Registration Statement No. 33-


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC  20549
                                             

                                   FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                             

             SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
            (Exact name of registrant as specified in its charter)

       Connecticut                                          06-1157778
 (State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

 227 Church Street, New Haven, Connecticut                     06510
 (Address of Principal Executive Offices)                   (Zip Code)
                                             

              SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
                     1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
                           (Full title of the plan)
                                             

       Madelyn M. DeMatteo, Vice President, General Counsel and Secretary
              Southern New England Telecommunications Corporation
               227 Church Street, New Haven, Connecticut 06510
                     (Name and address of agent for service)

                                 (203) 771-2110
        (Telephone number, including area code, of agent for service)
                                             


                         CALCULATION OF REGISTRATION FEE
                                                                              
                    +               +             +              +
                    +               +  Proposed   +  Proposed    +
                    +               +  maximum    +  maximum     +
                    +    Amount     +  offering   +  aggregate   + Amount of
Title of securities +    to be      +   price     +  offering    +registration
to be registered    +  registered   + per share   +   price      +    fee
                    +               +             +              +
Common Stock        +               +             +              +
($1 par value) .... +  200,000 shs. +  $43.25*    + $8,650,000   +   $2,983
                    +               +             +              +
                                                                              

  * Pursuant to Rule 457(c), the proposed maximum offering price per share  
    of $43.25 was derived from calculating the average of the high and low 
    sale prices for the registrant's Common Stock as recorded on June 6, 
    1996 on the New York Stock Exchange Composite Transactions.





                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the registrant with the Securities 
and Exchange Commission are incorporated by reference in this registration 
statement:

         (a) The registrant's Annual Report on Form 10-K for the fiscal year 
             ended December 31, 1995 and Amendment No. 1 dated June 7, 1996;

         (b) The registrant's Quarterly Report on Form 10-Q for the period 
             ended March 31, 1996;

         (c) The registrant's Current Reports on Form 8-K dated January 22, 
             1996 and April 23, 1996; and

         (d) The description of the registrant's Common Stock contained in 
             Form 8-B dated May 21, 1986 and Form 8-K dated February 11, 1987.

         All documents subsequently filed by the registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as 
amended, 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 herein 
and to be a part hereof from the date of filing of such documents.


Item 4.  Description of Securities.

         Not Applicable.


Item 5.  Interests of Named Experts and Counsel.

         Madelyn M. DeMatteo, Vice President, General Counsel and Secretary 
of the registrant provided the opinion on the validity of the Common Stock 
being registered herein. As of June 1, 1996, Ms. DeMatteo owned 14,540
shares of the registrant's Common Stock and has options to acquire 79,550
additional shares of Common Stock.
                                   
Item 6.  Indemnification of Directors and Officers.

         The general statutes of the State of Connecticut specify when a 
Connecticut corporation shall indemnify any shareholder, director, officer, 
employee or agent.  Generally, the Connecticut statute (Conn. Gen. Stat. 
33-320a) provides that in order to be indemnified the shareholder, director, 
officer, employee or agent must not have been adjudged to have breached his 
duty to the corporation or must have acted in good faith and in a manner he 
reasonably believed to be in the best interests of the corporation and, with 
respect to any criminal action or proceeding, he must have had no reasonable 
cause to believe his conduct was unlawful.

                                   II - 2


         
         As permitted under Section 33-290 of the Connecticut General 
Statutes, the registrant's certificate of incorporation (subject to certain 
specified exceptions involving violations of law, self-dealing, lack of good 
faith, abdication of duty, and illegal distributions and improper loans) 
limits the personal liability of its directors for monetary damages to the 
registrant or its shareholders for a breach of duty as a director to the 
amount of compensation received by the director for serving the registrant 
during the year of violation.

         The directors and officers of the registrant are covered by 
insurance policies indemnifying them against certain liabilities, including 
certain liabilities arising under the Securities Act of 1933, which might be 
incurred by them in such capacities and against which they cannot be 
indemnified by the registrant.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits

         The Exhibit Index listing the exhibits required by Item 601 of 
Regulation S-K is located on page II-6.

