UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC  20549
                                  FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 1997.


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

For the transition period from          to         .


Commission File Number 1-6654


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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes X.  No .

THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF SOUTHERN NEW ENGLAND 
TELECOMMUNICATIONS CORPORATION, MEETS THE CONDITIONS SET FORTH IN GENERAL 
INSTRUCTION H(1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 
WITH REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).


                                - 1 -

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



                 PART I - FINANCIAL INFORMATION


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

The  condensed financial statements on the following  pages  have
been  prepared  pursuant  to the rules  and  regulations  of  the
Securities and Exchange Commission ("SEC") and, in the opinion of
management,  include  all  adjustments,  which  are  normal   and
recurring  in  nature, necessary for fair presentation  for  each
period   shown.    The  1996  financial  statements   have   been
reclassified   to  conform  to  the  current-year   presentation.
Certain information and footnote disclosures normally included in
financial   statements  prepared  in  accordance  with  generally
accepted  accounting  principles have been condensed  or  omitted
pursuant  to such SEC rules and regulations.  Management believes
that  the  disclosures made are adequate to make the  information
presented  not  misleading.  Operating results  for  any  interim
periods,  or  comparisons  between  interim  periods,   are   not
necessarily  indicative of the results that may be  expected  for
full   fiscal  years.   It  is  suggested  that  these  financial
statements  be read in conjunction with the financial  statements
and notes thereto included in the Telephone Company's 1996 Annual
Report on Form 10-K.


                                - 2 -

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



      CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                
                                
                                            (Unaudited)
                                For the Three         For the Nine
                                 Months Ended         Months Ended
                                September 30,        September 30,
Dollars in Millions            1997      1996      1997      1996
                                                           
Revenues                                                   
Local service                $169.6    $170.5  $  506.7  $  503.7
Network access                103.0      94.4     313.0     288.5
Intrastate toll                52.8      62.1     157.8     193.1
Publishing and other           58.2      56.7     172.7     175.2
Total Revenues                383.6     383.7   1,150.2   1,160.5
                                                           
Costs and Expenses                                         
Operating and maintenance     205.8     211.5     610.5     604.0
Depreciation and               
 amortization                  79.8      75.1     236.5     224.4
Taxes other than income        12.1      12.5      35.5      37.1
Total Costs and Expenses      297.7     299.1     882.5     865.5
                                                           
Operating Income               85.9      84.6     267.7     295.0
                                                            
Interest expense               11.3      11.3      33.6      34.4
Other (expense) income, net     (.9)       .7      (1.2)      2.1
                                                            
Income Before Income Taxes     73.7      74.0     232.9     262.7
                                                            
Income taxes                   28.7      26.4      90.8      99.3
                                                            
Income Before Extraordinary    
 Charge                        45.0      47.6     142.1     163.4
                                                            
Extraordinary charge, net of   
 tax                             -         -       (3.7)       - 
                                                            
Net Income                   $ 45.0    $ 47.6  $  138.4  $  163.4
                                                            
Retained Earnings, Beginning  
 of Period                   $108.0    $ 73.0  $   92.6  $   31.8
 Net income                    45.0      47.6     138.4     163.4
 Dividends declared to parent (36.0)    (40.5)   (114.0)   (115.1)
Retained Earnings, End of    
 Period                      $117.0    $ 80.1  $ 117.0   $   80.1

The accompanying notes are an integral part of these financial statements.
                                
                                - 3 -
                                
Form 10-Q - Part I  The Southern New England Telephone Company
                                
                                
                    CONDENSED BALANCE SHEETS
                                
                                
Dollars in Millions                      September 30, 1997  December 31, 1996
                                              (Unaudited)   
Assets                                                
Cash and temporary cash investments        $       -           $    56.8
Accounts receivable, net of allowance                 
 for uncollectibles of $14.6 and $18.0,                                      
 respectively                                  270.7               270.8
Accounts receivable from affiliates             33.3                11.1
Materials and supplies                          13.5                14.3
Prepaid publishing                              33.3                35.2
Deferred income taxes and other current         
 assets                                         65.6                47.1       
Total Current Assets                           416.4               435.3

Total telephone plant, at cost               4,424.4             4,309.1
Accumulated depreciation                    (3,032.7)           (2,964.5)
Net Telephone Plant                          1,391.7             1,344.6
Deferred income taxes and other assets          93.5                77.3
Total Assets                               $ 1,901.6           $ 1,857.2
                                
