Sprint Florida Inc · 10-K · For 12/31/94

Filed On 3/31/95   ·   SEC File 0-01244   ·   Accession Number 37664-95-14

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        1994 Form 10-K                                        68±   308K 
 2: EX-27       Financial Data Schedules for 1994 10k                  1      6K 
 3: EX-3.A      Articles of Incorporation                             21±    82K 
 4: EX-3.B      Bylaws                                                12±    49K 

10-K   ·   1994 Form 10-K
Document Table of Contents

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FORM 10-K     

SECURITIES AND EXCHANGE COMMISSION    
Washington, D. C. 20549     

[X] Annual Report Pursuant to section 13 or 15(d) of the    
securities exchange act of 1934   

For the fiscal year ended December 31, 1994               

OR        

[  ] Transition report prusuant to section 13 or 15(d) of       
the securities exchange act of 1934   

Commission file number 0-1244     

 UNITED TELEPHONE COMPANY OF FLORIDA
(Exact name of registrant as specified in its charter)    

FLORIDA                                             59-0248365                  
(State or other jurisdiction of                (I.R.S. Employer                 
incorporation or organization)               Identification No.)                

P. O. BOX 165000,         Altamonte Springs, Florida 32716-5000                 

(Address of principal executive offices)            

(407) 889-6010                      
(Registrant's telephone number, including area code)                

Securities  registered pursuant to Sections 12(b) and 12(g)                     
of the Act:                                                                     

None                                                                            

Securities subject to Section 15(d) of the Act:                                 

Title of each class                   
-------------------                   
First Mortgage Bonds                  

6 1/4% due May 15, 2003            9 1/4% due September 15, 2019                
7 1/4% due December 1, 2004        7 1/8% due July 15, 2023                     
6 7/8% due July 15, 2013           8 3/8% due January 15, 2025                  

Indicate by check mark whether the registrant (1) has filed all reports         
required to be filed by Section 13 or 15(d) of the Securities Exchange Act      
of 1934 during the preceding 12 months (or for such shorter period that the     
registrant was required to file such  reports), and (2) has been subject to     
such filing requirements for the past 90 days.  Yes  X   No                     

Indicate by check mark if disclosure of delinquent filers pursuant to Item      
405 of Regulation S-K is not contained herein, and will not be contained,       
to the best of registrant's knowledge, in definitive proxy or information       
statements incorporated by  reference in Part III of this  Form 10-K or any     
amendment to this Form 10-K. [X]                                                

The redeemable, voting preferred stock outstanding as of the date of filing     
of this report is not actively traded;  therefore, no market value is           
available.  There is no common stock held by non-affiliates.                    

There are 6,500,000 shares of common stock outstanding at the end of the        
fiscal year and as of the date of filing of this report.                        

Item 1.   Business                                                              
--------                                                    
United Telephone Company of Florida (the Company) is a subsidiary of Sprint     
Corporation (Sprint).  The  principal executive offices of the  Company are     
located at 555 Lake Border Drive, Apopka, Florida  32703.                       

The Company  was  formed  as the result of a combination effective December     
31, 1982,  pursuant to  an  Agreement  and  Plan  of  Merger, in  which the     
Company's affiliates,  the former United Telephone Company  of Florida, The     
Winter  Park  Telephone   Company  and  Orange   City  Telephone   Company,     
Incorporated  were merged into Florida Telephone Corporation (FTC).  As the     
surviving corporation, FTC, which  had been incorporated under the  laws of     
the  State of  Florida  on  September 29,  1925,  amended  its articles  of     
incorporation to provide for a change of corporate name to United Telephone     
Company of Florida.                                                             

The  Company  is  engaged  in  the  business  of  furnishing  communication     
services,  principally local,  network access  and long  distance services,     
serving  approximately 1,134,000  customers in  all or  part of  24 Florida     
counties,  comprising some  30  percent of  the  state's total  area.   The     
Company's  current estimate of population  within its service  areas is 2.4     
million as  compared to census counts of approximately 1.8 million in 1990,     
1.0 million in 1980 and 600,000 in 1970.                                        

The Company  had 6,005 employees  at December 31,  1994, of which  2,727 or     
45.4  percent  are  represented  by either  the  Communications  Workers of     
America  or  the  International  Brotherhood  of  Electrical  Workers   for     
collective  bargaining  purposes.    Of  the  6,005  employees,  1,418  are     
dedicated to  serving Central Telephone  Company of Florida,  an affiliated     
company which reimburses the Company for the related employee costs.            

In  addition to furnishing local service, the Company's central offices and     
toll  lines are  connected  with other  telephone  companies and  with  the     
nationwide toll networks of interexchange carriers (IXCs) for the provision     
of message toll service and  other long distance services.  Toll  calls may     
thus  be made  to  any  telephone  in  the United  States  and  most  other     
countries.   Other telecommunications services, for the most part furnished     
in  conjunction  with other  telephone  companies,  include facilities  for     
private line service, data transmission and wide area toll service (WATS).      

Revenues from  communication  services  constituted  86.1  percent  of  the     
operating revenues of the Company in 1994.  The remaining  13.9 percent was     
derived  largely from  directory  operations,  equipment sales,  facilities     
leases and billing and collection services provided to IXCs.  A significant     
portion of the  Company's network  access revenue is  derived from  network     
access  billings to  AT&T  Corp. (AT&T).   However,  the  Company does  not     
believe  its revenues  are dependent  upon AT&T,  as customers'  demand for     
interLATA long  distance telephone  service  is not  tied to  any one  long     
distance  carrier.  As the market share of AT&T's long distance competitors     
increases, the  percent of  revenues derived from  network access  services     
provided to AT&T decreases.                                                     

During the five years ended December 31, 1994, the compounded annual growth     
rate in access lines served was 5.1 percent.                                    

I-1     

UNITED TELEPHONE COMPANY OF FLORIDA     
1994 FORM 10-K/PART I     

Item 1.   Business (continued)                                                  

                                                                · Download Table

The  following table summarizes access lines in  service at the end of each
of the  last five years together with  the number of access  minutes of use
for each of those years:                                                   

              (Expressed in thousands, except percentages)                 

              Access Lines Served                                          
              ------------------     Percent    Access Minutes   Percent   
  Year  Residence  Business   Total  Increase      of Use        Increase  
  ------ ---------  --------   -----  --------   --------------   -------- 
                                                                           
  1994     964       326      1,290    5.5        5,425,072        10.7    
  1993     920       303      1,223    5.3        4,898,573         5.6    
  1992     882       279      1,161    4.4        4,639,061         6.4    
  1991     849       263      1,112    4.3        4,360,713         6.6    
  1990     819       247      1,066    6.0        4,089,885        12.3    

In  1987 the Company formed United Telephone  Long Distance, Inc. (UTLD), a
Florida  corporation, and  in 1988  the Florida  Public Service  Commission
(FPSC)  granted  UTLD's  request  for  certification  as  an  interexchange
carrier.   UTLD resells WATS service as interLATA message telephone service
from exchanges within the Company's service area.                          

Effective  January 1,  1991,  the Federal  Communications Commission  (FCC)
adopted a price cap regulatory format for  the Bell Operating Companies and
the  GTE local exchange companies.   Other local  exchange companies (LECs)
could volunteer to become subject to the price cap regulation.  Under price
caps,  prices for  access  service must  be  adjusted annually  to  reflect
industry  average productivity gains  (as specified by  the FCC), inflation
and certain allowed  cost changes.   The Company elected  to be subject  to
price cap regulation,  and under the form of the  plan adopted, the Company
has an  opportunity  to earn  up  to a  15.25  percent rate  of  return  on
investment on its interstate operations.  The FCC is conducting a scheduled
review of all aspects of  the price cap plan  and is expected to  implement
changes  in 1995.  Without further action by the FCC, the current price cap
plan will expire in 1995 and will be replaced by rate of return regulation.
It is expected that the FCC will act and that there will not be a return to
rate of return regulation.                                                 

In June 1994, the Company entered  into a stipulation with the FPSC whereby
the Company's intrastate  rates were reduced by $17.6 million  on an annual
basis beginning  July  1, 1994.   Approximately  $9.9 million  of the  rate
reduction was  in intrastate access elements and  was intended to bring the
intrastate  access rates more in line with interstate rates.  Approximately
$5.0 million  of the rate reduction  was in intraLATA toll  rates, and $2.7
million  in local  service revenue.   In  addition, the  Company agreed  to
record additional  depreciation of $2.8 million  ($2.1 million intrastate),
which  was recognized  in  the  second  quarter.    The  Company's  allowed
intrastate return  on equity was capped  at 13.0 percent for  1994 with any
earnings in  excess of  13.0 percent  to be deferred  to 1995  when, absent
further commission action, the upper range of the allowed return reverts to
13.5 percent.                                                              
                                    I-2                                    

                    UNITED TELEPHONE COMPANY OF FLORIDA                    
                           1994 FORM 10-K/PART I                           

Item 1.   Business (continued)                                             
          --------------------                                             

In  November 1994, in compliance  with FPSC regulations,  the Company filed
its triennial depreciation study seeking an increase in annual depreciation
expense of approximately $16.3 million effective January 1,  1995.  In this
filing the Company  sought shorter service lives to  recognize obsolescence
caused  by emerging technologies required to meet customer demands for more
sophisticated voice  and data  facilities.  On  January 17, 1995,  the FPSC
allowed  the Company  to implement,  on a  preliminary basis,  the proposed
rates,  reduced by  a one-time  depreciation charge  of $3.2  million ($2.4
million  intrastate) to  be  recorded in  1994, which  served to  bring the
Company's 1994 intrastate return on equity below the 13.0 percent cap noted
above.  On March 1, 1995, the Office of Public Counsel filed a petition for
a hearing in protest of the  FPSC's approval of the early implementation of
the  depreciation rates.    A final  ruling on  depreciation  rates is  not
expected until late 1995 or early 1996.                                    

On  December 1,  1994,  the FPSC  approved  the Company's  proposal,  filed
November 2, 1994,  for additional rate reductions with an effective date of
January 1, 1995.   The total proposed revenue reduction  is projected to be
$10.6  million in 1995,  $9 million of  which is in  switched access charge
reductions and the  remainder in cellular  interconnection usage rates  and
intraLATA toll rates.                                                      

The potential for more  direct competition with the Company  is increasing.
Many states, including Florida, allow  competitive entry into the intraLATA
long-distance  service  market.   State  regulators  are also  increasingly
confronted  with requests to permit resale of local exchange services, with
such resale now existing  in a number of states in which  other Sprint LECs
offer  local  communications  services,  including   Pennsylvania,  Kansas,
Illinois and Missouri.                                                     

At the interstate level, the FCC has revised its rules to permit connection
of  customer-owned coin telephones to  the local network,  exposing LECs to
direct  coin telephone  competition.   Additionally, the  FCC has  assisted
Competitive Access  Providers (CAPs)  in providing access  to interexchange
carriers and end  users by mandating  that all Tier  1 LECs, including  the
Company,  allow virtual colocation of CAP equipment in LEC central offices.

The extent  and ultimate  impact of competition  for LECs will  continue to
depend,  to a  considerable degree,  on FCC  and state  regulatory actions,
court decisions  and possible  federal and  state legislation. The  Clinton
Administration has  indicated that  it supports legislation  which promotes
local  telephone competition.    Although federal  legislation designed  to
stimulate local  competition between  local exchange service  providers and
cable  programming service  providers in  both markets has  been introduced
several  times in recent years,  bills have yet to  be reported out of both
the House of Representatives and the Senate in a session.   Legislation has
been introduced in  Congress in 1995.   While both major  political parties
are  predicting that legislation will be passed, such predictions have been
proven to be inaccurate in the recent past.                                

                                    I-3                                    

                    UNITED TELEPHONE COMPANY OF FLORIDA                    
                           1994 FORM 10-K/PART I                           

Item 1.  Business (continued)                                              
         --------------------                                              
The  Company's environmental  compliance and  remediation expenditures  are
primarily  related to  the operation  of standby  power generators  for its
telecommunications equipment.   The  expenditures arise in  connection with
permits,  standards  compliance or  occasional  remediation,  which may  be
associated with generators,  batteries or  fuel storage.   The Company  has
been  designated  a potentially  responsible party  at  a site  relating to
landfill   contamination.     The   Company's  expenditures   relating   to
environmental compliance  and remediation  have  not been  material to  the
financial  statements or  to  the operations  of  the Company  and are  not
expected to have any future material effects.                              

Item 2.   Properties                                                       
          ----------                                                       
The  properties of  the Company  consist principally  of  land, structures,
facilities and  equipment.   Substantially all  of the  telephone property,
plant and  equipment is subject to the liens of the indentures securing the
Company's  first mortgage debt.   Of the Company's  investment in telephone
plant  in service  as  of  December 31,  1994,  cable  and wire  facilities
represented  approximately   50  percent  of  the   total;  central  office
equipment, 37 percent; land and buildings, 6 percent; telephone instruments
and certain related equipment installed on subscriber premises,  2 percent;
and, other telephone plant, 5 percent.                                     

                                                                · Download Table

The  following  table  sets forth  the  gross  property  additions and  the
retirements  or sales  of property  during each  of the  five years  in the
period ended December 31, 1994:                                            

                              Gross Property     Retirements               
                                Additions        or Sales                  
                              --------------     -----------               
                                 (In Thousands)                            
                                                                           
                 1994        $   177,828        $  71,194                  
                 1993            185,002           62,599                  
                 1992            184,692           72,947                  
                 1991            175,215          124,551                  
                 1990            198,900           97,730                  

Item 3.   Legal Proceedings                                                     
-----------------                                           
No material legal proceedings are pending to which the Company or its           
subsidiary is a party or of which any of their property is subject.             

Item 4.   Submission of Matters to a Vote of Security Holders                   
---------------------------------------------------         
No matter was submitted to a vote of security holders during the fourth         
quarter of 1994.                                                                
I-4     

 UNITED TELEPHONE COMPANY OF FLORIDA
1994 FORM 10-K/PART II    

Item 5.   Market for Registrant's Common Stock and Related Stockholder          
Matters                                                     

All of the common stock of the Company  is owned by Sprint and consequently     
is not traded.                                                                  

Item 6.   Selected Financial Data                                               

                                                                · Download Table
                                 Year Ended December 31,                   
                       --------------------------------------------------- 
                       1994      1993        1992       1991      1990     
                       ----      -----       ----       ----      ----     
                                 (In Thousands of Dollars)                 
                                                                           
Operating          $  865,198    $802,368    $760,905   $733,539   $716,249
Revenues                                                                   
Net Income (1)(2)     110,033      77,321      97,621     92,781    102,414

Total Assets        1,665,294   1,612,083   1,540,694  1,502,006  1,508,223
Long-Term Debt                                                             
(excluding current                                                         
  maturities)                                                              
and Redeemable        441,474     393,612     402,377    424,410    429,026
Preferred Stock                                                            
Stock                                                                      
Access Lines                                                               
Served per                                                                 
Employee (3)           281.4       261.4       243.9      237.9      225.2 

(1)   The years 1994, 1993, and 1992 include  extraordinary losses on early
      extinguishments    of debt.    The  effects of  such  losses  were to
      decrease  net income by  $215,000, $1.4 million,  and $1.5 million in
      1994, 1993, and 1992, respectively.                                  

(2)   During 1993,  nonrecurring  charges  of  $51  million  were  recorded
      related  to Sprint's  merger with  Centel Corporation,  which reduced
      income by approximately $31 million.                                 

(3)   Effective January  1,  1994, and  as a  result  of the  Sprint/Centel
      merger, employees  of   an  affiliate, Central  Telephone Company  of
      Florida, are, for payroll processing and benefit purposes, considered
      employees of the Company. The access lines served per employee at the
      end of 1994 exclude the 1,418 employees  dedicated to serving Central
      Telephone Company of Florida.                                        


Earnings  and  dividends per  common  share  information has  been  omitted     
because all of the common stock of the Company is owned by Sprint.              

II-1    

UNITED TELEPHONE COMPANY OF FLORIDA     
1994 FORM 10-K/PART II    

Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations                                       

The Company's  financial well-being plays  a vital  role in its  efforts to     
provide  efficient, responsive, state-of-the-art  communication services to     
the  rapidly growing  Florida  market  amid  the uncertainties  created  by     
potential deregulation.  In  order to meet  the challenges of this  dynamic     
environment, the Company continues  to seek ways to speed  capital recovery     
and  increase  organizational   efficiency  through   careful  control   of     
construction expenditures,  increased depreciation  of telephone plant  and     
automation and consolidation of functions.  Concurrently, efforts have been     
undertaken to  aggressively implement new technologies,  including enhanced     
digital switching, fiber optics  and pair gain devices that  offer expanded     
services at reduced costs.                                                      

Sprint/Centel Merger                                                            
--------------------                                                            

Effective  March  9,  1993,  Sprint  consummated  its  merger  with  Centel     
Corporation, a telecommunications company with local exchange and  cellular     
and wireless communications  services operations  (see Note 9  of Notes  to     
Consolidated  Financial  Statements  for   additional  information).    The     
transaction  costs  associated with  the  merger  (consisting primarily  of     
investment  banking  and  legal  fees)   and  the  estimated  expenses   of     
integrating  and   restructuring  the  operations  of   the  two  companies     
(consisting  primarily of  employee severance  and relocation  expenses and     
costs  of eliminating  duplicative facilities)  resulted in  a nonrecurring     
charge  to Sprint during 1993.  The  portion of such charge attributable to     
the Company was $51 million, which reduced 1993 net income by approximately     
$31 million.                                                                    

Liquidity and Capital Resources                                                 
-------------------------------                                                 
The ability to generate cash from operations is a good measure of liquidity     
for  the  Company.   The Company  does not  require  large sums  of working     
capital because cash  inflows are relatively stable due to the stability in     
demand for telephone services.                                                  

As  detailed in the Consolidated Statements  of Cash Flows, the Company had     
net cash provided by its operating activities of $294 million, $254 million     
and  $262 million in  1994, 1993 and  1992, respectively.   The increase in     
operating  cash flows in 1994 is primarily  due to an increase in operating     
income  adjusted  for  depreciation as  well  as  an  increase in  accounts     
payable, partially offset by an increase in accounts receivable.                

The  Company has  large  capital  requirements  because  of  its  need  for     
substantial amounts  of  plant  and  equipment  to  provide  communications     
services to customers.  The Company's planned construction expenditures for     
modernization and growth in  1995 are approximately $182 million,  of which     
$79 million is for central office equipment, $78 million for cable and wire     
facilities, $17 million for general support assets and $8 million for other     
telecommunications assets.  Actual  expenditures were $178 million in  1994     
and $185 million in both 1993 and 1992.                                         

II-2    

UNITED TELEPHONE COMPANY OF FLORIDA     
1994 FORM 10-K/PART II    

Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations (continued)                           

Liquidity and Capital Resources (continued)                                     
-------------------------------------------                                     

Because the Company is  capital intensive, external financing is  sometimes     
required to  supplement cash provided by operations.  The primary source of     
external  financing has  been through the  issuance of  debt.    During the     
year,  the Company redeemed, prior  to scheduled maturity,  $2.5 million of     
its Winter Park 6.50 percent Series I  Bonds, and $20.5 million of its 9.25     
percent Series  CC Bonds.  The  Company issued $70 million  of 8.38 percent     
Series HH bonds on January 15, 1995.  Long-term debt is further detailed in     
Note 4 of Notes to the Consolidated Financial Statements.                       

The  average short-term debt outstanding  was $39 million  during 1994, $35     
million  during 1993  and  $20  million  during  1992.    Short-term  debt,     
consisting  primarily  of  commercial  paper  and  advances  from   Sprint,     
decreased by $27 million in 1994 and  increased $16 million in 1993 and $29     
million in  1992.  The decrease in short-term debt  in 1994 resulted from a     
reclassification  of a portion of the balance  to long-term debt due to the     
issuance in January 1995 of Series HH 8.38 percent First Mortgage Bonds for     
$70 million.   The proceeds of this issuance were used to reduce short-term     
debt (see Note 4 of Notes to the Consolidated Financial Statements).            

The Company anticipates that substantially all of the cash required in 1995     
for its construction  program, principal  payments and  retirement of  long     
term debt, and  preferred stock  redemption will be  provided by  operating     
activities.  If  additional funds are required during  1995, it is expected     
that they will be raised through the issuance of commercial  paper and bank     
borrowings.  The  Company  maintains   bank  lines  of  credit   sufficient     
to    support  outstanding  commercial   paper  and  bank  borrowings   and     
anticipates  no   difficulty  in   meeting  potential   external  financing     
requirements in this  manner during 1995.  The Company  had lines of credit     
totaling  $120 million  at December  31, 1994, of  which $10.2  million was     
unused.   As  a result  of the  $70  million issuance  of Series  HH  First     
Mortgage Bonds and the  resulting decrease in short-term debt,  on February     
9, 1995, the Company's lines of credit were reduced to $105 million.            

At year end, the Company's ratio of common equity to total capital was 58.8     
percent in  1994 and 60.8  percent in  both 1993  and 1992.   The ratio  of     
short-term debt  to total capital was  3.4 percent in 1994,  5.7 percent in     
1993 and 4.5 percent in 1992.                                                   

II-3    

UNITED TELEPHONE COMPANY OF FLORIDA       
1994 FORM 10-K/PART II    

Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations (continued)                           

Financial Condition                                                             
-------------------                                                             

The Company's consolidated assets totaled $1.7 billion at December 31, 1994     
compared  to  $1.6  billion at  December  31,  1993.   Accounts  receivable     
increased  $29.9  million  as of  December  31,  1994 generally  due  to an     
increase in consolidated  net operating  revenues and the  timing of  sales     
activities and cash  collections.   Property, plant and  equipment, net  of     
accumulated depreciation, increased $9.6  million from 1993 to 1994  due to     
increased  capital  expenditures  to  enhance  and  upgrade  the  Company's     
network,  to   expand  service  capabilities  and   increase  productivity.     
Accounts payable increased $45.5 million from 1993 to 1994 primarily due to     
an increase in  operating expenses  and the timing  of cash  disbursements.     
Long-term  debt  increased  $48.0  million  from  1993  to  1994  primarily     
resulting  from reclassification of a  portion of short-term  debt to long-     
term due  to the January  1995 issuance of  Series HH First  Mortgage Bonds     
(see  Note  4  of  Notes  to  the  Consolidated  Financial  Statements  for     
additional information).  Postretirement and other benefit obligations  in-     
creased  $29.1  million from 1993 to 1004, of which $18.7 million is due to     
the  Company's  assumption  of  Central  Telephone  Company   of  Florida's,    
an affiliate Company postretirement benefits obligation (see Note 2 to the      
Consolidated Financial Statements for additional information).                  

