Southern New England Telecommunications Corp – ‘S-3D’ on 5/31/95

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Registration of Securities Pursuant to Dividend or Interest Reinvestment Plan   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3D        Registration of Securities Pursuant to Dividend or    18±    70K 
                          Interest Reinvestment Plan                             
 2: EX-5        Opinion re: Legality                                   1      7K 
 3: EX-23       Consent of Experts or Counsel                          1      6K 
 4: EX-24       Power of Attorney                                      4±    16K 

S-3D   —   Registration of Securities Pursuant to Dividend or Interest Reinvestment Plan
Document Table of Contents

                                Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION                    
WASHINGTON, D.C.  20549                   

FORM S-3                    
REGISTRATION STATEMENT                    
UNDER                   
THE SECURITIES ACT OF 1933                    

SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION                   

A Connecticut                                   I.R.S. Employer                 
Corporation                                    No. 06-1157778                   

227 Church Street, New Haven, Connecticut 06510                   
Telephone Number 203 771-5200                   

SHAREHOLDER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN                   

Agent for Service                   
MADELYN M. DEMATTEO                   
Vice President, General Counsel and Secretary                   
227 Church Street, New Haven, Connecticut 06510                   
Telephone Number 203 771-2110                   

Approximate  date  of commencement of proposed  sale  to  the           
public:  As soon as practicable after this Registration Statement               
becomes effective.                                                              

If the only securities being registered on this Form are being            
offered  pursuant  to  dividend or interest  reinvestment  plans,               
please check the following box   X                                              

If any of the securities being registered on this Form are to             
be offered on a delayed or continuous basis pursuant to Rule 415                
under the Securities Act of 1933, other than securities offered                 
only in connection with dividend or interest reinvestment plans,                
check the following box                                                         

CALCULATION OF REGISTRATION FEE                   
_________________________________________________________________               

  +             + Proposed  +   Proposed   +
  +             + maximum   +   maximum    +
Title of each class +   Amount    + offering  +   aggregate  +  Amount of       
of securities      +   to be     +   price   +   offering   + registration    
to be registered   + registered  + per share +    price     +     fee         
Common Stock        +5,000,000shs.+ $33.0625  + $165,312,500 +  $57,005         
($1 Par Value)                                                                  

*  Pursuant  to Rule 457(c), the proposed maximum offering  price               
per share of $33.0625 was derived from calculating the average            
of  the  high and low sale prices for the registrant's  common            
stock  as  recorded  on May 30, 1995 on  the  New  York  Stock            
Exchange Composite Transactions.                                          

Prospectus  herein  also relates to Registration  No.  33-6320            
pursuant to Rule 429.                                                     

PROSPECTUS                    

===========================================================                     

SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION                   

SHAREHOLDER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN                   

The Shareholder Dividend Reinvestment and Stock                         
Purchase Plan ("Plan") of Southern New England                                  
Telecommunications Corporation ("Corporation") provides                         
holders of shares of the Corporation's common stock                             
("Common Shares") with a simple and convenient method of                        
purchasing additional Common Shares without payment of any                      
brokerage commission or service charge. Any holder of                           
record of Common Shares is eligible to join the Plan.                           

Investment options offered under the Plan are:                          

Full Dividend Reinvestment - Reinvest dividends                         
on all Common Shares held.  Participants may            
also make optional cash payments up to an               
aggregate of $10,000 per quarter.                       

Optional Cash Payments Only - Invest by making                          
optional cash payments at any time in any               
amount up to an aggregate of $10,000 per                
quarter without reinvesting dividends on Common         
Shares held.                                            

The price of Common Shares purchased by participants in                 
the Plan depends upon whether shares are newly issued by                        
the Corporation or purchased by an independent agent in the                     
open market.  The price of shares newly issued by the                           
Corporation will be the average of the high and low sale                        
prices of the Common Shares on the New York Stock Exchange                      
on the dividend payment date.  The price of shares                              
purchased by an independent agent will be the average price                     
paid by that agent.                                                             

This Prospectus relates to authorized and unissued                      
Common Shares registered for purchase under the Plan, which                     
shares, at the sole discretion of the Corporation, may be                       
newly issued shares, shares purchased in the open market by                     
an agent independent of the Corporation, or a combination                       
of both.  It is suggested that this Prospectus be retained                      
for future reference.                                                           

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE                   
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES                    
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES                   
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS                   
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS                    
A CRIMINAL OFFENSE.                   

