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 June 30, 1998.


   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

Item 1.  Financial Statements

      CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                
                                
                                                      (Unaudited)
                                           For the Three      For the Six
                                           Months Ended       Months Ended
                                             June 30,           June 30,
Dollars in Millions                       1998      1997     1998      1997
                                                           
Revenues                                                   
Local service                          $ 161.0   $ 167.7    $ 324.5   $ 337.1
Network access                           111.6     107.4      217.5     210.0
Intrastate toll                           48.5      51.6       97.8     105.0
Publishing and other                      18.0      56.4       34.4     114.5
Total Revenues                           339.1     383.1      674.2     766.6
                                                           
Costs and Expenses                                         
Operating and maintenance                185.5     201.6      366.7     404.7
Depreciation and amortization             74.8      79.3      148.9     156.7
Taxes other than income                   11.5      11.9       23.0      23.4
Total Costs and Expenses                 271.8     292.8      538.6     584.8
                                                           
Operating Income                          67.3      90.3      135.6     181.8
                                                            
Interest expense                          11.0      11.1       21.9      22.3
Other (expense) income, net                (.7)      (.1)      (2.7)      (.3)
                                                            
Income Before Income Taxes                55.6      79.1      111.0     159.2
                                                            
Income taxes                              20.5      30.8       40.9      62.1
                                                            
Income Before Extraordinary Charge        35.1      48.3       70.1      97.1
                                                            
Extraordinary charge, net of                                
  related taxes of $2.7                     -         -          -       (3.7)
                                                            
Net Income                            $   35.1  $   48.3    $  70.1  $   93.4
                                                            
Retained Earnings, Beginning          
 of Period                            $   47.7  $   97.7    $ 128.3  $   92.6
  Net income                              35.1      48.3       70.1      93.4
  Cash dividends declared to parent      (25.1)    (38.0)     (55.9)    (78.0)
  Transfers pursuant to corporate          
   restructure                             (.6)       -       (85.4)       -
Retained Earnings, End of Period      $   57.1  $  108.0    $  57.1   $ 108.0

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

                             - 2 -


Form 10-Q - Part I   The Southern New England Telephone Company
                                
                    CONDENSED BALANCE SHEETS
                                
                                
Dollars in Millions                         June 30, 1998   December 31, 1997
                                             (Unaudited)   
Assets                                                
Cash and temporary cash investments          $     -          $   28.3
Accounts receivable, net of allowance                 
 for uncollectibles of $14.2 and $19.4,
 respectively                                   258.7            259.9
Accounts receivable from affiliates              24.2             86.4
Materials and supplies                           15.3             14.7
Prepaid publishing                                 -              35.8
Prepaid taxes                                    18.8               .6
Deferred income taxes and other                  
 current assets                                  22.5             32.8
Total Current Assets                            339.5            458.5
Total telephone plant, at cost                4,391.8          4,430.0
Accumulated depreciation                     (3,021.9)        (3,028.7)
Net Telephone Plant                           1,369.9          1,401.3
Deferred income taxes and other assets          103.5             93.7
Total Assets                                 $1,812.9         $1,953.5
                                
Liabilities and Shareholder's Equity                  
Accounts payable and accrued expenses      $     73.7        $   166.9
Advance billings and customer deposits           31.9             46.4
Accounts and notes payable to affiliates        222.9            178.2
Other current liabilities                       122.5            115.6
Total Current Liabilities                       451.0            507.1
Long-term debt                                  667.2            667.1
Other liabilities and deferred credits          106.5            119.9
Total Liabilities                             1,224.7          1,294.1
                                                      
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                                57.1            128.3
Treasury stock; 42,696 shares, at cost           (1.4)            (1.4)
Total Shareholder's Equity                      588.2            659.4
Total Liabilities and Shareholder's Equity   $1,812.9         $1,953.5


The accompanying notes are an integral part of these financial statements.
                                