Results of Operations                                                           
---------------------                                                           

Local service  revenues  are  derived  from  providing  telephone  exchange     
services.  Local service revenues increased  in 1994 and 1993 primarily due     
to increases in basic  area service revenues reflecting access  line growth     
of  approximately  67,000  or  5.5  percent  and  62,000  or  5.3  percent,     
respectively.   Also contributing  to the increases  in both 1994  and 1993     
were increases in revenue  for custom calling features, Centrex  and Touch-     
Tone  services.  Inside wire maintenance revenue increased due to increased     
rates effective July 1, 1994, and  telephone lease revenue increased due to     
higher customer demand.                                                         

Network access service revenues are derived from billing other carriers and     
telephone customers  for their  use of the  local network to  complete long     
distance  calls in  those  instances where  long  distance service  is  not     
provided  entirely  by  the  Company.    Network  access  service  revenues     
increased $11.4 million in 1994 compared to 1993 primarily due to increased     
minutes of use and customer activity net of rate reductions which went into     
effect July 1,  1994. Network  access revenues decreased  slightly in  1993     
compared to 1992 due to decreases in transitional support payments received     
from  the National  Exchange Carrier  Association and  decreased interstate     
rates.                                                                          

Long distance service revenues are derived principally from  providing long     
distance  services within  designated areas.    Revenues decreased  in 1994     
primarily due to  rate reductions effective July 1, 1994  and the Company's     
exit  from the intraLATA  toll private  line pool in  June 1993.   The 1993     
decrease in long distance service revenues is due to  lower message volumes     
over 1992 as well as reduced toll private line revenue  associated with the     
Company's exit from the pool.                                                   
II-4    

UNITED TELEPHONE COMPANY OF FLORIDA     
1994 FORM 10-K/PART II    

Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations (continued)                           

Results of Operations (continued)                                               
---------------------------------                                               

Miscellaneous  revenues include  revenues related  to directory  publishing     
fees, providing billing  and collection services and  operator services for     
interexchange carriers, sales  of telecommunications equipment and  leasing     
of network facilities.   Miscellaneous revenues increased in 1994  and 1993     
primarily due to an increase in directory revenues  and increases in demand     
for   PBX,  key   systems,  data   equipment,  messageline   and  telephone     
instruments.                                                                    

Plant  expense increased  in 1994  primarily due  to increased  access line     
movement and  increased repairs of  cable and wire and building maintenance     
required as a result of inclement weather.  In 1993 plant expense decreased     
primarily due  to reduced central office  SS7/ExpressTouch related expenses     
compared to the level of such costs in 1992.                                    

Depreciation  expense increased  $19 million  for  the twelve  months ended     
December  31, 1994 due in part to  asset base growth between 1993 and 1994.     
Also contributing  to this increase  were one-time depreciation  charges in     
the amount  of $6.0 million approved by the FPSC during 1994.  Depreciation     
expense decreased in 1993  primarily due to a change  in depreciation rates     
which went into effect on July 1, 1992.                                         

Customer operations expense  increased in  1994 and 1993  primarily due  to     
increases in sales  salaries, commissions and  related expenses  associated     
with the marketing of new products and services.                                

Corporate  operations expense increased in  1994 and 1993  primarily due to     
increases  in the cost of information management systems. Increases in 1993     
are also attributed to increases in advertising.                                

Other  operating expenses increased in  1994 and 1993  primarily due to the     
cost of goods related  to equipment sales due to a higher  demand for PBXs,     
key systems, and telephone instruments.                                         

Nonoperating Items                                                              
------------------                                                              

The decrease in interest charges in 1994 and 1993 was primarily due to  the     
lower interest rate on long term debt that was refinanced during 1994, 1993     
and 1992.                                                                       

The   Company  incurred   extraordinary  charges   related  to   the  early     
extinguishments  of debt of $215,000, $1.4 million and $1.5 million, net of     
related income tax benefits, in 1994, 1993, and 1992, respectively.             

Effects of Inflation                                                            

The  effects  of inflation  on  the  operations  of the  Company  were  not     
significant during 1994, 1993 or 1992.                                          

II-5    

UNITED TELEPHONE COMPANY OF FLORIDA     
1994 FORM 10-K/PART II    

Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations (continued)                           

Accounting Developments                                                         
-----------------------                                                         

Effective  Janaury 1,  1994,  the Company  adopted  Statement of  Financial     
Accounting   Standards   (SFAS)  No.   112,   "Employers'  Accounting   for     
Postemployment Benefits" (see  Note 2  of Notes  to Consolidated  Financial     
Statements for additional information).                                         

Consistent  with most local exchange carriers, the Company accounts for the     
economic effects of regulation pursuant to SFAS No. 71, "Accounting for the     
Effects of  Certain Types of Regulation".   The application of  SFAS No. 71     
requires the accounting recognition of the rate actions of regulators where     
appropriate, including  the recognition of depreciation  based on estimated     
useful lives prescribed  by regulatory commissions rather  than those which     
might  be  utilized by  non-regulated enterprises.   The  Company currently     
believes  its operations meet the criteria for the continued application of     
the provisions  of  SFAS No.  71.   However,  the  Company operates  in  an     
evolving  environment in which the regulatory framework is changing and the     
level  and types of competition  are increasing.   Accordingly, the Company     
constantly  monitors and evaluates the ongoing applicability of SFAS No. 71     
by assessing the likelihood  that prices which provide for  the recovery of     
specific costs can continue to be charged to customers.                         

In the event the  Company determines that its operations no  longer qualify     
for the  application of the  provisions of SFAS  No. 71, the  Company would     
eliminate  from  its financial  statements the  effects  of any  actions of     
regulators  that  had  been  recognized  as  assets  and  liabilities.  The     
resulting material,  noncash charge would  be recorded as  an extraordinary     
item. (See Note  7  of Notes to  Consolidated Financial Statements for          
information  regarding  the primary  components  and  estimated amounts  of     
regulatory assets and liabilities as of December 31, 1994.)                     

II-6    

UNITED TELEPHONE COMPANY OF FLORIDA     
1994 FORM 10-K/PART II    

Item 8.  Financial Statements and Supplementary Data                            

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS    

                                       Pages
                                       -----
Report of Independent Auditors                            II-8                

Consolidated Balance Sheets                                                     
as of December 31, 1994 and 1993                     II-9 - II-10           

Consolidated Statements of Income                                               
for each of the three years ended December 31, 1994       II-11             

Consolidated Statements of Retained Earnings                                    
for each of the three years ended December 31, 1994       II-12             

Consolidated Statements of Cash Flows                                           
for each of the three years ended December 31, 1994       II-13             

Notes to Consolidated Financial Statements              II-14 - II-32           

II-7    

UNITED TELEPHONE COMPANY OF FLORIDA     
1994 FORM 10-K/PART II    

REPORT OF INDEPENDENT AUDITORS    

The Board of Directors                                                          
United Telephone Company of Florida                                             

We  have audited  the  accompanying consolidated  balance sheets  of United     
Telephone  Company   of  Florida,  a  wholly-owned   subsidiary  of  Sprint     
Corporation, as of December 31, 1994 and 1993, and the related consolidated     
statements of  income, retained earnings,  and cash flows  for each of  the     
three years  in  the period  ended  December 31,  1994.   Our  audits  also     
included  the  financial statement  schedule listed  in  the Index  at Item     
14(a)2.  These financial statements and the schedule are the responsibility     
of  the Company's management.  Our  responsibility is to express an opinion     
on these financial statements and the schedule based on our audits.             

We  conducted our  audits in  accordance  with generally  accepted auditing     
standards.   Those standards require that we  plan and perform the audit to     
obtain reasonable assurance about whether the financial statements are free     
of material misstatement.   An audit  includes examining, on a  test basis,     
evidence  supporting  the   amounts  and  disclosures   in  the   financial     
statements.   An  audit also  includes assessing the  accounting principles     
used  and significant estimates made  by management, as  well as evaluating     
the overall financial statement  presentation.  We believe that  our audits     
provide a reasonable basis for our opinion.                                     

In  our opinion, the financial statements referred to above present fairly,     
in all  material respects,  the consolidated  financial position  of United     
Telephone  Company of  Florida  at  December 31,  1994  and  1993, and  the     
consolidated  results of its operations and its  cash flows for each of the     
three years  in the  period  ended December  31, 1994,  in conformity  with     
generally  accepted  accounting principles.    Also,  in our  opinion,  the     
related financial statement  schedule, when considered  in relation to  the     
basic  financial  statements  taken as  a  whole,  presents  fairly in  all     
material respects the information set forth therein.                            

As discussed in  Note 2  to the consolidated  financial statements,  United     
Telephone  Company  of  Florida  changed  its  method   of  accounting  for     
postretirement benefits in 1993.                                                

                                                     ERNST & YOUNG LLP

Kansas City, Missouri                                                           
January 25, 1995                                                                

II-8    

                                                                · Download Table
                                                        PART II.        
                                                                Item 8. 
                    UNITED TELEPHONE COMPANY OF FLORIDA                 
                        CONSOLIDATED BALANCE SHEETS                     
                         DECEMBER 31, 1994 and 1993                     
                                (In Thousands)                          



        ASSETS                                   1994              1993 
                                                 ----              ---- 
CURRENT ASSETS                                                          
                                                                        
  Cash                                   $      9,473      $      2,353 
  Receivables:                                                          
    Interexchange carriers                     36,993            34,919 
    Customers and other                        78,805            68,475 
    Unbilled toll                              22,597            22,179 
    Affiliated companies                       26,844             9,262 
    Allowance for uncollectible account        (3,318)           (2,857)
  Inventories                                  27,426            22,790 
  Prepayments                                   6,158             1,311 
  Deferred tax asset                            8,801            10,305 
                                              -------           ------- 
                                              213,779           168,737 

PROPERTY, PLANT AND EQUIPMENT                                           
  Land and buildings                          149,033           146,377 
  Telephone network equipment and outside   2,160,156         2,085,478 
  Other                                       127,453           108,911 
  Construction in progress                     40,954            30,195 
                                            ---------         --------- 
                                            2,477,596         2,370,961 
  Less accumulated depreciation             1,076,007           978,993 
                                            ---------         --------- 
                                            1,401,589         1,391,968 

DEFERRED CHARGES AND OTHER ASSETS              49,926            51,378 

                                            ---------         --------- 
                                         $  1,665,294      $  1,612,083 
                                            =========         ========= 

        See Accompanying Notes to Consolidated Fianancial Statements    

                                    II-9                                

                                                              PART II.  
                                                               Item 8.  



LIABILITIES AND STOCKHOLDERS' EQUITY             1994              1993 
                                                 ----              ---- 
CURRENT LIABILITIES                                                     
                                                                        
 Outstanding checks in excess of cash                                   
   balances                                 $   3,215      $      4,187 
 Commercial paper                              39,809            67,210 
 Current maturities of long-term debt           4,467               273 
 Accounts payable:                                                      
   Interexchange carriers                      56,170            37,926 
   Affiliated companies                        39,816            27,032 
   Other                                       33,616            19,191 
 Advance billings                              15,883            15,429 
 Accrued merger and integration costs           6,373            16,074 
 Customer deposits                              7,414             7,717 
 Accrued interest                               7,514             7,828 
 Accrued vacation pay                          15,382            11,592 
 Accrued taxes                                  4,350            13,763 
 Other                                         16,352            11,623 
                                              -------            -------
                                              250,361            239,845

LONG-TERM DEBT                                439,495            391,525

DEFERRED CREDITS AND OTHER LIABILITIES                                  
     Deferred income taxes                    196,139            194,347
     Deferred investment tax credits           19,636             22,913
     Postretirement and other benefit                                   
       obligations                             46,712             17,572
     Regulatory liability                      11,143             14,505
     Other                                      6,471             14,185
                                              -------           --------
                                              280,101            263,522

REDEEMABLE PREFERRED STOCK                                              
  Series 1959, at redemption value                340                360
  Series 1961, at redemption value                108                126
  Series 1966, at redemption value              1,531              1,601
                                                -----              -----
                                                1,979              2,087

COMMON STOCK AND OTHER STOCKHOLDER'S EQUITY                             
  Common stock, authorized 16,000,000 shares,                           
    par value $2.50, issued and outstanding    16,250             16,250
     Capital in excess of par value           166,448            166,448
     Retained earnings                        510,660            532,406
                                          -----------         ----------
                                              693,358            715,104
                                          -----------         ----------
                                         $  1,665,294      $   1,612,083
                                            =========          =========

See Accompanying Notes to Consolidated Financial Statements.      

II-10             

                                                                · Download Table
                                                         PART II.             
                                                                Item 8.       
                  UNITED TELEPHONE COMPANY OF FLORIDA                         
                    CONSOLIDATED STATEMENTS OF INCOME                         
              YEARS ENDED DECEMBER 31, 1994, 1993 and 1992                    
                               (In Thousands)                                 


                                         1994           1993          1992    
                                         ----           ----          ----    
OPERATING REVENUES                                                            
                                                                              
  Local service                      $  340,887      $ 309,310    $  279,161  
  Network access service                320,586        309,221       309,759  
  Long distance service                  83,112         84,217        90,041  
  Miscellaneous                         120,613         99,620        81,944  
                                        -------        -------        ------  
                                        865,198        802,368       760,905  

OPERATING EXPENSES                                                            
  Plant expense                         232,302        215,009       222,356  
  Depreciation                          169,326        150,233       161,471  
  Customer operations                   118,383        110,385        91,359  
  Corporate operations                   83,876         75,224        68,220  
  Merger and integration costs                -         51,080             -  
  Other operating expenses               26,023         19,944         8,154  
  Taxes:                                                                      
    Federal income:                                                           
      Current                            58,933         38,536        38,242  
      Deferred                               28          1,011         8,293  
      Deferred investment                (3,134)        (3,471)       (4,142) 
   State, local and miscellaneous        34,356         30,168        31,233  
                                         ------         ------        ------  
                                        720,093        688,119       625,186  

OPERATING INCOME                        145,105        114,249       135,719  

INTEREST CHARGES                                                              
  Interest on long-term debt             30,897         34,363        36,232  
  Interest on short-term debt             1,718          1,101           281  
  Other interest                          2,865            924         1,428  
                                          -----          -----         ------ 
                                         35,480         36,388         37,941 

OTHER INCOME                                                                  
  Interest charged to construction          561            369          1,154 
  Interest income                            62            512            186 
                                          -----           ----          ----- 
                                            623            881          1,340 

INCOME BEFORE EXTRAORDINARY ITEM        110,248         78,742         99,118 

Extraordinary charges on early                                                
 extinguishments of debt, net of                                              
 related income tax benefits              (215)         (1,421)        (1,497)
                                        -------         -------        -------

NET INCOME                          $  110,033        $ 77,321       $ 97,621 
                                       =======          ======         ====== 

          See Accompanying Notes to Consolidated Financial Statements.          

       II-11

               UNITED TELEPHONE COMPANY OF FLORIDA              PART II.
           CONSOLIDATED STATEMENTS OF RETAINED EARNING           Item 8.
YEARS ENDED DECEMBER 31, 1994, 1993 and 1992        
(In Thousands)        

                                                                · Download Table

                                        1994           1993          1992   
                                        ----           ----          ----   
                                                                            
Balance at beginning of year        $  532,406    $  520,895   $    503,866 

Net income                             110,033        77,321         97,621 

Cash dividends:                                                             
     Common stock                     (131,675)      (65,700)       (79,625)
     Preferred stock                      (104)         (110)          (675)

Early retirement of preferred stock          -             -           (292)
                                       -------       --------      -------- 

Balance at end of year            $    510,660    $  532,406  $     520,895 
                                       =======       =======        ======= 


                See Accompanying Notes to Consolidated Financial Statements.

             II-12

                 UNITED TELEPHONE COMPANY OF FLORIDA            PART II.
               CONSOLIDATED STATEMENTS OF CASH FLOWS             Item 1.
YEARS ENDED DECEMBER 31, 1994, 1993 and 1992    
(In Thousands)            

                                                                · Download Table
                                              1994           1993        1992  
                                              ----           ----        ----  
OPERATING ACTIVITIES                                                           
                                                                               
Net income                                 $ 110,033    $   77,321  $   97,621 
Adjustments to reconcile net income                                            
to net cash provided by operating                                              
 activities:                                                                   
 Depreciation                                169,326       150,233     161,471 
 Extraordinary charges on early                                                
 extinguishments of debt                         349         2,294       2,400 
 Increase (decrease) in deferred                                               
  income taxes and net investment                                              
   tax credit                                 (1,708)        (396)       8,094 
 Changes in operating assets                                                   
  and liabilities:                                                             
  Increase in accounts receivable             (29,943)      (12,622)    (3,459)
 Increase in inventories                      (4,636)       (1,061)       (161)
(Increase) decrease in prepayments            (4,847)        1,459      (1,109)
 Increase in accounts payable,                                                 
  accrued expenses and other                   33,723       23,395       2,253 
 Increase (decrease) in noncurrent assets                                      
  and liabilities, net                         20,668       12,372      (5,782)
 Other, net                                       843          883         671 
                                             --------      -------     ------- 
NET CASH PROVIDED BY OPERATING ACTIVITIES     293,808      253,878     261,999 

INVESTING ACTIVITIES                                                           
Additions to property, plant and equipment   (177,828)    (185,002)   (184,692)
Net salvage from plant and equipment ret       (1,119)        (876)      3,839 
                                              ---------    --------  --------- 
NET CASH USED BY INVESTING ACTIVITIES        (178,947)    (185,878)   (180,853)

FINANCING ACTIVITIES                                                           
Proceeds from long-term borrowings             70,000      202,772      49,423 
Principal payments and retirements of long-                                    
 term debt                                    (18,315)    (211,984)    (68,189)
Increase (decrease) in short-term borrowings  (27,401)      15,510      29,470 
Redemption of preferred stock                    (108)        (107)     (7,724)
Premiums on early redemption of long-term debt   (138)      (9,011)     (2,069)
Dividends paid                               (131,779)     (65,810)    (80,300)
Additions to unamortized debt expense               -       (1,943)       (552)
                                            ---------     --------    -------- 
NET CASH USED BY FINANCING ACTIVITIES       (107,741)      (70,573)    (79,941)

INCREASE (DECREASE) IN CASH                    7,120        (2,573)     1,205  

CASH AT BEGINNING OF YEAR                      2,353          4,926      3,721 
                                               -----          -----      ----- 
CASH AT END OF YEAR                         $  9,473       $  2,353    $ 4,926 
                                               =====          =====      ===== 

                See Accompanying Notes to Consolidated Financial Statements.   

                                             II-13                             

UNITIED TELEPHONE COMPANY OF FLORIDA  
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS 
DECEMBER 31, 1994   

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

This summary of significant accounting policies of United Telephone Company     
of  Florida  is  presented  to  assist  in  understanding the  accompanying     
consolidated financial statements.   The consolidated financial  statements     
and notes are representations of management, which is responsible for their     
integrity  and  objectivity.     These  accounting  policies  conform  with     
generally accepted accounting principles and reflect practices  appropriate     
to the industry in which United Telephone Company of Florida operates.          

Basis of Presentation                                                           
---------------------                                                           
The accompanying consolidated financial  statements include the accounts of     
United Telephone Company of Florida and its wholly-owned subsidiary, United     
Telephone  Long Distance, Inc., collectively  referred to as the "Company."     
All significant intercompany transactions have been eliminated. The Company     
is a  wholly-owned subsidiary of Sprint  Corporation (Sprint); accordingly,     
earnings per share information has been omitted.                                

Certain amounts  in the accompanying consolidated  financial statements for     
1993 and  1992 have been  reclassified to  conform to  the presentation  of     
amounts in the 1994 consolidated financial statements. These                    
reclassifications had no effect on net income in either year.                   

Operations                                                                      
----------                                                                      
The company is engaged in the business of providing communication services,     
principally local,  network access and  long distance services  in Florida.     
The Company accounts  for the  economic effects of  regulation pursuant  to     
Statement of Financial Accounting Standards (SFAS)  No. 71, "Accounting for     
the Effects of Certain  Types of Regulation" which requires  the accounting     
recognition  of the  rate actions  of regulators  where appropriate.   Such     
actions  can provide  reasonable assurance  of the  existence of  an asset,     
reduce or  eliminate the  value of  an asset,  or impose  a liability on  a     
regulated enterprise.                                                           

Cash                                                                            
----                                                                            
As part of  its cash  management program, the  Company utilizes  controlled     
disbursement banking  arrangements.  Outstanding  checks in excess  of cash     
balances are  reflected as a current  liability on the balance  sheet.  The     
company had  sufficient funds  available to  fund these outstanding  checks     
when they were presented for payment.                                           

II-14     

UNITIED TELEPHONE COMPANY OF FLORIDA    
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS       
DECEMBER 31, 1994         

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                      

Inventories                                                                     
-----------                                                                     
Inventories  consist of materials and  supplies stated at  average cost and     
equipment held  for resale stated at  the lower of average  cost or market.     
The sales inventory balances were  $11,494,000 and $11,379,000 at  December     
31, 1994 and 1993, respectively.                                                

Property, Plant and Equipment                                                   
-----------------------------                                                   
Property,  plant  and  equipment are  recorded  at  cost.   Retirements  of     
depreciable property  are charged against accumulated  depreciation with no     
gain or loss  recognized.  Repairs  and maintenance costs  are expensed  as     
incurred.                                                                       

Depreciation                                                                    
------------                                                                    
Depreciation expense  is computed on  a straight-line basis  over estimated     
useful  lives as prescribed  by regulatory commissions.   Depreciation rate     
and  recovery  schedule  changes  granted  by  the Florida Public Service       
Commission (FPSC) resulted  in  a decrease of depreciation expense  in 1993     
of $9.3  million and an increase of $13.6 million in 1992.  After the related   
effects on revenues and income taxes,  the 1993 rate change  increased net      
income by  $4.9 million and the 1992 rate  change decreased net  income by      
$7.1  million.  In 1994,  the FPSC  ordered  the   Company  to  record two      
nonrecurring  charges  to depreciation expense totaling  $6 million.   After    
the related effects on revenues  and income taxes,  these one-time charges      
reduced net income by $2.7 million in  1994.   Average  annual  composite       
depreciation  rates, excluding the  nonrecurring charges, were  6.8 percent     
for 1994, 6.7 percent for 1993 and 7.6 percent for 1992.                        

