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       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>
<TABLE>
                                                                     PART I.
                                                                     Item 1.
                    UNITED TELEPHONE COMPANY OF FLORIDA
                        CONSOLIDATED BALANCE SHEETS
                             (In Thousands)
<CAPTION>
                                            September 30,      December 31,
        ASSETS                                  1995               1994
                                            -------------      ------------
                                              (Unaudited)
CURRENT ASSETS
<S>                                               <C>                <C>
 Cash                                        $      3,691       $      9,473
 Receivables:
          Interexchange carriers                   36,323             36,993
          Customers and other                      81,257             78,805
          Unbilled toll                            20,060             22,597
          Affiliated companies                     22,523             26,844
          Allowance for uncollectible accounts     (3,265)            (3,318)
 Inventories                                       26,568             27,426
 Prepayments                                        4,406              6,158
 Deferred tax asset                                11,296              8,801
                                             ------------       ------------
                                                  202,859            213,779

PROPERTY, PLANT AND EQUIPMENT
 Land and buildings                               153,632            149,033
 Telephone network equipment and outside plant  2,215,046          2,160,156
 Other                                            133,097            127,453
 Construction in progress                          59,426             40,954
                                             ------------       ------------
                                                2,561,201          2,477,596
 Less accumulated depreciation                  1,181,819          1,076,007
                                             ------------       ------------
                                                1,379,382          1,401,589


DEFERRED CHARGES AND OTHER ASSETS                  51,585             49,926

                                             ------------       ------------
                                             $  1,633,826       $  1,665,294
                                             ============       ============

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

                                                September 30,       December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY                 1995                1994
                                                -------------       ------------
                                             (Unaudited)
CURRENT LIABILITIES
<S>                                                    <C>                <C>
 Outstanding checks in excess of cash balances  $       7,469      $       3,215
 Commercial paper                                      15,676             39,809
 Current maturities of long-term debt                   2,089              4,467
 Accounts payable:
          Interexchange carriers                       62,708             56,170
          Affiliated companies                         30,603             39,816
          Other                                        21,140             33,616
 Advance billings                                      16,054             15,883
 Accrued vacation pay                                  16,332             15,382
 Accrued taxes                                         27,268              4,350
 Other                                                 31,576             37,653
                                                -------------      -------------
                                                      230,915            250,361

LONG-TERM DEBT                                        437,405            439,495


DEFERRED CREDITS AND OTHER LIABILITIES
 Deferred income taxes                                181,843            196,139
 Deferred investment tax credits                       17,443             19,636
 Postretirement and other benefit obligations          56,671             46,712
 Other                                                 18,035             17,614
                                                -------------      -------------
                                                      273,992            280,101

REDEEMABLE PREFERRED STOCK  
 Series 1959, at redemption value                           -                340
 Series 1961, at redemption value                           -                108
 Series 1966, at redemption value                           -              1,531
                                                -------------      -------------
                                                            -              1,979


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            166,448
 Retained earnings                                    508,681            510,660
                                                -------------      -------------
                                                      691,514            693,358
                                                -------------      -------------
                                                $   1,633,826      $   1,665,294
                                                =============      =============
   See Accompanying Condensed Notes to Consolidated Financial Statements.
                                     2
</TABLE>
<PAGE>
                                                                     PART I.
                                                                     Item 1.
<TABLE>
                     UNITED TELEPHONE COMPANY OF FLORIDA
                      CONSOLIDATED STATEMENTS OF INCOME
                               (In Thousands)
<CAPTION>
                                                      Three Months Ended
                                                         September 30,
                                                    ------------------------
                                                    1995                1994
                                                    ----                ----
                                                          (Unaudited)
OPERATING REVENUES
       <S>                                       <C>                <C>
        Local service                        $     90,743        $    85,727
        Network access service                     77,555             74,916
        Long distance service                      16,933             19,486
        Miscellaneous                              34,893             31,312
                                             ------------        -----------
                                                  220,124            211,441