                             - 3 -


Form 10-Q - Part I   The Southern New England Telephone Company
                                
               CONDENSED STATEMENTS OF CASH FLOWS
                                
                                                           (Unaudited)
                                                    For the Six Months Ended
                                                             June 30,
Dollars in Millions                                       1998      1997
                                                         
Operating Activities                                     
  Net income                                           $  70.1   $  93.4
  Adjustments to reconcile net income to                    
   net cash provided by operating activities:
     Depreciation and amortization                       148.9     156.7
     Extraordinary charge, net of tax                       -        3.7
     Change in operating assets and liabilities, net     (19.9)    (55.3)
     Other, net                                            6.5       3.9
  Net Cash Provided by Operating Activities              205.6     202.4
                                                         
Investing Activities                                     
  Cash expended for capital additions                   (165.3)   (190.4)
  Other, net                                              (1.4)      9.7
  Net Cash Used by Investing Activities                 (166.7)   (180.7)
                                                         
Financing Activities                                     
  Net proceeds of short-term debt from affiliate          17.6      80.3
  Repayment of long-term debt                               -      (80.0)
  Transfers pursuant to corporate restructure            (12.2)       -
  Cash dividends paid                                    (72.6)    (73.0)
  Other, net                                                -       (5.8)
  Net Cash Used by Financing Activities                  (67.2)    (78.5)
                                                         
(Decrease) increase in Cash and Temporary                
 Cash Investments                                        (28.3)    (56.8)
                                                         
Cash and temporary cash investments at                    
 beginning of period                                      28.3      56.8
                                                         
Cash and Temporary Cash Investments at
 End of Period                                        $     -   $     -
                                                         
Income Taxes Paid                                     $    4.8  $   64.5
                                                         
Interest Paid, net of amounts capitalized             $   21.8  $   24.9


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

                             - 4 -


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

                  NOTES TO FINANCIAL STATEMENTS
                      (Dollars in Millions)
                           (Unaudited)

Note 1: Basis of Presentation

The  Southern New England Telephone Company ("Telephone Company")
is  a wholly-owned telephone operating subsidiary of Southern New
England  Telecommunications  Corporation  ("Corporation").    The
condensed financial statements 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.  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 1997 Annual Report on Form 10-K.


Note 2:  Planned Merger

The  Corporation and SBC Communications Inc. ("SBC"), on  January
4,  1998,   approved a definitive merger  agreement  whereby  the
Corporation  will become a wholly-owned subsidiary  of  SBC.   On
March  27,  1998,  the  Corporation's shareholders  approved  the
merger.

On  February  20,  1998, the Corporation and SBC  filed  a  Joint
Application  for  Approval  of  a  Change  of  Control  with  the
Department  of Public Utility Control ("DPUC").  In addition,  on
the  same  day,  the Corporation and SBC filed with  the  Federal
Communications   Commission   ("FCC")   Transfer    of    Control
Applications for various FCC licenses held by the Corporation.

In  a  draft decision issued by the DPUC on August 5,  1998,  the
merger was approved subject to certain conditions, some of  which
are  new issues  to this proceeding.  However, the DPUC found no
economic basis on which to order a rate reduction. The Corporation
and SBC will require additional time to fully analyze the draft
decision.  After giving careful consideration to all DPUC draft
conditions, written exceptions will be filed by August 21, 1998.
The final decision is expected on September 2, 1998.

At the federal level, a decision from the FCC is expected by year-
end 1998.

                           - 5 -


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

Note 3:  Corporate Restructure

As  discussed  in the Telephone Company's 1997 Annual  Report  on
Form  10  -  K,  in  a decision issued June 25,  1997,  the  DPUC
approved   the  Corporation's  proposal  to  establish   separate
wholesale  and retail organizations.  As part of the restructure,
the  directory  publishing operations were transferred  from  the
Telephone Company and incorporated into a separate subsidiary  of
the  Corporation on January 1, 1998.  In addition, the  Telephone
Company   made  dividends  to  the  Corporation  that   consisted
primarily of non-telephone-related fixed assets with a  net  book
value  of  approximately  $37  and  prepaid  directory  costs  of
approximately  $36.   The  fixed assets  consisted  of  equipment
supporting  the  organizations which were  transferred  from  the
Telephone    Company,    and   included   computers,    corporate
communications    equipment    and    motor    vehicles.      All
telecommunications network plant and property remained  with  the
Telephone   Company   to   support  its   wholesale   operations.
Additionally,  net  assets (including cash of approximately  $12)
related to inside wire and voice mail operations were transferred
from the Telephone Company to other affiliated companies.