Income Taxes                                                                    
------------                                                                    
Operations of the Company  are included in the consolidated  federal income     
tax returns of Sprint.  Federal income tax is  calculated by the Company on     
the basis of its filing a separate return.                                      

Investment tax credits  (ITC) have  been deferred and  are being  amortized     
over the useful life  of the related property.                                  

II-15   

UNITIED TELEPHONE COMPANY OF FLORIDA    
 NOTES TO CONSOLIDATED FINANACIAL STATEMENTS
DECEMBER 31, 1994     

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                      

Interest Charged to Construction                                                
--------------------------------                                                
In accordance  with the Uniform  System of Accounts,  as prescribed by  the     
Federal Communications  Commission (FCC), interest has  been capitalized on     
those  telephone  plant  construction  projects  for  which  the  estimated     
construction period exceeds one year.  In May 1994, the  FPSC staff, citing     
the  immateriality   of  such  interest  due  to  reductions  in  long-term     
construction projects in  the telecommunications  industry, filed  comments     
with  the  FCC   supporting  the   elimination  of   interest  charged   to     
construction.  In  addition, the  FPSC directed several  Florida LECs,  the     
Company  included, to  cease recognizing  interest charged  to construction     
effective November 1, 1994.                                                     

2.  EMPLOYEE BENEFITS PLANS                                                     

Effective  January  1,  1994, as  a  result  of  the Sprint/Centel  merger,     
employees  of  Central Telephone  Company  of  Florida, an  affiliate,  are     
considered  employees of the Company. As  a result, the Company has assumed     
the liability for postretirement benefits in the amount of $16.2  million in    
addition to prepaid  pension  costs  of  $2.5  million  related  to  Central    
Telephone Company of Florida's active employees and retirees.                   

Defined Benefit Pension Plan                                                    
----------------------------                                                    
Substantially all employees of the Company are covered by a noncontributory     
defined benefit pension  plan.  For participants of the plan represented by     
collective bargaining units, benefits  are based upon schedules  of defined     
amounts  as negotiated  by the  respective parties.   For  participants not     
covered  by collective  bargaining  agreements, the  plan provides  pension     
benefits based upon years of service and participants' compensation.            

The Company's policy is to  make contributions to the plan each  year equal     
to an actuarially determined amount consistent with applicable federal  tax     
regulations.  The funding objective is to accumulate  funds at a relatively     
stable rate over the participants' working lives so that benefits are fully     
funded at retirement.  As of December 31, 1994, the plan's assets consisted     
principally  of  investments  in   corporate  equity  securities  and  U.S.     
government and corporate debt securities.                                       

II-16 

UNITIED TELEPHONE COMPANY OF FLORIDA  
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS   
DECEMBER 31, 1994       

2.  EMPLOYEE BENEFIT PLANS (continued)                                          

Defined Benefit Pension Plan (continued)                                        
----------------------------------------                                        

                                                                · Download Table

The components of  the net pension credits  and related assumptions  are as
follows (in thousands):                                                    
                                         1994      1993      1992          
                                         ----      ----      ----          
                                                                           
Service cost - benefits            $   7,520    $ 6,011   $  5,080         
 earned during the period                                                  
Interest cost on projected                                                 
 benefit obligation                   18,499     12,324     11,490         
Actual return on plan assets            (176)   (35,481)   (13,133)        
Net amortization and deferral        (29,481)     8,715     (9,435)        
                                     --------    -------    -------        
Net pension credit                 $  (3,638)  $ (8,431) $  (5,998)        
                                      =======    =======    =======        
Discount rate                          7.50%       8.00%      8.50%        
Expected long-term rate of                                                 
return on plan assets                  9.50%       9.50%      8.25%        
Anticipated composite rate                                                 
of future increases in                                                     
 compensation                          4.50%       5.50%      6.33%        

In addition, the  Company recognized pension curtailment gains  of $115,000     
during 1993 as a result of the merger/integration and restructuring actions     
as discussed in Note 9.                                                         
   II-17

UNITIED TELEPHONE COMPANY OF FLORIDA      
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS     
DECEMBER 31, 1994       

2.  EMPLOYEE BENEFIT PLANS (continued)                                          

Defined Benefit Pension Plan (continued)                                        

                                                                · Download Table

The funded status and amounts recognized in the consolidated balance sheets
for the plan, as of December 31, are as follows (in thousands):            

                                                    1994         1993      
                                                    ----         ----      
Actuarial present value of pension obligations:                            
                                                                           
Vested benefit obligation                       $(204,891)   $ (151,220)   
                                                 =========     =========   
Accumulated benefit obligation                  $(221,888)   $ (172,642)   
                                                 =========     =========   
Projected benefit obligation                   $ (234,607)   $ (184,643)   

Plan assets at fair value                         316,249       290,557    
                                                  -------      -------     
Plan assets in excess of the                                               
projected benefit obligation                       81,642       105,914    
Unrecognized net gains                            (35,597)      (41,400)   
Unrecognized prior service cost                    20,165         1,369    
Unamortized portion of trasitional asset          (35,717)      (36,540)   
                                                 --------      --------    
Prepaid pension cost                           $   30,493    $   29,343    
                                                   ======        ======    

The projected  benefit obligations as  of December  31, 1994 and  1993 were     
determined  using  discount   rates  of  8.5   percent  and  7.5   percent,     
respectively,  and  anticipated  composite  rates of  future  increases  in     
compensation of 5.0 percent and 4.5 percent, respectively.                      

II-18   

            UNITIED TELEPHONE COMPANY OF FLORIDA
         NOTES TO CONSOLIDATED FINANACIAL STATEMENTS
       DECEMBER 31, 1994

2.  EMPLOYEE BENEFIT PLANS (continued)                                          

Defined Contribution Plans                                                      
--------------------------                                                      
Sprint sponsors three defined  contribution employee savings plans covering     
substantially all employees  of the Company.   Participants may  contribute     
portions of their compensation to the plans.  Contributions of participants     
represented by collective bargaining units are matched by the Company based     
upon   defined   amounts  as   negotiated   by   the  respective   parties.     
Contributions  of  participants   not  covered  by   collective  bargaining     
agreements are also matched  by the Company.   For these participants,  the     
Company   provides  matching   contributions   equal  to   50  percent   of     
participants'  contributions up to 6 percent of their base compensation and     
may, at the discretion  of Sprint's Board of Directors,  provide additional     
matching contributions based  upon the performance of Sprint's common stock     
price in comparison  to other telecommunications companies.   The Company's     
matching   contributions  aggregated  approximately   $5,300,000  in  1994,     
$3,800,000 in 1993 and $2,800,000 in 1992.                                      

Postretirement Benefits                                                         
-----------------------                                                         
Sprint sponsors postretirement benefits  (principally health care benefits)     
arrangements covering substantially all employees of the Company. Employees     
who retired from the Company before  specified dates are eligible for these     
postretirement benefits at a very limited cost to  the retirees.  Employees     
retiring after specified dates are eligible for these benefits on  a shared     
cost basis.  The Company funds the accrued costs as benefits are paid.          

Effective January 1, 1993, the Company changed its method of accounting for     
postretirement benefits  by adopting  SFAS No. 106,  "Employers' Accounting     
for Postretirement Benefits Other Than Pensions."  As permitted by SFAS No.     
106, the  Company elected  to recognize  the obligation for  postretirement     
benefits already earned by its current retirees and active work force as of     
January 1, 1993,  by amortizing  such obligation on  a straight-line  basis     
over a  period of twenty years.   For regulatory purposes, the  FCC and the     
FPSC  permit  recognition of  net  postretirement  benefit cost,  including     
amortization of the transition obligation, in accordance with SFAS No. 106.     

II-19   

UNITIED TELEPHONE COMPANY OF FLORIDA      
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS         
DECEMBER 31, 1994             

2.  EMPLOYEE BENEFIT PLANS (continued)                                          

Postretirement Benefits (continued)                                             
-----------------------------------                                             
During 1992, the costs of providing postretirement benefits to the              
Company's retirees were expensed as such costs were paid.                       

                                                                · Download Table
The components of the 1994 and 1993 net postretirement benefits cost are as
follows (in thousands):                                                    
                                                     1994       1993       
                                                     ----       ----       
                                                                           
Service cost - benefits earned during the period   $ 3,233     $ 2,207     
Interest on accumulated benefit                      9,039       7,579     
Amortization of transition                           5,452       4,854     
Net amortization and deferral                       (1,057)        _       
                                                   -------     -------     
Net postretirement benefits cost                   $ 16,667    $ 14,640    
                                                     ======      ======    

For measurement purposes,  weighted average annual  health care cost  trend     
rates  of  12 percent  and  13  percent were  assumed  for  1994 and  1993,     
respectively, gradually  decreasing  to 6  percent  by 2001  and  remaining     
constant  thereafter.   The effect of  a 1  percent annual  increase in the     
assumed  trend rate  would  have  increased  the  1994  net  postretirement     
benefits cost by approximately $3,800,000.  The discount rates for 1994 and     
1993 were 7.5 percent and 8.0 percent, respectively.                            

In  addition, the  Company recognized  postretirement  benefits curtailment     
losses of $5,632,000 during 1993 as a result of the  integration actions as     
discussed in Note 9.                                                            

The cost of providing  postretirement benefits was approximately $2,500,000     
in 1992.                                                                        

II-20     

    UNITIED TELEPHONE COMPANY OF FLORIDA
     NOTES TO CONSOLIDATED FINANACIAL STATEMENTS
DECEMBER 31, 1994 

2.  EMPLOYEE BENEFIT PLANS (continued)                                          

Postretirement Benefits (continued)                                             
-----------------------------------                                             

                                                                · Download Table

The amounts recognized in the consolidated balance sheets as of December 31  
are as follows (in thousands):                                               
                                                          1994         1993  
                                                          ----         ----- 
Accumulated postretirement benefits obligations                              
                                                                             
  Retirees                                           $   51,697    $  44,634 
  Active plan participants - fully eligible              20,148       18,512 
  Active plan participants - other                       38,315       24,458 
                                                         ------       ------ 
                                                        110,160       87,604 
Unrecognized net gains                                   35,080       21,735 
Unrecognized transition obligation                      (98,528)     (91,980)
                                                        --------     --------
Accrued postretirement benefits                      $   46,712     $ 17,359 
                                                         ======       ====== 

The accumulated benefits obligations as of  December 31, 1994 and 1993 were     
determined  using   discount  rates  of   8.5  percent  and   7.5  percent,     
respectively.   An annual health  care cost  trend rate of  12 percent  was     
assumed for 1995,  gradually decreasing to 6 percent  by 2001 and remaining     
constant thereafter.   The  effect of  a 1 percent  annual increase  in the     
assumed health care  cost trend rate  would have increased  the accumulated     
benefits obligation as of December 31, 1994 by approximately $13,300,000.       

Postemployment Benefits                                                         
-----------------------                                                         
Effective January 1,  1994, the Company  adopted SFAS No.  112, "Employers'     
Accounting  for  Postemployment  Benefits."   Upon  adoption,  the  Company     
recognized certain  previously unrecorded  obligations  for benefits  being     
provided  to  former or  inactive  employees  and  their dependents,  after     
employment  but  before   retirement.    The   resulting  charge  did   not     
significantly impact  the Company's 1994  net income.   Such postemployment     
benefits offered by the Company  include severance, disability and  workers     
compensation benefits, including the continuation of other benefits such as     
health care and life insurance coverage.                                        

II-21         

UNITIED TELEPHONE COMPANY OF FLORIDA    
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS     
DECEMBER 31, 1994       

3.  INCOME TAXES                                                                

                                                                · Download Table
The components of  federal and state income tax expense  are as follows (in
thousands):                                                                
                                    1994        1993        1992           
                                    ----        ----        ----           
   Federal Income Tax                                                      
    Current                       $58,933     $38,536     $38,242          
    Deferred                           28       1,011       8,293          
    Amortization of deferred ITC   (3,134)     (3,471)     (4,142)         
                                    ------     -------     -------         
                                   55,827      36,076      42,393          
    State Income Tax                ------      ------     ------          
    Current                         8,467       4,879       4,587          
    Deferred                        1,398       2,064       3,943          
                                   ------       -----       -----          
                                    9,865       6,943       8,530          
                                    ------       -----      ------         
   Total income tax expense       $65,692     $43,019     $50,923          
                                   ======     =======     =======          

In  1994, 1993, and  1992 income  tax benefits  of $134,000,  $873,000, and
$903,000, respectively, associated with the extraordinary charges  incurred
related to the early  extinguishments of debt were reflected  as reductions
of such charges in the consolidated statements of income.                  

                                  II-22                                    

                    UNITIED TELEPHONE COMPANY OF FLORIDA                   
                NOTES TOCONSOLIDATED FINANACIALSTATEMENTS                  
                          DECEMBER 31, 1994                                

3.  INCOME TAXES (continued)                                               

                                                                · Download Table

The differences which cause the effective income tax rate to  vary from the
statutory federal income  tax rate of  35 percent in  1994 and 1993 and  34
percent in 1992 are as follows (in thousands):                             

                                         1994        1993        1992      
                                                                           
   Net income                         $110,033     $ 77,321    $ 97,621    
   Add back extraordinary item             215        1,421       1,497    
   Add income tax including net ITC     65,692       43,019      50,923    
                                        ------       ------      ------    
   Income before extraordinary                                             
   item and income tax                $175,940     $121,761    $150,041    
                                       =======      =======     =======    
   Federal income tax at the                                               
    statutory rate                    $ 61,579     $ 42,616    $ 51,014    
    Less amortization of deferred ITC    3,134        3,471      4,142     
                                         -----        -----       -----    
   Expected federal income tax                                             
   amortization of deferred ITC         58,445       39,145      46,872    
   Effect of:                                                              
     Book depreciation applicable                                          
     to items previously deducted for                                      
      tax purposes                       1,168          710         808    
      Deferred taxes reversing at                                          
       prior year rates                 (1,313)      (2,400)     (3,647)   
       State income tax, net of                                            
       federal income tax effect         6,412        4,513       5,630    
       Other, net                          980        1,051       1,260    
                                          ----        -----       -----    
     Income tax expense, including                                         
     net ITC                          $ 65,692     $ 43,019    $ 50,923    
                                        ======       ======      ======    
     Effective income tax rate           37.34%       35.33%      33.94%   
                                         =====        =====       =====    

II-23     

 UNITED TELEPHONE COMPANY OF FLORIDA
NOTES TOC CONSOLIDATED FINANACIAL STATEMENTS
DECEMBER 31, 1994 

3.  INCOME TAXES (continued)                                                    

Deferred income taxes  are provided for  the temporary differences  between     
the  carrying amounts of the Company's assets and liabilities for financial     
statement purposes and  their tax bases.   The sources  of the  differences     
that  give rise  to the deferred  income tax  assets and  liabilities as of     
December 31, 1994 and 1993 along with the income tax effect of each, are as     
follows (in thousands):                                                         
[CAPTION]                                                                       

                                                                · Download Table
                                  1994                     1993                
                                  -------------------      ------------------- 
                                  Deferred Income Tax      Deferred Income Tax 
                                  -------------------      ------------------- 
                                  Assets  Liabilities      Assets   Liabilities
                                  ------  -----------      ------   -----------
                                                                               
Property, plant and equipment   $       -  $  213,812     $      -   $  194,004
Expense accruals                  17,661                     9,167            -
Deferred ITC                           -       19,636            -       22,913
Other, net                         8,813                     1,138          343
                                   ------     -------        ------    --------
                                $ 26,474   $  233,448     $ 10,305   $  217,260
                                  ======      =======       ======      =======


On August  10, 1993,  the Revenue  Reconciliation Act  of 1993  was enacted     
which,  among  other  changes,  raised  the  federal  income  tax  rate for     
corporations to 35 percent from 34 percent, retroactive to January 1, 1993.     
Pursuant  to SFAS  No.  71,  the  resulting adjustments  to  the  Company's     
deferred income tax assets and liabilities to reflect the revised rate have     
generally  been   reflected  as   reductions  to  the   related  regulatory     
liabilities.                                                                    

   II-24

      UNITIED TELEPHONE COMPANY OF FLORIDA
   NOTES TO CONSOLIDATED FINANACIAL STATEMENTS
   DECEMBER 31, 1994

4.  LONG-TERM DEBT AND EXTRAORDINARY CHARGES ON EXTINGUISHMENTS                 

                                                                · Download Table

Long-term  debt at  December 31,  excluding current  maturities and  net of        
related unamortized debt discount, is summarized below (in thousands):             


                                                    1994                    1993   
                                         --------------------------    ------------
                                                   Weighted average                
                                        Amount       interest rate        Amount   
                                        ------     ----------------    ------------
                                                                                   
First mortgage bonds,                                                              
 maturities 2003 to 2025 (1)           $ 435,268           7.7%         $ 389,975  
First mortgage REA notes,                                                          
 maturing 2002                               126           2.0%               166  
First mortgage Rural Telephone Bank                                                
 notes, maturing 2013                        633           6.0%               665  

Capital leases, 1996 to 2087               3,468           6.4%               719  
                                        ________                         ________  
                                       $ 439,495                        $ 391,525  
                                        ========                         ========  

(1) Includes $70  million of commercial  paper  reclassified to  long-term  at     
    December  31, 1994  as a result  of its  being  replaced  by  the issuance of  
    Series HH 8.38 percent First Mortgage Bonds in January 1995.                   


         II-25

  UNITIED TELEPHONE COMPANY OF FLORIDA
     NOTES TO CONSOLIDATED FINANACIAL STATEMENTS
   DECEMBER 31, 1994

4.  LONG-TERM DEBT AND EXTRAORDINARY CHARGES ON EXTINGUISHMENTS (continued)     

                                                                · Download Table

Long-term  debt  to be  retired  during  each of  the  next  five years  is
summarized below (in thousands):                                           



                                             Weighted average              
                 Year          Amount         interest rate                
                                                                           
                 1995        $  4,467              5.7%                    
                 1996           1,870              7.2%                    
                 1997           1,537              7.3%                    
                 1998              85              4.7%                    
                 1999              60              4.7%                    


The first mortgage bonds and notes  are secured by substantially all of the     
Company's property, plant and equipment.                                        

Under  the  most restrictive  terms of  the  Company's first  mortgage bond     
indentures,  $423,141,000 of retained earnings were restricted from payment     
of dividends at December 31, 1994.                                              

As of  December  31, 1994,  the  Company had  lines  of credit  with  banks     
totaling $120,000,000 of  which $10,191,000  was unused.   The bank  lines,     
which  are  renewable  in  May  and  June,  1995,  provide  for  short-term     
borrowings at market rates  of interest and require annual  commitment fees     
based on the  unused portion.  Lines  of credit, which support  outstanding     
commercial paper,  may be  withdrawn by  the banks if  there is  a material     
adverse change in the financial condition of the Company.  The weighted         
average interest rate on short-term borrowings for 1994 and 1993 is 4.56%       
and 3.85%, respectively.                                                        

The  Company is in compliance  with all restrictive  or financial covenants     
relating to its debt arrangements at December 31, 1994.                         

II-26     

UNITIED TELEPHONE COMPANY OF FLORIDA
 NOTES TO CONSOLIDATED FINANACIAL STATEMENTS
DECEMBER 31, 1994       

4.  LONG-TERM DEBT AND EXTRAORDINARY CHARGES ON EXTINGUISHMENTS (continued)     

During  1994, the  Company  redeemed, prior  to  scheduled maturities,  its     
Winter Park 6.50 percent Series I  Bonds for $2.5 million and a portion  of     
its  9.25  percent  Series  CC  Bonds  for  $20.5  million  which  includes     
principal, interest  and redemption  premiums.    On January 15,  1995, the     
Company issued Series HH 8.38 percent  first mortgage bonds for $70 million     
which  was  used to  reduce  short-term  debt.   During  1993,  the Company     
redeemed, prior to scheduled  maturities, $211.3 million of first  mortgage     
bonds  with  interest rates  ranging from  7.45  percent to  11.72 percent.     
During  1992,  the  Company redeemed  prior  to  scheduled maturities,  $64     
million of  First Mortgage  Bonds with  interest rates  ranging from 8  3/4     
percent to 10 1/2 percent.   Except for amounts deferred as allowed  by the     
FPSC, the  prepayment  penalties  incurred in  connection  with  the  early     
extinguishments of debt and  the write off of related  unamortized issuance     
costs,  net  of  the   related  income  tax  benefits,  are   reflected  as     
extraordinary charges  in the 1994, 1993, and  1992 consolidated statements     
of income.                                                                      

As  of December 31, 1994, $70 million  of commercial paper is classified as     
long-term  debt due  to  the Company's  January  1995 refinancing  of  such     
borrowings on a long-term basis as noted above.                                 

