<PAGE>

      As filed with the Securities and Exchange Commission on June 3, 1997
                                                   Registration No. 33-
                                                                       --------

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                       -----------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                       -----------------------------------
                              CINCINNATI BELL INC.
             (Exact name of registrant as specified in its charter)

             Ohio                                        31-1056105
    (State or other jurisdiction            (I.R.S. Employer Identification No.)
  of incorporation or organization)

                                 
                             201 East Fourth Street
                             Cincinnati, Ohio 45202
                                 (513) 397-9900
    (Address, including zip code, of registrant's principal executive office)

                       -----------------------------------

                             MATRIXX MARKETING INC.
                           PROFIT SHARING/401(k) PLAN
                            (Full title of the plan)

                       -----------------------------------

                              William H. Zimmer III
                             Secretary and Treasurer
                             201 East Fourth Street
                             Cincinnati, Ohio 45202
                                 (513) 397-9900
        (Name, address including zip code, and telephone number including
                        area code, of agent for service)

                       -----------------------------------

                  Please send copies of all communications to:

                               Neil Ganulin, Esq.
                                 Frost & Jacobs
                                 2500 PNC Center
                              201 East Fifth Street
                             Cincinnati, Ohio 45202
                                 (513) 651-6800

                       -----------------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------
Title of          Amount          Proposed Maximum    Proposed Maximum     Amount of
Securities        To be           Offering Price      Aggregate Offering   Registration
To be Registered  Registered      Per Share(1)        Price                Fee
----------------------------------------------------------------------------------------
<S>               <C>             <C>                 <C>                  <C>
Common Shares,                                                
Par value $1.00           
Per share(2)      1,500,000       $58.313              $87,469,500          $26,505.91
----------------------------------------------------------------------------------------
</TABLE>

(1) Estimated in accordance with Rule 457(c) pursuant to Rule 457(h)(i), based
    upon the average of the high and low prices per share on the New York Stock
    Exchange on May 27, 1997, solely for the purpose of calculation of the
    registration fee.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests to 
    be offered or sold pursuant to the employee benefit plan described herein.

<PAGE>

                                     PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents have been filed by Cincinnati Bell Inc. (the 
"Company") with the Commission (File No. 1-8519) and are incorporated herein 
by reference:

  1.   The Company's Annual Report on Form 10-K for the year ended December 31,
       1996.

  2.   The Company's Quarterly Report on Form 10-Q for the period ended March
       31, 1997.

  3.   The Company's Current Report on Form 8-K filed April 29, 1997.

  4.   The Company's Annual Report on Form 11-K for the Matrixx Marketing 
       Inc. Profit Sharing/401(k) Plan filed June 24, 1996.
     
All documents subsequently filed by the Company pursuant to Section 13(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Subsequently 
Filed Documents"), prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which deregisters all 
securities then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and to be a part of this 
Registration Statement from the date of filing such documents.

     Any statement contained in this Registration Statement or in a document 
incorporated by reference in this Registration Statement shall be deemed to 
be modified or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any Subsequently Filed 
Document modifies or supersedes such statement.  Any such modified or 
superseded statement shall not be deemed, except as so modified or 
superseded, to constitute a part of this Registration Statement.

     The Company will provide without charge, upon written or oral request, 
to each person to whom a copy of this Registration Statement is delivered, a 
copy of any or all of the documents incorporated by reference herein, not 
including exhibits to such documents.  Requests for such copies should be 
directed to the Secretary, Cincinnati Bell Inc., 201 East Fourth Street, 
Cincinnati, Ohio 45202, telephone number (513) 397-7700.

ITEM 4.  DESCRIPTION OF CAPITAL STOCK

     The following is a summary description of the capital stock of the 
Company and is qualified by reference to the Company's Amended Articles of 
Incorporation (the "Articles") as filed with the Securities and Exchange 
Commission (see Exhibit 3.1 to this Registration Statement).

     The authorized capital stock of the Company consists of 480,000,000 
common shares, par value $1.00 per share (the "Common Shares"), and 5,000,000 
preferred shares, without par value (the "Preferred Shares"), of which 
4,000,000 are voting preferred shares (the

                                    II-1

<PAGE>

"Voting Preferred Shares").  At April 30, 1997, 67,840,709 Common Shares were 
outstanding.  There are currently no Preferred Shares outstanding.

     The Board of Directors approved a two-for-one share split that was 
effected by issuing one additional Common Share for each Common Share 
outstanding at May 2, 1997.

     All Common Shares of the Company are entitled to participate equally in 
such dividends as may be declared by the Board of Directors of the Company 
and upon liquidation of the Company, subject to the prior rights of any 
Preferred Shares.  All Common Shares are fully paid and nonassessable.

     Each shareholder has one vote for each Common Share registered in the 
shareholder's name.  The Board of Directors is divided into three classes as 
nearly equal in size as the total number of directors constituting the Board 
permits.  The number of directors may be fixed or changed from time to time 
by the shareholders or the directors.