                             - 6 -


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

Item 2.  Management's Discussion and Analysis
             (Dollars in Millions)

Planned Merger

The  Corporation and SBC Communications Inc. ("SBC"), on  January
4,  1998,   approved a definitive merger  agreement  whereby  the
Corporation  will become a wholly-owned subsidiary  of  SBC.   On
March  27,  1998,  the  Corporation's shareholders  approved  the
merger.

On  February  20,  1998, the Corporation and SBC  filed  a  Joint
Application  for  Approval  of  a  Change  of  Control  with  the
Department  of Public Utility Control ("DPUC").  In addition,  on
the  same  day,  the Corporation and SBC filed with  the  Federal
Communications   Commission   ("FCC")   Transfer    of    Control
Applications for various FCC licenses held by the Corporation.

In  a  draft decision issued by the DPUC on August 5,  1998,  the
merger was approved subject to certain conditions, some of  which
are  new issues  to this proceeding.  However, the DPUC found no
economic basis on which to order a rate reduction. The Corporation
and SBC will require additional time to fully analyze the draft
decision.  After giving careful consideration to all DPUC draft
conditions, written exceptions will be filed by August 21, 1998.
The final decision is expected on September 2, 1998.

At the federal level, a decision from the FCC is expected by year-
end 1998.

Corporate Restructure

As  discussed  in the Telephone Company's 1997 Annual  Report  on
Form  10  -  K,  in  a decision issued June 25,  1997,  the  DPUC
approved   the  Corporation's  proposal  to  establish   separate
wholesale  and retail organizations.  As part of the restructure,
the  directory  publishing operations were transferred  from  the
Telephone Company and incorporated into a separate subsidiary  of
the  Corporation on January 1, 1998.  In addition, the  Telephone
Company   made  dividends  to  the  Corporation  that   consisted
primarily of non-telephone-related fixed assets with a  net  book
value  of  approximately  $37  and  prepaid  directory  costs  of
approximately  $36.   The  fixed assets  consisted  of  equipment
supporting  the  organizations which were  transferred  from  the
Telephone    Company,    and   included   computers,    corporate
communications    equipment    and    motor    vehicles.      All
telecommunications network plant and property remained  with  the
Telephone   Company   to   support  its   wholesale   operations.
Additionally,  net  assets (including cash of approximately  $12)
related to inside wire and voice mail operations were transferred
from the Telephone Company to other affiliated companies.

                             - 7 -


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

Comparison of six months ended June 30, 1998 vs. six months ended
June 30, 1997

Operating Results
Income  before  extraordinary charge was $70.1 in  1998  compared
with $97.1 in 1997. The decrease in results of operations is  due
primarily  to  the  transfer of directory publishing  operations,
inside  wire and voice mail operations from the Telephone Company
to  affiliated  companies,  in  conjunction  with  the  Corporate
restructure.  Also negatively impacting the comparison of current
year  results  to prior year results is the absence  of  payphone
operations  which  the  Telephone  Company  transferred   to   an
affiliated  company  in April 1997 in conjunction  with  the  pay
telephone  reclassification and compensation  provisions  of  the
Federal Telecommunications Act of 1996 ("Act").