Dated May 31, 1995                                                              

AVAILABLE INFORMATION                   

The  Corporation  is  subject to  the  informational                    
requirements  of  the Securities Exchange  Act  of  1934                        
("Exchange  Act")  and  in  accordance  therewith  files                        
reports, proxy statements and other information with the                        
Securities   and  Exchange  Commission  ("SEC").    Such                        
reports, proxy statements and other information filed by                        
the  Corporation  can be inspected  and  copied  at  the                        
public  reference  facilities of  the  SEC,  Room  1024,                        
Judiciary Plaza, 450 Fifth Street, N.W., Washington,  DC                        
20549, as well as the following SEC Regional Offices:                           
7 World Trade Center, Suite 1300, New York, NY 10048; and                       
500  W.  Madison Street, Suite 1400, Chicago, IL  60661.                        
Such material can also be inspected at the New York  and                        
Pacific  Stock Exchanges on which the Common Shares  are                        
listed.  Copies can be obtained from the SEC by mail  at                        
prescribed  rates.  Requests should be directed  to  the                        
SEC's  Public  Reference Section, Room  1024,  Judiciary                        
Plaza, 450 Fifth Street, N.W., Washington, DC 20549.                            

INCORPORATION OF DOCUMENTS BY REFERENCE                   

The  following  documents have  been  filed  by  the                    
Corporation  with  the SEC (File  No.  1-9157)  and  are                        
incorporated herein by reference:                                               

(1)  The Corporation's Annual Report on Form 10-K                   
for the fiscal year ended December 31, 1994;              
(2)  The  Corporation's Quarterly Report on  Form                   
10-Q for the quarter ended March 31, 1995;                
(3)  The Corporation's Current Reports on Form                      
8-K  dated January 24, 1995, April 20, 1995,              
and May 18, 1995; and                                     
(4)  The   description  of  the  Common   Shares                    
contained in Form 8-B dated May 21, 1986 and              
Form 8-K dated February 11, 1987.                         

All documents filed by the Corporation pursuant to                      
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act                           
subsequent to the date of this Prospectus shall be                              
deemed to be incorporated by reference in this                                  
Prospectus and to be part hereof from the date of filing                        
of such documents.  Any statement contained in a                                
document incorporated or deemed to be incorporated by                           
reference herein shall be deemed to be modified or                              
superseded for purposes of this Prospectus to the extent                        
that a statement contained herein or in any other                               
subsequently filed document which also is or is deemed                          
to be incorporated by reference herein or in any                                
prospectus supplement modifies or supersedes such                               
statement.  Any such statement so modified or superseded                        
shall not be deemed, except as so modified or                                   
superseded, to constitute a part of this Prospectus.                            

Copies of the above documents (excluding exhibits to                    
such documents, unless such exhibits are specifically                           
incorporated by reference therein) and of the                                   
Corporation's 1994 Annual Report to Shareholders may be                         
obtained upon written or oral request without charge by                         
each person, including beneficial owners, to whom this                          
Prospectus is delivered, from the Director-Investor                             
Relations of the Corporation, Shareholder Services                              
Center, 1st Floor, 300 George Street, New Haven,                                
Connecticut 06511 (telephone number 1-800-243-1110).                            

2                   

THE CORPORATION                   

The Corporation was incorporated in 1986 under the laws of the            
State  of Connecticut and has its principal executive offices  at               
227 Church Street, New Haven, Connecticut 06510 (telephone number               
(203) 771-5200).                                                                

TABLE OF CONTENTS     

Available Information                        2        
Incorporation of Documents by Reference      2        
The Corporation                              3        
The Plan                                     3        
Purpose                                   3     
Advantages                                4     
Administration                            4     
Participation                             4     
Costs                                     5     
Purchases                                 5     
Optional Cash Payments                    6     
Reports to Participants                   6     
Dividends                                 6     
Certificates for Common Shares            7     
Termination                               7     
Other Information                         8     
Use of Proceeds                             10        
Legal Opinion                               10        
Experts                                     10        
Indemnification of Directors and Officers   10        

