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, 1996 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               0-1244

                       UNITED TELEPHONE COMPANY OF FLORIDA
             (Exact name of registrant as specified in its charter)

    FLORIDA                                                     59-0248365
   (State or other jurisdiction of                        (I.R.S. Employer     
    incorporation or organization)                       Identification No.)

             P. O. BOX 165000, Altamonte Springs, Florida 32716-5000
                    (Address of principal executive offices)

                                 (407) 889-6010

              (Registrant's telephone number, including area code)

This registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.

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, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No

There are 6,500,000 shares of common stock, par value $2.50, outstanding as of 
the date of filing this report.


<PAGE>





                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                                      INDEX




Part I - Financial Information Page

Item 1.
 Consolidated Balance Sheets as of September 30, 1996 and December 31, 1995...1

 Consolidated Statements of Income for the Three and Nine Months Ended
   September 30, 1996 and 1995 ...............................................3

 Consolidated Statements of Cash Flows for the Nine Months Ended
   September 30, 1996 and 1995 ...............................................5

 Condensed Notes to Consolidated Financial Statements.........................6

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



Part II - Other Information


Item 1. Legal Proceedings....................................................13

Item 2. Changes in Securities................................................13

Item 3. Defaults Upon Senior Securities......................................13

Item 4. Submission of Matters to a Vote of Security Holders..................13

Item 5. Other Information....................................................13

Item 6. Exhibits and Reports on Form 8-K.....................................13

Signature....................................................................14














<PAGE>
<TABLE>
                                                                                                                            PART I.
                                                                                                                            Item 1.
                                                                         

                                                                                                                      
                                            UNITED TELEPHONE COMPANY OF FLORIDA
                                                CONSOLIDATED BALANCE SHEETS
                                                      (In Thousands)
<CAPTION>



                                                                           September 30,                    December 31,
              ASSETS                                                           1996                             1995
              ------                                                               
                                                                        --------------------             --------------------
<S>                                                                   <C>                              <C>     
                                                                                            (Unaudited)
CURRENT ASSETS
     Cash                                                             $               7,868            $               9,267
     Receivables:
          Interexchange carriers                                                     36,323                           38,278
          Customers and other                                                        90,093                           81,404
          Unbilled toll                                                               9,462                           19,197
          Affiliated companies                                                       30,151                           24,677
          Allowance for uncollectible accounts                                       (3,551)                          (3,731)
     Inventories                                                                     26,593                           26,938
     Prepayments                                                                      1,735                            2,387
     Deferred income taxes                                                            1,921                            9,506
                                                                        --------------------             --------------------
                                                                                    200,595                          207,923



PROPERTY, PLANT AND EQUIPMENT
     Land and buildings                                                             157,698                          155,794
     Telephone network equipment and outside plant                                2,372,545                        2,274,640
     Other                                                                          114,052                          135,833
     Construction in progress                                                        54,663                           54,863
                                                                        --------------------             --------------------
                                                                                  2,698,958                        2,621,130
     Less accumulated depreciation                                                1,495,095                        1,420,212
                                                                        --------------------             --------------------
                                                                                  1,203,863                        1,200,918



DEFERRED CHARGES AND OTHER ASSETS                                                    43,394                           35,752









                                                                        ====================             ====================
                                                                      $           1,447,853            $           1,444,593
                                                                        ====================             ====================




                                                                      1

</TABLE>
<PAGE>

<TABLE>

                                                                                                                         PART I.
                                                                                                                         Item 1.