OPERATING EXPENSES
        Plant expense                              61,284             60,733
        Depreciation                               44,693             40,851
        Customer operations                        33,582             30,999
        Corporate operations                       19,269             21,467
        Other operating expenses                    6,435              8,339
        Taxes:
          Federal income:
           Current                                 19,930             12,008
           Deferred                                (6,867)              (987)
           Deferred investment tax credit, net       (681)              (807)
          State, local and miscellaneous            8,696              8,044
                                             ------------        -----------
                                                  186,341            180,647
                                             ------------        -----------
OPERATING INCOME                                   33,783             30,794

INTEREST CHARGES
        Interest on long-term debt                  8,670              7,726
        Interest on short-term debt                    58                400
        Other interest                                753                849
                                             ------------        -----------
                                                    9,481              8,975

OTHER INCOME
        Interest charged to construction               77                202
        Interest income                               122                 16
                                             ------------        -----------
                                                      199                218
                                             ------------        -----------

NET INCOME                                   $     24,501       $     22,037
                                             ============       ============

   See Accompanying Condensed Notes to Consolidated Financial Statements.

                                      3
</TABLE>
<PAGE>
                                                                     PART I.
                                                                     Item 1.
<TABLE>                                                                    
                       UNITED TELEPHONE COMPANY OF FLORIDA
                        CONSOLIDATED STATEMENTS OF INCOME
                               (In Thousands)
<CAPTION>
                                                     Nine Months Ended
                                                        September 30,
                                                  -------------------------
                                                  1995                 1994
                                                  ----                 ----
                                                        (Unaudited)
OPERATING REVENUES
      <S>                                      <C>                  <C>
       Local service                       $    269,796         $    252,623
       Network access service                   241,668              235,185
       Long distance service                     58,109               61,861
       Miscellaneous                            100,633               86,485
                                           ------------         ------------
                                                670,206              636,154

OPERATING EXPENSES
       Plant expense                            181,957              166,083
       Depreciation                             139,629              122,780
       Customer operations                       96,182               87,183
       Corporate operations                      58,916               63,851
       Other operating expenses                  18,585               19,233
        Taxes:
          Federal income:
            Current                              58,155               47,944
            Deferred                            (14,827)              (4,800)
            Deferred investment tax credits      (2,193)              (2,343)
          State, local and miscellaneous         26,447               25,860
                                           ------------        -------------
                                                562,851              525,791
                                           ------------        -------------
OPERATING INCOME                                107,355              110,363

INTEREST CHARGES
        Interest on long-term debt               25,665               23,276
        Interest on short-term debt                 626                  885
        Other interest                            2,439                2,113
                                           ------------        -------------
                                                 28,730               26,274

OTHER INCOME 
        Interest charged to construction             77                  466
        Interest income                             294                   57
                                           ------------        -------------
                                                    371                  523


NET INCOME                                  $    78,996         $     84,612
                                            ===========         ============
See Accompanying Condensed Notes to Consolidated Financial Statements.

                                      4
</TABLE>
<PAGE>
                                                                      PART I.
                                                                      Item 1.
<TABLE>
                        UNITED TELEPHONE COMPANY OF FLORIDA     
                       CONSOLIDATED STATEMENTS OF CASH FLOWS     
                                   (In Thousands)
<CAPTION>

                                                         Nine Months Ended
                                                           September 30,
                                                        ---------------------
                                                       1995              1994
                                                       ----              ----
                                                             (Unaudited)          
OPERATING ACTIVITIES
<S>                                                  <C>                <C>
Net income                                     $     78,996        $   84,612
Adjustments to reconcile net income to net 
  cash provided by operating activities:
       Depreciation                                 139,629           122,780
       Decrease in deferred income taxes and
          net investment tax credits                (20,234)           (8,376)

Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable          5,023            (2,894)
  (Increase) decrease in inventories                    858            (4,613)
  (Increase) decrease in prepayments                  1,752            (3,805)
  Increase in accounts payable, accrued
      expenses and other current liabilities          7,065            34,245
  Decrease in noncurrent assets and liabilities,net  10,103             1,855
                                               ------------        ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES           223,192           223,804




INVESTING ACTIVITIES
   Additions to property, plant and equipment      (120,113)         (136,603)
   Net salvage from plant and equipment retired       2,694            (1,399)
                                               ------------        ----------
NET CASH USED BY INVESTING ACTIVITIES              (117,419)         (138,002)




FINANCING ACTIVITIES
 Proceeds from long-term debt                         70,000             4,418
 Principal payments and retirements of long-term debt (4,468)           (2,873)
 Increase (decrease) in commercial paper             (94,133)            8,605
 Dividends paid                                      (80,975)          (94,704)
 Redemption of preferred stock                        (1,979)             (108)
                                               -------------       -----------
NET CASH USED BY FINANCING ACTIVITIES               (111,555)          (84,662)
                                               -------------       -----------

INCREASE (DECREASE) IN CASH                           (5,782)            1,140

CASH AT BEGINNING OF PERIOD                            9,473             2,353
                                               -------------       -----------

CASH AT END OF PERIOD                          $       3,691       $     3,493
                                               =============       ===========

      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, 1995
                                   (UNAUDITED)

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
three and 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.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.

2.EARNINGS PER SHARE

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

<TABLE>
3.SUPPLEMENTAL CASH FLOWS INFORMATION

  The following are the supplemental disclosures required for the Consolidated
  Statements of Cash Flows:
<CAPTION>
                                      Nine Months Ended
                                       September 30,                                        
                                     -------------------  
                                     1995          1994                                     
                                     -----         -----
                                        (In Thousands)
        Cash paid for:
      <S>                           <C>           <C>
       Interest, net of amounts
         capitalized                $28,924       $28,642
       Income taxes                 $62,899       $67,629
</TABLE>
4.PREFERRED STOCK

  Effective July 1, 1995, the Company redeemed all of its outstanding cumulative
  preferred stock.  The principal, accumulated dividends, and redemption premium
  amounted to $2,013,000.
                                       6
<PAGE>
                                                                       PART 1.
                                                                       Item 1.
                         UNITED TELEPHONE COMPANY OF FLORIDA
                 CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  SEPTEMBER 30, 1995
                                     (UNAUDITED)

5.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 $80  million  and  $100  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.
                                        7 
<PAGE>                                       
                                                                        
                                                                        PART I.
                                                                        Item 2.
                         UNITED TELEPHONE COMPANY OF FLORIDA
                                      FORM 10-Q
                                  SEPTEMBER 30, 1995



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 intrastate rates were  reduced
by $17.6 million on an annual basis beginning July 1, 1994.  Approximately $9.9
million of the  rate  reduction  was in  intrastate  access  elements and  was
intended  to  bring the  intrastate access  rates more in line with interstate
rates.  Approximately $5.0 million of the rate reduction was in intraLATA toll
rates, and $2.7 million in local  service revenue.   In addition, the Company
agreed  to  record  additional  depreciation  of  $2.8  million  ($2.1  million
intrastate), which was recognized in the second quarter of 1994.  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.

In December 1994, the FPSC  approved  the  Company's proposal  for  additional
intrastate rate reductions with  an effective  date of January 1,  1995.   The
total revenue reduction is projected to be $10.6 million in 1995, $9.0 million
of which is in switched access charge reductions and the remainder in cellular
interconnection usage rates and intraLATA toll rates.

                                       8
<PAGE>


                                                                        PART I.
                                                                        Item 2.
                         UNITED TELEPHONE COMPANY OF FLORIDA
                                      FORM 10-Q
                                  SEPTEMBER 30, 1995


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.   See  "Management's
Discussion and Analysis of Financial  Condition  and  Results of  Operations -
Other  Matters"  for discussion regarding  the potential  impact  of  evolving
regulation  and  competition  on the  ongoing  applicability  of Statement  of
Financial  Accounting Standards (SFAS) No. 71, "Accounting for  the Effects of
Certain Types of Regulation."

