SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant / /

Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12

BROADWING, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.

(1) Amount Previously Paid:
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BROADWING INC.
201 EAST FOURTH STREET
P. O. BOX 2301
CINCINNATI, OHIO 45202
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 30, 2001

To Our Shareholders:

The 2001 Annual Meeting of Shareholders of Broadwing Inc. (the "Company")
will be held on Monday, April 30, 2001 at 10:00 a.m. Central Time at the
STEPHEN F. AUSTIN INTERCONTINENTAL HOTEL, 701 Congress Avenue, Austin, Texas,
for the following purposes:

1. To elect three (3) Class II directors to serve three-year terms ending
in 2004; and

2. To take action upon any other matters that may properly come before the
meeting or any adjournments or postponements of the meeting.

The Board of Directors has fixed the close of business on March 5, 2001, as
the record date (the "Record Date") for determining the shareholders entitled to
notice of, and to vote at, the Annual Meeting or any adjournment or postponement
of the meeting. Only shareholders of record at the close of business on the
Record Date are entitled to vote at the Annual Meeting.

THE VOTE OF EACH SHAREHOLDER IS IMPORTANT. YOU CAN VOTE YOUR SHARES BY
ATTENDING THE ANNUAL MEETING OR BY COMPLETING AND RETURNING THE PROXY CARD SENT
TO YOU. MOST SHAREHOLDERS CAN ALSO VOTE THEIR SHARES OVER THE INTERNET OR BY
TELEPHONE. IF INTERNET OR TELEPHONE VOTING IS AVAILABLE TO YOU, VOTING
INSTRUCTIONS ARE PRINTED ON THE PROXY CARD SENT TO YOU.

We have enclosed the Proxy Statement with this notice of the Annual Meeting.

By Order of the Board of Directors

/s/ Jeffrey C. Smith

Jeffrey C. Smith

Secretary

March 30, 2001

BROADWING INC.
201 East Fourth Street
P.O. Box 2301
Cincinnati, Ohio 45202

PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held on Monday, April 30, 2001

This Proxy Statement and the accompanying proxy card are furnished to the
shareholders of Broadwing Inc., an Ohio corporation, in connection with the
solicitation of proxies by the Board of Directors for use at the 2001 Annual
Meeting of Shareholders. The Annual Meeting will be held on Monday, April 30,
2001, beginning at 10:00 a.m. Central Time at the Stephen F. Austin
Intercontinental Hotel, 701 Congress Avenue, Austin, Texas. The Notice of Annual
Meeting of Shareholders, this Proxy Statement and the annual report of the
Company for the year ended December 31, 2000 are first being mailed to the
shareholders on or about March 30, 2001.

The Company's Board of Directors has fixed March 5, 2001, as the record date
(the "Record Date") for determining shareholders entitled to vote at the Annual
Meeting or any adjournment or postponement of the Annual Meeting. Only
shareholders of record at the close of business on that date will be entitled to
vote at the Annual Meeting.

The agenda for the Annual Meeting is as follows:

1. Elect three (3) Class II directors to serve three-year terms ending in
2004; and

2. Consider any other matters which properly come before the meeting or any
adjournments or postponements of the meeting.

PLEASE VOTE--YOUR VOTE IS IMPORTANT

Broadwing Inc. is a full-service, local and national provider of data and
voice communications services, and a regional provider of wireless
communications services. Its services fall into four major categories:
(i) broadband services which include broadband transport, Internet services,
switched long distance, data collocation, information technology consulting,
network construction and other services, as well as the leasing of network
capacity in the form of indefeasable right-to-use agreements (ii) local
communications services which includes local telephone service, network access,
data transport, high-speed Internet access, switched long distance and other
ancillary products and services provided to customers in southwestern Ohio,
northern Kentucky and southeastern Indiana; (iii) wireless services which
include advanced digital personal communications and sales of related
communications equipment to customers in its Greater Cincinnati and Dayton/Ohio
operating areas; and (iv) other communications services which includes the
resale of voice long distance, the publishing of Yellow Pages directories,
web-hosting and Internet-based services and public payphone services provided
primarily within the midwestern United States.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Q: WHY AM I RECEIVING THESE PROXY MATERIALS?

A: The Board is providing these proxy materials to you in connection with the
Annual Meeting of Shareholders, which will take place on April 30, 2001. As
a shareholder, you are invited to attend the meeting and are entitled to and
requested to vote on the proposals described in this Proxy Statement.

Q: WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?

A: This Proxy Statement includes information relating to the proposals to be
voted on at the meeting, the voting process, the compensation of directors
and certain officers, and certain other information required by the rules
and regulations of the Securities and Exchange Commission. Our 2000 Annual
Report, including our full 2000 consolidated financial statements, is also
enclosed.

