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, 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 Six 
                                     Months Ended          Months Ended
                                        June 30,            June 30,
Dollars in Millions                 1997       1996      1997      1996
                                                           
Revenues                                                   
Local service                    $ 167.7    $ 168.5   $ 337.1   $ 333.2
Network access                     107.4       97.1     210.0     194.1
Intrastate toll                     51.6       64.6     105.0     131.0
Publishing and other                56.4       58.2     114.5     118.5
Total Revenues                     383.1      388.4     766.6     776.8
                                                           
Costs and Expenses                                         
Operating and maintenance          201.6      199.8     404.7     392.5
Depreciation and amortization       79.3       74.9     156.7     149.3
Taxes other than income             11.9       11.8      23.4      24.6
Total Costs and Expenses           292.8      286.5     584.8     566.4
                                                           
Operating Income                    90.3      101.9     181.8     210.4
                                                            
Interest expense                    11.1       11.5      22.3      23.1
Other (expense) income, net          (.1)        .4       (.3)      1.4
                                                            
Income Before Income Taxes          79.1       90.8     159.2     188.7
                                                            
Income taxes                        30.8       34.7      62.1      72.9
                                                            
Income Before Extraordinary Charge  48.3       56.1      97.1     115.8
                                                            
Extraordinary charge, net of tax      -          -       (3.7)       -
                                                            
Net Income                       $  48.3    $  56.1   $  93.4  $  115.8
                                                            
Retained Earnings, Beginning  
 of Period                       $  97.7    $  55.9   $  92.6  $   31.8
  Net income                        48.3       56.1      93.4     115.8
  Dividends declared to parent     (38.0)     (39.0)    (78.0)    (74.6)
Retained Earnings, End     
 of Period                       $ 108.0    $  73.0   $ 108.0  $   73.0


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                         June 30, 1997   December 31, 1996
                                             (Unaudited)   
Assets                                                
Cash and temporary cash investments           $    -           $   56.8
Accounts receivable, net of allowance                 
 for uncollectibles of $16.1 and 
 $18.0, respectively                            258.4             270.8
Accounts receivable from affiliates              33.6              11.1
Materials and supplies                           20.0              14.3
Prepaid publishing                               33.5              35.2
Deferred income taxes and other current assets   72.3              47.1
Total Current Assets                            417.8             435.3
Total telephone plant, at cost                4,397.4           4,309.1
Accumulated depreciation                     (3,026.9)         (2,964.5)
Net Telephone Plant                           1,370.5           1,344.6
Deferred income taxes and other assets           97.9              77.3
Total Assets                                 $1,886.2          $1,857.2
                                
Liabilities and Shareholder's Equity                  
Accounts payable and accrued expenses        $  171.8          $  180.2
Accounts and notes payable to affiliates        101.5              19.5
Advance billings and customer deposits           44.5              42.6
Other current liabilities                       126.2             116.8
Total Current Liabilities                       444.0             359.1
Long-term debt                                  666.9             746.9
Other liabilities and deferred credits          136.2             127.5
Total Liabilities                             1,247.1           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                               108.0              92.6
Treasury stock; 42,696 shares, at cost           (1.4)             (1.4)
Total Shareholder's Equity                      639.1             623.7
Total Liabilities and Shareholder's Equity   $1,886.2          $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 Six Months Ended
                                                            June 30,
Dollars in Millions                                     1997       1996
                                                         
Operating Activities                                     
   Net income                                          $ 93.4    $ 115.8
   Adjustments to reconcile net income to                    
    net cash provided by operating activities:
      Depreciation and amortization                     156.7      149.3
      Extraordinary charge, net of tax                    3.7         -
      Restructuring payments                             (8.5)     (42.6)
      Change in operating assets and liabilities, net   (55.3)     (18.3)
      Other, net                                         10.2        8.8
   Net Cash Provided by Operating Activities            200.2      213.0
                                                         
Investing Activities                                     
   Cash expended for capital additions                 (188.2)    (129.3)
   Other, net                                             9.7        1.6
   Net Cash Used by Investing Activities               (178.5)    (127.7)
                                                         
Financing Activities                                     
   Net proceeds of short-term debt from affiliate        80.3         -
   Repayment of long-term debt                          (80.0)        -
   Cash dividends paid                                  (73.0)     (58.6)
   Other, net                                            (5.8)        -
   Net Cash Used by Financing Activities                (78.5)     (58.6)
                                                         