Liquidity and Capital Resources
-------------------------------

Net cash provided by operating activities decreased slightly to $223.2 million
for the nine months ended September 30, 1995, compared  to $223.8 million  for
the same period in 1994.  The decrease in net cash  generated is primarily due
to a decrease in accounts  payable,  partially  offset by  decreased  accounts
receivable and inventories and increased accrued taxes.

Cash used by investing  activities decreased  to $117.4  million for  the nine
months ended September 30, 1995, compared to $138.0 million for the same period
in 1994.  This  is  due to  a decrease  in  additions to  property,  plant and
equipment.  The Company's planned construction  expenditures for modernization
and growth in 1995 are approximately $170.8 million.
       
Cash used by financing activities  increased to  $111.6 million  for the  nine
months ended September 30, 1995, compared to $84.7 million for the same period
in 1994.  In  January 1995, the Company  issued $70 million  of 8.375  percent
Series  HH bonds.  These proceeds  were  more  than offset  by  a decrease  in
commercial paper outstanding and a decrease in dividends paid.  As of December
31, 1994, $70 million of the commercial paper outstanding had been reclassified
as long-term  debt due to the  anticipated January  1995  refinancing of  such
borrowings on a long-term basis.  At September 30, 1995, the Company's lines of
credit totaled $100 million, of which $84.3 million was unused.

On November 17, 1995, the Company will retire early its 2 percent and 6 percent
debt  to the  Rural  Utilities  Service  (formerly  Rural  Electrification     
Administration).  The principal, unamortized costs, and prepayment penalty will
amount to $774,000.

The Company's ratio of  common  equity to  total capital  was 60.3  percent at
September 30, 1995, compared  to 58.8 percent  at December 31, 1994, and  59.9
percent at September 30, 1994.  The short-term debt to total capital ratio was
1.4 percent at September  30, 1995, compared to  3.4 percent  at December  31,
1994, and 6.4 percent at September 30, 1994.

                                       9
<PAGE>

                                                                        PART I.
                                                                        Item 2.
                         UNITED TELEPHONE COMPANY OF FLORIDA
                                      FORM 10-Q
                                 SEPTEMBER 30, 1995 

Financial Condition
-------------------

The Company's consolidated assets totaled $1.634 billion at September 30, 1995
compared to $1.665 billion at December 31, 1994.  During that period, accounts
receivable decreased  $5.0  million  due primarily  to  the  timing  of  sales
activities and cash  collections.  At  the  same  time,  property,  plant  and
equipment,  net  of accumulated  depreciation,  decreased  $22.2  million  due
primarily to higher depreciation charges  as a result of the implementation of
new depreciation rates effective January 1, 1995.   Accounts payable decreased
$15.2 million generally  due to the  timing of cash disbursements.  Commercial
paper decreased $24.1 million primarily due to the use of the proceeds from the
issuance of the new Series HH bonds, and accrued taxes increased $22.9 million
due to the timing of payments.

Results of Operations
---------------------

Local service revenues are derived from providing telephone exchange services.
Local service revenues increased  $17.2  million  for  the  nine months  ended
September 30, 1995, primarily due to  access line  growth, increased equipment
leases and increases in  demand for custom  calling features  and inside  wire
maintenance contracts.  

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 $6.5  million for
the nine months ended  September 30, 1995.   Access rate reductions  that went
into effect July 1, 1994, January 1, 1995, and August 1, 1995  were more  than
offset in the nine month period by increased minutes of  use and by  increased
expense recovery under the interstate  price  cap  agreement with  the Federal
Communications Commission (FCC).

Long  distance revenues are derived principally  from providing  long distance
services within designated areas.  These  revenues decreased  $3.8 million for
the nine months ended September 30, 1995, primarily due to the rate reductions
which were effective July 1, 1994 and January 1, 1995.