<CAPTION>

                                                                              September 30,                    December 31,
               LIABILITIES AND STOCKHOLDER'S EQUITY                               1996                             1995
               ------------------------------------                                   
                                                                           --------------------             --------------------
<S>                                                                       <C>                              <C>                    
 Outstanding checks in excess of cash balances                           $              10,030            $               3,383
     Commercial paper                                                                                                    29,710
     Advance from parent                                                                23,584                             (52)
     Current maturities of long-term debt                                                1,906                            2,034
     Accounts payable:
          Interexchange carriers                                                        21,838                           53,069
          Affiliated companies                                                          24,100                           23,665
          Other                                                                         20,179                           36,242
     Advance billings and customer deposits                                             22,918                           22,651
     Accrued vacation pay                                                               17,313                           16,159
     Accrued interest                                                                    7,404                           11,556
     Accrued taxes                                                                      20,293                            7,146
     Other                                                                              22,383                           22,308
                                                                           --------------------             --------------------
                                                                                       191,948                          227,871

LONG-TERM DEBT                                                                         436,349                          437,733


DEFERRED CREDITS AND OTHER LIABILITIES
     Deferred income taxes                                                             108,361                          109,991
     Deferred investment tax credits                                                     6,565                            8,816
     Postretirement and other benefit obligations                                       68,784                           60,155
     Other                                                                              14,644                           14,383
                                                                           --------------------             --------------------
                                                                                       198,354                          193,345


COMMON STOCK AND OTHER STOCKHOLDER'S EQUITY
     Common stock, authorized 16,000,000 shares, par
          value $2.50, issued and outstanding 6,500,000 shares                          16,250                           16,250
     Capital in excess of par value                                                    166,583                          166,583
     Retained earnings                                                                 438,368                          402,811
                                                                           --------------------             --------------------
                                                                                       621,202                          585,644

                                                                           ====================             ====================
                                                                         $           1,447,853            $           1,444,593
                                                                           ====================             ====================


                           See Accompanying Condensed Notes to Consolidated Financial Statements.

                                                               2
</TABLE>
<PAGE>

<TABLE>

                                                                                                                      PART I.
                                                                                                                      Item 1.
                                            UNITED TELEPHONE COMPANY OF FLORIDA
                                             CONSOLIDATED STATEMENTS OF INCOME
                                                       (In Thousands)


<CAPTION>

                                                                                       Three Months Ended
                                                                                         September 30,
                                                                    ---------------------------------------------------------
                                                                             1996                               1995
                                                                    ----------------------             ----------------------
<S>                                                                  <C>                                <C>                       
OPERATING REVENUES                                                                        (Unaudited)
     Local service                                                  $             100,281              $              90,743
     Network access service                                                        89,362                             77,555
     Long distance service                                                         16,329                             16,933
     Miscellaneous                                                                 39,054                             34,893
                                                                      --------------------               --------------------
                                                                                  245,026                            220,124

OPERATING EXPENSES
     Plant expense                                                                 57,833                             61,284
     Depreciation                                                                  46,471                             44,693
     Customer operations                                                           33,258                             33,582
     Corporate operations                                                          22,087                             19,269
     Other operating expenses                                                      11,999                              6,435
     Taxes:
         Federal income:
             Current                                                               12,662                             19,930
             Deferred                                                               6,830                             (6,867)
             Deferred investment tax credits, net                                    (724)                              (681)
         State, local and miscellaneous                                             9,336                              8,696
                                                                      --------------------               --------------------
                                                                                  199,752                            186,341
                                                                      --------------------               --------------------

OPERATING INCOME                                                                   45,274                             33,783

INTEREST CHARGES
     Interest on long-term debt                                                     8,558                              8,670
     Interest on short-term debt                                                      277                                 58
     Other interest                                                                   649                                753
                                                                      --------------------               --------------------
                                                                                    9,484                              9,481

OTHER INCOME
     Interest charged to construction                                                (220)                                77
     Interest income                                                                  124                                122
                                                                      --------------------               --------------------
                                                                                      (96)                               199
                                                                      --------------------               --------------------


NET INCOME                                                          $              35,694              $              24,501
                                                                      ====================               ====================
                                                                                                       

                           See Accompanying Condensed Notes to Consolidated Financial Statements.