(Decrease) increase in Cash and Temporary               
 Cash Investments                                       (56.8)      26.7
                                                         
Cash and temporary cash investments at            
 beginning of period                                     56.8       70.5
                                                         
Cash and Temporary Cash Investments at 
 End of Period                                         $   -     $  97.2
                                                         
Income Taxes Paid                                      $ 64.5    $  59.8
                                                         
Interest Paid, net of amounts capitalized              $ 24.9    $  23.2


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:  Subsequent Event

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 liquidating damages
plus interest of approximately 5.9% from the date of the District
Court judgment.  The Telephone Company and the Corporation are
currently evaluating whether to appeal the Second Circuit decision.
In the second quarter of 1995, the Telephone Company recorded a
liability of $11.0 as its anticipated cost of total damages for
this matter, which was charged to operating and maintenance expense.

                            - 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 separated.

Comparison of six months ended June 30, 1997 vs. six months ended
June 30, 1996

Operating Results
 
 Income  before  extraordinary charge was $97.1 in 1997  compared
 with  $115.8 in 1996.  The reduced results were primarily due to 
 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 Six Months Ended June 30,                    1997      1996
 Local service                                       $337.1    $333.2
 Network access                                       210.0     194.1
 Intrastate toll                                      105.0     131.0
 Publishing and other                                 114.5     118.5
 Total Revenues                                      $766.6    $776.8

 Local  service revenues, derived from providing local  exchange,
 advanced  calling  features  and local  private  line  services,
 increased  $3.9,  or  1.2%,  in  1997.   The  increase  was  due
 primarily to continued strong growth of 4.3% in access lines  in
 service  to approximately 2,205,000 lines as of June  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  increase
 
                           - 7 -


Form 10-Q - Part I    The Southern New England Telephone Company
 
 
              MANAGEMENT'S DISCUSSION AND ANALYSIS
                      (Dollars in Millions)
 
Comparison of six months ended June 30, 1997 vs. six months ended
June 30, 1996
 
 was  tempered 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  March  1998   [see
 Competition].
 
 Network access revenues, generated primarily from interstate and
 intrastate services, increased $15.9, or 8.2%. Intrastate access
 revenues  increased $8.3, or 66.0%, due primarily to an increase
 in  intrastate  minutes  of  use  by  competitive  providers  of
 intrastate  long-distance service.  Interstate  access  revenues
 increased  $7.6, or 4.2%, due primarily to growth in  interstate
 minutes  of  use of approximately 5% and an increase  in  access
 lines  in  service, discussed previously.  Partially  offsetting
 the  impact  of the increase in minutes of use were lower  rates
 due  to  discount  plans  and  a decrease  in  tariff  rates  in
 accordance  with  the  Telephone  Company's  July  1996  Federal
 Communications  Commission  ("FCC")  filing  under   price   cap
 regulation.
 
 Intrastate toll revenues, which include primarily revenues  from
 toll and WATS services, decreased $26.0, or 19.8%.  The decrease
 was  due  primarily to a 14.6% 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  $4.0  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 despite an increasingly competitive market.
 
Costs and Expenses

 For the Six Months Ended June 30,                  1997      1996
 Operating costs                                  $404.7    $392.5
 Depreciation and amortization                     156.7     149.3
 Taxes other than income                            23.4      24.6
 Total Costs and Expenses                         $584.8    $566.4

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 $12.2, or 3.1%, including approximately
$6  of reprogramming costs associated with the recognition of the year  
2000. The remainder of the increase was due primarily to higher 
employee-related expenses, mainly as a result of continuing higher 
service demands.  Additionally, licensed software fees for network switching


                              - 8 -



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


              MANAGEMENT'S DISCUSSION AND ANALYSIS
                      (Dollars in Millions)
 
Comparison of six months ended June 30, 1997 vs. six months ended
June 30, 1996
 
 increased.  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 $7.4, or 5.0%, due primarily to an increase in
 the  average depreciable telecommunications property, plant  and
 equipment.
 
 Taxes  other than income - The 4.9% 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 Six Months Ended June 30,                 1997      1996
 Interest expense                                 $22.3     $23.1
 Other (expense) income, net                      $ (.3)    $ 1.4

 Interest  expense  decreased $.8,  or  3.5%,  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
 decrease 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 Six Months Ended June 30,                 1997      1996
 Income taxes                                     $62.1     $72.9

 The  combined federal and state effective tax rate for  the  six
 months ended June 30, 1997 was 39.0% compared with 38.6% for the
 same period in 1996.  The decrease in income taxes was primarily
 due to a corresponding decrease in income before income taxes.
 