Revenues and Sales

 For the Six Months Ended June 30,                1998    1997
 Local service                                  $324.5   $337.1
 Network access                                  217.5    210.0
 Intrastate toll                                  97.8    105.0
 Publishing and other                             34.4    114.5
 Total Revenues                                 $674.2   $766.6

Local  service revenues, derived from providing local  exchange,
advanced  calling  features  and local  private  line  services,
decreased  $12.6,  or  3.7%,  in 1998.   The  decrease  was  due
primarily to the January 1998 transfer of inside wire operations
to  an  affiliated  company, in conjunction with  the  Corporate
restructure, and the April 1997 transfer of payphone  operations
to   an   affiliate  in  conjunction  with  the  pay   telephone
reclassification and compensation provisions of the  Act.   Also
negatively impacting revenue was continued customer migration to
discount  calling  plans  such as  Centralink  1100.   Partially
offsetting  these decreases was the increase in revenues  caused
by  the  continued  strong growth of  4.9% in  access  lines  in
service  to  approximately 2,313,000 at  June  30,  1998.   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.   In  addition,
revenues increased as a result of increased directory assistance
revenue (related to increased rates and the elimination of  free
calls)   and increased private line revenue.  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.
[see Competition].

Network access revenues, generated primarily from intrastate and
interstate services, increased $7.5, or 3.6%. Intrastate  access
revenues  increased $8.1, or 38.8%, due primarily to an increase
in  demand  by competitive providers of intrastate long-distance
service.  Interstate access revenues decreased $.6, or .3%,  due
primarily to the effects of regulatory mandates (price  cap  and
access  reform orders), partially  offset by increases resulting
from  growth  in  special access revenue  and  increased  access
lines.  Also contributing to revenues is the recovery of amounts
paid   to  fund  Universal  Service,  in  accordance  with   FCC
regulation.   Management  expects the aforementioned  regulatory
mandates  to  continue  to place downward  pressure  on  network
access revenues.
 
Intrastate toll revenues, which include primarily revenues  from
toll  and  WATS services, decreased $7.2, or 6.9%.  The decrease
was due primarily to a 6.9% 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

                             - 8 -


Form 10-Q - Part I   The Southern New England Telephone Company
 
discount  calling  plans  that provide  competitive  options  to
business and residential customers.  Increasing competition  and
the offering of competitive discount calling plans will continue
to place downward pressure on intrastate toll revenues.

The  $80.1  decrease  in publishing and other  revenues  is  due
primarily to the transfer of directory publishing operations  to
an  affiliated company in January 1998 in conjunction  with  the
Corporate restructure.

Costs and Expenses

 For the Six Months Ended June 30,                 1998    1997
 Operating costs                                 $366.7  $404.7
 Depreciation and amortization                    148.9   156.7
 Taxes other than income                           23.0    23.4
 Total Costs and Expenses                        $538.6  $584.8

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  decreased $38.0, or  9.4%.   The  decrease  was
caused   primarily  by  the  transfer  of  directory   publishing
operations,  inside  wire  and voice  mail  operations  from  the
Telephone  Company to affiliated companies (in  conjunction  with
the  Corporate  restructure) and the 1997  transfer  of  payphone
operations to an affiliated company in conjunction with  the  pay
telephone  reclassification and compensation  provisions  of  the
Act.   Partially offsetting the decrease were costs  incurred  in
connection  with  local number portability and payments  to  fund
Universal Service (in accordance with FCC regulation).

Depreciation  and  amortization - Depreciation  and  amortization
expense decreased $7.8, or 5.0%, due primarily to the transfer of
assets  to affiliated companies in conjunction with the Corporate
restructure.

Taxes other than income - Taxes other than income were flat.

Interest Expense and Other (Expense) Income, net

 For the Six Months Ended June 30,                1998    1997
 Interest expense                                $21.9   $22.3
 Other (expense) income, net                     $(2.7)  $ (.3)

 Interest  expense  was flat.  The increase  in  other  (expense)
 income, net was due primarily to contract cancellation fees.
                                
Income Taxes

 For the Six Months Ended June 30,                1998    1997
 Income taxes                                    $40.9   $62.1

The  decrease in income taxes is due primarily to a  decrease  in
income before income taxes.  The exclusion from pre-tax income of
directory  publishing in 1998 caused tax credits, which  remained
relatively  flat,  to  have  a greater  impact  in  reducing  the
effective tax rate when compared to 1997.