Liabilities and Shareholder's Equity                  
Accounts payable and accrued expenses      $   150.0           $   180.2
Accounts and notes payable to affiliates       129.6                19.5
Advance billings and customer deposits          47.0                42.6
Other current liabilities                      126.1               116.8
Total Current Liabilities                      452.7               359.1
                                                               
Long-term debt                                 666.9               746.9
Other liabilities and deferred credits         133.9               127.5
Total Liabilities                            1,253.5             1,233.5
                                                      
Common Stock; $12.50 par value;                      
 30,428,596 shares issued and 
 30,385,900 outstanding                        380.4               380.4
Proceeds in excess of par value                152.1               152.1
Retained earnings                              117.0                92.6
Treasury stock; 42,696 shares, at cost          (1.4)               (1.4)
Total Shareholder's Equity                     648.1               623.7
Total Liabilities and Shareholder's        
 Equity                                    $ 1,901.6           $ 1,857.2

The accompanying notes are an integral part of these financial statements.
                                
                                - 4 -

                                
Form 10-Q - Part I  The Southern New England Telephone Company
                                
                                
                CONDENSED STATEMENTS OF CASH FLOWS
                                
                                                  (Unaudited)
                                                    For the Nine Months Ended
                                                         September 30,
Dollars in Millions                                    1997         1996
                                                         
Operating Activities                                     
   Net income                                        $ 138.4      $ 163.4
   Adjustments to reconcile net income to                    
    net cash provided by operating activities:
      Depreciation and amortization                    236.5        224.4
      Extraordinary charge, net of tax                   3.7            -
      Restructuring payments                           (12.4)       (56.5)
      Change in operating assets and liabilities,      
       net                                             (29.2)        (9.2)
      Other, net                                        18.3         13.3
   Net Cash Provided by Operating Activities           355.3        335.4
                                                         
Investing Activities                                           
   Cash expended for capital additions                (292.2)      (202.6)
   Other, net                                            (.8)         2.4
   Net Cash Used by Investing Activities              (293.0)      (200.2)
                                                         
Financing Activities                                     
   Net proceeds of short-term debt from affiliate       77.7            -
   Repayment of long-term debt                         (80.0)           -
   Cash dividends paid                                (111.0)       (97.6)
   Other, net                                           (5.8)           -
   Net Cash Used by Financing Activities              (119.1)       (97.6)
                                                         
(Decrease) increase in Cash and Temporary Cash         
 Investments                                           (56.8)        37.6
                                                         
Cash and temporary cash investments at beginning        
 of period                                              56.8         70.5
                                                         
Cash and Temporary Cash Investments at End of        
 Period                                              $     -      $ 108.1
                                                         
Income Taxes Paid                                    $ 100.2      $  83.1
                                                         
Interest Paid, net of amounts capitalized            $  31.5      $  31.5

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

                                - 5 -

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


                  NOTES TO FINANCIAL STATEMENTS
         (Dollars in Millions, Except Per Share Amounts)
                           (Unaudited)


Note 1:  Extraordinary Charge

On  February  18, 1997, the Telephone Company redeemed  $80.0  of
8.70% medium-term notes due 2031, which were satisfied with  cash
and   short-term  borrowings  from  the  Corporation.  The  early
extinguishment  of  debt resulted in an extraordinary  charge  of
$3.7, net of tax benefits of $2.7.

Note 2:  Litigation

On  July  31, 1997, the Second Circuit Court of Appeals issued  a
decision  upholding  an August 28, 1995 judgment  from  the  U.S.
District  Court  finding that the Corporation and  the  Telephone
Company had violated certain sections of the Fair Labor Standards
Act  and  were liable for $9.7 in back pay and liquidated damages
plus interest of approximately 5.9% from the date of the District
Court  judgment.   In the second quarter of 1995,  the  Telephone
Company recorded a liability of $11.0, which is adequate to cover
the anticipated cost of total damages for this matter.