SHAREHOLDER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN     

The following is a question and answer statement of the                 
provisions of the Shareholder Dividend Reinvestment and Stock                   
Purchase Plan of the Corporation.                                               

Purpose                                                                         

1.  What is the purpose of the Plan?                                            

The purpose of the Plan is to provide holders of record of              
Common Shares with a simple and convenient method of investing                  
cash dividends and optional cash payments in additional Common                  
Shares at a price equal to market value, without payment of any                 
brokerage commission or service charge. The Common Shares                       
purchased from the Corporation with reinvested cash dividends and               
supplemental cash payments will, at the option of the                           
Corporation, be newly issued shares, shares purchased in the open               
market by an independent agent, or a combination of both.                       

- 3 -     

Advantages                                                                      

2.  What are the advantages of the Plan?                                        

Participants in the Plan may:                                           

(a) have cash dividends on their Common Shares              
automatically reinvested;                           
(b) continue to receive their cash dividends on Common      
Shares registered in their names and invest by      
making optional cash payments up to an aggregate    
of $10,000 per quarter; or                          
(c) invest both their cash dividends and such optional      
cash payments.                                      

No commission or service charge is paid by participants in              
connection with purchases under the Plan. Full investment of                    
funds is possible under the Plan because the Plan permits                       
fractions of Common Shares, as well as full Common Shares, to be                
credited to a participant's account. In addition, dividends in                  
respect of such fractions, as well as full Common Shares, will be               
credited to a participant's account. Dividends on Common Shares                 
in the participant's account are automatically reinvested in                    
additional Common Shares.  The Corporation assures safekeeping of               
Common Shares credited to a participant's account under the Plan                
since certificates for such Common Shares are not issued unless                 
requested by the participant. Regular quarterly statements of                   
account provide simplified recordkeeping.                                       

Administration                                                                  

3.  Who administers the Plan for participants?                                  

The Corporation administers the Plan for participants, keeps            
records, sends quarterly statements of account to participants                  
and performs other duties relating to the Plan.                                 

Participation                                                                   

4.  How does a shareholder participate?                                         

All holders of record of Common Shares are eligible to                  
participate in the Plan. A holder of record of Common Shares may                
join the Plan by completing and signing the Authorization Form                  
and returning it to the Corporation.  A return envelope is                      
provided for this purpose. An Authorization Form may be obtained                
at any time by written request to Southern New England                          
Telecommunications Corporation Shareholder Services, P. O. Box                  
1101, New Haven, Connecticut 06504, or by calling the Corporation               
toll free at 1-800-243-1110 from anywhere in the continental                    
United States; if within the New Haven area, call 771-6542.                     

5.  When may a shareholder join the Plan?                                       

A holder of record of Common Shares may join the Plan at any            
time. An optional cash payment may be made when joining by                      
enclosing a check or money order (payable in United States                      
dollars) with the Authorization Form.                                           

The Authorization Form must be received by the twentieth day            
of the month preceding the month in which a dividend is paid in                 
order to reinvest that dividend. Any optional cash payments                     
received prior to the dividend payment date will be invested on                 
such dividend payment date.                                                     

For example, in the case of a July 15 dividend, if the                  
Authorization Form is received by the Corporation not later than                
June 20, the July 15 dividend would be reinvested-if the                        
Authorization Form is received after June 20 the first dividend                 
reinvested would be the October dividend. However, any optional                 
cash payments received before July 15 would be invested on July                 
15.                                                                             

- 4 -     

6.  What does the Authorization Form provide?                                   

The Authorization Form provides for the purchase of                     
additional Common Shares through the following investment options               
offered under the Plan:                                                         

FULL DIVIDEND REINVESTMENT - Reinvest dividends on all Common           
Shares held by a participant. Optional cash payments in       
any amount up to an aggregate of $10,000 per quarter may      
also be invested.                                             

OPTIONAL CASH PAYMENTS ONLY - Invest by making optional                 
cash payments at any time in any amount up to an aggregate    
of $10,000 per quarter without reinvesting dividends on       
Common Shares held.                                           

Cash dividends on Common Shares credited to the participant's           
account under the Plan are automatically reinvested to purchase                 
additional Common Shares.                                                       

7.  How may a participant change options under the Plan?                        

A participant may change the investment option at any time by           
signing a new Authorization Form and returning it to the                        
Corporation.  An Authorization Form may be obtained at any time.                
(See Question 4 for address and telephone number.)  Any change in               
option with respect to reinvestment of dividends must be received               
by the Corporation by the twentieth day of the month preceding a                
dividend payment date to allow sufficient time for processing.                  