                                                             3

</TABLE>
<PAGE>

<TABLE>

                                                                                                                      PART I.
                                                                                                                      Item 1.
                                            UNITED TELEPHONE COMPANY OF FLORIDA
                                             CONSOLIDATED STATEMENTS OF INCOME
                                                       (In Thousands)
<CAPTION>



                                                                                       Nine Months Ended
                                                                                         September 30,
                                                                    ---------------------------------------------------------
                                                                            1996                               1995
                                                                    ----------------------             ----------------------
<S>                                                                  <C>                                <C>                        
OPERATING REVENUES                                                                        (Unaudited)
     Local service                                                  $             296,827              $             269,796
     Network access service                                                       274,807                            241,668
     Long distance service                                                         53,192                             58,109
     Miscellaneous                                                                112,364                            100,633
                                                                      --------------------               --------------------
                                                                                  737,190                            670,206

OPERATING EXPENSES
     Plant expense                                                                172,554                            181,957
     Depreciation                                                                 142,960                            139,629
     Customer operations                                                           99,137                             96,182
     Corporate operations                                                          65,357                             58,916
     Other operating expenses                                                      27,585                             18,585
     Taxes:
         Federal income:
             Current                                                               56,715                             58,155
             Deferred                                                               4,751                            (14,827)
             Deferred investment tax credits                                       (2,251)                            (2,193)
         State, local and miscellaneous                                            28,843                             26,447
                                                                      --------------------               --------------------
                                                                                  595,651                            562,851
                                                                      --------------------               --------------------

OPERATING INCOME                                                                  141,539                            107,355

INTEREST CHARGES
     Interest on long-term debt                                                    25,670                             25,665
     Interest on short-term debt                                                      386                                626
     Other interest                                                                 2,012                              2,439
                                                                      --------------------               --------------------
                                                                                   28,068                             28,730

OTHER INCOME (EXPENSE)
     Interest charged to construction                                                (382)                                77
     Interest income                                                                  468                                294
                                                                      --------------------               --------------------
                                                                                       86                                371
                                                                      --------------------               --------------------


NET INCOME                                                          $             113,557              $              78,996
                                                                      ====================               ====================


                           See Accompanying Condensed Notes to Consolidated Financial Statements.

                                                                  4
</TABLE>
<PAGE>

<TABLE>

                                                                                                                          PART I.
                                                                                                                          Item 1.
                                UNITED TELEPHONE COMPANY OF FLORIDA
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (In Thousands)
<CAPTION>


                                                                                                    Nine Months Ended
                                                                                                      September 30,
                                                                                         ----------------------------------------
                                                                                             1996                       1995
                                                                                         -------------              -------------
<S>                                                                                     <C>                        <C> 
                                                                                                       (Unaudited)
OPERATING ACTIVITIES
     Net income                                                                        $      113,557             $       78,996
     Adjustments to reconcile net income to net cash
          provided by operating activities:
            Depreciation                                                                      142,960                    139,629
            Deferred income taxes and investment
                tax credits                                                                     3,704                    (20,234)

     Changes in operating assets and liabilities:
          Receivables, net                                                                     (2,653)                     5,023
          Inventories                                                                             345                        858
          Prepayments                                                                             652                      1,752
          Accounts payable, accrued expenses and
             other current liabilities                                                        (29,721)                     7,065
          Noncurrent assets and liabilities, net                                                 (800)                    10,103
                                                                                         -------------              -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                                     228,044                    223,192




INVESTING ACTIVITIES
     Capital expenditures                                                                    (145,644)                  (120,113)
     Net salvage from plant and equipment retired                                               1,930                      2,694
                                                                                         -------------              -------------
NET CASH USED BY INVESTING ACTIVITIES                                                        (143,714)                  (117,419)