                             - 9 -

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

Comparison of balances June 30, 1998 vs. December 31, 1997

The  decrease in cash and temporary investments is due  primarily
to  the  transfer of directory publishing, inside wire and  voice
mail to affiliated companies.

Accounts   receivable  from  affiliates  decreased  because   the
Telephone  Company was reimbursed for payments it made  in  1997,
related  to  activities which were transferred  as  part  of  the
Corporate restructure.

The decrease in prepaid publishing, allowance for uncollectibles,
advance  billings  and  customer deposits  is  due  primarily  to
transfer  of   directory publishing operations to  an  affiliated
company, pursuant to the Corporate restructure.

The  increase  in prepaid taxes is due primarily to  real  estate
taxes which are fully amortized by year end.

Deferred income taxes and other current assets decreased  with  a
corresponding increase in deferred income taxes and other  assets
as  a result of a reclassification of deferred taxes from current
to noncurrent.

The  decrease  in  accounts payable and accrued expenses  is  due
primarily to the Telephone Company's transfer of disbursement and
cash processing functions to the Corporation.

Contributing  to  the increase in accounts and notes  payable  to
affiliates are increased borrowings from the Corporation to cover
a  cash  shortfall  resulting  from  the  transfer  of  directory
publishing  and  inside wire operations to affiliated  companies.
Also contributing to the increase are revenue collections made by
the  Telephone  Company which are then remitted to the  directory
publishing subsidiary of the Corporation.


Liquidity and Capital Resources

The  Telephone  Company generated cash flows from  operations  of
$205.6 during the six months ended June 30, 1998 as compared with
$202.4  during  the  six  months ended June  30,  1997.   Capital
expenditures were the primary use of Telephone Company funds.

The decrease in income taxes paid is due to a change in the method
of calculating estimated tax payments, as well as the  timing  of
remitting estimated tax payments to the Corporation.

On  February  18, 1997, the Telephone Company redeemed  $80.0  of
8.70% medium-term notes, resulting in an extraordinary charge  of
$3.7,  net of related taxes of $2.7, for early extinguishment  of
debt.
 
 
Competition

The  Telephone  Company continues to experience  an  increasingly
competitive   environment  with  respect  to   telecommunications
services  in  Connecticut.  Competitors  include  companies  that
construct  and  operate  their  own  communications  systems  and
networks  and/or  companies  that resell  the  telecommunications
systems  and  networks  of  underlying carriers.   Local  service
competition  continues

                             - 10 -


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

to  grow  in  1998.   There  have been over  40  certified  local
exchange  carriers approved by the DPUC to provide local  service
in   Connecticut.    Competition   is   expected   to   intensify
particularly  upon  commencement of the  DPUC-mandated  balloting
process which could begin as early as mid-1999, depending on  the
resolution  of  operation  support  systems  and  other   issues.
However,  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 its network and
that  increased network access revenues will offset a significant
portion of local service revenues lost to competition.

Regulatory Matters

Federal

On  June  16,  1998, the Telephone Company filed its 1998  annual
interstate access price cap revisions which took effect  July  1,
1998.   The filing would decrease interstate network access rates
by  approximately  $10 for the period July 1, 1998  to  June  30,
1999.

In  1997,  the  FCC released an Order on Universal Service  which
changed  the  federal  subsidy  mechanisms  and  established  new
subsidy  programs  for Schools, Libraries, and  Rural  Healthcare
providers.    Effective   January   1,   1998,   all   interstate
telecommunications   service   providers   fund   these   support
mechanisms based on their retail revenues.  The funding  for  the
high  cost  and  low income support comes from an  assessment  on
interstate   retail  revenues,   while  the  funding    for   the
Education,  Library, and Rural Healthcare support comes  from  an
assessment  on  both interstate and intrastate  retail  revenues.
The  Order  established a nationwide  annual cap for the  Schools
and Libraries Fund of $2.25 billion and $.4 billion for the rural
Healthcare fund.