Item 9.  Undertakings

         (a) The undersigned registrant hereby undertakes:

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

                  (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 the 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. 
                        Notwithstanding the foregoing, any increase or 
                        decrease in volume of securities offered (if the total
                        dollar value of securities offered would not exceed 
                        that which was registered) and any deviation from the  
                        low or high end of the estimated maximum offering range
                        may be reflected in the form of prospectus filed with 
                        the Commmission pursuant to Rule 424(b) if, in the 
                        aggregate, the changes in volume and price represent
                        no more than a 20% change in the maximum aggregate 
                        offering price set forth in the "Calculation of 
                        Registration Fee" table in the effective registration
                        statement.

                  (iii) To include any material information with respect to 
                        the plan of distribution not previously disclosed in 
                        the registration statement or any material change to 
                        such information in the registration statement;
                                    II - 3
                  




                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
                  do not apply if the registration statement is on Form S-8, 
                  and the information required to be included in a 
                  post-effective amendment by those paragraphs is contained 
                  in periodic reports filed with or furnished to the Commission
                  by the registrant pursuant to section 13 or section 15(d) of 
                  the Securities Exchange Act of 1934 that are incorporated by 
                  reference in the registration statement.

             (2)  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.

             (3)  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.

         (b) 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.

         (c) 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 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 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
             by it is against public policy as expressed in the Act and will be
             governed by the final adjudication of such issue.


                                    II - 4



                                 SIGNATURES

    The Registrant. Pursuant to the requirements of the Securities Act of 
1933, the registrant 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 New Haven, State of 
Connecticut, on the 12th day of June, 1996.

                                              SOUTHERN NEW ENGLAND
                                              TELECOMMUNICATIONS CORPORATION


                                              By:  /s/ Madelyn M. DeMatteo  
                                                       Madelyn M. DeMatteo
                                                           Secretary


    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:            #
                                        #
Daniel J. Miglio*                       #
Chairman, President and Chief           #
Executive Officer and Director          #
                                        #
Principal Financial and Accounting      #
Officer:                                #            
                                        #
Donald R. Shassian*                     #
Senior Vice President and               # 
Chief Financial Officer                 #
                                        #
                                        #
                                        #
Directors:                               #   *By: /s/ Madelyn M. DeMatteo    
                                        #             Madelyn M. DeMatteo
                                        #             as Attorney-in-Fact
William F. Andrews*                     #
Richard H. Ayers*                       #
Zoe Baird*                              #
Robert L. Bennett*                      #
Barry M. Bloom*                         #
Frank J. Connor*                        #
William R. Fenoglio*                    #
Claire L. Gaudiani*                     #                June 12, 1996
James R. Greenfield*                    #
Ira D. Hall*                            #           *by power of attorney
Burton G. Malkiel*                      #           
Frank R. O'Keefe, Jr.*                 #

                                                                          
                                    II - 5



  



                               EXHIBIT INDEX


Exhibits identified in parentheses below, on file with the SEC, are 
incorporated herein by reference as exhibits hereto.


    Exhibit 
    Number               Description

     4.1   Rights Agreement dated February 11, 1987 between Southern New 
           England Telecommunications Corporation and The State Street Bank 
           and Trust Company, as Rights Agent (Exhibit 1 to Form SE dated 
           2/13/87-1, File No. 1-9157).  Amendment No. 1 dated December 13, 
           1989 (Exhibit 4 to Form SE dated 12/28/89, File No. 1-9157).  
           Amendment No. 2 dated October 10, 1990 (Exhibit 4 to Form SE 
           dated 10/12/90, File No. 1-9157).

     4.2   Southern New England Telecommunications Corporation 1996 Non- 
           Employee Director Stock Plan.

     5     Opinion of Madelyn M. DeMatteo, Vice President, General Counsel 
           and Secretary as to the legality of the securities being registered.

    23.1   Consent of independent public accountants.

    23.2   Consent of Madelyn M. DeMatteo, Vice President, General Counsel 
           and Secretary is contained in Exhibit 5.