FINANCING ACTIVITIES
     Proceeds from long-term borrowings                                                         -                         70,000
     Principal payments and retirements of long-term debt                                      (1,655)                    (4,468)
     Decrease in short-term borrowings                                                         (6,074)                   (94,133)
     Dividends paid                                                                           (78,000)                   (80,975)
     Redemption of preferred stock                                                            -                           (1,979)
                                                                                         -------------              -------------
NET CASH USED BY FINANCING ACTIVITIES                                                         (85,729)                  (111,555)
                                                                                         -------------              -------------


DECREASE IN CASH                                                                               (1,399)                    (5,782)


CASH AT BEGINNING OF PERIOD                                                                     9,267                      9,473
                                                                                         -------------              -------------


CASH AT END OF PERIOD                                                                  $        7,868             $        3,691
                                                                                         =============              =============


                             See Accompanying Condensed Notes to Consolidated Financial Statements.

                                                                        5
</TABLE>
<PAGE>

                                                                        PART I.
                                                                        Item 1.
                       UNITED TELEPHONE COMPANY OF FLORIDA
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (UNAUDITED)


The information contained in this Form 10-Q for the three and nine month interim
periods ended  September 30, 1996 and 1995 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, 1996 are not  necessarily  indicative  of the
operating results that may be expected for the year ended December 31, 1996.

1.  BASIS OF PRESENTATION

    The accompanying consolidated financial statements reflect the operations of
    United Telephone Company of Florida and its wholly-owned subsidiary,  United
    Telephone Long Distance,  Inc.,  collectively  referred to as the "Company."
    All significant intercompany transactions have been eliminated.

    Certain amounts previously reported for prior periods have been reclassified
    to  conform  to  the  current  period   presentation  in  the   accompanying
    consolidated  financial statements.  Such reclassifications had no effect on
    the results of operations or stockholder's equity as previously reported.

    The  preparation  of  financial  statements  in  conformity  with  generally
    accepted  accounting  principles  requires  management to make estimates and
    assumptions  that affect the reported  amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements,  and the reported  amounts of revenues  and expenses  during the
    reporting period. Actual results could differ from those estimates.

2.  EARNINGS PER SHARE

    Earnings per share  information  has been  omitted  because the Company is a
    wholly-owned subsidiary of Sprint Corporation (Sprint).


                                       6
<PAGE>

                                                                        PART I.
                                                                        Item 1.
                       UNITED TELEPHONE COMPANY OF FLORIDA
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (UNAUDITED)


3.  SUPPLEMENTAL CASH FLOWS INFORMATION

    The following are the supplemental disclosures required for the Consolidated
Statements of Cash Flows:

                                                      Nine months Ended
                                                         September 30,
                                                     1996           1995
                                                        (In Thousands)
      Cash paid for:
      
      Interest, net of amounts capitized         $32,397           $28,924
      Income taxes                               $68,979           $62,899


                                       7
<PAGE>

                                                                        PART I.
                                                                        Item 2.
                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                               SEPTEMBER 30, 1996


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


Regulatory Issues

In June 1994,  the Company  entered into a stipulation  with the Florida  Public
Service  Commission  (FPSC) whereby the Company's  allowed  intrastate return on
equity was capped at 13.0  percent for 1994 with any  earnings in excess of 13.0
percent to be deferred to 1995 when the maximum  allowed return reverted to 13.5
percent.

In November  1994, in compliance  with FPSC  regulations,  the Company filed its
triennial  depreciation study seeking an increase in annual depreciation expense
of approximately  $16.3 million effective January 1, 1995. The Company requested
shorter service lives to recognize  obsolescence caused by emerging technologies
required  to meet  customer  demands  for  more  sophisticated  voice  and  data
facilities. On January 17, 1995, the FPSC allowed the Company to implement, on a
preliminary basis, the proposed rates, reduced by a one-time depreciation charge
of $3.2 million ($2.4 million intrastate) recorded in 1994 which served to bring
the Company's 1994 intrastate  return on equity below the 13.0 percent cap noted
above.  On March 1, 1995,  the Office of Public  Counsel  filed a petition for a
hearing in protest of the FPSC's  approval  of the early  implementation  of the
depreciation rates.