On   June  22,  1998,  the  FCC  released  its  Fifth  Order   on
Reconsideration and 4th Report and Order in the Universal Service
proceeding.   In  that order, the FCC did not adjust  the  annual
caps for the new funds; rather, they adjusted the maximum amounts
that  may  be collected and spent during 1998 and the  first  six
months  of 1999.  Specifically, the FCC directed that nationwide,
no  more than $100 be committed for the Rural Health Care program
in  1998  and  no more than $1.925 billion be committed  for  the
Schools and Libraries program for 1998 and the first two quarters
of   1999.    On   an  annual  basis,  the  Telephone   Company's
contribution  to  the Universal Service Fund is estimated  to  be
approximately  $10.   This expense is offset  through  interstate
access rates.

The  FCC released its Third Report and Order on May 12, 1998,  on
Cost  Recovery  for  Long-Term Number Portability  ("LNP").   LNP
refers  to  the  customer's  ability to  retain  the  same  local
telephone  number after changing to a new local service provider.
The  FCC  determined that incumbent local exchange  carriers  may
recover  some portion of the cost of implementing LNP  over  five
years  (beginning at the earliest in the first quarter of  1999),
through  monthly charges to end users.  In addition, recovery  of
LNP  costs will be accomplished through ongoing charges  for  LNP
query services performed for other carriers.

State

Effective  April 1, 1996, the DPUC replaced traditional  rate  of
return  regulation  with  alternative  (price-based)  regulation,
during   the   transition   to  full  competition.    Alternative
regulation  includes a five-year monitoring period  on  financial
results  and  a  price  cap formula applied to  certain  services
categorized  as non-competitive.  In a draft decision,  the  DPUC
set  forth  requirements for the Telephone  Company's  price  cap
filing for the rate year June 1, 1998 to May 31, 1999.  The draft
decision requires the

                             - 11 -



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

application of the price cap formula to revenues from basic local
residential  service, basic local business service and  directory
assistance  services  which, under alternative  regulation,  were
previously  subject  to a rate cap which expired  on  January  1,
1998.   If  the  draft  decision is not modified,  the  Telephone
Company  will be required to reflect reduced revenues  associated
with  these  services for the period January 1, 1998 to  May  31,
1998,  as well as revenues for applicable non-competitive  retail
services  for the rate year June 1, 1998 to May 31, 1999.   While
the  DPUC  concurred with the Telephone Company that  it  is  not
desirable  to lower the price of basic local residential  service
further  below  cost, the Telephone Company may  be  required  to
lower  rates  for other non-competitive services to  reflect  the
revenue  impact of applying the price cap formula to basic  local
residential service.  The Telephone Company has submitted written
exceptions to the draft decision and has presented oral arguments
to  the DPUC.  If the draft decision is not amended, an estimated
$20  of revenue reductions will occur over the rate year June  1,
1998  to May 31, 1999.  A final decision is expected in the third
quarter of 1998.

In  final  decisions,  the  DPUC denied the  Telephone  Company's
application  to reclassify private line services,  direct  inward
dialing, hunting services and custom calling service from the non-
competitive  to the emerging-competitive category.   Approval  to
reclassify  these  services  to emerging-competitive  would  have
placed  them outside the price cap formula.  The impact of  these
decisions,  which  approximates $3, have  been  included  in  the
previously-discussed $20 revenue reduction  associated  with  the
June 1, 1998 to May 31, 1999 rate year.