     The Board of Directors is authorized to issue the Preferred Shares from 
time to time in series and to fix the dividend rate and dividend dates, 
liquidation price, redemption rights and redemption prices, sinking fund 
requirements, conversion rights, restrictions, if any, on the creation of 
indebtedness and on the issuance of such Preferred Shares, and certain other 
rights, preferences and limitations.  Each series of Preferred Shares would 
rank, with respect to dividends and redemption and liquidation rights, senior 
to the Common Shares.  It is not possible to state the actual effect of the 
authorization of any series of Preferred Shares upon the rights of holders of 
the Common Shares until the Board of Directors determines the rights of the 
holders of one or more series of Preferred Shares.  However, such effects 
could include (a) restrictions on dividends on the Common Shares, (b) 
dilution of the voting power of the Common Shares to the extent that the 
Voting Preferred Shares have voting rights or (c) inability of the Common 
Shares to share in the Company's assets upon liquidation until satisfaction 
of any liquidation preference granted to the Preferred Shares.

     No holders of shares of any class of the Company's capital stock have 
pre-emptive rights nor the right to exercise cumulative voting in the 
election of directors.

     The transfer agent and registrar of the Common Shares is The Fifth Third 
Bank, Corporate Trust Services, 38 Fountain Square Plaza, Cincinnati, Ohio 
45236.

CHANGE IN CONTROL

     The following provisions of the Company's Articles and Ohio law might 
have the effect of delaying, deferring or preventing a change in control of 
the Company and would operate only with respect to an extraordinary corporate 
transaction, such as a merger, reorganization, tender offer, sale or transfer 
of assets or liquidation involving the Company and certain persons described 
below.

     Ohio law provides that the approval of two-thirds of the voting power of 
a corporation is required to effect mergers and similar transactions, to 
adopt amendments to the articles of incorporation of a corporation and to 
take certain other significant actions.  Although under Ohio law the articles 
of incorporation of a corporation may permit such actions to be taken by a 
vote that is less than two-thirds (but not less than a majority), the 
Company's Articles do not 

                                   II-2

<PAGE>

contain such a provision.  The two-thirds voting requirement tends to make 
approval of such matters, including further amendments to the Articles, 
relatively difficult and a vote of the holders of in excess of one-third of 
the outstanding Common Shares of the Company would be sufficient to prevent 
implementation of any of the corporate actions mentioned above.  In addition, 
Article Fifth classifies the Board of Directors into three classes of 
directors with staggered terms of office and the Company's Amended 
Regulations provide certain limitations on the removal from and filling of 
vacancies in the office of director.

     Article Sixth of the Articles requires that certain minimum price 
requirements and procedural safeguards be observed by a person or entity 
after he or it becomes the holder of 10% or more of the voting shares of the 
Company if such person or entity seeks to effect mergers or certain other 
business combinations ("Business Combinations") that could fundamentally 
change or eliminate the interests of the remaining shareholders.  If such 
requirements and procedures are not complied with, or if the proposed 
Business Combination is not approved by at least a majority of the members of 
the Board of Directors who are unaffiliated with the new controlling person 
or entity (taking into account certain special quorum requirements), the 
proposed Business Combination must be approved by the holders of 80% of the 
outstanding Common Shares and outstanding Voting Preferred Shares of the 
Company (collectively, "Voting Shares"), voting together as a class, 
notwithstanding any other class vote required by law or by the Articles.  In 
the event the price criteria and procedural requirements are met or the 
requisite approval by such unaffiliated directors (taking into account 
certain special quorum requirements) is given with respect to a particular 
Business Combination, the normal voting requirements of Ohio law would apply.

     In addition, Article Sixth of the Articles provides that the affirmative 
vote of the holders of 80% of the Voting Shares, voting as a single class, 
shall be required to amend or repeal, or adopt any provisions inconsistent 
with, Article Sixth.  An 80% vote is not required to amend or repeal, or 
adopt a provision inconsistent with, Article Sixth if the Board of Directors 
has recommended such amendment or other change and if, as of the record date 
for the determination of shareholders entitled to vote thereon, no person is 
known by the Board of Directors to be the beneficial owner of 10% or more of 
the Voting Shares, in which event the affirmative vote of the holders of 
two-thirds of the Voting Shares, voting as a single class, shall be required 
to amend or repeal, or adopt a provision inconsistent with, Article Sixth.

     Ohio, the state of the Company's incorporation, has enacted Ohio Revised 
Code Section 1701.831, a "control share acquisition" statute, and Chapter 
1704, a "merger moratorium" statute.  The control share acquisition statute 
basically provides that any person acquiring shares of an "issuing public 
corporation" (which definition the Company meets) in any of the following 
three ownership ranges must seek and obtain shareholder approval of the 
acquisition transaction that first puts such ownership within each such 
range: (i) more than 20% but less than 33 1/3%; (ii) 33 1/3% but not more 
than 50%; and (iii) more than 50%.

     The merger moratorium statute provides that, unless a corporation's 
articles of incorporation or regulations otherwise provide, an "issuing 
public corporation" (which definition the Company meets) may not engage in a 
"Chapter 1704 transaction" for three years following the date on which a 
person acquires more than 10% of the voting power in the 

                                   II-3

<PAGE>

election of directors of the issuing corporation, unless the "Chapter 1704 
transaction" is approved by the corporation's board of directors prior to 
such voting power acquisition.  A person who acquires such voting power is an 
"interested shareholder", and "Chapter 1704 transactions" involve a broad 
range of transactions, including mergers, consolidations, combinations, 
liquidations, recapitalizations and other transactions between an "issuing 
public corporation" and an "interested shareholder" if such transactions 
involve 5% of the assets or shares of the "issuing public corporation" or 10% 
of its earning power.  After the initial three year moratorium, Chapter 1704 
prohibits such transactions absent approval by disinterested shareholders or 
the transaction meeting certain statutorily defined fair price provisions.