In September 1995, the FPSC approved an increase in annual depreciation  expense
of $18.9 million.  The new depreciation rates were effective January 1, 1995 and
had been  substantially  recognized under the preliminary order discussed above.
In addition,  the FPSC determined that the Company had exceeded its 13.0 percent
cap by $1.5 million including interest for 1994 and required that this amount be
included in the determination of the Company's 1995 intrastate return on equity.
In  recognition  of this  recent  FPSC  order  the $3.2  million  of  additional
depreciation  recorded in December,  1994,  due to the  preliminary  order,  was
reversed in September, 1995.


                                       8
<PAGE>

                                                                       PART  I.
                                                                        Item 2.
                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                               SEPTEMBER 30, 1996     

Regulatory Issues  (Continued)

On July 1, 1995, telecommunications reform legislation became law in Florida. In
summary,  this legislation allows competition in the local telephone marketplace
beginning  January 1, 1996, while replacing rate of return regulation with price
regulation.  While the  Company  cannot  predict  the  ultimate  effects of this
legislation  on its future  operations,  it does not  expect a material  adverse
impact in the near term.

In February 1996, the  Telecommunications  Act of 1996 (the Act) was signed into
law.  The  purpose  of the  Act is to  promote  competition  in all  aspects  of
telecommunications. The Act requires telecommunications carriers to interconnect
with other  carriers  and to provide for  resale,  number  portability,  dialing
parity,  access  to  rights-of-way  and  compensation  for  reciprocal  traffic.
Additionally,  incumbent  local  telephone  companies  are  required  to provide
nondiscriminatory  unbundled  access,  resale at  wholesale  rates and notice of
changes that would affect  interoperability of facilities and networks.  The FCC
is to adopt mechanisms to ensure that essential  telecommunications services are
affordable.

The Act also provides that regional Bell Operating Companies (RBOCs) may provide
long  distance  service  that is  out-of-region  or  incidental  to  audio/video
programming,  Internet  for  schools,  mobile  services,  information  or  alarm
services  and  telecommunications  signaling.  In order  for an RBOC to  provide
in-region  long  distance  service,  the Act  requires the RBOC to comply with a
comprehensive  competitive checklist and expands the role of the U.S. Department
of Justice in the FCC's  determination  of whether the entry of an RBOC into the
competitive long distance market is in the public interest.  Additionally, there
must be a real  facilities-based  competitor for  residential and business local
telephone  service (or the failure of  potential  providers  to request  access)
prior to an RBOC providing  in-region long distance service.  RBOCs must provide
long distance  services through a separate  subsidiary for at least three years.
Until the RBOCs are allowed into long distance or three years have passed,  long
distance  carriers with more than five percent of the nation's  access lines may
not jointly  market  RBOC resold  local  telephone  service,  and states may not
require RBOCs to provide intraLATA dialing parity.

Telecommunications  companies  may also  provide  video  programming  and  cable
operators  may  provide  telephone  service in the same  service  area.  The Act
prohibits  telecommunications  carriers and cable  operators from acquiring more
than 10 percent of each other, except in rural and other specified areas.

The impact of the Act on the  Company is unknown  because a number of  important
implementation  issues (such as the nature and extent of continued subsidies for
local rates) still need to be decided by state or federal  regulators.  However,
the  Company's  historical  prices and  market  share are likely to decline as a
result of increased local competition.


                                       9
<PAGE>

                                                                        PART I.
                                                                        Item 2.
                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                               SEPTEMBER 30, 1996


Liquidity and Capital Resources

Net cash provided by operating  activities  increased to $228.0  million for the
nine months ended  September 30, 1996,  compared to $223.2  million for the same
period in 1995.  The increase in net cash  generated by operating  activities is
primarialy due to an improved operating results.  These increases were partially
offset by an increased use of working capital.