                                - 6 -


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

              MANAGEMENT'S DISCUSSION AND ANALYSIS
                      (Dollars in Millions)
 
Separation of Wholesale and Retail Organizations
 
 The  Corporation is establishing separate wholesale  and  retail
 affiliates,  having  received approval from  the  Department  of
 Public Utility Control ("DPUC") [see Regulatory Matters].  As  a
 result,  the  Telephone Company will become an  incumbent  local
 exchange  carrier  ("ILEC"),  providing  network  services   and
 functionality to retail providers under the wholesale provisions
 of  the  Federal  Telecommunications Act of 1996  ("Act").   The
 telecommunications network plant and property will  remain  with
 the  Telephone  Company  to support operations.   The  Telephone
 Company  will be treated as a public service company,  and  will
 continue to be subject to regulation.
 
 The separation of wholesale and retail organizations should have
 no  material effect on the consolidated financial results of the
 Corporation.   Due  to the functional change  in  the  Telephone
 Company,  however, local service revenues, intrastate  toll  and
 other  categories of revenue, along with related expenses,  will
 be  significantly  different in the future.   Additionally,  the
 establishment  of a separate publishing subsidiary  will  remove
 most  publishing  revenues and their related expenses  from  the
 Telephone Company.
 
 The   following  discussion  and  analysis  are  meant  to  give
 understanding  to  the  financial  condition  and   results   of
 operations   of  the  Telephone  Company  as  it  is   currently
 structured.   As  such,  all results and  trends  discussed  are
 relevant  only  until  such time as the  wholesale,  retail  and
 publishing operations are completely separated.

Comparison  of  nine months ended September  30,  1997  vs.  nine
 months ended September 30, 1996

Operating Results
 
 Income  before extraordinary charge was $142.1 in 1997  compared
 with $163.4 in 1996.  The reduced results were primarily due  to
 network  access and local service revenue increases  being  more
 than   offset  by  the  combination  of  revenue  decreases   in
 intrastate   toll  as  a  result  of  competition   and   higher
 depreciation  expense  due to increased investment  in  physical
 plant.

Revenues and Sales

 For the Nine Months Ended September 30,            1997       1996
 Local service                                   $  506.7   $  503.7
 Network access                                     313.0      288.5
 Intrastate toll                                    157.8      193.1
 Publishing and other                               172.7      175.2
 Total Revenues                                  $1,150.2   $1,160.5

 Local  service revenues, derived from providing local  exchange,
 advanced  calling  features  and local  private  line  services,
 increased $3.0, or .6%, in 1997.  The increase was due primarily
 to continued strong growth of 4.2% in access lines in service to
 approximately  2,236,000 lines as of September 30,  1997.   This
 increase  included significant growth in Centrex business  lines
 and  second  residential  lines.  Local  service  revenues  also
 increased   due  to  growth  in  vertical  services,   primarily
 SmartLink[R] advanced calling features, including Caller ID, missed
 call   dialing,   call   blocking   and   call   tracing.    The
 
                                - 7 -

Form 10-Q - Part I   The Southern New England Telephone Company
 
              MANAGEMENT'S DISCUSSION AND ANALYSIS
                      (Dollars in Millions)
 
Comparison  of  nine months ended September  30,  1997  vs.  nine
months ended September 30, 1996
 
 increase  was  significantly offset  by  a  decrease  in  public
 telephone  revenues,  as  a  significant  portion  of   payphone
 operations  were  transferred to a  non-regulated  affiliate  in
 conjunction   with   the  pay  telephone  reclassification   and
 compensation provisions of the Federal Telecommunications Act of
 1996 ("Act") [see Regulatory Matters].  Additionally, there  was
 a decrease in revenues recognized from wireless carriers, due to
 a decrease in the generic wireless tariff in accordance with the
 Act.  Management  expects  increased competition  to  negatively
 impact   local  service  revenues  as  other  telecommunications
 providers offer local service and as the DPUC mandated balloting
 process commences in 1998 [see Competition].
 
 Network access revenues, generated primarily from interstate and
 intrastate services, increased $24.5, or 8.5%. Intrastate access
 revenues increased $12.8, or 64.3%, due primarily to an increase
 in  intrastate  minutes  of  use  by  competitive  providers  of
 intrastate  long-distance service.  Interstate  access  revenues
 increased  $11.8, or 4.4%, due primarily to growth in interstate
 minutes  of  use  of  4.9% and the effects of  the  reversal  of
 proposed tariff changes.  Partially offsetting the impact of the
 increase  in  minutes of use was a decrease in tariff  rates  in
 accordance  with  the  Telephone  Company's  July  1997  Federal
 Communications  Commission  ("FCC")  filing  under   price   cap
 regulation.
 
