Edgar Filing: COX PHILLIP R

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

COX PHILLIP R

2. Issuer Name and Ticker or Trading Symbol
CINCINNATI BELL INC [CBB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

201 EAST FOURTH STREET

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2004

(Street)

CINCINNATI, OH 45202

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/16/2004		S		14,600	D	$ 3.7	3,060.925 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Buy ⁽²⁾

$ 5.228

04/17/1995

04/17/2005

Common Stock

4,000

Option to Buy ⁽²⁾

$ 10.347

04/22/1996

04/22/2006

Common Stock

4,000

Option to Buy ⁽²⁾

$ 11.65

04/28/1997

04/28/2007

Common Stock

4,000

Option to Buy ⁽³⁾

$ 16.125

04/27/1998

04/27/2008

Common Stock

4,000

Option to Buy ⁽³⁾

$ 22.4375

04/26/1999

04/26/2009

Common Stock

9,000

Option to Buy ⁽³⁾

$ 29.0938

04/19/2000

04/19/2010

Common Stock

9,000

Option to Buy ⁽⁴⁾

$ 22.8438

01/02/2001

01/02/2011

Common Stock

1,625

Option to Buy ⁽³⁾

$ 24.915

04/30/2001

04/30/2011

Common Stock

9,000

Option to Buy ⁽⁴⁾

$ 9.35

01/02/2002

01/02/2012

Common Stock

2,650

Option to Buy ⁽³⁾

$ 6.69

04/29/2002

04/29/2012

Common Stock

9,000

Option to Buy ⁽⁴⁾

$ 3.715

01/02/2003

01/02/2013

Common Stock

2,650

Option to Buy ⁽³⁾

$ 4.51

04/29/2003

04/29/2013

Common Stock

9,000

Option to Buy

$ 4.245

04/23/2004

04/23/2014

Common Stock

9,000

Phantom Shares ⁽⁵⁾

⁽⁶⁾

⁽⁷⁾

Common Stock

21,221.363

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COX PHILLIP R 201 EAST FOURTH STREET CINCINNATI, OH 45202	X

Signatures

Amy Collins, Attorney-in-fact for Phillip R. Cox		11/17/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 50.928 shares held by Trustee of DRP.
(2)	Option shares granted under the Stock Option Plan for Non-Employee Directors which is a Rule 16b-3 Plan.
(3)	Option shares granted under the 1997 Stock Option Plan for Non-Employee Directors which is a Rule 16b-3 Plan.
(4)	Option shares granted under the 1997 Stock Option Plan for Non-Employee Directors which is a Rule 16b-3 Plan. Under the terms of 1997 Stock Option Plan for Non-Employee Directors which is a Rule 16b-3 Plan, reporting person elected to defer a percentage of his annual retainer fee and per meeting fees in exchange for options.
(5)	Phantom shares held through the Cincinnati Bell Inc. Deferred Compensation Plan for Outside Directors, which is a Rule 16b-3 Plan.
(6)	Phantom shares convert 1-1 for common stock.
(7)	Phantom shares are payable in common stock following retirement or termination of the reporting person's affiliation with the Company.

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