  that it no longer meets the criteria  necessary for
the  continued  application  of the  accounting  prescribed  by SFAS No. 71. The
Company's determination was based on changes in the regulatory framework,  which
continues to evolve from rate-base  regulation to price regulation as the latter
does  not  provide  for the  recovery  of  specific  costs.  In  addition,  with
technological    changes   and   the   convergence   of   competition   in   the
telecommunications  industry, the levels and types of competition are increasing
such that service and product  pricing may no longer provide for the recovery of
specific costs.

As a result of the  discontinued  application  of SFAS No. 71, the Company,  for
financial reporting purposes, is required to eliminate its regulatory assets and
liabilities and adjust the carrying amounts of its telephone plant in-service to
the extent  that it  determines  that such  amounts are either  overstated  as a
result of the  regulatory  process,  or are not  recoverable.  Accordingly,  the
Company will  recognize a non-cash,  after-tax  extraordinary  charge of between
$180  million and $220  million in the fourth  quarter of 1995 to adjust the net
carrying  amounts of telephone  plant  in-service  and to  eliminate  regulatory
assets and liabilities.




                                       8
<PAGE>



                                                                        PART II.
                                                               Other Information

Item 1.  Legal Proceedings

         There were no reportable  events during the quarter ended September 30,
         1995.

Item 2.  Changes in Securities

         There were no reportable  events during the quarter ended September 30,
         1995.

Item 3.  Defaults Upon Senior Securities

         There were no reportable  events during the quarter ended September 30,
         1995.

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

         There were no reportable  events during the quarter ended September 30,
         1995.

Item 5.  Other Information

         None.

Item 6.  Exhibit and Reports on Form 8-K

         (a) The following exhibit is filed as part of this report:

             (27)  Financial Data Schedule.

         (b) Reports on Form 8-K. 

             No reports on Form 8-K were filed during the quarter ended  
             September 30, 1995.



                                       9
<PAGE>



                                    SIGNATURE





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.


                                                      CENTRAL TELEPHONE COMPANY
                                                             (Registrant)


                                                     /s/Ralph J. Hodge
                                                     Ralph J. Hodge
                                                     Vice President - Controller


Dated:  November 14, 1995





                                       10
<PAGE>


                               EXHIBIT INDEX


EXHIBIT
NUMBER



     (27) Financial Data Schedule.