     Ohio has also enacted a "greenmailer disgorgement" statute which 
provides that a person who announces a control bid must disgorge profits 
realized by that person upon the sale of any equity securities within 18 
months of the announcement.

     In addition, Ohio has a "control bid" statute that provides for the 
dissemination of certain information and the possibility of a hearing 
concerning compliance with law in connection with a proposed acquisition of 
more than 10% of any class of equity securities of a corporation, such as the 
Company, that has significant contacts with Ohio.

     On March 3, 1997, the Board of Directors of the Company declared a 
dividend distribution of one right ("Right") on each of the Company's 
outstanding Common Shares to holders of record of the Common Shares at the 
close of business on May 2, 1997 (the "Record Date").  One Right also will be 
distributed for each Common Share issued after May 2, 1997, until the 
Distribution Date (which is described in the next paragraph).  Each Right 
entitles the registered holder to purchase from the Company a unit ("Unit") 
consisting of one two-hundredth of a Series A Preferred Share of the Company 
(the "Preferred Shares") at a purchase price of $62.50 per Unit, subject to 
adjustment (the "Purchase Price").  The terms of the Rights are more fully 
described in a Form 8-A for Registration of Certain Classes of Securities 
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, 
which has previously been filed with the Securities and Exchange Commission 
and is incorporated by reference herein.  See Exhibit 4.1 to this 
Registration Statement.

     Initially, the Rights will be attached to all Common Share certificates 
representing shares then outstanding, and no separate Rights Certificates 
will be distributed.  The Rights will separate from the Common Shares and the 
"Distribution Date" will occur upon the earlier of (a) 10 business days 
following a public announcement that a person or group of affiliated or 
associated persons (an "Acquiring Person") has acquired, or obtained the 
right to acquire, beneficial ownership of 15% or more of the outstanding 
Common Shares or (b) 10 business days following the commencement of a tender 
offer or exchange offer that would if consummated result in a person or group 
beneficially owning 15% or more of the outstanding Common Shares.

     The Rights are not exercisable until the Distribution Date and will 
expire at the close of business on May 2, 2007, unless earlier redeemed by 
the Company as described below.

     After the Distribution Date, the separate Rights Certificates alone will 
represent the Rights.  Except for certain issuances in connection with 
outstanding options and convertible 

                                    II-4

<PAGE>

securities and as otherwise determined by the Board of Directors, only Common 
Shares issued prior to the Distribution Date will be issued with Rights.

     If a person becomes the beneficial owner of 15% or more of the Common 
Shares ("Flip-In Event"), each holder of a Right will have the right to 
receive, upon exercise, Common Shares having a value equal to two times the 
Purchase Price of the Right.  Moreover, the Rights will not be exercisable 
until the Rights are no longer redeemable as described below.  The Acquiring 
Person would not be permitted to exercise any Rights and any Rights held by 
such person (or certain transferees of such person) will be null and void and 
non-transferable. 

     If, following the Distribution Date, the Company is acquired in certain 
specified mergers or other business combinations (i.e., the Company does not 
survive or its Common Shares are changed or exchanged), or 50% or more of its 
assets or earning power (on a consolidated basis) is sold or transferred in 
one transaction or a series of related transactions ("Flip-Over Events"), 
each Right becomes a Right to acquire common stock of the other party to the 
transaction (or its ultimate parent in certain circumstances) having a value 
equal to two times the Purchase Price.  As an enforcement mechanism, the 
Rights Agreement prohibits the Company from entering into any such 
transaction unless the other party agrees to comply with the provisions of 
the Rights.  

     In general, the Company may redeem the Rights in whole, but not in part, 
at a price of $0.005 per Right, at any time prior to a Flip-In Event.  
Immediately upon the action of the Board of Directors ordering redemption of 
the Rights, the Rights will terminate and the only right of the holders of 
Rights will be to receive the $0.005 redemption price.

     Until a Right is exercised, the holder thereof, as such, will have no 
rights as a shareholder of the Company, including, without limitation, the 
right to vote or to receive dividends.

     The issuance of the Rights may have certain anti-takeover effects and 
possible disadvantages.  The Rights will cause substantial dilution to a 
person or group who attempts to acquire the Company or a significant Common 
Share ownership interest without conditioning the offer on the Rights being 
redeemed or a substantial number of Rights being acquired.  Accordingly, an 
Acquiring Person might decide not to acquire the Company or such an interest, 
although individual shareholders may view such an acquisition favorably.  In 
addition, to the extent that issuance of the Rights discourages takeovers 
that would result in a change in the Company's management or Board of 
Directors, such a change will be less likely to occur.  The Board of 
Directors believes, however, that the advantages of discouraging potentially 
discriminatory and abusive takeover practices outweigh any potential 
disadvantages of the Rights.  The Rights should not interfere with any merger 
or other Business Combination approved by the Board of Directors.  The Rights 
are designed to protect shareholders against unsolicited attempts to acquire 
control of the Company, whether through accumulation of Common Shares in the 
open market or partial or two-tier tender offers, that do not offer a fair 
price to all shareholders.