 Intrastate toll revenues, which include primarily revenues  from
 toll and WATS services, decreased $35.3, or 18.3%.  The decrease
 was  due  primarily to a 13.7% reduction in toll message volume,
 as  well as reduced intrastate toll rates. Lower toll volume was
 due  primarily to the highly competitive toll market as a result
 of  full  intrastate  equal access. The  decline  in  rates  was
 attributable  to customer migration to several discount  calling
 plans that provide competitive options to business and residence
 customers.    Increasing  competition  and   the   offering   of
 competitive  discount  calling  plans  will  continue  to  place
 downward pressure on intrastate toll revenues.
 
 The  $2.5  decrease  in publishing and other  revenues  was  due
 primarily  to  the  discontinuance of the provision  of  billing
 services for a major long-distance carrier.  Publishing revenues
 remained steady.
 
Costs and Expenses

 For the Nine Months Ended September 30,          1997    1996
 Operating costs                                 $610.5  $604.0
 Depreciation and amortization                    236.5   224.4
 Taxes other than income                           35.5    37.1
 Total Costs and Expenses                        $882.5  $865.5

Operating  costs -  Operating costs consist primarily of  employee-
related expenses, including wages and benefits.  Cost of services
and  general  and  administrative expenses, including  marketing,
represent  the  remaining  portion  of  these  expenses.    Total
operating  costs increased $6.5, or 1.1%, including approximately
$9  of reprogramming costs associated with the recognition of the
year  2000.   Additionally, employee-related expenses  increased,
mainly   as  a  result  of  continuing  higher  service  demands.

                                - 8 -

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


              MANAGEMENT'S DISCUSSION AND ANALYSIS
                      (Dollars in Millions)
 
Comparison  of  nine months ended September  30,  1997  vs.  nine
months ended September 30, 1996
 
 These  increases were offset partially by a decrease in expenses
 related  to  the  provision of public telephone  service,  as  a
 significant portion of payphone operations was transferred to  a
 non-regulated  affiliate in conjunction with the  pay  telephone
 reclassification and compensation provisions  of  the  Act  [see
 Regulatory Matters].
 
 Depreciation and amortization - Depreciation  and  amortization
 expense  increased $12.1, or 5.4%, due primarily to an  increase
 in  the  average depreciable telecommunications property,  plant
 and equipment.
 
 Taxes other than income - The 4.3% decrease in taxes other than
 income  was  due  primarily to savings in property  taxes  as  a
 result of the continuing reduction of overall corporate space.
 
Interest Expense and Other (Expense) Income, net

 For the Nine Months Ended September 30,          1997    1996
 Interest expense                                $33.6   $34.4
 Other (expense) income, net                     $(1.2)  $ 2.1

 Interest  expense  decreased $.8,  or  2.3%,  due  primarily  to
 savings from the February 18, 1997 redemption of $80.0 of medium-
 term notes with an interest rate of 8.70%, offset partially by a
 decrease  in the amount of interest which was capitalized.   The
 change  in  other (expense) income, net was due primarily  to  a
 decrease  in  interest  income  from  the  Corporation,  as  the
 Telephone  Company's  cash  balance  was  used  to  satisfy  the
 previously mentioned redemption.
                                
Income Taxes

 For the Nine Months Ended September 30,          1997    1996
 Income taxes                                    $90.8   $99.3

 The  combined federal and state effective tax rate for the  nine
 months  ended September 30, 1997 was 39.0% compared  with  37.8%
 for  the same period in 1996.  The decrease in income taxes  was
 primarily  due  to  a corresponding decrease  in  income  before
 income  taxes.  The lower 1996 effective rate was due  primarily
 to the settlement of tax matters.
 
 
Extraordinary Charge

 For the Nine Months Ended September 30,          1997   1996
 Extraordinary charge, net of tax                $(3.7)   -

 On  February 18, 1997, the Telephone Company redeemed  $80.0  of
 8.70%  medium-term  notes due 2031. The early extinguishment  of
 debt  resulted  in  an extraordinary charge of  $3.7  after-tax.
 
                                - 9 -

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

              MANAGEMENT'S DISCUSSION AND ANALYSIS
                      (Dollars in Millions)


Comparison of balances as of September 30, 1997 vs. December  31,
1996

 The previously discussed redemption of debt led to a decrease of
 $80.0 in long-term debt, and was the primary factor in the $56.8
 decrease in cash and temporary cash investments.
 