Q: WHAT PROPOSALS WILL BE VOTED ON AT THE MEETING?

A: There is one proposal scheduled to be voted on at the meeting:

- The election of Class II directors

Q: WHAT IS BROADWING'S VOTING RECOMMENDATION?

A: The Board recommends that you vote your shares "FOR" each of the nominees to
the Board.

Q: WHAT SHARES CAN I VOTE?

A: You may vote all the Company's common shares and the 6 3/4% Cumulative
Convertible Preferred Shares you own as of the close of business on the
Record Date. These shares include: (1) shares held directly in your name as
the shareholder of record, including common shares purchased through
Broadwing's Employee Stock Ownership Plan (ESOP), Employee Stock Purchase
Plan (ESPP), Retirement Savings Plan, and Savings and Security Plan and
credited to your account under any of such plans, and (2) shares held for
you as the beneficial owner through a stockbroker or bank.

Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND
AS A BENEFICIAL OWNER?

A: Many Broadwing shareholders hold their shares through a stockbroker, bank or
other nominee rather than directly in their own name. As summarized below,
there are some distinctions between shares held of record and those owned
beneficially.

SHAREHOLDER OF RECORD

If your shares are registered directly in your name with Broadwing's
transfer agent, The Fifth Third Bank, you are considered the shareholder of
record for those shares, and these proxy materials are being sent directly
to you by Broadwing. As a shareholder of record, you have the right to grant
your voting proxy directly to Broadwing to vote, or to vote in person at the
meeting. Broadwing has enclosed a proxy card for you to use.

BENEFICIAL OWNER

If your shares are held in a stock brokerage account or by a bank or other
nominee, you are considered the beneficial owner of shares held in street
name, and your broker or nominee is considered to be the shareholder of
record. If you are a beneficial owner, your broker or nominee will forward
these proxy materials to you. As the beneficial owner, you have the right to
direct your broker to vote and are also invited to attend the meeting.
However, since you are not the shareholder of record, you may not vote these
shares in person at the meeting unless you obtain a signed proxy from the
record holder giving you the right to vote the shares. Your broker or
nominee has enclosed or provided a voting instruction card for you to use in
directing the broker or nominee how to vote your shares.

Q: HOW CAN I VOTE MY SHARES AT THE MEETING?

A: Shares held directly in your name as the shareholder of record may be voted
in person at the Annual Meeting. If you choose to do so, please bring the
enclosed proxy card and proof of identification.

Q: HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE MEETING?

A: Whether you hold shares directly as the shareholder of record or beneficially
in street name, you may direct your vote without attending the meeting. You
may vote by granting a proxy or, for shares held in street name, by
submitting voting instructions to your broker or nominee. In most instances,
you will be able to do this over the Internet, by telephone or by mail.
Please refer to the summary instructions below and those included on your
proxy card or, for shares held in street name, the voting instruction card
included by your broker or nominee.

By Internet--If you have Internet access, you may submit your proxy from any
location by following the "Vote by Internet" instructions on the proxy card.

By telephone--If you live in the United States or Canada, you may submit
your proxy by following the "Vote by Phone" instructions on the proxy card.

By mail--You may do this by signing your proxy card or, for shares held in
street name, the voting instruction card included by your broker or nominee,
and mailing it in the accompanying enclosed, pre-addressed envelope. If you
provide specific voting instructions, your shares will be voted as you
instruct. If you sign but do not provide instructions, your shares will be
voted as described below in "How are votes counted?"

Q: CAN I CHANGE MY VOTE?

A: You may change your proxy instructions at any time prior to the vote at the
Annual Meeting. For shares held directly in your name, you may accomplish
this by granting a new proxy bearing a later date (which automatically
revokes the earlier proxy), notifying the Company's Secretary in writing
that you want to revoke your earlier proxy, or by attending the Annual
Meeting, giving notice of your proxy revocation in open meeting and voting
in person. Attendance at the meeting will not cause your previously granted
proxy to be revoked unless you specifically so request. For shares held
beneficially by you, you may accomplish this by submitting new voting
instructions to your broker or nominee.

Q: HOW ARE VOTES COUNTED?

A: In the election of directors, you may vote "FOR" all of the nominees or your
vote may be "WITHHELD" with respect to one or more of the nominees. If you
sign your proxy card or broker voting instruction card with no further
instructions, your shares will be voted in accordance with the
recommendation of the Board ("FOR" all of the Company's nominees to the
Board and in the discretion of the proxy holders on any other matters that
properly come before the meeting), except that common shares you hold in the
Retirement Savings Plan or the Savings and Security Plan will be voted by
the trustees of such plans in proportion to the way other plan participants
vote their shares.