                                    II-5

<PAGE>

ITEM 5.  INTERESTS OF NAMES EXPERTS AND COUNSEL.

     Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     There are no provisions in the Company's Amended Articles of 
Incorporation by which an officer or director may be indemnified against any 
liability which he or she may incur in his or her capacity as such.  However, 
the Company has indemnification provisions in its Amended Regulations which 
provide the Company will, to the full extent permitted by Ohio law, indemnify 
all persons whom it may indemnify thereto.

     Reference is made to Section 1701.13(E) of the Ohio Revised Code which 
provides for indemnification of directors and officers in certain 
circumstances.

     The foregoing references are necessarily subject to the complete text of 
the Amended Regulations and the statute referred to above and are qualified 
in their entirety by reference thereto.

     The Company provides liability insurance for its directors and officers 
for certain losses arising from certain claims and charges, including claims 
and charges under the Securities Act of 1933, which may be made against such 
persons while acting in their capacities as directors and officers of the 
Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8.  EXHIBITS.

     The Exhibits filed as part of this Registration Statement are described 
in the Exhibit Index included in this filing.

ITEM 9.  UNDERTAKINGS.

     (1)  The undersigned registrant hereby undertakes:

          (a)  To file, during any period in which offers or sales of the
               securities registered hereunder are being made, a post-effective
               amendment to this registration statement:

                                          II-6

<PAGE>

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of this registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;

             (iii)  To include any material information with respect to the plan
                    of distribution not previously disclosed in this
                    registration statement or any material change to such
                    information in the registration statement;

          (a)  provided; however, that this undertaking will only apply to the
               extent that the information in clauses (i) - (ii) hereof is not
               contained in periodic reports filed by the registrant pursuant to
               Section 13 or Section 15(d) of the Exchange Act that are
               incorporated by reference in this registration statement.

          (b)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (c)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.
          
     (2)  The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

     (3)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Securities Act and is therefore unenforceable.  In 
the event that a claim for indemnification against such liabilities (other 
than the payment by the registrant of expenses 

                                    II-7

<PAGE>

incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issues.

     (4)  The undersigned registrant hereby undertakes to submit or has 
submitted the plan and any amendment thereto to the Internal Revenue Service 
("IRS") in a timely manner and has made or will make all changes required by 
the IRS in order to qualify the plan.


                                      II-8

<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Cincinnati and State of Ohio, on the 30th day of 
May, 1997.

                                   CINCINNATI BELL INC.


                                   By  /s/ Brian C. Henry
                                      -------------------------------------
                                       Brian C. Henry
                                       Executive Vice President and 
                                       Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the date indicated.

Principal Executive Officer:

/s/ John T. LaMacchia
-------------------------------------
John T. LaMacchia
President and Chief Executive Officer

Principal Accounting and Financial Officer

/s/ Brian C. Henry
-------------------------------------
Brian C. Henry
Executive Vice President and 
Chief Financial Officer

Directors:

John F. Barrett
Phillip R. Cox
William A Friedlander
Roger L. Howe
Robert P. Hummel, M.D.
James D. Kiggen
John T. LaMacchia
Charles S. Mechem, Jr.
Mary D. Nelson

                                       II-9

<PAGE>

James F. Orr
Brian H. Rowe
David B. Sharrock

                                   By: /s/ Brian C. Henry
                                       ------------------------------------
                                       Brian C. Henry as attorney in fact
                                       for each Director and on his own
                                       behalf as Principal Accounting and
                                       Financial Officer

                                   
                                       May 30, 1997


                                  II-10

<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the trustees 
(or other persons who administer the employee benefit plan) have duly caused 
this registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Cincinnati, State of Ohio, on 
June 2, 1997.

                                   MATRIXX MARKETING INC.
                                   PROFIT SHARING/401(k) PLAN

                                   By:  MATRIXX MARKETING INC.


                                   By:  /s/ David F. Dougherty
                                        ------------------------------
                                        David F. Dougherty


                                     II-11

<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit        Description                                                            Page
<S>            <C>                                                                    <C>
3.1            The Company's Amended Articles of Incorporation are hereby 
               incorporated by reference to Exhibit 3.1 to the Registration 
               Statement on Form S-8 for the Cincinnati Bell Inc. 1997 Long 
               Term Incentive Plan filed June 3, 1997

3.2            The Company's Amended Regulations are hereby incorporated by 
               reference to Exhibit 3.2 to the Registration Statement on 
               Form S-8 for the Cincinnati Bell Inc. 1997 Long Term Incentive 
               Plan filed on June 3, 1997

4.1            The Company's Rights Agreement is hereby incorporated by 
               reference to Exhibit 4.1 to the Registration Statement on 
               Form 8A filed on May 1, 1997 