 Accounts receivable from affiliates increased primarily  due  to
 the previously discussed transfer of  payphone operations to  an
 affiliate.   The  affiliate owes the Telephone Company  for  the
 assets transferred.
 
 Deferred   income  taxes  and  other  current  assets  increased
 primarily  due  to  an increase in prepaid taxes  based  on  the
 timing of payments.
 
 Accounts and notes payable to affiliates increased $110.1 due to
 the  redemption  of  debt noted above and additional  borrowings
 from the Corporation to fund capital expenditures.
 

Liquidity and Capital Resources

 The  Telephone  Company generated cash flows from operations  of
 $355.3  during  the  nine months ended  September  30,  1997  as
 compared with $335.4 during the nine months ended September  30,
 1996.   The  increase  was due primarily to lower  restructuring
 payments made during 1997  offset partially by lower net income.
 Capital  expenditures were the primary use of Telephone  Company
 funds.
 
 On  February 18, 1997, the Telephone Company redeemed  $80.0  of
 8.70% medium-term notes as discussed previously.
 
 
Competition

The  Telephone Company faces a fully competitive environment with
respect  to telecommunications services in Connecticut.  Wireline
competitors  include interexchange carriers,  competitive  access
providers and competitive local exchange carriers ("CLECs").   In
the  long distance market, competition has intensified since  the
full implementation of intrastate equal access.

Local  service  competition is expected  to  grow  significantly,
particularly  upon  commencement of the DPUC  mandated  balloting
process   [see  State  Regulatory  Initiatives].   Although   the
financial  impact  cannot be predicted at  this  time,  based  on
existing  state  and federal regulations, the  Telephone  Company
expects that many competitors will resell the Telephone Company's
network and that increased network access revenues will offset  a
significant   portion   of  local  service   revenues   lost   to
competition.

                                - 10 -

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


              MANAGEMENT'S DISCUSSION AND ANALYSIS
                      (Dollars in Millions)

Regulatory Matters

Federal Regulatory Initiatives

On October 14, 1997 the Eighth Circuit Court of Appeals vacated a
portion  of  the  FCC's  rules which prohibited  Incumbent  Local
Exchange  Carriers ("ILECs") from separating the network elements
it  provides  to  itself unless requested by a CLEC.   The  Court
indicated  that  the  Act requires ILECs  to  provide  access  to
unbundled network elements, not access to platforms used by ILECs
in which network elements are combined.

On  August 18, 1997, the FCC released its Third Report and  Order
on  Reconsideration.  This Order requires that ILECs must provide
shared  transport to new entrants as an unbundled network element
at cost-based prices.  This Order could have a material financial
impact on the Telephone Company, but management is currently unable
to quantify the impact. Several companies have filed Petitions for
Review,  which  will  be  heard by the Eighth  Circuit  Court  of
Appeals.  A decision in this matter is not expected until 1998.

On  July  18, 1997, the Eighth Circuit Court of Appeals issued  a
decision on the appeal of the FCC's First Report and Order.   The
decision  was  consistent with the stay issued in  October  1996,
which delayed the effectiveness of the pricing provisions and the
rule allowing competitors to "pick and choose" isolated terms out
of  negotiated  interconnection agreements.  The decision  struck
down  key provisions of the Order by vacating the Order's pricing
and  "pick  and  choose"  rules and  certain  terms  under  which
potential   competitors  can  lease  portions  of  the  Telephone
Company's network.  Other provisions, such as the requirement  to
unbundle   operating  support  systems,  operator  services   and
vertical  switching  features, were upheld  by  the  Court.   The
Court's  decision overall reflects Congress' intention  that  the
states,  not  the FCC, play a primary role in implementing  local
telecommunications competition.  The decision  should  allow  the
Telephone  Company to implement local competition on  the  course
mapped by the DPUC and the state legislature.