Costs                                                                           

8.  Are there any expenses to participants in connection with                   
purchases under the Plan?                                               

No.  Participants pay no brokerage fees.  Any and all fees,             
commissions and expenses incurred in administration of the Plan                 
are paid by the Corporation.                                                    

Purchases                                                                       

9.  How many Common Shares will be purchased for participants?                  

Each participant's account will be credited with that number            
of Common Shares, including fractions computed to three decimal                 
places, equal to the total amount to be invested divided by the                 
purchase price.                                                                 

10. What will be the price of Common Shares purchased under the                 
Plan?                                                                           

The price of Common Shares newly issued by the Corporation on           
any dividend payment date will be the average of the high and low               
sale prices for such Common Shares on the New York Stock Exchange               
(the ''NYSE'') on the dividend payment date (or the next                        
preceding day on which there is a sale of Common Shares on the                  
NYSE if there are no sales of such Common Shares on the dividend                
payment date).  The price of Common Shares purchased in open                    
market transactions will be the average price paid by an                        
independent agent who will obtain them during the 2 week period                 
preceding each dividend payment date. No Common Shares will be                  
sold under the Plan at less than the $1.00 par value of such                    
Common Shares. In the event the purchase price of the Common                    
Shares is below par value, the dividend for that payment period                 
will be sent to the shareholder and any optional cash payments                  
received will be refunded.                                                      

- 5 -     

Optional Cash Payments                                                          

11. How does the cash payments option work?                                     

On each dividend payment date any optional cash payments                
received from the participant prior to such dividend payment date               
will be applied by the Corporation to the purchase of additional                
Common Shares. Dividends on Common Shares registered in the                     
participant's name will also be invested unless the participant                 
has checked the "optional cash payments only" box on the                        
Authorization Form. Dividends payable on Common Shares credited                 
to the account of the participant under the Plan will be                        
reinvested in additional Common Shares.                                         

12. How are optional cash payments made?                                        

The option to make cash payments is available to each                   
participant each quarter. Optional cash payments by a participant               
cannot exceed an aggregate of $10,000 per quarter.                              

An optional cash payment may be made by a participant when              
enrolling by enclosing a check or money order (payable in United                
States dollars) with the Authorization Form. Thereafter, to                     
insure the proper crediting of accounts, such payments should be                
made through the use of cash payment forms sent to participants                 
by the Corporation.  The same amount of money need not be sent                  
each quarter and there is no obligation to make an optional cash                
payment each quarter.                                                           

If a participant wishes to make optional cash payments on a             
regular basis, the Corporation will, on request, mail to the                    
participant a notice shortly before each dividend payment date as               
a reminder of the time to make the cash payment.                                

13. When will optional cash payments received by the Corporation                
be invested?                                                            

Optional cash payments received on or after a given dividend            
payment date will be held by the Corporation until the next                     
dividend payment date. (Dividend payment dates ordinarily are the               
fifteenth of January, April, July and October.)  No Interest Will               
Be Paid By The Corporation On Cash Payments. Optional cash                      
payments will be returned if written notification is received by                
the Corporation not later than the day preceding the dividend                   
payment date.                                                                   

Reports To Participants                                                         

14. What reports will be sent to participants in the Plan?                      

Each participant in the Plan will receive a quarterly                   
statement of account.  These statements are a participant's                     
continuing record of the cost of purchases and should be retained               
for income tax purposes. In addition, each participant will                     
receive a Prospectus for the Plan and copies of the same                        
communications sent to every other registered holder of Common                  
Shares.                                                                         

Dividends                                                                       

15. Will a participant's account be credited with dividends on                  
fractions of Common Shares?                                             

Yes. A participant's account will be credited with dividends            
on fractions of Common Shares.                                                  

- 6 -     

Certificates For Common Shares                                                  

16. Will certificates be issued for Common Shares purchased?                    

Common Shares purchased under the Plan will be registered in            
the name of the Corporation, as agent for participants in the                   
Plan, and certificates for such Common Shares will not be issued                
to participants unless requested. The number of Common Shares                   
credited to an account under the Plan will be shown on the                      
participant's quarterly statement of account. This protects                     
against loss, theft or destruction of stock certificates.                       