5              Opinion of Frost & Jacobs LLP                  

23.1           Consent of Frost & Jacobs LLP (contained in Exhibit 5)

23.2           Consent of Coopers & Lybrand L.L.P.            

24             Powers of Attorney                             

24.1           Matrixx Marketing Inc. Profit Sharing/401(k) Plan

</TABLE>

                                   II-12
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 31262}]
{"company-data": {"conformed-name": "CINCINNATI BELL INC /OH/", "cik": "0000716133", "assigned-sic": "4813", "irs-number": "311056105", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28383", "film-number": "97618569"}, "business-address": {"street1": "201 E FOURTH ST 102 732", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "5133979900"}, "mail-address": {"street1": "P O BOX 2301", "city": "CINCINNATI", "state": "OH"}, "former-company": {"former-conformed-name": "CBI INC", "date-changed": "19830814"}}
As filed with the Securities and Exchange Commission on June 3, 1997
                                                   Registration No. 33-
                                                                       --------

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                       -----------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                       -----------------------------------
                              CINCINNATI BELL INC.
             (Exact name of registrant as specified in its charter)

             Ohio                                        31-1056105
    (State or other jurisdiction            (I.R.S. Employer Identification No.)
  of incorporation or organization)

                                 
                             201 East Fourth Street
                             Cincinnati, Ohio 45202
                                 (513) 397-9900
    (Address, including zip code, of registrant's principal executive office)

                       -----------------------------------

                             MATRIXX MARKETING INC.
                           PROFIT SHARING/401(k) PLAN
                            (Full title of the plan)

                       -----------------------------------

                              William H. Zimmer III
                             Secretary and Treasurer
                             201 East Fourth Street
                             Cincinnati, Ohio 45202
                                 (513) 397-9900
        (Name, address including zip code, and telephone number including
                        area code, of agent for service)

                       -----------------------------------

                  Please send copies of all communications to:

                               Neil Ganulin, Esq.
                                 Frost & Jacobs
                                 2500 PNC Center
                              201 East Fifth Street
                             Cincinnati, Ohio 45202
                                 (513) 651-6800

                       -----------------------------------

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------
Title of          Amount          Proposed Maximum    Proposed Maximum     Amount of
Securities        To be           Offering Price      Aggregate Offering   Registration
To be Registered  Registered      Per Share(1)        Price                Fee
----------------------------------------------------------------------------------------
Common Shares,                                                
Par value $1.00           
Per share(2)      1,500,000       $58.313              $87,469,500          $26,505.91
----------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(c) pursuant to Rule 457(h)(i), based
    upon the average of the high and low prices per share on the New York Stock
    Exchange on May 27, 1997, solely for the purpose of calculation of the
    registration fee.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests to 
    be offered or sold pursuant to the employee benefit plan described herein.
PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents have been filed by Cincinnati Bell Inc. (the 
"Company") with the Commission (File No. 1-8519) and are incorporated herein 
by reference:

  1.   The Company's Annual Report on Form 10-K for the year ended December 31,
       1996.

  2.   The Company's Quarterly Report on Form 10-Q for the period ended March
       31, 1997.

  3.   The Company's Current Report on Form 8-K filed April 29, 1997.

  4.   The Company's Annual Report on Form 11-K for the Matrixx Marketing 
       Inc. Profit Sharing/401(k) Plan filed June 24, 1996.
     
All documents subsequently filed by the Company pursuant to Section 13(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Subsequently 
Filed Documents"), prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which deregisters all 
securities then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and to be a part of this 
Registration Statement from the date of filing such documents.

     Any statement contained in this Registration Statement or in a document 
incorporated by reference in this Registration Statement shall be deemed to 
be modified or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any Subsequently Filed 
Document modifies or supersedes such statement.  Any such modified or 
superseded statement shall not be deemed, except as so modified or 
superseded, to constitute a part of this Registration Statement.

     The Company will provide without charge, upon written or oral request, 
to each person to whom a copy of this Registration Statement is delivered, a 
copy of any or all of the documents incorporated by reference herein, not 
including exhibits to such documents.  Requests for such copies should be 
directed to the Secretary, Cincinnati Bell Inc., 201 East Fourth Street, 
Cincinnati, Ohio 45202, telephone number (513) 397-7700.

ITEM 4.  DESCRIPTION OF CAPITAL STOCK

     The following is a summary description of the capital stock of the 
Company and is qualified by reference to the Company's Amended Articles of 
Incorporation (the "Articles") as filed with the Securities and Exchange 
Commission (see Exhibit 3.1 to this Registration Statement).

     The authorized capital stock of the Company consists of 480,000,000 
common shares, par value $1.00 per share (the "Common Shares"), and 5,000,000 
preferred shares, without par value (the "Preferred Shares"), of which 
4,000,000 are voting preferred shares (the

                                    II-1
"Voting Preferred Shares").  At April 30, 1997, 67,840,709 Common Shares were 
outstanding.  There are currently no Preferred Shares outstanding.

     The Board of Directors approved a two-for-one share split that was 
effected by issuing one additional Common Share for each Common Share 
outstanding at May 2, 1997.

     All Common Shares of the Company are entitled to participate equally in 
such dividends as may be declared by the Board of Directors of the Company 
and upon liquidation of the Company, subject to the prior rights of any 
Preferred Shares.  All Common Shares are fully paid and nonassessable.

     Each shareholder has one vote for each Common Share registered in the 
shareholder's name.  The Board of Directors is divided into three classes as 
nearly equal in size as the total number of directors constituting the Board 
permits.  The number of directors may be fixed or changed from time to time 
by the shareholders or the directors.