As part of its June 25, 1997 decision allowing the Corporation to
restructure  and establish separate retail (CLEC)  and  wholesale
(i.e., incumbent local exchange carrier or "ILEC") organizations,
the  DPUC mandated that Connecticut customers choose their  local
exchange  carrier  via a balloting process.   In  order  for  the
balloting process to commence, the ILEC must demonstrate that the
systems   offered  to  all  CLECs  provide  full  technical   and
operational support on a comparable basis.  The DPUC will examine
and  critically evaluate the respective Operation Support Systems
("OSS")  platforms  offered to the CLECs.  The DPUC's  evaluation
will  determine the suitability of the ILEC's OSS  to  support  a
competitive  local  exchange market and  will  determine  if  the
interfaces proposed by the ILEC offer the comparability  required
under  the  provisions of the Federal Telecommunications  Act  of
1996.  On February 25, 1998, the DPUC issued a draft decision  in
the OSS docket and concluded that by providing access to the same
system  that  the  Corporation's CLEC would  use,  the  ILEC  has
provided  a comparable interface. On July 13, 1998, the Telephone
Company notified the DPUC it has completed the implementation  of
its  OSS  Plan  filed  with the  DPUC  in  March  1998.   The
Telephone   Company  will  demonstrate  its  Wholesale   Customer
Information  Window  interface at the DPUC on  August  26,  1998.
Hearings in the OSS Docket are scheduled for September 1-4 with a
final decision due from the Department on November 18, 1998.

In  February 1998, the DPUC opened two new dockets to examine the
provision  of:  (i)  combinations of unbundled  network  elements
("UNE") and (ii) shared transport to CLECs.  In a final decision,
the  DPUC  has  required  that the Telephone  Company  offer  UNE
combinations.   UNE combinations have not yet  been  defined  and
this  will  be the subject of ongoing proceedings in the  docket.
The  price of the UNE combinations will not be known until  after
the  UNE combinations are defined and a further proceeding on the
pricing is conducted.  Thus, the revenue impact is unknown  until
these  two  steps are completed.  On July 24, 1998, the Telephone
Company  requested  the  DPUC to reconsider  the  decision.   The
Telephone   Company  believes  that  the  order   requiring   the
provisioning of rebundled UNEs is inconsistent with  federal  law
as  interpreted  by  the  Eighth Circuit  Court  of  Appeals.   A
decision in the shared transport docket is expected in the  third
quarter   of   1998.    Both  decisions   may   affect   existing
interconnection  agreements between the ILEC and CLECs  operating
in Connecticut.  Included in its June 25, 1997 decision, the DPUC
directed the Telephone Company  to initiate a "Fresh Look" period

                             - 12 -


Form 10-Q - Parts I & II  The Southern New England Telephone Company

from  January  1, 1998 until June 1, 1998, on all non-competitive
services  sold  under  contracts to its  customers.   During  the
"Fresh Look" period any Telephone Company customer who elected to
obtain   the  contracted  service  from  an  alternative  service
provider would not be liable to pay a termination penalty to  the
Telephone  Company  as a condition of its contract.   The  "Fresh
Look"  period did not have a significant impact on the  Telephone
Company.


Employee Matters
The Telephone Company's bargaining unit employees are represented
by the Connecticut Union of Telephone Workers, Inc. ("CUTW").  In
early July 1998, it was announced that CUTW members had voted  to
affiliate with the Communications Workers of America.

At  June 30, 1998,  77% of the Telephone Company's employees were
represented by the CUTW.  The current labor agreement will expire
on  August  8, 1998.  Management and union officials are  in  the
process of negotiating a new labor agreement.





                  PART II  -  OTHER INFORMATION

Item 1.   Legal Proceedings
       
          There were no material developments in the second
          quarter of 1998.


Item 6.   Exhibits and Reports on Form 8-K
       
   (a)    Exhibit
       
          (27) Financial Data Schedule
       
   (b)    Reports on Form 8-K
       
          On  April 27, 1998, the Telephone Company filed a  report
          on  Form  8-K,  dated  April  24,  1998,  announcing  the
          Corporation's financial results for the first quarter  of
          1998.
       
          On  July  27, 1998, the Telephone Company filed a  report
          on   Form  8-K,  dated  July  27,  1998  announcing   the
          Corporation's  financial results for the  second  quarter
          of 1998.
       
                             - 13 -
      

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

August 6, 1998



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