Certificates for any number of whole Common Shares credited             
to an account under the Plan will be issued within ten business                 
days after receipt of a written request from a participant who                  
wishes to remain in the Plan. This request should be mailed to                  
Southern New England Telecommunications Corporation Shareholder                 
Services, P. O. Box 1101, New Haven, Connecticut 06504.  Any                    
remaining full Common Shares and fractions of a Common Share will               
continue to be credited to the participant's account.                           

Common Shares credited to the account of a participant under            
the Plan may not be pledged.  A participant who wishes to pledge                
such Common Shares must request that certificates for such Common               
Shares be issued in the participant's name.                                     

Certificates for fractions of Common Shares will not be                 
issued under any circumstances.                                                 

17. In whose name will certificates be registered when issued?                  

Accounts under the Plan are maintained in the names in which            
certificates of the participants were registered at the time they               
entered the Plan.  Certificates for whole Common Shares will be                 
similarly registered when issued.                                               

Termination                                                                     

18. How is participation in the Plan terminated?                                

In order to terminate participation in the Plan, a                      
participant must send a written request to Southern New England                 
Telecommunications Corporation Shareholder Services, P.O. Box                   
1101, New Haven, Connecticut 06504.  When participation in the                  
Plan is terminated, whole Common Shares in a participant's                      
account under the Plan will be credited to that shareholder's                   
account in book-entry form, unless the participant requests stock               
certificates and a cash payment will be made for any fraction of                
a Common Share, based on the current market price of Common                     
Shares less any related brokerage fees and any transfer tax.                    
Upon termination from the Plan, the participant may request that                
all of the Common Shares be sold.  Normally, the sale will be                   
made for the account of the participant by an independent                       
fiduciary institution designated by the Corporation, within seven               
business days after receipt of the request.  The participant will               
receive the proceeds of the sale less any brokerage fees and any                
transfer tax.                                                                   

19. When may participation in the Plan be terminated?                           

Participation in the Plan may be terminated at any time.                

20. When may an investment for a dividend payment date be                       
stopped?                                                                

Without terminating participation in the Plan, a shareholder            
may stop all investment on a dividend payment date if written                   
instructions to stop such investment are received not later than                
the day preceding the dividend payment date.                                    

- 7 -     

Other Information                                                               

21. What happens when a participant sells or transfers all of the               
Common Shares registered in the participant's name?                     

If a participant disposes of all Common Shares registered in            
the participant's name, the Corporation will continue to reinvest               
the dividends on the Common Shares credited to the participant's                
account under the Plan until otherwise notified.  However, if the               
Plan account in such a case is credited with less than one full                 
Common Share, the Corporation reserves the right to close the                   
account and remit to the participant the value of such fractional               
Common Share determined in accordance with the procedure for the                
payment for fractional Common Shares described in answer to                     
Question 18.                                                                    

22. What happens if the Corporation issues a stock dividend or                  
declares a stock split?                                                 

Any Common Shares distributed as a result of a stock dividend           
or stock split by the Corporation on Common Shares credited to                  
the account of a participant under the Plan will be added to the                
participant's account. Stock dividends or split Common Shares                   
distributed on Common Shares registered in the name of the                      
participant will be credited to that shareholder's account in                   
book-entry form in the same manner as to shareholders who are not               
participating in the Plan.                                                      

23. How will a participant's Common Shares be voted at meetings                 
of shareholders?                                                        

Any Common Shares held in the Plan for a participating                  
shareholder will be voted as the shareholder directs.                           
Participating shareholders will receive a single proxy covering                 
all Common Shares registered in their names as well as all whole                
Common Shares credited to their accounts under the Plan.  If no                 
Common Shares are registered in a participant's name, a proxy                   
card will be furnished to the participant for whole Common Shares               
credited to the participant's account under the Plan.                           