5.  REDEEMABLE PREFERRED STOCK                                                  

                                                                · Download Table

Authorized  shares of all series  of preferred stock  are 1,500,000 shares.     
The  redeemable preferred  stock outstanding,  at redemption  value, as  of     
December 31, is as follows (in thousands):                                      



                                           1994                       1993      
                                    ------------------          ----------------
                                    Shares     Amount           Shares    Amount
                                    ------     -------          ------    ------
Series 1959 - par value                                                         
 $10, voting, cumulative                                                        
 5.4% annual dividend rate          34,000    $    340          36,000    $  360

Series 1961 - par value                                                         
 $10, voting, cumulative                                                        
 5.25% annual dividend rate         10,800         108          12,600       126

Series 1966 - par value                                                         
 $10, voting, cumulative                                                        
 5% annual dividend rate           153,120       1,531         160,080     1,601
                                                 -----                     -----
                                                $1,979                    $2,087
                                                 =====                     =====

II-27     

UNITED TELEPHONE COMPANY OF FLORIDA   
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS     
DECEMBER 31, 1994         

5.  REDEEMABLE PREFERRED STOCK (continued)                                      

                                                                · Download Table

In  accordance with the terms  of the preferred  stock purchase agreements,
the following redemptions  were made in 1994  and 1993, and are to  be made
each year, at par value plus accrued dividends, until all  shares have been
redeemed (in thousands):                                                   

                                                                           
               5.4%,  Series 1959, 2,000                                   
                shares at $10 par value             $  20                  

               5.25%, Series  1961, 1,800                                  
                 shares at $10 par value               18                  

               5%, Series 1966, shares at                                  
                $10 par value                          70                  
                                                     ------                
                                                    $ 108                  
                                              ===                               

In  addition,  on  December  1,  1992  the  Company  redeemed  all  of  its     
outstanding 8.25% preferred stock at $103.09.                                   

The Company may  redeem additional shares  of the  5.4 percent Series  1959     
preferred stock and the 5.25 percent Series 1961 preferred  stock at $10.20     
per share.  Additional shares of the 5 percent Series  1966 preferred stock     
may be redeemed by the Company at $10 per share.  In the event  of default,     
the  holders of  the redeemable  preferred stock  are entitled  to  elect a     
majority of the directors until all  dividends and sinking fund payments in     
arrears  have been paid.   The preferred stock  purchase agreements contain     
provisions  restricting the  payment  of cash  dividends  on common  stock;     
however,  at December 31, 1994,  the restriction under  the Company's First     
Mortgage Bond indentures as described in Note 4  was more restrictive.          

II-28       

UNITIED TELEPHONE COMPANY OF FLORIDA    
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS 
DECEMBER 31, 1994     

6.  COMMITMENTS AND CONTINGENCIES                                               

Gross rental expense aggregated $10,265,000 in 1994, $8,543,000 in 1993 and     
$7,008,000 in 1992.  Minimum rental commitments as of December 31, 1994 for     
non-cancelable operating leases are not significant.                            

The Company's planned capital expenditures for the year ending December 31,     
1995 are approximately $182,000,000.  Normal purchase commitments have been     
or will be made for these planned expenditures.                                 

On January 10, 1994, the Company was  sent a letter from AT&T claiming that     
the Company was liable, under certain billing agreements, for the refund of     
approximately $7 million, plus interest,  of gross receipts taxes collected     
and remitted on behalf of  AT&T to the Florida Department of  Revenue.  The     
claim was subsequently dismissed without the necessity of a refund.             

7.  REGULATORY ACCOUNTING                                                       

Consistent  with most local exchange carriers, the Company accounts for the     
economic effects of regulation pursuant to SFAS No. 71.  The application of     
SFAS  No. 71 requires  the accounting  recognition of  the rate  actions of     
regulators  where  appropriate, including  the recognition  of depreciation     
based on estimated useful lives prescribed by regulatory commissions rather     
than  those that  might  be utilized  by  non-regulated enterprises.    The     
Company  currently  believes  its  operations meet  the  criteria  for  the     
continued  application  of the  provisions of  SFAS No.  71.   However, the     
Company  operates  in  an  evolving  environment  in  which the  regulatory     
framework   is  changing  and  the  level  of  competition  is  increasing.     
Accordingly, the  Company constantly  monitors  and evaluates  the  ongoing     
applicability of SFAS No.  71 by assessing the likelihood that prices which     
provide for  the recovery of specific  costs can continue to  be charged to     
customers.                                                                      

The approximate amount of  the Company's net regulatory assets  at December     
31, 1994 was  between $100 million and $200 million consisting primarily of     
property,  plant and  equipment  and deferred  debt  issuance costs.    The     
estimate  for property,  plant and  equipment was  calculated based  upon a     
projection  of useful remaining lives which are affected by the development     
of  competition, changes  in  regulation, and  the  expansion of  broadband     
services to be offered to customers.                                            

II-29         

UNITIED TELEPHONE COMPANY OF FLORIDA      
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS         
DECEMBER 31, 1994             

8.  RELATED PARTY TRANSACTIONS                                                  

The   Company  purchases  telecommunications  equipment,  construction  and     
maintenance  equipment, materials  and supplies  from its  affiliate, North     
Supply Company.  Total purchases for 1994,  1993 and 1992 were $72,060,000,     
$67,889,000 and $59,980,000, respectively.                                      

Under an agreement with  Sprint, the Company receives, at  cost, consulting     
and advisory management services.  In  addition, certain corporate expenses     
and a credit resulting  from deferred income taxes on  intercompany profits     
are  also allocated  by  Sprint to  affiliated  companies.   Total  charges     
aggregated $39,742,000  in 1994,  $45,369,000 in  1993, and $45,108,000  in     
1992, and the credit  relating to deferred income taxes  was $1,089,000 and     
$1,172,000 in 1993 and 1992, respectively.  The credit relating to deferred     
income taxes  was eliminated in  1994.   The Company reimburses  Sprint for     
certain data processing  services and  other data related  costs which  are     
incurred  for the Company's benefit.   Such charges,  which approximate the     
cost  of  such services  as determined  by Sprint,  aggregated $22,704,000,     
$21,367,000 and $19,712,000  in 1994,  1993, and 1992,  respectively.   The     
Company  enters into cash  advance and borrowing  transactions with Sprint;     
generally,  interest  is computed  based  on the  prior  month's thirty-day     
average  commercial  paper  index,  as published  in  the  Federal  Reserve     
Statistical Release H.15  plus 15 basis  points.  Interest expense  on such     
advances  from Sprint was $42,000,  $46,000 and $445,000  in 1994, 1993 and     
1992,  respectively.    Interest income  on  such  advances  to Sprint  was     
$15,000, $3,000 and $93,000 in 1994, 1993, and 1992, respectively.              

The Company provides various services to Sprint, such as facilities rental,     
postage, house  services, company  official  toll and  other  miscellaneous     
items.   The Company  received $7,314,000,  $11,625,000 and $11,449,000  in     
1994, 1993, and 1992, respectively, for such services.                          

Sprint Publishing & Advertising, an  affiliate, pays the Company a fee  for     
the  right to  publish  telephone directories  in  the Company's  operating     
territory,  a listing  fee, and  a fee for  billing and  collection service     
performed for Sprint  Publishing & Advertising by  the Company.   For 1994,     
1993 and 1992, Sprint Publishing &  Advertising paid the Company a total of     
$49,122,000, $45,458,000, and $41,672,000, respectively.  The Company  paid     
Sprint Publishing  & Advertising $3,634,000, $3,451,000,  and $2,904,000 in     
1994, 1993, and  1992, respectively, for its costs  of publishing the white     
page portion of the directories.                                                

II-30   

UNITIED TELEPHONE COMPANY OF FLORIDA  
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS   
DECEMBER 31, 1994       

8.  RELATED PARTY TRANSACTIONS (continued)                                      

The   Company  provides   various  services   to  Sprint's   long  distance     
communications services  division, such  as  network access,  operator  and     
billing and collection services, and the lease  of network facilities.  The     
Company received $29,656,000, $25,171,000 and $22,761,000 in 1994, 1993 and     
1992, respectively, for  these services.   The Company  paid Sprint's  long     
distance  communications  services  division  $11,528,000,  $13,863,000 and     
$13,703,000  in  1994,  1993  and  1992,  respectively,  for  interexchange     
telecommunication services.                                                     

The Company is reimbursed by affiliated companies for certain salaries and      
other costs which are incurred by the Company for the affiliates' benefit.      
Also, the Company reimburses affiliated companies for charges incurred by       
the affiliates for the Company's benefit.  The reimbursable charges approx-     
imate the cost of such items as determined by the Company and the affiliates.   
Such amounts reimbursed to the Company, net of reimbursements paid, aggregate   
approximately $64 million and $2 million in 1994 and 1993, respectively.        

Certain directors and officers of the Company and Sprint are also directors     
or officers of banks  at which the Company conducts  borrowings and related     
transactions.   The terms  are comparable  with other  banks  at which  the     
Company has similar transactions.                                               

9.  MERGER AND INTEGRATION COSTS                                                

Effective  March  9,  1993,  Sprint  consummated  its  merger  with  Centel     
Corporation (Centel), a telecommunications company with local exchange  and     
cellular and  wireless communications services operations.   Centel's local     
exchange  telephone  businesses operate  in  six  states:   Florida,  North     
Carolina, Virginia, Illinois, Texas, and Nevada.  Pursuant to the Agreement     
and Plan  of Merger dated  May 27, 1992, Sprint  issued 1.37 shares  of its     
common stock in exchange for each outstanding share of Centel common stock.     
The transaction costs  associated with the merger  (consisting primarily of     
investment  banking and  legal fees)  and the  expenses of  integrating and     
restructuring the operations of the two companies (consisting  primarily of     
employee  severance  and  relocation  expenses  and  costs  of  eliminating     
duplicative facilities)  resulted in nonrecurring charges  to Sprint during     
1993.   The portion  of such  charges attributable to  the Company  was $51     
million, which reduced 1993 net income by approximately $31 million.            

10. ADDITIONAL FINANCIAL INFORMATION                                            

Major Customer Information                                                      
--------------------------                                                      
Consolidated operating revenues from AT&T resulting primarily from  network     
access,  billing  and  collection  services,   and  the  lease  of  network     
facilities  aggregated approximately  $172 million,  $167 million  and $173     
million for 1994, 1993 and 1992, respectively.                                  

II-31         

UNITED TELEPHONE COMPANY OF FLORIDA     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS      
DECEMBER 31, 1994       

The Company's customer  and other  accounts receivable are  not subject  to     
significant  concentration  of  credit risk  due  to  the  large number  of     
customers in the Company's customer base.                                       

The principal industries in  the Company's service area include  the retail     
trade and service industries.                                                   

10. ADDITIONAL FINANCIAL INFORMATION (continued)                                

Financial Instruments Information                                               

The Company estimates  the fair  value of its  financial instruments  using     
available  market  information  and  appropriate  valuation  methodologies.     
Accordingly, the estimates presented herein are not necessarily  indicative     
of  the values  the Company  could realize  in  a current  market exchange.     
Although  management is  not aware  of any  factors that  would  affect the     
estimated  fair value  amounts  presented as  of  December 31,  1994,  such     
amounts  have  not been  comprehensively  revalued  for  purposes of  these     
financial  statements since  that date,  and therefore,  estimates  of fair     
value subsequent to  that date  may differ significantly  from the  amounts     
presented herein.                                                               

The Company's financial  instruments primarily consist  of long-term  debt,     
including current maturities, with carrying amounts as of December 31, 1994     
and  1993 of  $443,962,000, and  $391,798,000, respectively,  and estimated     
fair  values of  $344,267,000  and $471,956,000,  respectively.   The  fair     
values  are estimated  based on  quoted  market prices  for publicly-traded     
issues, and based on the present value of estimated future cash flows using     
a discount rate commensurate with the risks involved for all other issues.      

The  carrying  values   of  the  Company's   other  financial   instruments     
(principally short-term  borrowings) approximate fair value  as of December     
31, 1994 and 1993.                                                              

The Company has not invested in derivative financial instruments.               

11.  SUPPLEMENTAL DISCLOSURE FOR STATEMENTS OF CASH FLOW                        

                                                                · Download Table

Following are the  supplemental disclosures required  for the  consolidated
statements of cash flows for the years ended December 31 (in thousands):   


                                    1994       1993       1992             
                                    ----       ----       ----             

       Cash paid for:                                                      
                                                                           
       Interest, net of amount    $34,749     $35,971   $37,558            
         capitalized                                                       
       Income taxes               $77,143     $38,656   $46,470            

                                   II-32                                   


UNITED TELEPHONE COMPANY OF FLORIDA         
1994 FORM 10-K/PART III     

Item 10. (a)  Directors of the Registrant                                       

Rex E.  Bond,  age 67.    Mr. Bond  is  President and  Director  of D  &  B     
Enterprises,  Inc., a real estate  sales and development  firm. He has held     
the  position of  President for  more than five  years.   In March  1993 he     
retired from the position of  General Manager of the Sun 'n Lake of Sebring     
Improvement District, a political  subdivision.  He has been a  Director of     
the Company and/or predecessor companies since 1974.                            

Mitchell N.  Drew, age 68.  Mr. Drew retired  from his position of director     
in  February 1995.   He  is a  licensed real  estate broker in  Florida and     
Alabama and, since 1993, has pursued this profession in commercial property     
and business brokerage in Alabama.  From December 1985 through October 1992     
he  was  President,  Chief Executive  Officer  and  a  Director of  Bar-B-Q     
Associates,  Inc., a  restaurant development  corporation.   He had  been a     
Director of the Company and/or predecessor companies since 1970.                

Manuel A. Garcia III, age 51.   In February 1995, Mr. Garcia was  elected a     
Director of the Company.  Mr. Garcia purchased the Burger King franchise in     
Central  Florida in  1969 and  the franchise  in Tallahassee  in 1988.   He     
developed  Pebbles Restaurants, Harvey's  Bistro, Manuel's on  the 28th and     
also operates Miami  Subs Grill  restaurants.  He  currently serves on  the     
board of  the Foundation for  Orange County  Public Schools, is  a national     
director  of Cities in Schools, and is  a board member of the Florida State     
University  Seminole  Boosters'  Association  and the  FSU  Golden  Chiefs'     
Society.  Mr. Garcia owns 500 shares of Sprint Common Stock.                    

Maria E.  Ibanez, age  41.   In  February 1995,  Ms. Ibanez  was elected  a     
Director of  the Company.  Since  1990, Ms. Ibanez has  served as President     
and Chief  Executive  Officer  of  International  High  Tech  Marketing,  a     
computer distribution company.  Prior to 1990, she served as President  and     
Chief Executive  Officer of International  Micro Systems, a  distributor of     
computers and related products throughout Latin America and the Carribean.      

J. Darrell Kelley, age 52.  In  March 1994, Mr. Kelley was named President,     
Chief Executive Officer  and Director  of the Company  after having  served     
since  1989 as President and Chief Executive Officer of Sprint/United North     
Central headquartered in Mansfield,  Ohio.  Mr. Kelley currently  serves as     
director of Barnett Bank of Central Florida, Peerless Machinery Corporation     
in Sidney,  Ohio,  and  Associated P&C  Holding  Company  in  Indianapolis,     
Indiana.  Mr. Kelley owns 38,938  shares of Sprint Common Stock, which does     
not  include 50,903 shares acquirable  within 60 days  under Sprint's stock     
option plans.                                                                   

III-1   

UNITED TELEPHONE COMPANY OF FLORIDA         
1994 FORM 10-K/PART III     

Item 10. (a)  Directors of the Registrant (Continued)                           

Robert D. Mathews, Jr., age 68.   Mr. Mathews serves on the advisory  board     
of Sun Bank of  Ocala.  Previously he  was Director, Chairman of  the Board     
and Chief Executive Officer  of Sun Bank of Ocala,  a position he had  held     
for more than five years.  Mr.  Mathews has been a Director of the  Company     
and/or predecessor companies  since 1975.  Mr.  Mathews owns 500 shares  of     
Sprint Common Stock.                                                            

D. Wayne Peterson,  age 59.  In November  1993, Mr. Peterson was  elected a     
Director  of  the Company.   Mr.  Peterson  was named  President  and Chief     
Operating  Officer of  Sprint's Local  Telecommunications Division  in July     
1993  with  responsibility for  local  telephone operations  in  19 states,     
Sprint  Publishing  & Advertising,  North  Supply  Company, and  the  local     
telecommunications division staff in Kansas City.  Previously, Mr. Peterson     
had been  President of the Sprint/Mid-Atlantic Telecom  operations since it     
was formed in  March 1993.   Prior to  that, he had  been president for  13     
years of Carolina  Telephone & Telegraph Company,  Sprint's local telephone     
operation in  North Carolina.   Mr. Peterson owns  41,940 shares  of Sprint     
Common Stock, which  does not  include 45,403 shares  acquirable within  60     
days under Sprint's stock option plans.                                         

Charles  E. Rice,  age 59.    Mr. Rice  serves as  Chairman  of the  Board,     
Director and Chief Executive Officer of Barnett Banks, Inc. (a bank holding     
company), a position he has held  for more than five years.  Mr.  Rice also     
serves  as a  Director of  Sprint and of  CSX Corporation.   He  has been a     
Director of the  Company and/or predecessor companies since 1969.  Mr. Rice     
owns 3,000  shares of Sprint  Common Stock,  which does not  include 10,500     
shares acquirable within 60 days under Sprint's stock option plans.             

Melvin  T.  Stith, age  48.   In  February 1995,  Mr. Stith  was  elected a     
Director  of the Company. Since  1991, Mr. Stith has  served as the Dean of     
the College of Business at Florida State University.  Prior to 1991, he was     
Chairman  and Professor  of the  Department of  Marketing at  Florida State     
University.                                                                     

Robert  M. Taylor, age 53.  Mr.  Taylor is the Chairman and Chief Executive     
Officer  of  South  Seas  Resorts  Company  and  the  Mariner  Group,  Inc.     
(developers and  managers of  condominium, resort and  other properties  in     
Southwest Florida), a  position he has held  for more than five  years.  He     
serves  as Director of First Independence Bank of Ft. Myers, Acme-Cleveland     
Corporation  and MIL-COM Electronics Corporation.  Mr. Taylor was elected a     
Director of the Company in February, 1993.                                      

Donald R. Witter,  Jr., age 68.   Mr. Witter retired  from his position  of     
director in February 1995.  He serves as Chairman of  the Board, President,     
Chief  Executive  Officer and  Director of  First  Federal Savings  Bank of     
Charlotte County,  a position he  has held for more  than five years.   Mr.     
Witter  had been  a Director  of the  Company and/or  predecessor companies     
since 1972.  Mr. Witter owns 1,973 shares of Sprint Common Stock.               

III-2     

UNITED TELEPHONE COMPANY OF FLORIDA 
1994 FORM 10-K/PART III     

Item 10. (b)   Executive Officers of the Registrant (who are not also           
Directors)                                        

  Office                      Name           Age
  ------                      -----          ---
Vice President - Network                 D.H. Brennan    (1)   51             

Vice President and General Manager -     J.T. Cascio     (2)   39             
Business Markets                                                              

Vice President - Human Resources         T.L. Dellatorre (3)   47             
Vice President - Consumer Markets        J.C. Granger    (4)   48             

Vice President - Carrier and Enhanced    G.H. Head       (5)   43             
Service Markets                                                               

Vice President - Law and External        J.M. Johns      (6)   49             
Relations                                                                     
Controller                               J.I. Lehman     (7)   51             

Vice President - Business Development    R.D. McRae      (8)   49             
and Chief Financial Officer                                                   

Treasurer                                M.R. Mynatt      (9)  48             
Vice President - Employee/Workplace      H.D. West       (10)  63             
Issues                                                                        

(1)Mr. Brennan was elected Vice President  - Network in September 1994.  He     
formerly served as  Vice President - Network and  Chief Information Officer     
since April 1993, as Vice President -  Network Planning & Engineering since     
July 1990, and as Vice President - Engineering and Planning since 1985. Mr.     
Brennan  owns 4,155 shares  of Sprint Common  Stock which does  not include     
22,250 shares acquirable within 60 days under Sprint's stock option plans.      

(2)Mr. Cascio  was elected  Vice President and  General Manager  - Business     
Markets in June 1994.  Prior to that time he served as Director - Sales and     
Service at Sprint/Mid-Atlantic Telecom.  Before joining Sprint in 1991, Mr.     
Cascio served in a number  of marketing positions in the United  States and     
Europe with the  Rolm Corporation.   Mr. Cascio owns  356 shares of  Sprint     
Common Stock  which does not include  939 shares acquirable within  60 days     
under Sprint's stock option plans.                                              

(3)Mr. Dellatorre was elected Vice President - Human Resources in September     
1994.  He formerly served as Vice President - Human Resources and Corporate     
Communications since  April 1993  and  as Vice  President -  Administration     
since  November   1992.    Previously   he  served  as  Vice   President  -     
Administration for  United Telephone Company  of Ohio, an affiliate  of the     
Company, since May  1990.  From 1987  to May 1990,  he served as  Assistant     
Vice President - Human Resources at  United Telephone Company of Ohio.  Mr.     
Dellatorre owns 3,776 shares of Sprint Common Stock, which does not include     
11,000 shares acquirable within 60 days under Sprint's stock option plans.      

III-3     

UNITED TELEPHONE COMPANY OF FLORIDA         
1994 FORM 10-K/PART III     

Item 10. (b)  Executive Officers of the Registrant (who are not also            
Directors)                                          

(4)Mr. Granger was elected Vice President - Consumer Markets in April 1993.     
He formerly served as Vice President - Marketing since  February 1990 after     
joining the Company  as Assistant Vice President -  Marketing in July 1989.     
Previously, he served as National Accounts Manager for American Telephone &     
Telegraph from 1987 to June  1989.  Mr. Granger  owns 990 shares of  Sprint     
Common Stock which does not include  2,375 shares acquirable within 60 days     
under Sprint's stock option plans.                                              

(5)Mr.  Head  was elected  Vice President  -  Carrier and  Enhanced Service     
Markets in April 1993.   Previously, he served as Vice President  - Carrier     
Services for Sprint's Local  Telecommunications Division since August 1991.     
He also  served as Vice President - Marketing  from 1989 to 1991 for United     
Telephone  Midwest Group.    Mr. Head  owns 4,308  shares of  Sprint Common     
Stock, which does not include 10,624 shares acquirable within 60 days under     
Sprint's stock option plans.                                                    

(6)Mr. Johns  was elected Vice  President -  Law and External  Relations in     
September 1994.  He formerly served  as Vice President - Law and Government     
Relations  since April  1993 and as  Vice President  - General  Counsel and     
Secretary since  January 1985.   Mr.  Johns  owns 11,001  shares of  Sprint     
Common Stock, which  does not  include 17,000 shares  acquirable within  60     
days under Sprint's stock option plans.                                         

(7)Mr. Lehman was elected Controller in 1982.  Mr. Lehman owns 8,052 shares     
of  Sprint  Common Stock  which does  not  include 1,188  shares acquirable     
within 60 days under Sprint's stock option plan.                                