     The Board of Directors is authorized to issue the Preferred Shares from 
time to time in series and to fix the dividend rate and dividend dates, 
liquidation price, redemption rights and redemption prices, sinking fund 
requirements, conversion rights, restrictions, if any, on the creation of 
indebtedness and on the issuance of such Preferred Shares, and certain other 
rights, preferences and limitations.  Each series of Preferred Shares would 
rank, with respect to dividends and redemption and liquidation rights, senior 
to the Common Shares.  It is not possible to state the actual effect of the 
authorization of any series of Preferred Shares upon the rights of holders of 
the Common Shares until the Board of Directors determines the rights of the 
holders of one or more series of Preferred Shares.  However, such effects 
could include (a) restrictions on dividends on the Common Shares, (b) 
dilution of the voting power of the Common Shares to the extent that the 
Voting Preferred Shares have voting rights or (c) inability of the Common 
Shares to share in the Company's assets upon liquidation until satisfaction 
of any liquidation preference granted to the Preferred Shares.

     No holders of shares of any class of the Company's capital stock have 
pre-emptive rights nor the right to exercise cumulative voting in the 
election of directors.

     The transfer agent and registrar of the Common Shares is The Fifth Third 
Bank, Corporate Trust Services, 38 Fountain Square Plaza, Cincinnati, Ohio 
45236.

CHANGE IN CONTROL

     The following provisions of the Company's Articles and Ohio law might 
have the effect of delaying, deferring or preventing a change in control of 
the Company and would operate only with respect to an extraordinary corporate 
transaction, such as a merger, reorganization, tender offer, sale or transfer 
of assets or liquidation involving the Company and certain persons described 
below.

     Ohio law provides that the approval of two-thirds of the voting power of 
a corporation is required to effect mergers and similar transactions, to 
adopt amendments to the articles of incorporation of a corporation and to 
take certain other significant actions.  Although under Ohio law the articles 
of incorporation of a corporation may permit such actions to be taken by a 
vote that is less than two-thirds (but not less than a majority), the 
Company's Articles do not 

                                   II-2
contain such a provision.  The two-thirds voting requirement tends to make 
approval of such matters, including further amendments to the Articles, 
relatively difficult and a vote of the holders of in excess of one-third of 
the outstanding Common Shares of the Company would be sufficient to prevent 
implementation of any of the corporate actions mentioned above.  In addition, 
Article Fifth classifies the Board of Directors into three classes of 
directors with staggered terms of office and the Company's Amended 
Regulations provide certain limitations on the removal from and filling of 
vacancies in the office of director.

     Article Sixth of the Articles requires that certain minimum price 
requirements and procedural safeguards be observed by a person or entity 
after he or it becomes the holder of 10% or more of the voting shares of the 
Company if such person or entity seeks to effect mergers or certain other 
business combinations ("Business Combinations") that could fundamentally 
change or eliminate the interests of the remaining shareholders.  If such 
requirements and procedures are not complied with, or if the proposed 
Business Combination is not approved by at least a majority of the members of 
the Board of Directors who are unaffiliated with the new controlling person 
or entity (taking into account certain special quorum requirements), the 
proposed Business Combination must be approved by the holders of 80% of the 
outstanding Common Shares and outstanding Voting Preferred Shares of the 
Company (collectively, "Voting Shares"), voting together as a class, 
notwithstanding any other class vote required by law or by the Articles.  In 
the event the price criteria and procedural requirements are met or the 
requisite approval by such unaffiliated directors (taking into account 
certain special quorum requirements) is given with respect to a particular 
Business Combination, the normal voting requirements of Ohio law would apply.

     In addition, Article Sixth of the Articles provides that the affirmative 
vote of the holders of 80% of the Voting Shares, voting as a single class, 
shall be required to amend or repeal, or adopt any provisions inconsistent 
with, Article Sixth.  An 80% vote is not required to amend or repeal, or 
adopt a provision inconsistent with, Article Sixth if the Board of Directors 
has recommended such amendment or other change and if, as of the record date 
for the determination of shareholders entitled to vote thereon, no person is 
known by the Board of Directors to be the beneficial owner of 10% or more of 
the Voting Shares, in which event the affirmative vote of the holders of 
two-thirds of the Voting Shares, voting as a single class, shall be required 
to amend or repeal, or adopt a provision inconsistent with, Article Sixth.

     Ohio, the state of the Company's incorporation, has enacted Ohio Revised 
Code Section 1701.831, a "control share acquisition" statute, and Chapter 
1704, a "merger moratorium" statute.  The control share acquisition statute 
basically provides that any person acquiring shares of an "issuing public 
corporation" (which definition the Company meets) in any of the following 
three ownership ranges must seek and obtain shareholder approval of the 
acquisition transaction that first puts such ownership within each such 
range: (i) more than 20% but less than 33 1/3%; (ii) 33 1/3% but not more 
than 50%; and (iii) more than 50%.