    24     Powers of Attorney.

















                 
                                    II - 6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15896}]
{"company-data": {"conformed-name": "SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORP", "cik": "0000790650", "assigned-sic": "4813", "irs-number": "061157778", "state-of-incorporation": "CT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05757", "film-number": "96579822"}, "business-address": {"street1": "227 CHURCH ST", "city": "NEW HAVEN", "state": "CT", "zip": "06510", "phone": "2037715200"}, "mail-address": {"street1": "227 CHURCH STREET", "city": "NEW HAVEN", "state": "CT", "zip": "06510"}}
Registration Statement No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC  20549
                                             

                                   FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                             

             SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
            (Exact name of registrant as specified in its charter)

       Connecticut                                          06-1157778
 (State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

 227 Church Street, New Haven, Connecticut                     06510
 (Address of Principal Executive Offices)                   (Zip Code)
                                             

              SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
                     1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
                           (Full title of the plan)
                                             

       Madelyn M. DeMatteo, Vice President, General Counsel and Secretary
              Southern New England Telecommunications Corporation
               227 Church Street, New Haven, Connecticut 06510
                     (Name and address of agent for service)

                                 (203) 771-2110
        (Telephone number, including area code, of agent for service)
                                             

                         CALCULATION OF REGISTRATION FEE
                                                                              
                    +               +             +              +
                    +               +  Proposed   +  Proposed    +
                    +               +  maximum    +  maximum     +
                    +    Amount     +  offering   +  aggregate   + Amount of
Title of securities +    to be      +   price     +  offering    +registration
to be registered    +  registered   + per share   +   price      +    fee
                    +               +             +              +
Common Stock        +               +             +              +
($1 par value) .... +  200,000 shs. +  $43.25*    + $8,650,000   +   $2,983
                    +               +             +              +
                                                                              

  * Pursuant to Rule 457(c), the proposed maximum offering price per share  
    of $43.25 was derived from calculating the average of the high and low 
    sale prices for the registrant's Common Stock as recorded on June 6, 
    1996 on the New York Stock Exchange Composite Transactions.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the registrant with the Securities 
and Exchange Commission are incorporated by reference in this registration 
statement:

         (a) The registrant's Annual Report on Form 10-K for the fiscal year 
             ended December 31, 1995 and Amendment No. 1 dated June 7, 1996;

         (b) The registrant's Quarterly Report on Form 10-Q for the period 
             ended March 31, 1996;

         (c) The registrant's Current Reports on Form 8-K dated January 22, 
             1996 and April 23, 1996; and

         (d) The description of the registrant's Common Stock contained in 
             Form 8-B dated May 21, 1986 and Form 8-K dated February 11, 1987.

         All documents subsequently filed by the registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as 
amended, 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 herein 
and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Madelyn M. DeMatteo, Vice President, General Counsel and Secretary 
of the registrant provided the opinion on the validity of the Common Stock 
being registered herein. As of June 1, 1996, Ms. DeMatteo owned 14,540
shares of the registrant's Common Stock and has options to acquire 79,550
additional shares of Common Stock.
                                   
Item 6.  Indemnification of Directors and Officers.

         The general statutes of the State of Connecticut specify when a 
Connecticut corporation shall indemnify any shareholder, director, officer, 
employee or agent.  Generally, the Connecticut statute (Conn. Gen. Stat. 
33-320a) provides that in order to be indemnified the shareholder, director, 
officer, employee or agent must not have been adjudged to have breached his 
duty to the corporation or must have acted in good faith and in a manner he 
reasonably believed to be in the best interests of the corporation and, with 
respect to any criminal action or proceeding, he must have had no reasonable 
cause to believe his conduct was unlawful.

                                   II - 2

         
         As permitted under Section 33-290 of the Connecticut General 
Statutes, the registrant's certificate of incorporation (subject to certain 
specified exceptions involving violations of law, self-dealing, lack of good 
faith, abdication of duty, and illegal distributions and improper loans) 
limits the personal liability of its directors for monetary damages to the 
registrant or its shareholders for a breach of duty as a director to the 
amount of compensation received by the director for serving the registrant 
during the year of violation.

         The directors and officers of the registrant are covered by 
insurance policies indemnifying them against certain liabilities, including 
certain liabilities arising under the Securities Act of 1933, which might be 
incurred by them in such capacities and against which they cannot be 
indemnified by the registrant.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits

         The Exhibit Index listing the exhibits required by Item 601 of 
Regulation S-K is located on page II-6.