(8)Mr. McRae was elected Vice  President - Business  Development and Chief      
Financial Officer  in April 1993.   He formerly served as  Vice President -     
Finance since  May 1985.   Mr.  McRae owns 11,086  shares of  Sprint Common     
Stock  which does not include 18,000 shares acquirable within 60 days under     
Sprint's stock option plans.                                                    

(9)Mr. Mynatt  was elected Treasurer in March 1985 and owns 3,404 shares of     
Sprint Common Stock which does not include 377 shares  acquirable within 60     
days under Sprint's stock option plan.                                          

(10)Mr. West was elected Vice President - Employee/Workplace Issues in April    
1993.  He  formerly served as Vice President -  Human Resources since 1984.     
He will  retire from the Company in April 1995. Mr. West owns 24,551 shares     
of  Sprint Common  Stock which does  not include  9,875 shares   acquirable     
within 60 days under Sprint's stock option plans.                               

III-4     

UNITED TELEPHONE COMPANY OF FLORIDA     
1994 FORM 10-K/PART III     

Item 10. (b)  Executive Officers of the Registrant (who are not also            
Directors)                                          

There are  no known family  relationships between any  of the  above listed     
directors or executive officers of the Company.                                 

Directors and executive officers  are elected annually.  The  next election     
is scheduled for February 1996.                                                 

All directors  and executive  officers  as a  group own  160,753 shares  of     
Sprint  Common Stock,  which  does not  include  200,434 shares  acquirable     
within  60  days  under  Sprint's  stock  option  plans.    Such  ownership     
represents less than 1% of the class.                                           

On October 16, 1991, Mr. Drew filed a petition under Chapter 11 of the U.S.     
Bankruptcy  laws; Bar-B-Q Associates, Inc., of which Mr. Drew was President     
and CEO,  also filed  under Chapter  11 on  that date.   This  petition was     
converted to Chapter 7 on October 6, 1992.                                      

No events have occurred during the last five years which are material to an     
evaluation  of the  ability  and  integrity  of any  of  the  above  listed     
directors or executive officers of the Company.                                 

III-5       

UNITED TELEPHONE COMPANY OF FLORIDA     
1994 FORM 10-K/PART III     

Item 11.  Executive Compensation                                                

Pension Plans                                                                   

                                                                · Download Table

The following table reflects  the estimated annual pension benefit  payable 
to  an individual  retiring in  1994 at  age 65.   The amounts  include all 
prospective benefits under Sprint's plans, whether tax-qualified or not.    

                              Pension Plan Table                            
                             Years of Service   (2) (3)                     
                    --------------------------------------------            
                       15       20        25       30        35             
                      ---       --        --       --        --             
Remuneration (1)                                                            
----------------                                                            
                                                                            
$125,000            $27,834   $37,112  $46,390   $55,668  $64,946           
 150,000             33,647    44,862   56,078    67,293   78,509           
 175,000             39,459    52,612   65,765    78,918   92,071           
 200,000             45,272    60,362   75,453    90,543  105,634           
 225,000             51,084    68,112   85,140   102,168  119,196           
 250,000             56,897    75,862   94,828   113,793  132,759           
 275,000             62,709    83,612  104,515   125,418  146,321           
 300,000             68,522    91,362  114,203   137,043  159,884           
 325,000             74,334    99,112  123,890   148,668  173,446           
 350,000             80,147   106,862  133,578   160,293  187,009           
 375,000             85,959   114,612  143,265   171,918  200,571           
 400,000             91,772   122,362  152,953   183,543  214,134           
 425,000             97,584   130,112  162,640   195,168  227,696           
 450,000            103,397   137,862  172,328   206,793  241,259           

(1)   Compensation recognized by the  Pension Plan is salary  and incentive 
compensation as reflected on the Summary Compensation Table.                

(2)   These amounts  are straight  life annuity  amounts and  would not  be 
subject to reduction because of Social Security Benefits.                   

(3)   Messrs. Kelley, Lawrence,  Brennan, Dellatorre, Johns,  and McRae had 
credited years of service of 35, 12, 19, 12, 17, and 13 years, respectively,
as of December 31, 1994.                                                    

                                  III-6                                         

UNITED TELEPHONE COMPANY OF FLORIDA     
1994 FORM 10-K/PART III     

Item 11  Executive Compensation (Continued)                                     

(a)  Summary Compensation Table                                               

                                                        · Enlarge/Download Table

The following table reflects the cash and non-cash compensation for services                                  
in all capacities to the Company for those persons who served as the Company's                                
chief executive officer during the year ended December 31, 1994, and the other                                
four most highly compensated executive officers who were serving as executive                                 
officers of the Company as of December 31, 1994 (the Named Officers):                                         


                                    Annual Compensation             Long-Term Compensation                    
                               -----------------------------     --------------------------------             
                                                                           Awards           Payouts           
                                                          (2)          --------------  ---------   (4)(5)(6)  
 Name                                         (1)         Other                                         All   
 and                                       Incentive     Annual    Restrict    Securities    (3)       Other  
 Principal                      Base       Compen-       Compen-     Stock      Options/     LTIP     Compen- 
 Position            Year       Salary       sation       sation     Awards       SARs      Payouts     sation
                                  ($)         ($)          ($)       ($)          (#)        ($)        ($)   
  (a)                 (b)         (c)         (d)          (e)       (f)          (g)        (h)        (i)   
 -------------     --------     -------     -------      ------    --------    ----------  --------   --------
                                                                                                              
 J.D. Kelley          1994     $252,529     $156,684     $25,536        -        12,000     $48,225    $90,373
 President, CEO                                                                                               

 F.D. Lawrence (7)    1994      $66,520           -       $5,460        -        14,000           -     $2,170
 President, CEO       1993      236,224       95,579       2,311        -        11,000      49,532      7,021
                      1992      234,324      125,603      53,456        -         1,100      20,505    145,739

 D.H. Brennan         1994     $141,124      $59,809           -        -         5,000           -     $4,980
 Vice President -     1993      133,379       42,975           -        -         5,000           -      5,572
 Network              1992      131,265       55,645           -        -             -           -      3,848

 T.L. Dellatorre      1994     $126,534      $37,906           -        -         3,500           -     $4,688
 Vice President -     1993      124,906       29,233       2,242        -         3,500           -     13,769
 HumanResources       1992      115,375       29,064       9,794        -             -           -     30,792

 J. M.Johns           1994     $127,612      $37,531        $410        _         3,500           -     $5,197
 Vice President -     1993      121,632       31,072         400        -         3,500           -      5,503
 Law and External     1992      120,577       35,858         625        -             -           -      4,145
 Relations                                                                                                    

 R. D.McRae           1994     $140,514      $37,814          -           -       3,500           -     $7,939
 Vice President -     1993      131,890       27,608        100           -       3,500           -      7,974
 Business Development 1992      130,715       35,785        223           -           -           -      5,893
 and Chief Financial                                                                                          
 Officer                                                                                                      

                                   III-7                                                                      

UNITED TELEPHONE COMPANY OF FLORIDA     
1994 FORM 10-K/PART III     

Item 11.   Executive Compensation (Continued)                                   

Notes to Summary Compensation Table                                             
-----------------------------------                                             

(1)Includes all amounts earned  for the respective years, even  if deferred     
under Sprint's Executive Deferred Compensation Plan.                            

(2)Amounts reimbursed during the respective years for the payment of taxes.     

(3)Under  Sprint's long-term  incentive  compensation plan,  executives may     
earn awards  based on the value  of performance shares assigned  to them by     
the Organization and Compensation Committee of Sprint's Board of Directors.     
The value  of performance shares is directly related to the fluctuations in     
the market price of  Sprint Common Stock  over a period  of time (not  less     
than two calendar  years in length).   Payments under the plan  are made in     
Sprint  Common Stock with  a portion of  the awards paid  in cash.  Amounts     
shown in  this column reflect  the cash and  market value of  Sprint Common     
Stock, valued  as of December  31 of  the year of  the award, paid  for the     
three-year performance period ended on December 31 of each such year.           

(4)Consists of the following for 1994:  (a) $6,471, $2,170, $4,234, $4,688,     
$4,282 and  $4,806  contributed  on behalf  of  Messrs.  Kelley,  Lawrence,     
Brennan,   Dellatorre,  Johns   and   McRae,   respectively,  as   matching     
contributions under the Sprint Retirement  Savings Plan; (b) $9,529,  $746,     
$915  and $3,133 for Messrs. Kelley, Brennan, Johns and McRae, representing     
the  portion of  interest credits  on deferred compensation  accounts under     
Sprint's  Executive Deferred Compensation Plan that are deemed by SEC rules     
to be at above market rates; and (c) $74,373 in relocation expenses for Mr.     
Kelley.                                                                         

(5)Consists of the following for 1993:   (a) $5,970, $4,183, $4,633, $4,471     
and $4,846 contributed on behalf  of Messrs. Lawrence, Brennan, Dellatorre,     
Johns and McRae, respectively, as  matching contributions under the  Sprint     
Retirement Savings Plan;       (b) $1,051,  $1,389, $1,032, and $3,128  for     
Messrs. Lawrence, Brennan,  Johns and McRae,  respectively, representing  a     
portion  of  interest  credits  on  deferred  compensation  accounts  under     
Sprint's  Executive Deferred Compensation Plan that are deemed by SEC rules     
to be at above market  rates; and (c) $9,136 in relocation expenses for Mr.     
Dellatorre.                                                                     

(6)Consists  of the following for  1992:  (a)  $4,370, $3,050, $513, $3,341     
and $3,521 contributed  on behalf of Messrs. Lawrence, Brennan, Dellatorre,     
Johns and McRae,  respectively, as matching contributions  under the Sprint     
Retirement Savings Plan;      (b) $872,  $798, $804 and $2,372  for Messrs.     
Lawrence, Brennan, Johns and McRae, respectively, representing a portion of     
interest credits on deferred  compensation accounts deemed by SEC  rules to     
be at  above market  rates;  and (c)  $140,497  and $30,279  in  relocation     
expenses for Mr. Lawrence and Mr. Dellatorre, respectively.                     

(7)Mr. Lawrence resigned from the Company on April 4, 1994.                     

III-8           

UNITED TELEPHONE COMPANY OF FLORIDA     
1994 FORM 10-K/PART III     

Item 11.  Executive Compensation (Continued)                                    

Option Grants                                                                   

                                                        · Enlarge/Download Table

The  following  table  summarizes  options   granted  during 1994 under Sprint's stock                      
option plans to  the  Named  Officers.   The amounts  shown  as  potential realizable                       
values on these options are based on arbitrarily assumed annualized rates of appreciation                   
in the price of Sprint Common Stock of five percent and ten percent set forth in SEC rules.                 
The Named Officers will realize no gain on these options without an increase in the price                   
of Common Stock which will benefit all shareholders proportionately.  No  stock appreciation                
rights were granted during 1994.                                                                            


                               Option Grants in Last Fiscal Year                                            
                                         Individual Grants                                                  

                                        Percent of                                                          
                       Number             Total                                      Potential Realizable   
                         of            Options/SARs                                   Value at Assumed      
                      Securities        Granted to      Exercise                    Annual Rates of Stock   
                      Underlying        Employees       or Base       Expira-       Price Appreciation for  
                      Options/SARs      in Fiscal       Price          tion               Option Term       
  Name                granted (#)(2)       Year         ($/Sh)         Date             5% (1)     10% (1)  
  (a)                       (b)            (c)           (d)           (e)               (f)         (g)    
-----------------    ---------------   -----------     -------     ------------    -----------------------  
                                                                                                            
 J. D. Kelley             12,000          0.44%        36.6875        2/11/04          276,871     701,645  

 F. D. Lawrence           14,000          0.51%        36.6875        2/11/04          323,016     818,586  

 D. H. Brennan             5,000          0.18%        36.6875        2/11/04          115,363     292,352  

 T.L. Dellatore            3,500          0.13%        36.6875        2/11/04           80,754     204,646  

 J.M. Johns                3,500          0.13%        36.6875        2/11/04           80,754     204,646  

 R.D. McRae                3,500          0.13%        36.6875        2/11/04           80,754     204,646  

(1)  The dollar amounts in these columns are the result of calculations at the 5% and 10% rates set by the  
     SEC and are not intended to forecast future appreciation of Sprint Common Stock.                       

(2)  Twenty-five percent of the options become exercisable on February 11, 1995 with an additional 25%      
     exercisable on February 11 of each of the three successive years.  Each option has a "reload" feature. 
     A reload option is granted when an optionee already owns in payment of the exercise price.  The reload 
     option covers the number of shares surrendered in the option exercise (including shares withheld or    
     surrendered for tax withholding, if elected) and has an exercise price equal to the market price on the
     date of exercise of the original option.  The expiration date of the reload option is the same as the  
     expiration date of the option that was exercised.  The new option becomes exercisable one year from the
     date the original option was exercised, provided the shares acquired on the exercise of the original   
     option are held by the optionee for at least six months.                                               


               III-9

                                 UNITED TELEPHONE COMPANY OF FLORIDA
                               1994 FORM 10-K/PART III

Item 11.  Executive Compensation (Continued)                                    

Option Exercises and Fiscal Year-End Values                                     

                                                        · Enlarge/Download Table

The following table summarizes the net value realized on the exercise of options in 1994                               
and the value of the outstanding options at December 31, 1994, for the Named Officers.                                 



                                                        Number of Securities                                           
                      Shares          Value                 Underlying                         Value of Unexercised    
  Name             acquired on       realized         Unexercised Options/SARS                   in-the-Money          
                    exercise (#)      ($) (1)              at 12/31/94                     Options/SARs at 12/31/94 (2)
                                                    Exercisabe       Unexercisable         Exercisable    Unexercisable
                                                       (#)                (#)                ($)               ($)     
  (a)                  (b)              (c)                     (d)                                    (e)             
--------------     -----------      -----------    --------------------------------      ----------------------------- 
                                                                                                                       
 J. D. Kelley             -                 -         42,403             28,500         $   9,969        $  14,953     

 F. D. Lawrence       36,200       $  228,694              -                 -                                         

 D. H. Brennan            -                 -         18,500             12,500            96,578            6,797     

 T.L. Dellatore           -                 -          8,625              8,375            30,422            4,078     

 J.M. Johns               -                 -         14,625              8,375            92,047            4,078     

 R.D. McRae           6,000            152,063        15,625              8,375            94,828            4,078     

(1)  The value realized upon exercise of an option is the difference between the fair market value of the              
     shares of Sprint Common Stock received upon the exercise, valued on the exercise date, and the exercise           
     price paid.                                                                                                       

(2)  The value of unexercised, in-the-money options is the difference between the options' exercise price and          
     the fair market value of Sprint Common Stock at 12/31/94 ($27.63).                                                


                      III-10

                   UNITED TELEPHONE COMPANY OF FLORIDA
                     1994 FORM 10-K/PART III

Item 11.   Executive Compensation (Continued)                                   

                                                        · Enlarge/Download Table

Long-Term Incentive Plan Awards                                                                  
-------------------------------                                                                  
The following table represents potential awards under Sprint's long-term incentive plan          
which, subject to Sprint's right to amend the plan at any time prior to the Organization         
and Compensation Committee's approval of of payouts, can be earned by the achievement of         
certain financial objectives over the three year period ending December 31, 1996.   The          
payout is based on the achievement of these financial objectives and is adjusted (increased      
or decreased) by the percent change in the market price of Sprint Common Stock as determined     
by the change in the average of the high and low prices on January 1, 1994 and December 31,      
1996.  If the stock price increases over the three-year performance period, the payout is        
adjusted by the percentage increase in stock price.  Conversely, if the stock price decreases    
over the three-year performance period, the payout is reduced by the percentage decrease in stock
price. Upon approval of the payouts by the Organization and Compensation Committee, each payout  
will be paid as specified by the executive in restricted or unrestricted shares of Sprint Common 
Stock, or deferred under the Executive Deferred Compensation Plan.                               

                                              Estimated Future Payouts                           
                                       under Non-Stock Price Based Plans (1)                     
                                       -------------------------------------                     

                    Performance or                                                               
                     Other Period                                                                
                   Until Maturation      Threshold     Target      Maximum                       
 Name                or Payout              ($)         ($)           ($)                        
 ----              ---------------       ---------    -------      --------                      
                                                                                                 
 J. D. Kelley      1/1/94-12/31/96       $17,044      $68,175      $109,966                      
 D. H. Brennan     1/1/94-12/31/96         3,835       15,340        24,743                      
 T. L. Dellatorre  1/1/94-12/31/96         3,358       13,430        21,663                      
 J. M. Johns       1/1/94-12/31/96         3,358       13,430        21,663                      
 R. D. McRae       1/1/94-12/31/96         3,358       13,430        21,663                      

(1)  Awards are based on a percentage of the Named Officers' average base salary                 
     midpoint over the three-year performance cycle which ends December 31, 1996.                
     In calculating the average base salary midpoint, the table assumes the base                 
     salary midpoint for 1995 and 1996 will equal the 1994 base salary midpoint.                 
     In addition, the estimated future payouts shown assume that the average of                  
     the high and low price of Sprint Common Stock on December 31, 1996 will be                  
     the same as it was on January 1, 1994.                                                      

                                                  III-11                                         

Item 11.  Executive Compensation (Continued)                                                     

Compensation of Directors                                                                        
-------------------------                                                                        
Directors who are not officers of the Company or an affiliated company were paid                 
an annual retainer fee of $4,400 in addition to $500 for each board meeting                      
attended.  Members of the Executive Committee and the Audit Committee were paid                  
$500 for each meeting attended or conference call held.                                          

Item 12.  Security Ownership of Certain Beneficial Owners and  Management                        
--------                                                                                         

                                                                · Download Table

(a)   The voting securities of the Company at December 31, 1994 are held as    
      follows:                                                                 

                                                  Amount and Nature            
                      Name and Address             of Beneficial       Percent 
Title of Class        of Beneficial Owner            Ownership        of Class 
--------------        -------------------        -----------------   --------- 
                                                                               
Common Stock          Sprint Corporation          6,500,000 shares      100.00%
 $2.50 par            P.O. Box 11315              =========             ====== 
  value               Kansas City, MO 64112                                    

 Redeemable           Hamac & Company               127,480 shares       64.41%
 Preferred            C/O Crestar Bank                                         
 Stock $10 par        P. O. Box 26246                                          
  value               Richmond, VA  23261                                      

 Redeemable           New England Mutual Life       43,540 shares        22.00%
 Preferred            Insurance Company                                        
 Stock $10 par        501 Boylston Street                                      
   value              Boston, MA  02117                                        

 Redeemable           New York Life Insurance                                  
 Preferred               Company                   17,000 shares         8.59% 
 Stock $10 par        51 Madison Avenue                                        
   value              New York, NY 10010                                       

 Redeemable           ISACO                          9,900 shares        5.00% 
 Preferred            C/O IDS Trust                                            
 Stock $10 par        P. O. Box 1281                                           
 value                Minneapolis, MN  55440      --------------      ---------
                                                  197,920 shares      100.00%  
                                                  =======             ======   

      III-12

UNITED TELEPHONE COMPANY OF FLORIDA 
1994 FORM 10-K/PART III     

Item 12.  Security Ownership of Certain Beneficial Owners and Management        
(Continued)                                                   

NOTE:     There  are no  shares  listed above  with  respect to  which  any     
     beneficial owner has the right to acquire beneficial ownership as
specified in Rule 13d-3(d)(1) under the Exchange Act.       

(b)  For  the ownership  at  December  31, 1994  of  each  class of  equity     
securities  of the Company and its parent, beneficially owned directly
or indirectly by  all directors and Messrs. Kelley, Lawrence, Brennan,
Dellatorre,  Johns, and  McRae,  and by  all  directors and  executive
officers of the Company as a group see Items 10.(a) and 10.(b).       

(c)  There are  no contractual arrangements known to the Company, including     
any  pledge of securities of the  Company or its parent, the operation
of the terms of which may, at a subsequent date, result in a change in
the control of the Company.                                           

Item 13.  Certain Relationships and Related Transactions                        
--------                                                                        
None.                                                                           
III-13  

   UNITED TELEPHONE COMPANY OF FLORIDA
  1994 FORM 10-K/PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K     

(a)1.     The  consolidated financial statements of the  Company filed as a     
     part  of  this report  are listed  in  the Index  to Consolidated
Financial Statements on page II-7.                          

2.        The consolidated  financial  statement schedule  of  the  Company     
     filed  as  a part  of  this  report is  listed  in  the Index  to
Consolidated Financial Statement Schedules on page IV-3.    

3.   The following exhibits are filed as part of this report:                   
EXHIBITS                                                              
(3)(a)   Articles of Incorporation                                    

(3)(b)   Bylaws                                                       

(4)(a)   The  rights  of  the Company's  equity  security holders  are
         defined in Articles  IV and VII of the Company's  Articles of
Incorporation.  See Exhibit 3(a) above.             