In May 1997, the FCC issued three major orders.  The FCC released
its  Report and Order on Universal Service on May 8,  1997.   The
Order revised the current universal service programs which ensure
availability  of  local exchange service to low income  customers
and high cost areas.  It also establishes new federal support for
telecommunications services provided to schools,  libraries,  and
rural  healthcare  facilities.   The  federal  universal  service
mechanisms  are to be funded, beginning January 1,  1998,  by  an
assessment  on  the  end user revenues of all  telecommunications
service  providers.  Funding for the revised programs  supporting
high  cost and low income areas will be from interstate end  user
revenues,  while  funding  for the new federal  support  services
provided  to schools, libraries, and rural healthcare  facilities
will  come from both interstate and intrastate end user revenues.
The  Order is currently on appeal in the Fifth Circuit  Court  of
Appeals.  The Telephone Company has intervened in the appeal.

On  May  16,  1997, the FCC released its First Report  and  Order
regarding  access charge reform. This Order mandates  changes  to
the  way the Telephone Company recovers interstate access charges
from  interstate  toll providers, including  SNET  America,  Inc.
Specifically,  the Order establishes flat-rated per  line  access
charges  and reduces usage based charges.  This Order establishes
a prescriptive mechanism to ensure that interstate access charges
will  be  driven  toward  the levels that  competition  would  be
expected  to produce.  Management expects this order to  pressure
earnings  but  is currently unable to quantify the  impact.   The
Order  is  currently  on appeal in the Eighth  Circuit  Court  of
Appeals. The Telephone

                                - 11 -

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


              MANAGEMENT'S DISCUSSION AND ANALYSIS
                      (Dollars in Millions)
                                
Company  has intervened in the appeal.  The FCC is also  expected
to   release   a  Pricing  Flexibility  Order  early   in   1998,
establishing a market-based approach to pricing.

On  May  21, 1997, the FCC released its Price Cap Order  revising
its  price cap plan for regulating ILECs.  This Order establishes
a  single productivity factor of 6.5% and eliminates the  sharing
requirements of the prior rules.  The Telephone Company filed its
1997  annual interstate access price cap revisions in April  1997
and  filed its proposed rate changes on June 16, 1997 for  effect
July 1, 1997.  These filings adjusted interstate access rates for
an  experienced  rate  of inflation, the FCC's  new  productivity
target  and  exogenous cost changes.  The FCC also  required  all
price cap ILECs, including the Telephone Company, to adjust their
Price  Cap Indices, effective July 1, 1997, to reflect  the  6.5%
productivity factor retroactively for the 1996-1997 tariff  year.
The filings are anticipated to decrease interstate network access
revenues by approximately $28 for the period July 1, 1997 to June
30,  1998.   The  Company  expects that  this  decrease  will  be
partially offset by increased demand.  The Order is currently  on
appeal in the District of Columbia Circuit Court of Appeals.  
Additionally,  on August  13,  1997,  the Telephone Company filed  
a Petition for Waiver from the 6.5% productivity factor, requesting 
that the FCC establish a productivity  factor  of  5.3%  for  the  
Telephone Company.

In accordance with the Act, the FCC requires ILECs, including the
Telephone  Company,  to  implement  a  long  term  solution   for
portability of local telephone numbers.  The Telephone Company is
required  to construct and operate a system that will permit  end
user  customers to retain their telephone numbers when they elect
a  different  carrier for local service.  The  system  is  to  be
operational  in mid-1998 for a large percentage of the  Telephone
Company's access lines.  The FCC, however, has not yet decided on
a  method  to recover the investment and operating costs relating
to  the  number  portability  system.   Until  such  decision  on
recovery  is  made,  management  is  not  able  to  estimate  the
financial impact on the Telephone Company.

The FCC has released Reports and Orders on the Implementation  of
the Pay Telephone Reclassification and Compensation Provisions of
the  Telecommunication  Act of 1996.   The  orders,  among  other
things,  have  eliminated existing regulatory  constraints  which
inhibited  payphone  competition,  eliminated  all  subsidies  in
interstate access rates and removed pay telephone investment from
the  ILECs'  interstate ratebase.  Additionally, the orders  have
established  mechanisms  for the full and  fair  compensation  to
payphone   providers,   including  per  call   compensation   for
subscriber 800 and access code calls from payphones.   Under  the
orders, all ILECs, including the Telephone Company, were required
to  unbundle  payphone  instruments,  file  tariffs  on  payphone
service  lines  and  make them available on a  non-discriminatory
basis  to  Payphone  Service Providers. The Telephone Company has  
filed with the FCC the necessary revisions to its interstate access 
charges and has filed with the DPUC new  retail and wholesale Pay  
Telephone Access Line Service offerings in accordance with the FCC's 
order.