     The merger moratorium statute provides that, unless a corporation's 
articles of incorporation or regulations otherwise provide, an "issuing 
public corporation" (which definition the Company meets) may not engage in a 
"Chapter 1704 transaction" for three years following the date on which a 
person acquires more than 10% of the voting power in the 

                                   II-3
election of directors of the issuing corporation, unless the "Chapter 1704 
transaction" is approved by the corporation's board of directors prior to 
such voting power acquisition.  A person who acquires such voting power is an 
"interested shareholder", and "Chapter 1704 transactions" involve a broad 
range of transactions, including mergers, consolidations, combinations, 
liquidations, recapitalizations and other transactions between an "issuing 
public corporation" and an "interested shareholder" if such transactions 
involve 5% of the assets or shares of the "issuing public corporation" or 10% 
of its earning power.  After the initial three year moratorium, Chapter 1704 
prohibits such transactions absent approval by disinterested shareholders or 
the transaction meeting certain statutorily defined fair price provisions.

     Ohio has also enacted a "greenmailer disgorgement" statute which 
provides that a person who announces a control bid must disgorge profits 
realized by that person upon the sale of any equity securities within 18 
months of the announcement.

     In addition, Ohio has a "control bid" statute that provides for the 
dissemination of certain information and the possibility of a hearing 
concerning compliance with law in connection with a proposed acquisition of 
more than 10% of any class of equity securities of a corporation, such as the 
Company, that has significant contacts with Ohio.

     On March 3, 1997, the Board of Directors of the Company declared a 
dividend distribution of one right ("Right") on each of the Company's 
outstanding Common Shares to holders of record of the Common Shares at the 
close of business on May 2, 1997 (the "Record Date").  One Right also will be 
distributed for each Common Share issued after May 2, 1997, until the 
Distribution Date (which is described in the next paragraph).  Each Right 
entitles the registered holder to purchase from the Company a unit ("Unit") 
consisting of one two-hundredth of a Series A Preferred Share of the Company 
(the "Preferred Shares") at a purchase price of $62.50 per Unit, subject to 
adjustment (the "Purchase Price").  The terms of the Rights are more fully 
described in a Form 8-A for Registration of Certain Classes of Securities 
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, 
which has previously been filed with the Securities and Exchange Commission 
and is incorporated by reference herein.  See Exhibit 4.1 to this 
Registration Statement.

     Initially, the Rights will be attached to all Common Share certificates 
representing shares then outstanding, and no separate Rights Certificates 
will be distributed.  The Rights will separate from the Common Shares and the 
"Distribution Date" will occur upon the earlier of (a) 10 business days 
following a public announcement that a person or group of affiliated or 
associated persons (an "Acquiring Person") has acquired, or obtained the 
right to acquire, beneficial ownership of 15% or more of the outstanding 
Common Shares or (b) 10 business days following the commencement of a tender 
offer or exchange offer that would if consummated result in a person or group 
beneficially owning 15% or more of the outstanding Common Shares.

     The Rights are not exercisable until the Distribution Date and will 
expire at the close of business on May 2, 2007, unless earlier redeemed by 
the Company as described below.

     After the Distribution Date, the separate Rights Certificates alone will 
represent the Rights.  Except for certain issuances in connection with 
outstanding options and convertible 

                                    II-4
securities and as otherwise determined by the Board of Directors, only Common 
Shares issued prior to the Distribution Date will be issued with Rights.

     If a person becomes the beneficial owner of 15% or more of the Common 
Shares ("Flip-In Event"), each holder of a Right will have the right to 
receive, upon exercise, Common Shares having a value equal to two times the 
Purchase Price of the Right.  Moreover, the Rights will not be exercisable 
until the Rights are no longer redeemable as described below.  The Acquiring 
Person would not be permitted to exercise any Rights and any Rights held by 
such person (or certain transferees of such person) will be null and void and 
non-transferable. 

     If, following the Distribution Date, the Company is acquired in certain 
specified mergers or other business combinations (i.e., the Company does not 
survive or its Common Shares are changed or exchanged), or 50% or more of its 
assets or earning power (on a consolidated basis) is sold or transferred in 
one transaction or a series of related transactions ("Flip-Over Events"), 
each Right becomes a Right to acquire common stock of the other party to the 
transaction (or its ultimate parent in certain circumstances) having a value 
equal to two times the Purchase Price.  As an enforcement mechanism, the 
Rights Agreement prohibits the Company from entering into any such 
transaction unless the other party agrees to comply with the provisions of 
the Rights.  

     In general, the Company may redeem the Rights in whole, but not in part, 
at a price of $0.005 per Right, at any time prior to a Flip-In Event.  
Immediately upon the action of the Board of Directors ordering redemption of 
the Rights, the Rights will terminate and the only right of the holders of 
Rights will be to receive the $0.005 redemption price.

     Until a Right is exercised, the holder thereof, as such, will have no 
rights as a shareholder of the Company, including, without limitation, the 
right to vote or to receive dividends.

     The issuance of the Rights may have certain anti-takeover effects and 
possible disadvantages.  The Rights will cause substantial dilution to a 
person or group who attempts to acquire the Company or a significant Common 
Share ownership interest without conditioning the offer on the Rights being 
redeemed or a substantial number of Rights being acquired.  Accordingly, an 
Acquiring Person might decide not to acquire the Company or such an interest, 
although individual shareholders may view such an acquisition favorably.  In 
addition, to the extent that issuance of the Rights discourages takeovers 
that would result in a change in the Company's management or Board of 
Directors, such a change will be less likely to occur.  The Board of 
Directors believes, however, that the advantages of discouraging potentially 
discriminatory and abusive takeover practices outweigh any potential 
disadvantages of the Rights.  The Rights should not interfere with any merger 
or other Business Combination approved by the Board of Directors.  The Rights 
are designed to protect shareholders against unsolicited attempts to acquire 
control of the Company, whether through accumulation of Common Shares in the 
open market or partial or two-tier tender offers, that do not offer a fair 
price to all shareholders.