(4)(b)    Indenture  of Mortgage dated as  of the 2nd  day of January 1941,     
     between  the Company and Sun  First National Bank  of Orlando, as
     Trustee,  as  supplemented  by  the  First  through  Thirty-First
     Supplemental  Indentures  (filed as  Exhibits  4J  through 4U  to
     Registration  Statement No.  2-11471, Exhibits  4V through  4Y to
     Registration Statement No.  2-12334, Exhibit  4Z to  Registration
     Statement  No. 2-13108,  Exhibits  4X  through  4Z  and  4-AA  to
     Registration Statement No. 2-22096, Exhibit 4-A-2 to Registration
     Statement No.  2-38951, Exhibit  2-A-2 to  Registration Statement
     No. 2-42543, Exhibit 2-A-2 to Registration Statement No. 2-45708,
     Exhibit 2-D-26  to Registration  Statement No.  2-51785, Exhibits
     4Q, 4V, 4W, 4X,  and 4-CC to Registration Statement  No. 2-69791,
 Exhibit  4-DD to Registration Statement  No. 33-5949, Exhibit
     4-EE to  Registration Statement  No. 33-13964, and  Exhibits 4-FF
     and 4-GG to Registration Statement No. 33-51404, and incorporated
herein by reference).                                       

(4)(c)    Thirty-Second Supplemental Indenture dated as of December 1, 1992     
     between the Company and Barnett  Banks Trust Company, N.A. (filed
     as Exhibit 4 (i) to the Company's 1992 Annual Report on Form 10-K
and incorporated herein by reference).                      

(4)(d)    Thirty-Third  Supplemental  Indenture dated  as  of  May 1,  1993     
     between the Company and Barnett Banks  Trust Company, N.A. (filed
     as  Exhibit 99 to the Company's Current  Report on Form 8-K dated
May 12, 1993, and incorporated herein by reference).        

IV-1    

UNITED TELEPHONE COMPANY OF FLORIDA     
1994 FORM 10-K/PART IV    

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K      
(continued)                                               

(4)(e) Thirty-Fourth  Supplemental  Indenture  dated  as of  July  1,  1993     
  between  the Company and Barnett Banks Trust Company, N.A. (filed as
  Exhibit 99 to the Company's Current Report on Form 8-K dated July 7,
1993, and incorporated herein by reference).                      

(4)(f) Thirty-Fifth  Supplemental Indenture  dated as  of January  15, 1995     
between the Company and The Bank of New York.                     

The  Company will furnish to  the Securities and  Exchange Commission, upon     
request, copies of the following instruments defining the rights of holders     
of its long-term debt:                                                          

(a)  Supplemental Mortgage and Security Agreement dated as of July 18, 1972     
between Orange City Telephone  Company, Incorporated, United States of
America and Rural Telephone Bank.                                     

The obligations under these instruments were  assumed by the Company in the     
merger,  effective  December  31,  1982,  with  The Winter  Park  Telephone     
Company, the former  United Telephone  Company of Florida  and Orange  City     
Telephone Company, Incorporated.  The total amount of securities authorized     
under these or any other said instruments  does not exceed 10% of the total     
assets of the Company.                                                          

(b)  The Registrant  was not required to  file a report on  Form 8-K during     
the last quarter of 1994.                                             

IV-2            

UNITED TELEPHONE COMPANY OF FLORIDA     
1994 FORM 10-K/PART IV    

Item 14(a) 2.  Index to Consolidated Financial Statement Schedules              

For each of the three years in the period ended             
December 31, 1994:                                          

Schedule VIII  -     Consolidated valuation and             
 qualifying accounts

All other schedules have been omitted since the required information is not     
present  or is not  present in amounts sufficient  to require submission of     
the  schedule, or  because  the information  required  is included  in  the     
consolidated financial statements, including the notes thereto.                 

IV-3            

UNITED TELEPHONE COMPANY OF FLORIDA           
SCHEDULE VIII - CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS    
(In Thousands)              

                                                                · Download Table
                         Balance at  Charged   Accounts Charged   Balance  
                         Beginning     to         Off, Net of        at End
                         of Year     Expense      Collections       of Year
                         ---------   --------   ---------------  --------- 
Deducted from                                                              
assets:                                                                    

Allowance for                                                              
uncollectible accounts:                                                    
                                                                           
Year Ended                                                                 
December 31, 1994        $2,857       $4,127      $(3,666)       $3,318    
                          =====        =====       =======        =====    

Year Ended                                                                 
December 31, 1993        $2,616       $3,580      $(3,339)       $2,857    
1993                      =====        =====       =======        =====    

Year Ended                                                                 
December 31, 1992        $3,420       $3,206      $(4,010)       $2,616    
                          =====        =====       =======        =====    

    IV-4

 UNITED TELEPHONE COMPANY OF FLORIDA
1994 FORM 10-K/PART IV    

SIGNATURES    

Pursuant  to the  requirements of  Section 13  or 15(d)  of  the Securities     
Exchange  Act of  1934, the Registrant  has duly  caused this  report to be     
signed on its behalf by the undersigned, thereunto authorized.                  

                                   UNITED TELEPHONE COMPANY OF FLORIDA
                                  ----------------------------------
                                (Registrant)

Date:  March 30, 1995                   By:  /s/ R. D. McRae                    
  -------------                        -----------------------------
                       R. D. McRae
                                     Vice President - Business
                                           Development and Chief Financial
                   Officer

Pursuant to  the requirements of the Securities  Exchange Act of 1934, this     
report has  been signed below  by the  following persons on  behalf of the      
Registrant and in the capacities and on the date indicated.                     

/s/  J. D. Kelley                 /s/  M. E. Ibanez                       
--------------------------        ----------------------------            
J. D. Kelley                      M. E. Ibanez, Director                  
President, Director and           Dated:  February 28, 1995               
Chief Executive Officer                                                   
Dated:  February 28, 1995         /s/  R. D. Mathews, Jr.                 
                        ------------------------------
                     R. D. Mathews Jr., Director
/s/  R. D. McRae                  Dated:  February 28, 1995               
----------------------------                                              
R. D. McRae                                                               
Vice President - Business         /s/  D. W. Peterson                     
and Chief Financial Officer       -------------------------------         
Dated:  February 28, 1995         D. W. Peterson, Director                
                   Dated:  February 28, 1995

/s/  J. I. Lehman                 /s/  C. E. Rice                         
---------------------------      --------------------------------         
J. I. Lehman, Controller          C. E. Rice, Director                    
Principal Accounting Officer      Dated:  February 28, 1995               
Dated:  February 28, 1995                                                 

/s/  R. E. Bond                   /s/ M. T. Stith                         
-----------------------------     --------------------------------        
R. E. Bond, Director               M. T. Stith, Director                  
Dated:  February 28, 1995          Dated:  February 28, 1995              

/s/  M. A. Garcia, III            /s/ R. M. Taylor                        
----------------------------      ---------------------------------       
M. A. Garcia III, Director        R. M. Taylor, Director                  
Dated:  February 28, 1995         Dated:  February 28, 1995               

Thirty-Fifth Supplemental     
Indenture of Mortgage     

UNITED TELEPHONE COMPANY OF FLORIDA 
TO    
THE BANK OF NEW YORK, 

         Trustee

Dated as of January 15, 1995      

THIS  THIRTY-FIFTH  SUPPLEMENTAL  INDENTURE   OF  MORTGAGE,  dated  as   of     
January 15,  1995, by  and between United  Telephone Company  of Florida, a     
corporation duly organized  and existing  under the  laws of  the State  of     
Florida,  with its  principal place of  business in  Apopka, Orange County,     
Florida (hereinafter sometimes referred to as the "Company"), and  The Bank     
of New  York, a state banking corporation duly organized and existing under     
the laws of  the State of  New York, having  its principal corporate  trust     
office in New York, New York, as Trustee (hereinafter sometimes referred to     
as the "Trustee").                                                              

Whereas, the Company executed  and delivered to The First  National Bank at     
Orlando, as Original Trustee, an Indenture of Mortgage  dated as of the 2nd     
day of January, 1941 (hereinafter referred to as the "Original Indenture"),     
to secure its First Mortgage Bonds, issuable in series; and                     

Whereas, the Company thereafter executed and delivered certain Supplemental     
Indentures,   First  through  Thirty-Fourth,  inclusive,  for  the  various     
purposes of creating additional series  of First Mortgage Bonds,  conveying     
and confirming unto  the trustee certain  additional property and  amending     
the  Original Indenture  in  certain respects  (the  Original Indenture  as     
heretofore amended and supplemented and as amended and supplemented by this     
Thirty-Fifth Supplemental Indenture is sometimes hereinafter referred to as     
the "Indenture"); and                                                           

Whereas, Barnett Banks  Trust Company, N.A., became successor trustee under     
the Original Indenture, as supplemented, on November 24, 1982; and              

Whereas, the Trustee became successor trustee under the Original Indenture,     
as supplemented, on February 22, 1994; and                                      

Whereas, pursuant to  the Original Indenture,  as supplemented, there  were     
outstanding  as of  December 31, 1994, First  Mortgage Bonds  of Series and     
principal amounts as follows:                                                   

4 5/8% Bonds, Series R  . . . . . . . . . . . . . . . . . . .$2,500,000       

9.25% Bonds, Series CC  . . . . . . . . . . . . . . . . . . 115,000,000       

7.25% Bonds, Series DD  . . . . . . . . . . . . . . . . . .  50,000,000       

6.25% Bonds, Series EE  . . . . . . . . . . . . . . . . . . .70,000,000       

6.875% Bonds, Series FF . . . . . . . . . . . . . . . . . .  60,000,000       

7.125% Bonds, Series GG . . . . . . . . . . . . . . . . . .. 75,000,000       

Total  . . . . . . . . . . . . . . . . . .  . . . . . . .. $372,500,000       

which constitute the only bonds outstanding under the Original Indenture as     
supplemented   by  the   First  through   the  Thirty-Fourth   Supplemental     
Indentures, inclusive; and                                                      

Whereas, the Company has determined by due corporate action  to provide for     
the  issuance of additional First Mortgage Bonds in the aggregate principal     
amount  of Seventy  Million  Dollars  ($70,000,000)  to  be  known  as  the     
Company's  "First Mortgage Bonds, Series HH", and to make provision for the     
execution,  authentication and delivery of the entire issue pursuant to the     
terms  of the  Indenture  and to  be  in form  and  tenor substantially  as     
hereinafter stated; and                                                         

Whereas,  all things  necessary  to make  the  said First  Mortgage  Bonds,     
Series HH, when authenticated by the Trustee  and issued as provided in the     
Indenture, the valid, binding and legal obligations  of the Company, and to     
constitute the Indenture a valid First Mortgage and Deed of Trust to secure     
the payment of the principal  of and interest on all bonds under all series     
issued thereunder have been done and performed, and the creation, execution     
and delivery of this Thirty-Fifth  Supplemental Indenture and the execution     
and issuance of said First Mortgage  Bonds, Series HH, subject to the terms     
of the Indenture, have in all respects been duly authorized;                    

Now, Therefore, this Indenture Witnesseth:                                      

That the  Company, without in any  way limiting the grant  contained in the     
Indenture, in consideration of the premises and One Dollar, lawful money of     
the United States  of America to it  duly paid by the Trustee,  the receipt     
whereof  is   hereby  acknowledged   and  for   other  good   and  valuable     
considerations, has granted, bargained, sold, released, conveyed,  aliened,     
assigned,  confirmed, transferred,  mortgaged, warranted,  pledged and  set     
over, and does  by these  presents grant, bargain,  sell, release,  convey,     
alien, assign,  confirm, transfer, mortgage,  warrant, pledge and  set over     
unto The Bank of New York and its successor, or successors in trust, and to     
them  and their assigns forever,  all and singular  the premises, property,     
rights, franchises and physical property now owned or hereafter acquired by     
the Company (real,  personal and mixed) and wheresoever situated, including     
all  additions acquired or constructed  by the Company  since the execution     
and  delivery of the Original Indenture and including all properties (real,     
personal  and  mixed) hereafter  acquired  by the  Company  and wheresoever     
situated,  other than  property  of  the nature  of  that excluded  by  the     
granting clauses of said Original Indenture.                                    

To Have and  to Hold  all premises, rights,  franchises, physical  property     
additions and property (real, personal and mixed) of the Company, including     
all those properties  now owned and  hereafter acquired by the  Company and     
wheresoever situated, transferred,  assigned, mortgaged or  pledged by  the     
Company as  aforesaid, or  intended  so to  be, unto  the  Trustee and  its     
successors in such  trust and  to their  assigns forever,  it being  agreed     
hereby  that  all  such  premises, rights,  franchises,  physical  property     
additions and property  (real, personal and mixed) of  the Company shall be     
and are as  fully granted and conveyed hereby and  as fully embraced within     
the lien of the Original Indenture as if such premises, rights, franchises,     
physical property additions, and property (real, personal and mixed) of the     
Company were specifically described herein and conveyed hereby.                 

In Trust, Nevertheless, for  the purposes, with the provisions  and subject     
to the agreements,  conditions and covenants set forth and expressed in the     
Indenture.                                                                      

ARTICLE I     
Series HH Bonds     

Section 1.  There shall be  and are hereby  created "First Mortgage  Bonds,     
Series HH"   of   the  principal   amount   of   Seventy  Million   Dollars     
($70,000,000), hereinafter  sometimes referred  to as "Series HH  bonds" or     
"bonds  of  Series HH". Series HH  bonds  shall be  fully  registered bonds     
without coupons authenticated by  the certificate of authentication of  the     
Trustee. Each bond of Series HH  shall be dated as of the  interest payment     
date  next preceding  the date of  its authentication  upon or  as of which     
interest  payment date  payment of  interest  was last  made upon  bonds of     
Series HH (unless  (a) issued on an interest payment date to which interest     
was paid  upon bonds of Series HH, in  which event it shall  be dated as of     
the  date of  issue, or  (b) issued prior  to the  occurrence of  the first     
interest payment date on which  interest is payable on bonds of  Series HH,     
in which event  it shall be  dated January 26, 1995, or  (c) issued between     
the  record date (as hereinbelow defined) for any interest payment date and     
such interest  payment date, in which event it shall be dated such interest     
payment date)  and shall bear interest  at the annual rate  of interest set     
forth hereinafter in  the form of Series HH bonds until  the payment of the     
principal thereof,  such  interest  to  be  payable  semi-annually  on  the     
fifteenth day of January and July of each year, the  first interest payment     
date being July 15, 1995.  All Series HH bonds shall mature  on January 15,     
2025. The bonds of Series HH may be issued in the  denomination of $1000 or     
any integral multiples thereof.                                                 

The person  in whose name any Series HH bond is  registered at the close of     
business  on any record date  (as hereinbelow defined)  with respect to any     
interest payment date  shall be  entitled to receive  the interest  payable     
thereon on such  interest payment date notwithstanding the  cancellation of     
such Series HH bond  upon any  transfer or exchange  thereof subsequent  to     
such  record date  and  prior to  such  interest payment  date, unless  the     
Company  shall default  in the  payment  of interest  due on  such interest     
payment date on any Series HH  bond, in which case such  defaulted interest     
shall  be paid  to the  person in whose  name such  Series HH bond  (or any     
Series HH  bond or  bonds  issued upon  transfer  or exchange  thereof)  is     
registered at the close of business on  the record date for the payment  of     
such defaulted interest.  The term "record  date" as used  in this  Section     
with respect  to any  interest payment  date  shall mean  the January 1  or     
July 1 next preceding  such interest payment date, or, if such January 1 or     
July 1  is  not a  business  day,  the  business  day next  preceding  such     
January 1 or July 1, and such  term, as used in this Section,  with respect     
to the payment of any defaulted interest shall mean the  fifteenth day next     
preceding the  date  fixed by  the  Company for  the  payment of  defaulted     
interest or, if such fifteenth day is not a business day,  the business day     
next preceding such fifteenth day.                                              

In any  case where  any interest payment  date, or  any date  on which  any     
payment of principal is due, whether at stated maturity, upon redemption or     
otherwise,  of  any  Series HH  bond shall  not  be  a  business day,  then     
(notwithstanding any other provision  of the Indenture or of  the Series HH     
bonds) payment of interest or principal need  not be made on such date, but     
may be made  on the next  succeeding business day  with the same force  and     
effect as if made on the interest payment date or date on which the payment     
of principal was due, provided that no interest shall accrue for the period     
from and after such interest payment date or date on which such payment  of     
principal was due, as the case may be.                                          

Such bonds  and the certificate  of authentication of the  Trustee shall be     
substantially in  the following forms, respectively  (with such appropriate     
insertions, omissions,  substitutions and other variations  as are required     
or permitted by the Indenture), to wit:                                         

[Form of Series HH Bond]    
UNITED TELEPHONE COMPANY OF FLORIDA     
8 3/8% First Mortgage Bond, Series HH     
due January 15, 2025    

No. ________________                                     $_________________     

United Telephone Company of Florida, a corporation of the State of  Florida     
(hereinafter  called the "Company"), for value received, hereby promises to     
pay to _________ or registered  assigns, on January 15,  2025  the principal    
sum of _________ and to pay interest thereon semi-annually on January 15 and    
July 15 of each year, commencing July 15, 1995, at the rate of  8 3/8%   per    
annum, until said principal sum is paid. The  principal of  and interest  on    
this bond shall be payable at the  office of  The Bank of New York, New York,   
New York, or  its  successors in  trust, in coin or  currency of the  United    
States of  America  which, at  the  time of payment, is legal tender for the    
payment of public or private  debts  due in  the United  States of  America.    
Subject  to certain  exceptions provided in the Indenture hereafter referred    
to, the  interest so payable on  any January  15 or July 15 will  be paid to    
the person  in whose name this  bond is registered at  the close of business    
on the January  1 or July 1 next  preceding  such January 15 or  July 15, or    
if such January 1  or July 1  is  not a  business day, the business day next    
preceding such January 1 or July 1.                                             

Payment of the principal  of and interest on this Bond due at maturity will     
be made in immediately available funds  to The Depository Trust Company  or     
its nominee,  provided that this Bond  is presented to the  Trustee in time     
for  the  Trustee  to make  such  payment  in  accordance  with its  normal     
procedures. Payment of  interest (other than interest  payable at maturity)     
on this Bond will be made by transfer of immediately available funds to The     
Depository Trust Company or its nominee.                                        

The provisions  of this bond are  continued on the reverse  hereof and such     
continued provisions shall for all purposes have the  same effect as though     
fully set forth at this place.                                                  

This bond shall not be valid nor become obligatory for any purpose until it     
shall  have been authenticated by  the execution of  the certificate hereon     
endorsed by the Trustee under the Indenture.                                    

In Witness Whereof, United  Telephone Company of  Florida  has caused  this     
bond to  be  executed in  its  corporate name  with  the signature  of  its     
President or  one of  its  Vice Presidents  and its  corporate  seal to  be     
hereunto affixed or a facsimile thereof to be imprinted hereon and attested     
by the signature of its Secretary or one of its Assistant Secretaries.          

Dated  ___________________________                                              

                               United Telephone Company of Florida

                             By:__________________________________
                                 President

Attest:                                                                         
_____________________________                                                   
Secretary                                                             

[Form of Reverse of Series HH Bond]     

This bond is one of a duly authorized issue of First Mortgage Bonds  of the     
Company, limited to  the aggregate principal  amount as is  set out in  the     
Original   Indenture,  the   indentures  supplemental   thereto,  and   the     
Thirty-Fifth Supplemental Indenture dated as of January 15, 1995, and known     
as First Mortgage Bonds, Series HH,  all issued and to be issued under  and     
pursuant to  and equally secured by  a duly recorded Indenture  of Mortgage     
(herein referred to as the Original Indenture), as amended and supplemented     
by thirty-five supplemental indentures, each duly executed and delivered by     
the Company to The Bank of New York, New York, New York, as Trustee,  or to     
its predecessor  trustee,  upon  substantially  all  of  the  property  and     
franchises  of  the  Company now  owned  or  hereafter  acquired, to  which     
Original  Indenture,  as   supplemented,  and   all  further   supplemental     
indentures  thereto reference  is  hereby made  for  a description  of  the     
property transferred and mortgaged thereunder, the nature and extent of the     
security  and the rights of  the holders of said bonds,  and of the Trustee     
and of  the Company in respect of such security. Subsequent series of bonds     
may be issued on such conditions and may vary as to date, date of maturity,     
rate  of interest  and in  other  ways as  in such  Indentures provided  or     
permitted.                                                                      

No  reference herein  to the  Original Indenture,  as supplemented,  and no     
provision of this bond or of the Original Indenture, as supplemented, shall     
alter  or impair  the  obligation of  the Company,  which  is absolute  and     
unconditional, to  pay the principal  of and interest  on this bond  at the     
respective times, at the rate and in the currency herein prescribed.            

In case an  event of default as defined in  said Original Indenture occurs,     
the  principal of this bond  may become or may be  declared due and payable     
before the stated maturity hereof, as specified in said Original Indenture.     

This  bond is transferable by the registered  owner hereof, in person or by     
duly authorized  attorney, upon books  of the Company  to be kept  for that     
purpose at  the office of the  Trustee under the Indenture,  upon surrender     
hereof at said office for  cancellation and upon presentation of a  written     
instrument of transfer duly executed, and thereupon the Company shall issue     
in the  name  of  the transferee  or  transferees, and  the  Trustee  shall     
authenticate and deliver, a new registered bond or bonds, of  like form and     
in an authorized  denomination or  in authorized denominations  and of  the     
same series, for the same aggregate principal  amount; bonds of this series     
upon  surrender thereof  at  said office  may  be  exchanged for  the  same     
aggregate  principal amount of bonds  of this series  of another authorized     
denomination or  other authorized  denominations; all  upon payment  of the     
charges,  if any, and subject to the  terms and conditions specified in the     
Indenture.                                                                      

The Company and the  Trustee may treat the registered owner of this bond as     
the  absolute owner  hereof  for  purposes  of  receiving  payment  of  the     
principal  hereof  and  interest due  hereon  subject  to  the record  date     
provision of  the first paragraph hereof,  and for all other  purposes, and     
neither the Company nor the Trustee nor any paying agent or agency shall be     
affected by  any notice to the  contrary whether this bond  or the interest     
thereon shall be overdue or not.                                                

No  recourse shall  be  had for  the  payment of  the principal  of  or the     
interest on this bond or of any  claim based hereon or in respect hereof or     
of  said Original  Indenture,  as supplemented,  against any  incorporator,     
subscriber, stockholder, officer or director  of the Company, past, present     
or future, whether directly or through a receiver in bankruptcy, whether by     
virtue of any constitution, statute or rule of law or by the enforcement of     
any assessment  or penalty or otherwise,  all such liability being,  by the     
acceptance of this bond, expressly released.                                    

