SECURITIES AND EXCHANGE COMMISSION
			 Washington, D.C. 20549

				
				FORM 8-K


			     CURRENT REPORT


		 PURSUANT TO SECTION 13 OR 15(d) OF THE
		     SECURITIES EXCHANGE ACT OF 1934
		   


   Date of Report (Date of earliest event reported) July 30, 1997



		     THE WOODBURY TELEPHONE COMPANY                  
	  (Exact name of registrant as specified in its charter)



	Connecticut                   0-8621               06-0594990
   (State or other jurisdiction    (Commission File       (IRS Employer
	of incorporation)              Number)          Identification No.)



	 299 Main Street South, Woodbury, CT             06798
       (Address of principal executive offices)        (Zip Code)



    Registrant's telephone number, including area code (203)263-2121















Item 1.  Change of Control of the Registrant

	  On July 30, 1997, pursuant to an Amended and Restated Agreement 
and Plan of Merger (the "Agreement") dated as of December 6, 1996, by and
between Southern New England Telecommunications Corporation ("SNET") and 
The Woodbury Telephone Company (the "registrant"), a wholly owned subsidiary 
of SNET merged with and into the registrant, with the registrant as the 
surviving corporation and thereby a wholly owned subsidiary of SNET 
(the "Merger").  Upon consummation of the Merger, each outstanding share of 
common stock, par value $2.50 per share of the registrant, (the "Common Stock")
other than shares of Common Stock owned by SNET, was converted without 
any action on the part of the holder thereof into the right to receive, 
and was exchanged for, that number of shares of common stock, par value $1.00 
per share of SNET (the "SNET Common Stock") (including related rights to 
purchase shares of SNET Common Stock pursuant to the Rights Agreement, dated 
as of December 11, 1996, between SNET and State Street Bank and Trust Company) 
equal to the product of one share of SNET Common Stock times a fraction, the 
numerator of which was $43.00 and the denominator of which was equal to the 
average of the closing prices (the "Average Closing Price") of one share of 
SNET Common Stock as reported on the New York Stock Exchange for the ten 
trading days ending on the fifth business day prior to the Effective Time 
(the "Merger Consideration"). 

	  State Street Bank and Trust Transfer Services has been 
retained by SNET to serve as the Exchange Agent. Letters of Transmittal,
and instructions for use in effecting the surrender of the registrant's stock 
certificates for conversion and exchange thereof, are expected to be provided 
promptly to the registrant's shareholders so that such shareholders may 
receive the Merger Consideration.

	  Donald E. Porter, President and Director of the registrant, will 
continue to serve in both capacities.





























			    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned hereunto duly authorized.

				The Woodbury Telephone Company
				(Registrant)



Date: July 31, 1997          By: /s/ Donald E. Porter
				     ________________ 
				     Donald E. Porter
				     President