If no instructions are received on a proxy card returned,               
properly signed, with respect to any item thereon, all of a                     
participant's Common Shares-those registered in the participant's               
name, if any, and those credited to the participant's account                   
under the Plan-will be voted in the same manner as for non-                     
participating shareholders who return proxies and do not provide                
instructions, in accordance with the recommendations of the                     
Corporation's Board of Directors. If the proxy card is not                      
returned or if it is returned unsigned, none of the participant's               
Common Shares will be voted unless the participant votes in                     
person.                                                                         

24. What are the Federal income tax consequences of participation               
in the Plan?                                                            

A ruling was received from the Internal Revenue Service                 
concerning Federal income tax consequences for Plan participants.               
Under the ruling:                                                               

(1)  A participant in the Plan will be treated for                      
Federal income tax purposes as having received, on the        
dividend payment date, a dividend equal to the full           
amount of the cash dividend otherwise payable to the          
participant on such date with respect to the                  
participant's Common Shares and the tax basis of Common       
Shares credited to the participant's account will equal       
the amount of such dividend.  The tax basis of Common         
Shares purchased with an optional cash payment and            
credited to the participant's account will be the amount      
of such optional cash payment.                                

(2)  A participant's holding period for Common Shares                   
credited to the participant's Plan account begins on the      
day following the dividend  payment date.                     

- 8 -     

(3)  A participant will not realize any taxable income                  
when the participant either receives book-entry credits       
or stock certificates for whole Common Shares credited        
to the participant's account, either upon the                 
participant's request for certain of those Common Shares      
or upon termination of participation in or termination        
of the Plan.                                                  

(4)  A participant will realize gain or loss when Common                
Shares are sold or exchanged, whether pursuant to the         
participant's request upon termination of participation       
in the Plan (see Question 18) or by the participant           
after receipt of Common Shares from the Plan, and, in         
the case of a fractional Common Share, when the               
participant receives a cash adjustment for a fraction of      
a Common Share credited to the participant's account          
upon termination of participation in or termination of        
the Plan; and the amount of such gain or loss will be         
the difference between the amount which the participant       
receives for the Common Shares or fraction of a Common        
Share, and the tax basis therefor.                            

25. What are the effects of the Interest and Dividend Tax                       
Compliance Act of 1983 on the Plan?                                     

If a participant has failed to furnish a valid taxpayer                 
identification number to the Corporation, unless the participant                
is exempt from the withholding requirements described in section                
3406 of the Internal Revenue Code, then the Corporation must                    
withhold 31% from the amount of Common Share dividends, the                     
proceeds of the sale of fractional Common Shares and the proceeds               
of any sale of whole Common Shares. In addition, section 3406 of                
the Internal Revenue Code provides that if a new participant, who               
enrolls after December 31, 1983, fails to certify that such                     
participant is not subject to withholding on interest and                       
dividend payments, then 31% must be withheld from the amount of                 
Common Share dividends. The withheld amounts will be deducted                   
from the amount of dividends and the remaining amount will be                   
reinvested.                                                                     

26. What is the responsibility of the Corporation under the Plan?               

The Corporation, in administering the Plan, will not be                 
liable for any act done in good faith or for any good faith                     
omission to act, including, without limitation, any claim of                    
liability arising out of failure to terminate a participant's                   
account upon such participant's death prior to receipt of notice                
in writing of such death.                                                       

Participants should recognize that the Corporation cannot               
assure them of a profit or protect them against a loss on Common                
Shares purchased by them under the Plan.                                        

Although the Plan contemplates the continuation of quarterly            
dividend payments, the payment of future dividends will depend                  
upon future earnings, the financial condition of the Corporation                
and other factors.                                                              

27. May the Plan be changed or discontinued?                                    

The Corporation reserves the right to suspend, modify or                
terminate the Plan at any time. All participants will receive                   
notice of any such suspension, modification or termination. Upon                
termination of the Plan by the Corporation, either book-entry                   
credits or certificates for whole Common Shares credited to a                   
participant's account under the Plan will be issued and a cash                  
payment will be made for any fraction of a Common Share.                        