Form of Trustee's Certificate of Authentication     
for Bonds of Series HH    
TRUSTEE'S AUTHENTICATION CERTIFICATE    

This  bond is one of the First  Mortgage Bonds, Series HH, provided for and     
described  in the  Thirty-Fifth Supplemental  Indenture of  Mortgage within     
mentioned.                                                                      

The Bank of New York    
As Trustee            

                   By___________________________
                    Authorized Signature

Section 2.  Series HH bonds  redeemed pursuant to any of the provisions  of     
Article Six  of the  Indenture (including redemptions  pursuant to  Section     
6.11 with the proceeds from the sale of property pursuant  to Section 9.04)     
may  be redeemed at any  time at a redemption  price equal to the principal     
amount thereof together with  interest accrued and unpaid to the date fixed     
for redemption. The  Trustee shall select bonds to be  redeemed pursuant to     
any of the provisions  of Article Six of the Indenture,  in such manner as,     
in its discretion, it shall deem appropriate and equitable and not designed     
to result in disproportionate redemption of Series HH bonds in relationship     
to other series of bonds.                                                       

Section 3.  In  case  of  the redemption  of  any  of  the Series HH  bonds     
pursuant  to  any  of  the  provisions  of  Article  Six of  the  Indenture     
(including redemptions pursuant to Section 6.11 with the  proceeds from the     
sale of property pursuant  to Section 9.04), the Trustee shall  give notice     
of such redemption to the holders of the Series HH bonds to be redeemed  as     
hereinafter in this Section provided.                                           

Notice of redemption shall be given to the holders of Series HH bonds to be     
redeemed  as a  whole or  in part  by mailing  by registered  mail, postage     
prepaid, a notice  of such redemption  not less than  thirty nor more  than     
sixty days prior  to the date fixed for redemption  to their last addresses     
as  they shall  appear upon  the bond  register, but  failure to  give such     
notice by  mailing in  the  manner herein  provided to  the  holder of  any     
Series HH bond  designated for  redemption as  a whole or  in part,  or any     
defect therein,  shall not affect the  validity of the  proceedings for the     
redemption of any other Series HH bonds.                                        

Any  notice  which  is  mailed  in  the  manner  herein provided  shall  be     
conclusively presumed to have  been duly given,  whether or not the  holder     
receives the notice.                                                            

Each such notice of redemption shall  specify the date fixed for redemption     
and the redemption  price at which Series HH bonds are  to be redeemed, and     
shall state  that payment of the redemption price of the Series HH bonds to     
be redeemed will be made at the office of the Trustee upon presentation and     
surrender of such Series HH bonds,  that interest accrued to the date fixed     
for  redemption will be paid  as specified in said  notice, and that on and     
after said date interest thereon will cease to accrue. If less than all the     
Series HH bonds are to be redeemed, the notice of  redemption shall specify     
the Series HH bonds  to be  redeemed as  a whole or  in part.  In case  any     
Series HH bond is to be redeemed in part only, the notice which  relates to     
such Series HH bond shall state the portion of the principal amount thereof     
to be  redeemed (which shall be  $1,000 or any integral  multiple thereof),     
and shall  state that on and  after the redemption date,  upon surrender of     
such  Series HH bond,  the  holder will  receive  the redemption  price  in     
respect  of the principal amount thereof called for redemption and, without     
charge, a new bond or bonds of that series and  of authorized denominations     
for the principal amount thereof remaining unredeemed.                          

Section 4.  If the giving of notice of redemption shall have been completed     
as above provided, the Series HH bonds or portions of such bonds  specified     
in such notice  shall become due and  payable on the date and  at the place     
stated  in  such notice  at the  redemption  price, together  with interest     
accrued to the date fixed for redemption, and on and after such  date fixed     
for redemption interest on the Series HH bonds or portions of such bonds so     
called  for redemption shall cease to accrue. On presentation and surrender     
of such Series HH bonds at said  place of payment in said notice specified,     
the said  Series HH bonds  shall be  paid and  redeemed  at the  redemption     
price, together with interest accrued to the date fixed for redemption.         

Section 5.  Bonds of Series HH,  upon surrender thereof at the  main office     
of the Trustee, may be exchanged for the same aggregate principal amount of     
bonds of that series of other authorized denominations. Within a reasonable     
time after the surrender of bonds of Series HH accompanied by a request for     
such  an  exchange,  the  Company  shall  execute  and  the  Trustee  shall     
authenticate and deliver all bonds required in connection therewith.            

Upon surrender for registration of transfer of any bonds, the Company shall     
execute and the  Trustee shall authenticate and deliver in  the name of the     
transferee or transferees a new bond or bonds of the same series for a like     
aggregate principal amount.                                                     

All bonds presented or surrendered for exchange,  registration of transfer,     
redemption, or payment shall, if so required by the Company or the Trustee,     
be accompanied by a  written instrument or instruments of transfer, in form     
satisfactory to the Company or the Trustee, duly executed by the registered     
holder or by his attorney duly authorized in writing.                           

No service  charge  shall  be made  for  any exchange  or  registration  of     
transfer of bonds, but the Company may require payment of  a sum sufficient     
to  cover any  tax or  other  governmental charge  that may  be imposed  in     
relation thereto.                                                               

The Company shall not  be required (a) to  issue, exchange or register  the     
transfer of  any bonds during a period beginning at the opening of business     
15 days before the day  of the mailing  of a notice  of redemption of  less     
than all the outstanding  bonds and ending at the close  of business on the     
day  of such mailing,  or (b) to register  the transfer of  or exchange any     
bonds or portions thereof called or selected for redemption.                    

Section 6.  Upon or at any time  and from time to time after  the execution     
and delivery of this  Thirty-Fifth Supplemental Indenture, the  Company may     
execute  and deliver to  the Trustee  and, subject  to Section 4.01  of the     
Indenture, the Trustee shall authenticate and deliver to or upon  the order     
of the Company Seventy Million Dollars ($70,000,000) in aggregate principal     
amount of Series HH bonds.                                                      

ARTICLE II  
Defeasance  

Section  1.    Applicability   of  Article;  Company's  Option   to  Effect     
Defeasance.                                       

The Company  may at  its  option by  Board Resolution,  at  any time,  with     
respect to the Series HH bonds, elect to have either Section 2 or Section 3     
of  this  Article II  be  applied   to  the  outstanding  Series HH   bonds     
(hereinafter  in this  Article II, the  "Defeased Bonds"),  upon compliance     
with the conditions set forth in this Article II.                               

Section 2.  Defeasance and Discharge.                                           

Upon the Company's exercise of  the option applicable to this  Section, the     
Company  shall be deemed to have been  discharged from its obligations with     
respect to  the outstanding Defeased Bonds  on the date the  conditions set     
forth below  are satisfied  (hereinafter, "defeasance"). For  this purpose,     
such defeasance means  that the Company  shall be deemed  to have paid  and     
discharged the entire indebtedness  represented by the outstanding Defeased     
Bonds and to  have satisfied all its  other obligations under  the Defeased     
Bonds and  the Indenture insofar as  the Defeased Bonds are  concerned (and     
the   Trustee,  at  the  expense  of  the  Company,  shall  execute  proper     
instruments acknowledging the  same), except for the following  which shall     
survive until otherwise terminated  or discharged hereunder: (A) the rights     
of holders  of outstanding Defeased Bonds to receive, solely from the trust     
fund described in Section 4 of this Article II and as  more fully set forth     
in such  Section, payments in respect  of the principal of  and interest on     
the  Defeased  Bonds  when   such  payments  are  due,  (B) the   Company's     
obligations with respect to such  Defeased Bonds under Sections 1.10, 1.12,     
1.13, 12.02 and  15.01 of  the Indenture, (C) the  rights, powers,  trusts,     
duties,  and immunities  of the  Trustee under  the Indenture  and (D) this     
Article II. Subject  to compliance  with this Article II,  the Company  may     
exercise its option under this Section 2 notwithstanding the prior exercise     
of  its option  under  Section 3 of  this  Article II with  respect to  the     
Defeased Bonds.                                                                 

Section 3.  Covenant Defeasance.                                                

Upon the Company's exercise of  the option applicable to this Section,  the     
Defeased Bonds shall no longer  be entitled to the benefits of the  lien of     
the Indenture, which shall be deemed to be released for all purposes of the     
Indenture with respect  to the Defeased Bonds, and the Defeased Bonds shall     
not  be deemed  to  be  outstanding for  purposes  of  Section 4.01 of  the     
Indenture,  on  and after  the  date  the conditions  set  forth  below are     
satisfied (hereinafter, "covenant defeasance").                                 

Section 4.  Conditions to Defeasance.                                           

The following shall be the conditions to application of either Section 2 or     
Section 3 of this Article II to the outstanding Series HH bonds:                

(1)  the Company shall irrevocably have deposited or caused to be deposited     
with  the Trustee  (or  another  trustee  satisfying  the  requirements  of     
Section 12.07  of the  Indenture,  who  shall  agree  to  comply  with  the     
provisions of  this Article II applicable to  it), as trust funds  in trust     
for the purpose of  making the following payments, specifically  pledged as     
security for,  and dedicated solely to,  the benefit of the  holders of the     
Defeased Bonds, (A) money  in an amount, or (B) U.S. Government Obligations     
which  through the scheduled payment  of principal and  interest in respect     
thereof in accordance with their terms will provide, not later than one day     
before  the  due  date  of  any  payment,  money  in  an  amount, or  (C) a     
combination thereof,  sufficient, in the opinion of a nationally recognized     
firm of independent public accountants expressed in a written certification     
thereof delivered to the Trustee, to pay and discharge, and  which shall be     
applied by the Trustee  (or other qualifying trustee) to pay and discharge,     
the principal of and each  installment of principal of and interest  on the     
outstanding  Defeased Bonds  on the  stated maturity  of such  principal or     
installment of  principal or interest.  For this purpose,  "U.S. Government     
Obligations" means securities that are (x) direct obligations of the United     
States  of America for the  payment of which  its full faith  and credit is     
pledged  or (y) obligations  of a  person controlled  or supervised  by and     
acting as  an agency or instrumentality of the United States of America the     
payment  of which is unconditionally guaranteed  as a full faith and credit     
obligation by the United States of  America, which, in either case, are not     
callable or  redeemable at the option of the issuer thereof, and shall also     
include   a  depository   receipt  issued   by  a   bank  (as   defined  in     
Section 3(a)(2) of the  Securities Act  of 1933, as  amended) as  custodian     
with respect to any such  U.S. Government Obligation or a specific  payment     
of principal of or interest on any such U.S. Government  Obligation held by     
such  custodian for the account  of the holder  of such depository receipt,     
provided that (except  as required by law) such custodian is not authorized     
to  make  any deduction  from  the amount  payable  to the  holder  of such     
depository receipt from any amount received by  the custodian in respect of     
the  U.S. Government Obligation or the  specific payment of principal of or     
interest on  the U.S.  Government Obligation  evidenced by such  depository     
receipt.                                                                        

(2)  No event of default  or event which  with notice or  lapse of time  or     
both would  become an event of  default with respect to  the Defeased Bonds     
shall  have occurred  and be  continuing on  the date  of such  deposit or,     
insofar  as Section 8.01(e)  is concerned,  at any  time during  the period     
ending on the 91st day after the date of such deposit or, if longer, ending     
on  the day  following  the expiration  of  the longest  preference  period     
applicable to the Company  in respect of such deposit (it  being understood     
that  this condition shall not be  deemed satisfied until the expiration of     
such period).                                                                   

(3)  Such defeasance or covenant defeasance shall not cause the Trustee for     
the  Defeased  Bonds  to   have  a  conflicting  interest  as   defined  in     
Section 12.14 of the Indenture and for purposes of  the Trust Indenture Act     
of 1939, as amended, with respect to any securities of the Company.             

(4)  Such defeasance or covenant defeasance shall not result in a breach or     
violation of,  or constitute a  default under,  the Indenture or  any other     
agreement or instrument to which  the Company is a party or by  which it is     
bound.                                                                          

(5)  Such defeasance  or covenant defeasance  shall not cause  any Defeased     
Bonds  then listed on any registered national securities exchange under the     
Securities Exchange Act of 1934, as amended, to be delisted.                    

(6)  In  the case of  an election under  Section 2 of this  Article II, the     
Company shall have delivered to  the Trustee an opinion of  counsel stating     
that (x) the Company has received from, or there has been published by, the     
Internal Revenue Service a  ruling, or (y) subsequent to  January 15, 1995,     
there has been a change in the applicable Federal income tax  law in either     
case to the effect that, and based thereon such opinion shall confirm that,     
the  holders of the outstanding  Defeased Bonds will  not recognize income,     
gain or loss for Federal income tax purposes as a result of such defeasance     
and will be  subject to Federal income tax on the same amounts, in the same     
manner and at the same times as would have been the case if such defeasance     
had not occurred.                                                               

(7)  In  the case  of an election  under Section 3 of  this Article II, the     
Company shall  have delivered to the  Trustee an opinion of  counsel to the     
effect  that the  holders  of  the  outstanding  Defeased  Bonds  will  not     
recognize income, gain or loss for Federal income tax purposes  as a result     
of such  covenant defeasance and will  be subject to Federal  income tax on     
the same  amounts, in the same manner  and at the same  times as would have     
been the case if such covenant defeasance had not occurred.                     

Section 5.  Deposited Money  and U.S. Government Obligations to be  Held in     
Trust; Miscellaneous.                                                           

All  money and U.S. Government Obligations (including the proceeds thereof)     
deposited with  the Trustee (or other  qualifying trustee_collectively, for     
purposes  of this Section 5, the  "Trustee") pursuant to  Section 4 of this     
Article II  in respect of  the outstanding Defeased Bonds  shall be held in     
trust and applied by the Trustee, in accordance with the  provisions of the     
Defeased  Bonds and  the  Indenture, to  the  payment, either  directly  or     
through any Paying  Agent (including the Company  acting as its  own Paying     
Agent) as the Trustee may determine, to the holders of  the Defeased Bonds,     
of all  sums due  and to  become due  thereon in respect  of principal  and     
interest, but  such money need not be segregated from other funds except to     
the extent required by law.                                                     

The  Company shall pay  and indemnify the  Trustee against any  tax, fee or     
other charge imposed on or assessed against the U.S. Government Obligations     
deposited pursuant to  Section 4 of  this Article II or  the principal  and     
interest received  in respect thereof other than any such tax, fee or other     
charge which by law  is for the account  of the holders of the  outstanding     
Defeased Bonds.                                                                 

Anything in this  Article II to the  contrary notwithstanding, the  Trustee     
shall  deliver or  pay to the  Company from  time to time  upon the written     
request of  the Company any money or U.S. Government Obligations held by it     
as  provided in  Section 4 of this  Article II which,  in the  opinion of a     
nationally recognized firm of independent public accountants expressed in a     
written  certification thereof delivered to  the Trustee, are  in excess of     
the  amount thereof which would then be  required to be deposited to effect     
an equivalent defeasance or covenant defeasance.                                

Section 6.  Notice of Defeasance.                                               

Notice  of defeasance or covenant  defeasance shall be  given by registered     
mail,  postage prepaid, mailed not more  than 30 days following the date of     
deposit  of money or U.S.  Government Obligations pursuant  to Section 4 of     
this Article II, to the  holders of Defeased Bonds at their  last addresses     
as they appear on  the bond register  not less than  10 days prior to  such     
date of mailing. Notice of defeasance or covenant defeasance shall be given     
by the Company or, at the Company's request, by the Trustee in the name and     
at the expense of the Company.                                                  

ARTICLE III     
Additional Provisions     

Section 1.  The Company agrees that it will at all times maintain, preserve     
and  keep  the property  subject to  the lien  of  the Indenture,  with the     
appurtenances  and every part and  parcel thereof, in  good repair, working     
order and condition and equipped with suitable equipment.                       

Section 2.  The  Company, and the holders  of the Series HH  bonds by their     
acceptance  and  holding  thereof,  hereby  consent  and  agree   that  the     
provisions  of Sections 6.13, 4.01(d)(7) and 6.08 of the Indenture, insofar     
as  they relate  to the  amount of  funds  required to  be expended  by the     
Company for  maintenance and/or  provided for depreciation  and/or expended     
for permanent  additions against   which no  bonds have been,  or will  be,     
issued, shall cease  to be effective  on the earlier  date on which  either     
(a) no Bonds of  Series R shall  be outstanding or  (b) amendments to  such     
Sections 6.13,  4.01(d)(7)   and  6.08   of  the  Original   Indenture,  as     
supplemented, shall have become  effective upon the consent of  the holders     
of the Bonds of Series R.                                                       

Section 3.  The  Company, and the holders  of the Series HH  bonds by their     
acceptance and holding thereof,  hereby consent and agree to  the amendment     
of Subsection 4.01(e)  and the  parenthetical sentence of  Section 15.04 of     
the Indenture by deleting the word "independent" where it appears.              

Section 4.  The  Company, and the holders  of the Series HH  bonds by their     
acceptance and holding thereof,  hereby consent and agree to  the amendment     
of Section 6.09 of the Indenture by  adding the following phrase at the end     
of the third sentence thereof: "provided that, if any such payment shall be     
in an amount  less than one-tenth of one percent (0.1%)  of the book value,     
determined in accordance with  generally accepted accounting principles, of     
the mortgaged  property of the Company  at that time, the  payment shall be     
made to the Company and shall not be required to be made to the Trustee."       

Section 5.  The  Company, and the holders  of the Series HH  bonds by their     
acceptance and holding thereof,  hereby consent and agree to  the amendment     
of Section 6.10 of the Indenture by deleting the first sentence thereof and     
by deleting the  words "the insurance proceeds payable in  respect of which     
exceed the sum  of Five Thousand Dollars  ($5,000)" in the second  sentence     
thereof.                                                                        

Section 6.  The  Company, and the holders  of the Series HH  bonds by their     
acceptance and holding thereof,  hereby consent and agree to  the amendment     
of Section 6.11 of the Indenture by: (i) adding the following phrase at the     
end of the first sentence: "provided that, if such proceeds  amount to less     
than one-tenth  of one  percent  (0.1%) of  the book  value, determined  in     
accordance with generally accepted  accounting principles, of the mortgaged     
property of the Company at that time, the Company shall not be  required to     
deposit  such  proceeds with  the  Trustee";  (ii) inserting the  following     
phrase after the  word "purchase"  in clause  (b) of  the fourth  sentence:     
"(except  as  provided  in  the  first  sentence  of  this  Section 6.11)";     
(iii) deleting  the first  sentence  in the  second  paragraph thereof  and     
adding in lieu thereof the following:                                           

Any amount received by the Trustee as an award in such taking shall be paid     
over  by  the  Trustee  to  the  Company  upon  the  appropriation  of  net     
expenditures  for  property additions  in an  amount  equal to  one hundred     
percent  (100%) of  such award.  Such appropriation  shall be  evidenced by     
filing with  the Trustee (A)  an officers' certificate  dated as of  a date     
within 90 days prior to  the date of such appropriation, setting  forth the     
information  called  for by  paragraphs  (1),  (2),  (3),  (4) and  (5)  of     
Subsection 4.01(d)  of  the  Indenture  and  stating  the  amount   of  net     
expenditures   for  property  additions  to  be  so  appropriated,  (B)  an     
engineer's certificate in  the form required  by Subsection 4.01(e) of  the     
Indenture  if  such an  engineer's certificate  would  be required  by such     
Subsection 4.01(e), (C)  an opinion of  counsel in  the form called  for by     
Subsection 4.01(f) of the Indenture and (D) such further documents required     
by the provisions of Article 15 of the Indenture.                               

and (iv) deleting the first sentence in the third paragraph thereof.            

Section 7.  The  Company, and the holders  of the Series HH  bonds by their     
acceptance and holding thereof,  hereby consent and agree to  the amendment     
of Section 9.04 of the Indenture by (i) adding the following phrase  at the     
end of the second sentence  of Subsection 9.04(b): "and provided,  further,     
however, that if  the proceeds from the sale of any such property amount to     
less than one-tenth of one percent  (0.1%) of the book value, determined in     
accordance with generally accepted  accounting principles, of the mortgaged     
property of the Company at  that time, the Company shall not be required to     
deposit such proceeds  with the  Trustee"; (ii) deleting the  words "and  a     
sworn  statement  of  an independent  engineer"  and  the  words "and  such     
engineer" in Subsection 9.04(d); and  (iii) deleting the words "in addition     
to any certificate required by Subsection (d) of this Section" in the first     
sentence  of  Subsection 9.04(e).  The  Company,  and  the holders  of  the     
Series HH  bonds by  their acceptance and  holding thereof,  hereby further     
consent and  agree  that,  at such  time  as the  foregoing  amendments  to     
Section 9.04 of  the Indenture  become effective,  the release  of property     
from the lien of the Indenture upon its sale or exchange  shall be governed     
by  said  Section 9.04,  notwithstanding  any provisions  to  the  contrary     
(relating to  specific parcels of  real estate) contained in  the Third and     
the Fifth Supplemental Indentures.                                              

Section 8.  The  amendments  to  the  Indenture  set  forth  in  Sections 3     
through 7 of  this Article III shall  be effective  on the earlier  date on     
which  either (a) no  Bonds of  Series R shall  be outstanding  or (b) such     
amendment shall have  become effective upon  the consent of the  holders of     
the Bonds of Series R.                                                          

Section 9.  The  Company, and the holders  of the Series HH  bonds by their     
acceptance and holding thereof,  hereby consent and agree to  the amendment     
of  Section 13.09 of  the Indenture  by deleting  the phrase  "seventy-five     
percent (75%)" in each place where it appears and inserting in lieu thereof     
the  phrase "sixty-six  and two-thirds percent  (66 2/3%)".  Such amendment     
shall be  effective on  the earlier  date on which  either (a) no  Bonds of     
Series R  shall be  outstanding  or (b) such  amendment  shall have  become     
effective upon  the  consent of  the  holders  of the  Bonds  of  Series R;     
provided, however, that such amendment shall be effective  immediately with     
respect to  any modification or waiver  of any right which  shall have been     
specifically provided in respect of the Series HH bonds.                        