Cash used by  investing  activities  increased  to $143.7  million  for the nine
months ended September 30, 1996,  compared to $117.4 million for the same period
in  1995.  This is due to an  increase  in  additions  to  property,  plant  and
equipment. The Company's planned construction expenditures for modernization and
growth in 1996 are approximately $202.0 million.

Cash used by financing activities decreased to $85.7 million for the nine months
ended  September  30,  1996,  compared to $111.6  million for the same period in
1995. In January 1995, the Company issued $70 million of 8.375 percent Series HH
bonds to reduce commercial paper outstanding.  All other financing  is  provided
by Sprint Corporation.


Financial Condition

The  Company's  ratio of common  equity to total  capital  was 57.4  percent  at
September  30, 1996,  compared to 55.5  percent at December  31, 1995,  and 60.3
percent at September 30, 1995.  The  short-term  debt to total capital ratio was
2.2 percent at September 30, 1996, compared to 2.8 percent at December 31, 1995,
and 1.4 percent at September 30, 1995.

The Company's  consolidated assets  totaled $1.448 billion at September 30, 1996
compared to $1.445  billion at December 31, 1995.  During that period,  accounts
receivable  increased  $2.7  million  due  primarily  to  the  timing  of  sales
activities  and cash  collections.  Accounts  payable  decreased  $46.9  million
generally due to the timing of cash disbursements in addition to a turnaround of
interstate price cap reserves. Commercial paper and notes payable decreased $6.1
million primarily due to improved operating cash flow.   Accrued taxes increased
$13.1 million due to the timing of payments.


                                       10
<PAGE>

                                                                        PART I.
                                                                        Item 2.
                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                               SEPTEMBER 30, 1996

Results of Operations

The  Company  adopted  accounting  principles  for  a  competitive   marketplace
effective  December 31, 1995 and  discontinued  applying  Statement of Financial
Accounting Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types
of Regulation." The primary effects of the Company's discontinued application of
SFAS No. 71 were that certain accumulated  depreciation balances were increased,
plant asset lives were  shortened from  regulator-prescribed  lives to estimated
economic  lives,  switch  software costs which had  previously  been expensed as
incurred are now being capitalized and amortized, and the effects of any actions
of regulators  that had been  recognized as assets and  liabilities  pursuant to
SFAS No. 71 but which would not have been  recognized as such by  enterprises in
general were eliminated from the consolidated  balance sheet. 

As discussed in "Regulatory  Issues," effective January 1, 1996, Florida changed
from rate of return regulation to price regulation.  This change is resulting in
the recognition of seasonal trends in the Company's operating results.

Local service revenues are derived from providing  telephone  exchange services.
Local service  revenues  increased $9.5 million  and $27.0 million for the three
and nine months ended September 30, 1996, respectively,  primarily due to access
line growth,  increased  equipment  leases and  increases  in  demand for custom
calling features  and inside  wire  maintenance contracts.  Another contributing
factor  to the increase in local  service revenues was the conversion of certain
short-haul toll routes to flat rate message plans.

Network  access  service  revenues are derived from billing  other  carriers and
telephone customers for their use of the local network to complete long distance
calls in those instances where long distance service is not provided entirely by
the Company.  Network access revenues  increased $11.8 million and $33.1 million
for the three and nine months ended  September  30, 1996,  respectively.  Access
rate  reductions  that went into effect  August 1, 1995 were more than offset in
the three and nine month  periods by  increased  minutes of use and by increased
expense  recovery  under the  interstate  price cap  agreement  with the Federal
Communications  Commission  (FCC). In addition,  the adoption of the 5.3 percent
productivity rate for the FCC Interstate price cap plan, effective August, 1995,
eliminated the rate of return ceiling on interstate  earnings,  beginning  July,
1995, and therefore increased the retention of revenue.

Long distance  revenues are derived  principally  from  providing  long distance
services within designated areas.  These revenues decreased $.6 million and $4.9
million for the three and nine months ended  September  30, 1996,  respectively,
primarily  due to increased  competition  in this market and the  conversion  of
certain  short-haul  toll  routes to flat rate  message  plans.  These flat rate
revenue streams are included in local service revenue.