- 9 -     

USE OF PROCEEDS     

The Corporation does not know either the number of Common               
Shares that will ultimately be purchased under the Plan or the                  
prices at which such Common Shares will be sold.  The Corporation               
intends to apply such proceeds as are received for the                          
construction of plant and facilities and for expansion and                      
improvement of telephone services provided by the Corporation;                  
for investment in its unregulated subsidiaries; and for general                 
corporate purposes. The Corporation is unable to determine the                  
amount of the proceeds which will be allocated to each of these                 
purposes.                                                                       

LEGAL OPINION     

Madelyn M. DeMatteo, Vice President, General Counsel and Secretary        
of the Corporation, provided the opinion on the validity of the Common          
Shares being registered herein.  As of May 18, 1995, Ms. DeMatteo               
owned 13,798 Common Shares and has options to acquire 69,550                    
additional Common Shares.                                                       

EXPERTS     

The consolidated financial statements and financial statement             
schedule of the Corporation incorporated by reference or included in            
the Annual Report on Form 10-K for the fiscal year ended December 31,           
1994 are incorporated herein by reference in reliance upon the reports          
of Coopers & Lybrand L.L.P., independent accountants, given on their            
authority as experts in accounting and auditing.                                

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 (1) must not have been        
adjudged to have breached his duty to the corporation or (2) 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.                                               

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.                             

- 10 -      

PART II                   

INFORMATION NOT REQUIRED IN PROSPECTUS                    

Item 14. Other Expenses of Issuance and Distribution.                           

Securities and Exchange Commission Filing  Fee....   $ 57,005 
 Printing of Prospectus............................     20,000 *
 Accountant's Fees.................................      1,500 *
 Legal Fees........................................      1,000 *
 Miscellaneous Expenses............................     18,000 *
    Total..........................................   $ 97,505 *

*Estimated.                                                                     

Item 15. 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.                                                           

As permitted under Section 33-290 of the Connecticut General            
Statutes,   the   Corporation'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                
Corporation  or  its  shareholders for a breach  of  duty  as  a                
director  to the amount of compensation received by the director                
for serving the Corporation 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 16. Exhibits.                                                              

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

Exhibit                                                                     
Number              Description                                             

4     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).                                 

A-1       

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.                                                

Item 17.  Undertakings                                                          

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; and                 

(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.                                      

Provided,  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)  do               
not  apply if the registration statement is on Form S-3, and  the               
information required to be included in a post-effective amendment               
by those paragraphs is contained in periodic reports filed 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.                               

(4) 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.                                                               

A-2                   

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                
provisions  described  in  Item  15  above,  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.                               

A-3                   

SIGNATURES                    

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-3 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 31st day  of                
May, 1995.                                                                      

      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:    #                                               
#             
D. J. Miglio*                    #                                              
Chairman, President and Chief    #                                              
Executive Officer and Director   #                                              
#             
Principal Financial Officer:     #                                              
#             
Donald R. Shassian*              #                                              
Senior Vice President and        #                                              
Chief Financial Officer          #                                              
#             
Principal Accounting Officer:    #                                              
#             
J. A. Sadek*                     #                                              
Vice President and Comptroller   #                                              
#             
Directors:                        #        By: /s/ Madelyn M. DeMatteo          
                       #                 Madelyn M. DeMatteo
F. G. Adams*                     #                 as Attorney-in-Fact          
William F. Andrews*              #                                              
Richard H. Ayers*                #                                              
Zoe Baird*                       #                                              
R. L. Bennett*                   #                                              
Barry M. Bloom*                  #            * by power of attorney            
F. J. Connor*                    #                                              
W. R. Fenoglio*                  #                                              
Claire L. Gaudiani*              #                 May 31, 1995                 
J. R. Greenfield*                #                                              
Burton G. Malkiel*               #                                              
Frank R. O'Keefe, Jr.           #                                               

EXHIBIT INDEX   

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

Exhibit                                                                     
Number              Description                                             

4     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).                                 

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.                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-3D’ Filing		Date		Other Filings
Effective on:		6/19/95
Filed on:		5/31/95
		5/30/95
		5/18/95		8-K
		4/20/95		8-K
		3/31/95		10-Q
		1/24/95		8-K
		12/31/94		10-K,  10-K405/A
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