                                    II-5
ITEM 5.  INTERESTS OF NAMES EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     There are no provisions in the Company's Amended Articles of 
Incorporation by which an officer or director may be indemnified against any 
liability which he or she may incur in his or her capacity as such.  However, 
the Company has indemnification provisions in its Amended Regulations which 
provide the Company will, to the full extent permitted by Ohio law, indemnify 
all persons whom it may indemnify thereto.

     Reference is made to Section 1701.13(E) of the Ohio Revised Code which 
provides for indemnification of directors and officers in certain 
circumstances.

     The foregoing references are necessarily subject to the complete text of 
the Amended Regulations and the statute referred to above and are qualified 
in their entirety by reference thereto.

     The Company provides liability insurance for its directors and officers 
for certain losses arising from certain claims and charges, including claims 
and charges under the Securities Act of 1933, which may be made against such 
persons while acting in their capacities as directors and officers of the 
Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The Exhibits filed as part of this Registration Statement are described 
in the Exhibit Index included in this filing.

ITEM 9.  UNDERTAKINGS.

     (1)  The undersigned registrant hereby undertakes:

          (a)  To file, during any period in which offers or sales of the
               securities registered hereunder are being made, a post-effective
               amendment to this registration statement:

                                          II-6
(i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of this registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;

             (iii)  To include any material information with respect to the plan
                    of distribution not previously disclosed in this
                    registration statement or any material change to such
                    information in the registration statement;

          (a)  provided; however, that this undertaking will only apply to the
               extent that the information in clauses (i) - (ii) hereof is not
               contained in periodic reports filed by the registrant pursuant to
               Section 13 or Section 15(d) of the Exchange Act that are
               incorporated by reference in this registration statement.

          (b)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (c)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.
          
     (2)  The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

     (3)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Securities Act and is therefore unenforceable.  In 
the event that a claim for indemnification against such liabilities (other 
than the payment by the registrant of expenses 

                                    II-7
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issues.

     (4)  The undersigned registrant hereby undertakes to submit or has 
submitted the plan and any amendment thereto to the Internal Revenue Service 
("IRS") in a timely manner and has made or will make all changes required by 
the IRS in order to qualify the plan.

                                      II-8
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Cincinnati and State of Ohio, on the 30th day of 
May, 1997.

                                   CINCINNATI BELL INC.

                                   By  /s/ Brian C. Henry
                                      -------------------------------------
                                       Brian C. Henry
                                       Executive Vice President and 
                                       Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the date indicated.

Principal Executive Officer:

/s/ John T. LaMacchia
-------------------------------------
John T. LaMacchia
President and Chief Executive Officer

Principal Accounting and Financial Officer

/s/ Brian C. Henry
-------------------------------------
Brian C. Henry
Executive Vice President and 
Chief Financial Officer

Directors:

John F. Barrett
Phillip R. Cox
William A Friedlander
Roger L. Howe
Robert P. Hummel, M.D.
James D. Kiggen
John T. LaMacchia
Charles S. Mechem, Jr.
Mary D. Nelson

                                       II-9
James F. Orr
Brian H. Rowe
David B. Sharrock

                                   By: /s/ Brian C. Henry
                                       ------------------------------------
                                       Brian C. Henry as attorney in fact
                                       for each Director and on his own
                                       behalf as Principal Accounting and
                                       Financial Officer

                                   
                                       May 30, 1997

                                  II-10
Pursuant to the requirements of the Securities Act of 1933, the trustees 
(or other persons who administer the employee benefit plan) have duly caused 
this registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Cincinnati, State of Ohio, on 
June 2, 1997.

                                   MATRIXX MARKETING INC.
                                   PROFIT SHARING/401(k) PLAN

                                   By:  MATRIXX MARKETING INC.

                                   By:  /s/ David F. Dougherty
                                        ------------------------------
                                        David F. Dougherty

                                     II-11
EXHIBIT INDEX
Exhibit        Description                                                            Page
3.1            The Company's Amended Articles of Incorporation are hereby 
               incorporated by reference to Exhibit 3.1 to the Registration 
               Statement on Form S-8 for the Cincinnati Bell Inc. 1997 Long 
               Term Incentive Plan filed June 3, 1997

3.2            The Company's Amended Regulations are hereby incorporated by 
               reference to Exhibit 3.2 to the Registration Statement on 
               Form S-8 for the Cincinnati Bell Inc. 1997 Long Term Incentive 
               Plan filed on June 3, 1997

4.1            The Company's Rights Agreement is hereby incorporated by 
               reference to Exhibit 4.1 to the Registration Statement on 
               Form 8A filed on May 1, 1997 

5              Opinion of Frost & Jacobs LLP                  

23.1           Consent of Frost & Jacobs LLP (contained in Exhibit 5)

23.2           Consent of Coopers & Lybrand L.L.P.            

24             Powers of Attorney                             

24.1           Matrixx Marketing Inc. Profit Sharing/401(k) Plan
II-12