                                       11
<PAGE>

                                                                        PART I.
                                                                        Item 2.
                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                               SEPTEMBER 30, 1996



Miscellaneous  revenues include  revenues related to directory  publishing fees,
the provision of billing and  collection  services for  interexchange  carriers,
sales of  telecommunication  equipment  and leasing of network  facilities.  The
increase in  miscellaneous  revenues of $4.2  million and $11.7  million for the
three and nine months ended September 30, 1996, respectively,  was primarily due
to increases in equipment  sales.  Partially  offsetting  these  increases was a
decrease in telemarketing revenues as a result of the March 1, 1996, spin-off of
this function into Sprint TELECENTERs, Inc (STI).

Plant  expenses  decreased  $3.5  million and $9.4 for the three and nine months
ended September 30, 1996, respectively,  from the comparable periods in 1995. In
conjunction  with  the  adoption  of  accounting  principles  for a  competitive
marketplace,  switch  software  costs  which had  previously  been  expensed  as
incurred are now being  capitalized  and  amortized,  resulting in a decrease in
plant  expense.  In  addition,  the  expense  decrease  was also  attributed  to
decreased  movement and repairs of cable and wire which was partially  offset by
increased computer expenses.

Depreciation  expense  increased $1.8 million and $3.3 million for the three and
nine months ended September 30, 1996, respectively, compared to the same periods
in 1995.  In  conjunction  with the  December  31, 1995  adoption of  accounting
principles for a competitive marketplace, an adjustment was made to increase the
accumulated  depreciation  balance.  This adjustment  resulted in certain assets
becoming fully  depreciated,  thus reducing  depreciation  expense in 1996. This
reduction was more than offset by  amortization  of switch  software costs which
are now being  capitalized.  Throughout  1996, this  amortization is expected to
partially  offset the related  decrease in plant  operations  expense  discussed
above.  Accordingly,   the  annual  impact  on  operations  resulting  from  the
capitalization   of  switch   software  is  not  expected  to  be   significant.

Customer operations expense decreased $.3 million and increased $3.0 million for
the three and nine months  ended  September  30,  1996,  respectively.  Customer
operations  expenses  increased  primarily  due to marketing  and bad debt costs
supporting the increases in local and miscellaneous revenues streams.  Partially
offsetting these increases was a decrease in telemarketing  expenses as a result
of the March 1, 1996,  spin-off of this  function into Sprint  TELECENTERs,  Inc
(STI).

Corporate  operations  expense  increased  $2.8 million and $6.4 million for the
three and nine months ended September 30, 1996, respectively, due to an increase
in general and administrative services provided by Sprint.

Other operating  expense increased $5.6 million and $9.0  million for  the three
and nine months  ended  September  30,  1996, respectively,  primarily due to an
increase in the cost of sales associated with an increase in equipment sales.


                                       12
<PAGE>

                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996

                                OTHER INFORMATION


Item 1.  Legal Proceedings

    There were no reportable events during the quarter ended September 30, 1996.

Item 2. Changes in Securities

    Omitted under the provisions of General Instruction H.

Item 3. Defaults Upon Senior Securities

    Omitted under the provisions of General Instruction H.

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

    Omitted under the provisions of General Instruction H.

Item 5.  Other Information

    There were no reportable events during the quarter ended September 30, 1996.

Item 6.  Exhibits and Reports on Form 8-K

    No reports on Form 8-K were required to be filed during the quarter ended 
       September 30, 1996.


                                       13
<PAGE>


                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996

                                    SIGNATURE


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

                                          UNITED TELEPHONE COMPANY OF FLORIDA
                                           (Registrant)



Date: October 12, 1996                    By: /s/ J. J. Beling
                                              -----------------------------

                                          J. J. Beling
                                          Controller & Chief Accounting Officer


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