Section 10.  The Company, and the  holders of the Series HH bonds  by their     
acceptance and holding thereof, hereby consent and agree that the Series HH     
bonds may be executed by the facsimile signature of the Company's president     
or  one of  its vice-presidents under  its corporate seal,  attested by the     
facsimile  signature of  the Company's  secretary or  one of  its assistant     
secretaries.                                                                    

Section 11.  This Thirty-Fifth  Supplemental Indenture  of Mortgage  may be     
simultaneously  executed in several counterparts, each of which shall be an     
original,  and  all  of  which  shall  constitute  but  one  and  the  same     
instrument.  The  Indenture  shall  constitute one  agreement  between  the     
parties.                                                                        

Section 12.  The  aggregate principal amount  of Series HH bonds authorized     
by  this Indenture is limited to Seventy Million Dollars ($70,000,000), and     
the Company  shall not execute  and the  Trustee shall not  authenticate or     
deliver  Series HH  bonds in  excess  of such  aggregate  principal amount,     
provided  that nothing  contained  in this  Section  or elsewhere  in  this     
Indenture,  or  in  the Series HH  bonds,  is intended  to  or  shall limit     
execution by  the Company or authentication  or delivery by  the Trustee of     
Series HH  bonds  under  the  circumstances  contemplated by  Sections 1.12     
and 1.13 of the Original Indenture.                                             

Section 13.  The Original Indenture as  heretofore amended and supplemented     
and as amended and supplemented by this Thirty-Fifth Supplemental Indenture     
shall be,  remain and continue in  full force and effect;  and the Original     
Indenture as so amended and supplemented is in all respects hereby ratified     
and confirmed.                                                                  

In Witness Whereof, United Telephone Company of Florida, party of the first     
part, has caused these presents to be signed in its name  and behalf by its     
President  or one  of its  Vice Presidents,  and its  corporate seal  to be     
affixed, and said seal  to be attested by the signature of its Secretary or     
an Assistant  Secretary, and  the  due execution  of these  presents to  be     
proved;  The Bank of New  York, party of the second  part, has caused these     
presents to be signed in its name and behalf by its Vice President, and its     
corporate seal to be hereunto affixed, and said seal to be  attested by the     
signature  of  an  Assistant Treasurer,  and  the  due  execution of  these     
presents to be proved; and  all of which shall be effective as  of the 15th     
day of January, 1995.                                                           

United Telephone Company    
of Florida    

By  /s/ RICHARD D. MCRAE      
  --------------------------
Richard D. McRae, Vice President    

Attest:                                                                         

/s/ Jerry M. Johns                                                              
------------------                                                              
Jerry M. Johns,                                                                 
Secretary                                                                       

Signed, sealed,  executed, acknowledged  and delivered by  United Telephone     
Company of Florida, in the presence of:                                         

[Corporate Seal]                                                                

/s/ SUSAN V. STUCKER                                                            
--------------------                                                            

Susan V. Stucker                                                                

/s/ MONIKA BAILEY                                                               
-----------------                                                               

Monika Bailey                                                                   

The Bank of New York    

By /s/ Michael J. Pellino     
----------------------  

Michael J. Pellino, Vice President    

Attest:                                                                         

/s/ Garrett P. Smith                                                            
---------------------                                                           

Garrett P. Smith,                                                               
Assistant Treasurer                                                             

Signed, sealed, executed,  acknowledged and  delivered by The  Bank of  New     
York, in the presence of:                                                       

[Corporate Seal]                                                                

/s/ Susan V. Stucker                                                            
--------------------                                                            
Susan V. Stucker                                                                

/s/ Monika Bailey                                                               
-----------------                                                               
Monika Bailey                                                                   

State of Florida                                                                
ss.:                                                                            
County of Orange                                                                

Before me, the undersigned, a notary public in and for the State and County     
aforesaid,  an officer duly authorized to take acknowledgments of deeds and     
other instruments, personally appeared Richard D.  McRae, Vice President of     
United Telephone Company of Florida, a corporation, party of the first part     
in and to the above written instrument, and also personally appeared before     
me Jerry M.  Johns, Secretary of said  corporation; and said persons  being     
severally   well  known  to  me  or  produced  their  driver's  license  as     
identification  and  who, as  such Vice  President  and as  such Secretary,     
executed  the above written instrument  on behalf of  said corporation; and     
he,  the  Vice  President, acknowledged  that  as  such  Vice President  he     
subscribed the  said corporate  name to  said instrument  on behalf  and by     
authority  of said corporation, and he, the Secretary, acknowledged that he     
affixed the seal  of said corporation  to said instrument and  attested the     
same by subscribing his name as Secretary of said corporation, by authority     
and on behalf of said corporation, and each of the two persons  above named     
acknowledged that  they, as  such Vice  President and  Secretary, delivered     
said instrument by  authority and on behalf  of said corporation, and  that     
all  such  acts were  done  freely and  voluntarily  and for  the  uses and     
purposes in said instrument set forth, and that such instrument is the free     
act  and  deed  of  said corporation;  and  each  of  said persons  further     
acknowledged and declared  that he knows the seal of  said corporation, and     
that  the seal  affixed to  said instrument  is the  corporate seal  of the     
corporation aforesaid.                                                          

In Witness  Whereof, I have  hereunto set my  hand and affixed  my official     
seal  this 13th day  of January,  1995, at Apopka  in the  State and County     
aforesaid.                                                                      

         /s/ Pamela Campbell
         -------------------
     Pamela Campbell
[Notarial Seal]                    PAMELA CAMPBELL                              
                    NOTARY PUBLIC STATE OF FLORIDA

                      Notary Public - State of Florida
           My Commission Expires
       December 28, 1995
CC159485  

State of Florida                                                                
ss.:                                                                            
County of Orange                                                                

Before me, the undersigned, a notary public in and for the State and County     
aforesaid,  an officer duly authorized to take acknowledgments of deeds and     
other instruments,  personally appeared Michael J.  Pellino, Vice President     
of The Bank of New York, a New York state banking corporation, party of the     
second  part  in and  to the  above written  instrument, and  also appeared     
before  me Garrett P. Smith,  Assistant Treasurer of  said corporation; and     
said persons being severally  well known to  me or produced their  driver's     
license  as identification  and who,  as such  Vice  President and  as such     
Assistant Treasurer,  executed the above  written instrument  on behalf  of     
said corporation; and  the said  Vice President acknowledged  that as  such     
Vice  President  he  subscribed  the  name  of  said  corporation  to  said     
instrument on behalf  and by authority  of said corporation,  and the  said     
Assistant  Treasurer  acknowledged  that  he  affixed  the   seal  of  said     
corporation to said  instrument and attested the  same by authority  and on     
behalf  of said  corporation,  and  each of  the  two  persons above  named     
acknowledged  that they,  as  such Vice  President  and as  such  Assistant     
Treasurer, delivered said  instrument by  authority and on  behalf of  said     
corporation, and that all  such acts were  done freely and voluntarily  and     
for  the  uses and  purposes in  said instrument  set  forth and  that such     
instrument is the free  act and deed of said corporation;  and each of said     
persons  further  acknowledged and  declared  that  said person  knows  the     
corporate seal  of  said corporation,  and that  the seal  affixed to  said     
instrument is the corporate seal of the corporation aforesaid.                  

In  Witness Whereof, I  have hereunto set  my hand and  affixed my official     
seal this 13th  day of January,  1995, at Apopka,  in the State and  County     
aforesaid.                                                                      

     Pamela Campbell

[Notarial Seal]                                                                 

     PAMELA CAMPBELL
                    NOTARY PUBLIC STATE OF FLORIDA

                      Notary Public - State of Florida
           My Commission Expires
       December 28, 1995
CC159485  

To qualify for the excise tax treatment provided for  in Section 201.08(4),     
Florida Statutes (1993), the Company states that the Original Indenture and     
First through  Thirty-Fourth Supplemental  Indentures were recorded  in the     
counties and at the book and page numbers set forth below:                      

Charlotte County: O.R. 865,  p. 1354; O.R. 875, p. 961; O.R.  920, p. 2145;     
O.R.  1061,  p. 1865; O.R.  1251, p. 0954;  O.R.  1277, p. 926;  O.R. 1286,     
p.1619. Citrus County: M.B. 16 p. 224; M.B. 16 p. 323; M.B. 17 p. 262; M.B.     
18 p. 80; M.B. 18  p. 87; M.B. 18 p. 227; M.B.  18 p. 546; M.B. 22  p. 371;     
O.R. 3  p. 432; O.R. 12  p. 281; O.R. 16  p. 495; O.R.  21 p. 183; O.R.  33     
p. 324; O.R. 46 p. 1; O.R. 60 p. 232; O.R. 79 p. 545;  O.R. 97 p. 500; O.R.     
113  p. 542; O.R.  117 p. 65;  O.R. 161  p. 193; O.R.  177 p. 94;  O.R. 278     
p. 28; O.R.  300 p. 799; O.R. 321 p. 759; O.R. 341 p. 707; O.R. 381 p. 627;     
O.R. 597  p. 1055; O.R. 707, p. 1843; O.R. 740, p. 0288; O.R. 829, p. 1839;     
O.R. 0963,  p. 0250; O.R. 982, p. 239;  O.R. 989,  p. 942. Collier  County:     
O.R.  1195, p. 163;  O.R.  1208, p. 167;  O.R.  1269, p. 1422;  O.R.  1471,     
p. 2037;   O.R.   1778,   p. 001297;   O.R. 1825,   p. 1682;   O.R.   1842,     
pp. 1107-1139. DeSoto County: O.R. 224, p. 490; O.R. 226, p. 647; O.R. 236,     
p. 1109; O.R. 263, p. 369;  O.R. 307, p. 567; O.R. 313, p. 1062;  O.R. 315,     
p. 1120.  Glades  County: O.R.  104, p. 247;  O.R.  105, p. 893;  O.R. 109,     
p. 1024; O.R. 120, p. 862;  O.R. 138, p. 0340; O.R. 140, p. 852;  O.R. 141,     
pp.772-804.  Hardee County: O.R. 323,  p. 463; O.R. 326,  p. 131; O.R. 338,     
p. 831; O.R.  378, p. 245; O.R.  438, p. 248; O.R.  445, p. 747;  O.R. 448,     
p. 548.  Hendry County:  O.R.  374, p. 889;  O.R.  378, p. 976;  O.R.  395,     
p. 977;  O.R. 439, p. 579; O.R. 0490, p. 1884; O.R. 495, p. 1519; O.R. 497,     
pp. 1492-1524.  Hernando County:  M.B. 79  p. 418; M.B.  79 p. 468;  O.R. 2     
p. 97;  O.R. 3 p. 59; O.R. 9 p. 456; O.R. 16 p. 14; O.R. 25 p. 283; O.R. 32     
p. 370;  O.R. 43 p. 353;  O.R. 57 p. 183;  O.R. 69 p. 255;  O.R. 78 p. 272;     
O.R. 80 p. 333; O.R. 103  p. 321; O.R. 111 p. 57;  O.R. 253 p. 1; O.R.  284     
p. 100; O.R. 301 p. 881; O.R. 316 p. 65; O.R. 346 p. 892; O.R. 503 p. 1967;     
O.R. 617, p. 0989;  O.R. 650, p. 1781; O.R. 751, p. 814; O.R. 892, p. 1059;     
O.R. 913, p. 163; O.R.  920, p. 1745. Highlands  County: O.R. 885,  p. 377;     
O.R. 897, p. 590; O.R.  947, p. 374; O.R. 1075, p. 69; O.R.  1199, p. 0414;     
O.R. 1216, p. 657; O.R. 1221, p. 1890. Lake County: M.B. 85 p. 564; M.B. 86     
p. 1; M.B.  108 p. 425; M.B. 109  p. 33; M.B. 110 p. 565;  M.B. 116 p. 171;     
M.B. 121  p. 237; M.B. 150 p. 459;  M.B. 161 p. 541; M.B.  172 p. 465; M.B.     
179 p. 77; M.B. 183 p. 360; M.B. 194 p. 335; O.R. 29 p. 358; O.R. 70 p. 20;     
O.R. 114 p. 188; O.R. 153 p. 11; O.R. 188 p. 432; O.R. 196 p. 109; O.R. 264     
p. 899; O.R.  283 p. 525; O.R. 422  p. 64; O.R. 454 p. 9;  O.R. 484 p. 362;     
O.R. 510  p. 84; O.R. 565 p. 930; O.R. 750 p. 1494; O.R. 884, p. 1085; O.R.     
920,  p. 816; O.R. 1027, p. 2289;  O.R. 1200, p. 0812;  O.R. 1225, p. 1430;     
O.R. 1235, p. 1085.  Lee County:  O.R. 1846, p. 1769;  O.R. 1858,  p. 4657;     
O.R.  1917, p. 3070;  O.R. 2098,  p. 1945; O.R.  2347, p. 0583;  O.R. 2387,     
p. 1402; O.R. 2403, pp.1793-1825. Levy County: M.B. 2 p. 10; M.B. 2 p. 270;     
M.B. 2 p. 324; M.B. 2 p. 422; M.B.  4 p. 34; M.B. 4 p. 251; M.B. 4  p. 420;     
M.B. 4 p. 569; M.B. 5 p. 426; M.B. 8 p. 391; M.B. 9 p. 540; M.B. 11 p. 325;     
M.B. 12 p. 179;  M.B. 12 p. 540;  M.B. 14 p. 440; M.B.  16 p. 434; M.B.  19     
p. 17; M.B. 21 p. 588; M.B. 24 p. 378; M.B. 26 p. 566; M.B. 27 p. 320; M.B.     
32  p. 423; M.B. 34 p. 263;  O.R. 18 p. 197; O.R.  28 p. 753; O.R. 38 p. 2;     
O.R. 47 p. 399; O.R. 66 p. 587; O.R. 193 p. 59; O.R. 274, p. 475; O.R. 293,     
p. 274; O.R.  369, p. 676; O.R. 0478, p. 107;  O.R. 492, p. 292; O.R. 0497,     
p. 435. Marion  County: M.B. 95  p. 126; M.B. 96  p. 190; M.B. 107  p. 266;     
M.B. 110  p. 431; M.B. 113 p. 450;  M.B. 118 p. 401; M.B.  127 p. 359; M.B.     
155 p. 274;  M.B. 170 p. 494;  M.B. 185 p. 231;  M.B. 193 p. 515;  M.B. 200     
p. 40; M.B.  213 p. 306; M.B. 227  p. 17; M.B. 243 p. 324;  O.R. 31 p. 305;     
O.R. 63 p. 457;  O.R. 96 p. 1;  O.R. 103 p. 454;  O.R. 193 p. 1;  O.R. 0222     
p. 0435; O.R. 0449 p. 0701; O.R. 0495 p. 0341; O.R. 0533 p. 0670; O.R. 0570     
p. 0708;  O.R. 0653  p. 0453; O.R.  1112 p. 1058;  O.R. 1363,  p. 952; O.R.     
1427,  p. 1343; O.R. 1605, p. 430;  O.R. 1884, p. 1721;  O.R. 1925, p. 146;     
O.R. 1939, p.1812. Monroe County: O.R. 973  p. 1496; O.R. 982, p. 787; O.R.     
1012,  p. 1947; O.R. 1106, p. 0174; O.R. 1236, p. 2309; O.R. 1256, p. 2161;     
O.R. 1264,  pp. 586-617. Okeechobee  County:  O.R. 277  p. 1697; O.R.  279,     
p. 1659;  O.R. 237, p. 124; O.R.  307, p. 998; O.R.  340, p. 325; O.R. 345,     
p. 82; O.R. 346, p. 1021. Orange County: M.B. 266, p. 397; M.B. 285 p. 443;     
M.B. 325  p. 403; M.B. 344 p. 352;  M.B. 350 p. 487; M.B.  369 p. 344; M.B.     
394 p. 442;  M.B. 507 p. 601;  M.B. 547 p. 356;  M.B. 586 p. 465;  M.B. 612     
p. 672; O.R. 48 p. 396; O.R. 173 p. 418; O.R. 293 p. 700; O.R. 467, p. 159;     
O.R. 691 p. 294; O.R. 862 p. 236; O.R. 1006 p. 652; O.R.  1032 p. 718; O.R.     
1346 p. 744; O.R.  1430, p. 912; O.R. 2022  p. 842; O.R. 2170  p. 581; O.R.     
2303 p. 590;  O.R. 2420 p. 231; O.R.  2569 p. 841; O.R. 3283  p. 2308; O.R.     
3807, p. 1587; O.R. 3888,  p. 166; O.R. 4117, p. 1085; O.R.  4498, p. 1915;     
O.R. 4561, p. 4305;  O.R. 4585,  p. 1953. Osceola County:  M.B. 16  p. 246;     
M.B. 17  p. 86; M.B.  19 p. 480; M.B.  20 p. 361; M.B.  24 p. 123;  M.B. 24     
p. 507; M.B. 25  p. 371; M.B. 36  p. 221; M.B. 39  p. 438; M.B. 43  p. 208;     
M.B. 45  p. 30; M.B.  46 p. 328;  M.B. 50  p. 299; O.R.  15  p. 1; O.R.  33     
p. 465; O.R. 56 p. 39; O.R. 72 p. 382; O.R. 84 p. 526; O.R. 87 p. 501; O.R.     
120 p. 143; O.R.  130 p. 327; O.R.  211 p. 465; O.R.  234 p. 338; O.R.  251     
p. 19; O.R. 266 p. 167; O.R. 297 p. 20; O.R. 582 p. 774; O.R. 810, p. 2240;     
O.R.  840,  p. 827;  O.R. 938,  p. 2690;  O.R.  1100,  p. 0375; O.R.  1124,     
p. 2305; O.R. 1132, p. 2327. Palm Beach County: O.R. 4872 p. 633; O.R. 4893     
p. 94; O.R. 4949, p. 1794; O.R. 5285, p. 998; O.R. 6205, p. 725; O.R. 7512,     
p. 124; O.R. 7708, p. 22; O.R. 7786, p. 423.  Pasco County: M.B. 38 p. 246;     
M.B. 38 p. 384;  M.B. 41 p. 414; M.B.  44 p. 396; M.B.  46 p. 284; M.B.  47     
p. 266; M.B. 48 p. 556; M.B. 62 p. 125; O.R. 4 p. 36;  O.R. 20 p. 289; O.R.     
30 p. 54;  O.R. 37 p. 367; O.R. 61 p. 188; O.R. 80 p. 495; O.R. 106 p. 279;     
O.R. 137  p. 356; O.R. 166 p. 569;  O.R. 191 p. 691; O.R.  197 p. 290; O.R.     
261 p. 639;  O.R. 287 p. 218;  O.R. 525 p. 126;  O.R. 581 p. 497;  O.R. 636     
p. 609; O.R.  689  p. 16; O.R.  766 p. 1479;  O.R. 1191  p. 42; O.R.  1522,     
p. 1777; O.R. 1609, p. 0001;  O.R. 1842, p. 1967; O.R. 3096,  p. 0047; O.R.     
3149, p. 1290; O.R. 3169, p. 1936. Polk County: O.R. 2420 p. 133; O.R. 2442     
p. 428; O.R. 2530,  p. 236; O.R.  2781, p. 2255; O.R.  3178, p. 0030;  O.R.     
3235, p. 1286; O.R.  3255, p. 2169.  St. Lucie County:  O.R. 499,  p. 1715;     
O.R. 508, p. 702; O.R. 543, p. 302; O.R.  655, p. 2685; O.R. 0819, p. 1114;     
O.R.  0840, p. 2914; O.R. 848, p. 1282. Seminole County: O.R. 1394 p. 1086;     
O.R.  1729 p. 490;  O.R.  1754, p. 1170;  O.R.  1849, p. 1983;  O.R.  2109,     
p. 0502;  O.R. 2517, p. 1183; O.R. 2585, p. 0040; O.R. 2611, p. 308. Sumter     
County: M.B. 22 p. 219; M.B. 22 p. 341; M.B. 25 p. 328; M.B. 26 p. 95; M.B.     
26 p. 299; M.B. 27 p. 427;  M.B. 29 p. 92; M.B. 35 p. 538; M.B.  38 p. 267;     
M.B. 40  p. 453; M.B. 41  p. 458; M.B. 42 p. 368;  M.B. 44 p. 478;  M.B. 47     
p. 10; O.R. 8 p. 175; O.R. 18 p. 262; O.R. 27 p. 580; O.R. 36  p. 465; O.R.     
38 p. 378;  O.R. 59  p. 302;  O.R. 66  p. 639; O.R.  115  p. 485; O.R.  125     
p. 531; O.R. 134 p. 162; O.R. 141  p. 491; O.R. 156 p. 741; O.R. 259 p. 50;     
O.R. 328,  p. 433; O.R. 345,  p. 238; O.R.  394, p. 381; O.R.  470, p. 390;     
O.R. 482, p. 388; O.R. 487, p. 12. Volusia  County: O.R. 2817 p. 1724; O.R.     
2849, p. 0999; O.R. 2982,  p. 1667; O.R. 3364, p. 403; O.R.  3793, p. 0075;     
O.R. 3827, p. 3954; O.R. 3840, p. 1729.                                         

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K Filing		Date		Other Filings
		5/27/92
		7/1/92
		10/6/92
		12/1/92
		12/31/92
		1/1/93
		3/9/93
		5/1/93
		5/12/93
		7/1/93
		7/7/93
		8/10/93
		12/31/93		10-K
		1/1/94
		1/10/94
		2/22/94
		4/4/94
		7/1/94
		11/1/94
		11/2/94
		12/1/94
For The Period Ended		12/31/94
		1/1/95
		1/15/95
		1/17/95
		1/25/95
		1/26/95
		2/9/95
		2/11/95
		2/28/95
		3/1/95
		3/30/95
Filed On / Filed As Of		3/31/95		10-Q, 10-Q/A
		7/15/95
		12/28/95
		12/31/95		10-K405
		12/31/96		10-K, 8-K
		1/15/25
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