Item 9.  Undertakings

         (a) The undersigned registrant hereby undertakes:

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

                  (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 the 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. 
                        Notwithstanding the foregoing, any increase or 
                        decrease in volume of securities offered (if the total
                        dollar value of securities offered would not exceed 
                        that which was registered) and any deviation from the  
                        low or high end of the estimated maximum offering range
                        may be reflected in the form of prospectus filed with 
                        the Commmission pursuant to Rule 424(b) if, in the 
                        aggregate, the changes in volume and price represent
                        no more than a 20% change in the maximum aggregate 
                        offering price set forth in the "Calculation of 
                        Registration Fee" table in the effective registration
                        statement.

                  (iii) To include any material information with respect to 
                        the plan of distribution not previously disclosed in 
                        the registration statement or any material change to 
                        such information in the registration statement;
                                    II - 3
                  

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
                  do not apply if the registration statement is on Form S-8, 
                  and the information required to be included in a 
                  post-effective amendment by those paragraphs is contained 
                  in periodic reports filed with or furnished to the Commission
                  by the registrant pursuant to section 13 or section 15(d) of 
                  the Securities Exchange Act of 1934 that are incorporated by 
                  reference in the registration statement.

             (2)  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.

             (3)  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.

         (b) 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.

         (c) 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 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 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
             by it is against public policy as expressed in the Act and will be
             governed by the final adjudication of such issue.

                                    II - 4

                                 SIGNATURES

    The Registrant. Pursuant to the requirements of the Securities Act of 
1933, the registrant 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 New Haven, State of 
Connecticut, on the 12th day of June, 1996.

                                              SOUTHERN NEW ENGLAND
                                              TELECOMMUNICATIONS CORPORATION

                                              By:  /s/ Madelyn M. DeMatteo  
                                                       Madelyn M. DeMatteo
                                                           Secretary

    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:            #
                                        #
Daniel J. Miglio*                       #
Chairman, President and Chief           #
Executive Officer and Director          #
                                        #
Principal Financial and Accounting      #
Officer:                                #            
                                        #
Donald R. Shassian*                     #
Senior Vice President and               # 
Chief Financial Officer                 #
                                        #
                                        #
                                        #
Directors:                               #   *By: /s/ Madelyn M. DeMatteo    
                                        #             Madelyn M. DeMatteo
                                        #             as Attorney-in-Fact
William F. Andrews*                     #
Richard H. Ayers*                       #
Zoe Baird*                              #
Robert L. Bennett*                      #
Barry M. Bloom*                         #
Frank J. Connor*                        #
William R. Fenoglio*                    #
Claire L. Gaudiani*                     #                June 12, 1996
James R. Greenfield*                    #
Ira D. Hall*                            #           *by power of attorney
Burton G. Malkiel*                      #           
Frank R. O'Keefe, Jr.*                 #

                                                                          
                                    II - 5

  

                               EXHIBIT INDEX

Exhibits identified in parentheses below, on file with the SEC, are 
incorporated herein by reference as exhibits hereto.

    Exhibit 
    Number               Description

     4.1   Rights Agreement dated February 11, 1987 between Southern New 
           England Telecommunications Corporation and The State Street Bank 
           and Trust Company, as Rights Agent (Exhibit 1 to Form SE dated 
           2/13/87-1, File No. 1-9157).  Amendment No. 1 dated December 13, 
           1989 (Exhibit 4 to Form SE dated 12/28/89, File No. 1-9157).  
           Amendment No. 2 dated October 10, 1990 (Exhibit 4 to Form SE 
           dated 10/12/90, File No. 1-9157).

     4.2   Southern New England Telecommunications Corporation 1996 Non- 
           Employee Director Stock Plan.

     5     Opinion of Madelyn M. DeMatteo, Vice President, General Counsel 
           and Secretary as to the legality of the securities being registered.

    23.1   Consent of independent public accountants.

    23.2   Consent of Madelyn M. DeMatteo, Vice President, General Counsel 
           and Secretary is contained in Exhibit 5.

    24     Powers of Attorney.

                 
                                    II - 6