Q: WHAT IS THE VOTING REQUIREMENT TO APPROVE EACH OF THE PROPOSALS?

A: In the election of directors, the three persons receiving the highest number
of "FOR" votes will be elected. If you are a beneficial owner and do not
provide the shareholder of record with voting instructions, your shares may
constitute broker non-votes, as described in "What is the quorum requirement
for the meeting?" below. In tabulating the voting result for any particular
proposal, shares that constitute broker non-votes are not considered
entitled to vote on that proposal.

Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING INSTRUCTION
CARD?

A: It means your shares are registered differently or are in more than one
account. Please provide voting instructions for all proxy and voting
instruction cards you receive.

Q: WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?

A: We will announce preliminary voting results at the meeting and publish final
results in our quarterly report on Form 10-Q for the second quarter of
fiscal year 2001.

Q: WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE MEETING?

A: Other than the proposal described in this Proxy Statement, we do not expect
any matters to be presented for a vote at the Annual Meeting. If you grant a
proxy, the persons named as proxy holders, James D. Kiggen, Karen M. Hoguet
and John M. Zrno, will have the discretion to vote your shares on any
additional matters properly presented for a vote at the meeting. If for any
unforeseen reason any of our nominees is not available as a candidate for
director, the persons named as proxy holders will vote your proxy for such
other candidate or candidates as may be nominated by the Board of Directors.

Q: WHAT CLASSES OF SHARES ARE ENTITLED TO BE VOTED?

A: Each common share and each 6 3/4% Cumulative Convertible Preferred Share
outstanding as of the close of business on the Record Date is entitled to
vote on all items being voted upon at the Annual Meeting. You are entitled
to one vote for each common share and for each 6 3/4% Cumulative Convertible
Preferred Share you own on the Record Date. The 6 3/4% Cumulative
Convertible Preferred Shares vote with the common shares as one class on the
proposal described in this Proxy Statement. On the Record Date, we had
approximately 217,843,653 common shares and 155,250 6 3/4% Cumulative
Convertible Preferred Shares issued and outstanding.

Q: WHAT IS THE QUORUM REQUIREMENT FOR THE MEETING?

A: The quorum requirement for holding the meeting and transacting business is a
majority of the shares of common and preferred shares issued and outstanding
and entitled to vote at such meeting. However, no action that either the
law, the Company's Amended Articles of Incorporation or the Company's
Amended Regulations, requires authorization by a designated proportion of
the shares of common and/or preferred shares may be authorized or taken by a
lesser proportion. Both abstentions and broker non-votes are counted as
present for the purpose of determining the presence of a quorum.

Abstentions are also counted as shares present and entitled to be voted.
Broker non-votes, however, are not counted as shares present and entitled to
be voted with respect to the matter on which the broker has expressly not
voted. Thus, broker non-votes will not affect the outcome of any of the
matters being voted upon at the meeting. Generally, broker non-votes occur
when shares held by a broker for a beneficial owner are not voted with
respect to a particular proposal because (1) the broker has not received
voting instructions from the beneficial owner, and (2) the broker lacks
discretionary voting power to vote such shares.

Q: WHO WILL COUNT THE VOTES?

A: A representative of The Fifth Third Bank, Broadwing's transfer agent and
registrar, will tabulate the votes and act as the inspector of election.

Q: IS MY VOTE CONFIDENTIAL?

A: Proxy instructions, ballots and voting tabulations that identify individual
shareholders are handled in a manner that protects your voting privacy. Your
vote will not be disclosed either within Broadwing or to third parties
except (1) as necessary to meet applicable legal requirements, (2) to allow
for the tabulation of votes and certification of the vote, or (3) to
facilitate a successful proxy solicitation by our Board. Occasionally,
shareholders provide written comments on their proxy card, which are then
forwarded to Broadwing's management.

Q: WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE MEETING?

A: Broadwing is making this solicitation and will pay the entire cost of
preparing, assembling, printing, mailing and distributing these proxy
materials. If you choose to access the proxy materials and/or vote over the
Internet, however, you are responsible for Internet access charges you may
incur. In addition

to the mailing of these proxy materials, the solicitation of proxies or
votes may be made in person, by telephone or by electronic communication by
our directors, officers and employees, who will not receive any additional
compensation for such solicitation activities. We also have hired
Georgeson & Company Communications Inc. to assist us in the distribution of
proxy materials and the solicitation of votes. We will pay Georgeson &
Company Communications Inc. a fee of $10,000 plus expenses for these
services. We will also reimburse brokerage houses and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses for
forwarding proxy and solicitation materials to shareholders.

Q: WHAT PERCENTAGE OF THE COMPANY'S ISSUED AND OUTSTANDING SHARES OF VOTING
STOCK DO OUR DIRECTORS AND OFFICERS OWN?