Extraordinary Charge

 For the Six Months Ended June 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 June 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 $82.0 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
 $200.2  during  the six months ended June 30, 1997  as  compared
 with  $213.0  during the six months ended June  30,  1996.   The
 decrease  was  due  primarily  to  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.
Competitors  include interexchange carriers,  competitive  access
providers  and competitive local exchange carriers  ("CLEC").  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 with the DPUC mandated balloting process  commencing
in March 1998 (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  July  18, 1997, the Eighth Circuit Court of Appeals ("Court")
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 is a strong endorsement  of
Congress' intention that the states, not the FCC, play a  primary
role  in implementing local telecommunications competition.   The
decision   will   allow  the  Corporation  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  filed  to intervene 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 in the second half of 1997 and forward, but is currently
unable  to  quantify  the impact.  The Order is  currently  on
appeal in  the  8th  Circuit  Court  of  Appeals.  The  Telephone
Company has intervened in the appeal.  The FCC is also expected to
release  a  Pricing Flexibility Order in the Fall of 1997.   This
order will establish 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 

                              - 11 -



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


              MANAGEMENT'S DISCUSSION AND ANALYSIS
                      (Dollars in Millions)
                                
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.  The Telephone Company has intervened in the appeal.

In accordance with the Act, the FCC requires ILECs, including the
Telephone  Company,  to  implement  a  long  term  solution   for
portability  of  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 for the Telephone Company 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.

On  September 20, 1996, the FCC released its Report and Order  on
the  Implementation  of  the Pay Telephone  Reclassification  and
Compensation  Provisions of the Telecommunication  Act  of  1996.
The   order  eliminates  existing  regulatory  constraints  which
inhibited competition in the payphone marketplace; establishes  a
transition  period for competitive pricing to further develop  in
the  marketplace; establishes mechanisms for the  full  and  fair
compensation for all calls to payphone providers; eliminates  all
subsidies  which  currently  exist in  interstate  access  rates;
orders  that pay telephone investment be removed from the  ILECOs
interstate  ratebase; and reclassifies pay telephone  instruments
as  customer  premise  equipment.  Under the  order,  all  ILECs,
including  the  Telephone  Company,  were  required  to  unbundle
payphone  instruments and file tariffs on payphone service lines 
by  January 15, 1997 and make them available on a non-discriminatory 
basis to Payphone  Service  Providers by April  15,  1997.  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.

State Regulatory Initiatives

On  June 25, 1997, the DPUC issued a final decision allowing  the
Corporation to establish separate wholesale and retail affiliates
[see  Separation of Wholesale and Retail Organizations].  As part
of  the  decision, the DPUC mandated that the ILEC's  Connecticut
customers  must  choose  their  local  exchange  provider  via  a
balloting  process to commence in March 1998.  Customers  who  do
not  choose  a  carrier will be assigned  a  CLEC  based  on  the
proportion  of  votes  in a local service  area.   The  balloting
process,  as well as the changes associated with the restructure,
are  expected  to  be  completed by July 1, 1998.   The  specific
details  of  the balloting process will be addressed  in  further
technical discussions among the participants and the DPUC.

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

                            - 12 -


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


              MANAGEMENT'S DISCUSSION AND ANALYSIS
                      (Dollars in Millions)

approved  the  cost  studies  based on  Total  Service  Long  Run
Incremental  Cost  (TSLRIC).  The Telephone Company  submitted  a
revised  tariff  for  unbundled loops, ports,  multiplexing,  and
inter-wire  center  transport  reflecting  the  findings  in  the
decision.


                  PART II  -  OTHER INFORMATION

Item 1.   Legal Proceedings
       
          There were no material developments in the second
          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  April 23, 1997, the Telephone Company filed a  report
          on  Form  8-K,  dated  April  23,  1997,  announcing  the
          Corporation's financial results for the first quarter  of
          1997.
       
          On  June  25, 1997, the Telephone Company filed a  report
          on  Form  8-K, dated June 25, 1997 regarding  the  DPUC's
          final decision allowing the Corporation to structure  its
          wireline   business  as  separate  retail  and  wholesale
          subsidiaries.
       
          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.
      
                                  - 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 7, 1997



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




                              - 14 -