                                - 12 -

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


              MANAGEMENT'S DISCUSSION AND ANALYSIS
                      (Dollars in Millions)
                                
State Regulatory Initiatives

On  June 25, 1997, the DPUC issued a final decision allowing  the
Corporation   to   establish  separate   wholesale   and   retail
affiliates.   Under the decision, the new retail organization,  a
CLEC, will compete under the same regulations as all other retail
telecommunications  providers  in  the  state.    The   wholesale
organization,  an  ILEC,  will  provide  network   services   and
functionality  to  retail providers, including the  Corporation's
new  CLEC, on neutral terms. The ILEC will be treated as a public
service company, and will  continue to be subject to  regulation.   
The directory publishing  operations  will also be structured  as  
a separate subsidiary of the Corporation.  As part of the decision, 
however, the DPUC mandated that Connecticut customers must choose  
their local exchange provider via a balloting process.  Customers  
who do not choose a carrier will be assigned a CLEC based on  the
proportion of votes in a local service area. The specific details 
of the balloting process will be addressed in  further  technical 
discussions among  the  participants  and the DPUC. The balloting 
process,  as well as the changes associated with the restructure,
were originally scheduled to occur between March and July of 1998.
On October 24, 1997, however, the DPUC reopened the docket for the
purpose of rescheduling the process. The revised schedule is not 
known at this time.

In  order  for  the balloting process to commence, the  Telephone
Company  must  demonstrate  that the  systems  offered  to  CLECs
provide full technical and operational support as required by the
Act.    The  DPUC  will  examine  and  critically  evaluate   the
respective Operations Support System ("OSS") platforms offered to
the  CLECs  by  the Telephone Company.  The first  phase  of  the
DPUC's  evaluation  will establish a set of tests  and  standards
that  can  be used to determine the suitability of the  Telephone
Company's  OSS to support a competitive local exchange market.  A
decision  regarding this phase is due on January 28,  1998.   The
second  phase  will determine if the interfaces proposed  by  the
Telephone  Company  offer the comparability  required  under  the
provisions of the Act.  A final decision is due on June 24, 1998.

In  compliance with the Federal Telecommunications Act  of  1996,
the  Telephone  Company  has filed with the  DPUC  numerous  cost
studies  supporting  its proposed wholesale  (i.e.,  resale)  and
unbundled rates for interconnection services.  On March 24, 1997,
the DPUC issued a final decision setting a uniform 17.8% discount
rate   off   the   Telephone   Company's   retail   prices    for
telecommunications services sold to CLECs.  On  April  23,  1997,
the  DPUC  issued  a final decision addressing the  proposal  for
allocation of HFC costs to video and telephony and the  Telephone
Company's costs and rates associated with unbundled loops, ports,
multiplexing, and inter-wire center transport.  In this decision,
the  DPUC  agreed  to  the  Telephone  Company's  proposed  50/50
allocation  for  video  and telephony.   In  addition,  the  DPUC
approved  the  cost  studies  based on  Total  Service  Long  Run
Incremental Cost ("TSLRIC").  Subsequently, the DPUC opened a new
docket  to  determine  appropriate TSLRIC  based  rates  for  the
remaining  unbundled  elements (non-loop) defined  by  the  FCC's
First Report and Order.  A final decision is expected in February
1998.

                                - 13 -

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


                  PART II  -  OTHER INFORMATION

Item 1.  Legal Proceedings
       
         There were no material developments in the third quarter of 1997.


Item 6.  Exhibits and Reports on Form 8-K
       
     (a) Exhibit
       
         (27) Financial Data Schedule
       
     (b) Reports on Form 8-K
       
         On July 24, 1997, the Telephone Company filed a report on Form 8-K,  
         dated  July  24,  1997,  announcing  the Corporation's  financial 
         results for the  second  quarter of 1997.
       
         On October 23, 1997, the Telephone Company filed a report on Form 8-K, 
         dated October 23, 1997,  announcing the  Corporation's  financial  
         results  for  the  third quarter of 1997.


                                - 14 -

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





                           SIGNATURES




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

                          The Southern New England Telephone Company

November 6, 1997



                   /s/ Donald R. Shassian
                       Donald R. Shassian
                   Senior Vice President and Chief Financial Officer



                                - 15 -