Miscellaneous revenues include revenues related to  directory publishing fees,
the provision of billing and  collection  services  and operator  services for
interexchange carriers, sales  of telecommunication  equipment and  leasing of
network  facilities.  The increase in miscellaneous revenues  of $14.1 million
for the nine months ended September 30, 1995 was primarily due to increases in
direct marketing  services and  directory  revenues,  partially  offset  by  a
decrease in equipment sales.

                                     10
<PAGE>
                                               
                                                                        PART I.
                                                                        Item 2.
                         UNITED TELEPHONE COMPANY OF FLORIDA
                                      FORM 10-Q
                                 SEPTEMBER 30, 1995 

   
Results of Operations (Continued) 
---------------------


Plant expenses increased $15.9 million for the nine months ended September 30,
1995, due to increased  access line growth, movement and  repairs of cable and
wire and computer expenses. 

Depreciation expense  increased  $16.8  million for   the  nine  months  ended
September 30, 1995, primarily  due to the implementation  of new  depreciation
rates effective January 1, 1995, as  well as  an increase  in the  depreciable
asset base. These increases were partially offset in the third quarter of 1995
by the reversal of $3.2 million originally  recorded in December  1994.   (See
Regulatory Issues for further discussion of this issue).

Customer operations expense increased $9.0 million  for the  nine months ended
September 30, 1995, primarily due  to  increases  in expenses  associated with
expanded  hours of business  office operations,  increases  in  the number  of
customer contacts and increased directory expenses. 

Corporate operations expense decreased $4.9 million for the  nine months ended
September  30, 1995,  due  to  a  decrease  in  advertising  and  general  and
administrative services provided by Sprint.

Other  operating  expenses  decreased  $.6 million for  the nine  months ended
September 30, 1995, primarily  due  to a  decrease  in the cost  of goods  sold
associated with a decrease in equipment sales.

Non-Operating Items
-------------------

In May 1994, the FPSC staff, citing the immateriality of interest  capitalized
on long-term construction projects, filed comments with the FCC supporting the
elimination of  interest  charged  to  construction.   In  addition,  the FPSC
directed the  Company to  cease recognizing interest charged  to  construction
effective  November 1, 1994.  In  February 1995, the FCC issued an order which
not only upheld  the calculation of interest during  construction on long-term
construction projects, but  ordered that such  interest  be calculated  on all
projects whose  estimated gross additions  exceed $100,000.   The  order  was
effective in September, 1995.  The Company has complied with these regulatory
orders. 
                                      11
<PAGE>


                                                                       PART I.
                                                                       Item 2.
                         UNITED TELEPHONE COMPANY OF FLORIDA
                                      FORM 10-Q
                                 SEPTEMBER 30, 1995 


Other Matters
-------------

The Company has historically accounted for the economic  effects of regulation
pursuant to the  Statement of Financial  Accounting  Standards (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 based
on  estimated useful lives  prescribed by regulatory  commissions  rather than
those that 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  which does
not  provide for  the  recovery  of  specific   costs.    In   addition,  with
technological  changes  and    the   convergence   of   competition   in   the
telecomunications industry, the levels and types of competition are increasing
such that service and product pricing prescribed by the regulator 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 $80 million and $100 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.
                                      12
<PAGE>



                                                                       PART II.

                         UNITED TELEPHONE COMPANY OF FLORIDA
                                      FORM 10-Q
                           QUARTER ENDED SEPTEMBER 30, 1995

                                  OTHER INFORMATION


Item 1.   Legal Proceedings

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

Item 5.   Other Information

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

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, 1995.
                                      13
<PAGE>




                         UNITED TELEPHONE COMPANY OF FLORIDA
                                      FORM 10-Q
                           QUARTER ENDED SEPTEMBER 30, 1995

                                      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  November 14, 1995                By /s/ J. I. Lehman
-----------------                      -------------------------------
                                       J. I. Lehman
                                       Controller & Chief Accounting Officer



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