A: Our directors and officers own approximately 2.3% of our voting stock as of
the Record Date. See page 14 for more details.

Q: DO ANY OF OUR SHAREHOLDERS HOLD MORE THAN 5% OF THE ISSUED AND OUTSTANDING
SHARES OF ANY CLASS OF THE COMPANY'S VOTING STOCK?

A: As of the Record Date, no single shareholder owned more than 5% of the issued
and outstanding shares of the Company's voting stock.

Q: WHAT IS HOUSEHOLDING?

A: Householding is a process that allows the Company to reduce costs and
increase efficiencies by mailing only one copy of Company communications,
such as this Proxy Statement, to multiple shareholders who reside at the
same household mailing address. If you and other shareholders at the same
householding address are currently receiving only one copy of Company
communications at your mailing address, but would like to receive separate
copies, please see the instructions on page 29. If you and other
shareholders at the same mailing address are currently receiving multiple
copies of Company communications, but would like to participate in our
Householding program, please see the instructions on page 29.

BOARD STRUCTURE AND COMPENSATION

GENERAL INFORMATION

Our Board currently has 12 directors and the following four committees:
(1) Audit and Finance, (2) Compensation, (3) Executive, and (4) Governance and
Nominating. The members and function of each committee are described below.
During fiscal year 2000, the Board held seven meetings and each director
attended at least 89% of all Board and applicable committee meetings.

GOVERNANCE &
NAME OF DIRECTOR AUDIT & FINANCE COMPENSATION EXECUTIVE NOMINATING
---------------- --------------- ------------ --------- ------------

NON-EMPLOYEE DIRECTORS
Phillip R. Cox.............................. X X
J. Taylor Crandall.......................... X
William A. Friedlander...................... X * X X
Karen M. Hoguet............................. X
James D. Kiggen............................. X * X *
John T. LaMacchia........................... X
Daniel J. Meyer............................. X X
Mary D. Nelson.............................. X
Carl Redfield............................... X
David B. Sharrock........................... X * X
John M. Zrno................................ X

EMPLOYEE DIRECTORS
Richard G. Ellenberger...................... X

Number of Meetings in Fiscal Year 2000...... 4 5 4 2

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X = Committee member; * = Chair

COMMITTEES OF THE BOARD

AUDIT AND FINANCE COMMITTEE: The Audit and Finance Committee consists of
four persons, none of whom is an officer. The committee oversees the Company's
financial reporting process, evaluates the adequacy of the Company's internal
controls, reviews the Company's compliance with federal, state and local laws
and regulations, and monitors the legal and ethical conduct of Company
management and employees. In addition, the committee reviews the Company's
financial affairs, including its capital structure, borrowing limits, financing
of corporate acquisitions and the performance of its benefit plans.

Pursuant to Securities and Exchange Commission regulations, effective
December 15, 2000, the audit committee of every company subject to the
Securities Exchange Act of 1934 is required to have a written charter, which
must be filed as an exhibit to its proxy statement once every three years. In
2000 the Board of Directors adopted a written charter for the Audit and Finance
Committee and the Company attached the written charter as an exhibit to its 2000
proxy statement dated March 21, 2000.

COMPENSATION COMMITTEE: The Compensation Committee consists of five
persons, none of whom is an officer. The committee reviews the Company's
executive compensation and employee benefit plans and programs, including their
establishment, modification and administration.

EXECUTIVE COMMITTEE: The Executive Committee consists of four persons, two
of whom are officers. The committee acts on behalf of the Board in certain
matters when necessary during the intervals between Board meetings.

GOVERNANCE AND NOMINATING COMMITTEE: The Governance and Nominating
Committee consists of five persons, one of whom is an officer. The committee
recommends nominees for the election of directors and officers, monitors the
performance of the other Board committees, and informs the Board of shareholder
concerns.

DIRECTOR COMPENSATION ARRANGEMENTS

COMPENSATION FOR EMPLOYEE DIRECTORS

Directors who are also employees of the Company (or any subsidiary of the
Company) receive no additional compensation for serving on the Board or its
committees other than their normal salaries.

GENERAL COMPENSATION RULES FOR NON-EMPLOYEE DIRECTORS

Directors who are not employees of the Company or any subsidiary of the
Company ("non-employee directors") received a $16,000 annual retainer and $1,000
for each Board and committee meeting attended. Also, in 2000 the chairpersons of
the Audit and Finance Committee and the Compensation Committee were paid an
additional $3,000.

In lieu of the annual retainer and individual meeting fees, Mr. Kiggen, as
Chairman of the Board, received for 2000 a fee of $300,000 and supplemental
medical insurance, the cost of which was approximately $1,200.

EFFECT OF DIRECTORS DEFERRED COMPENSATION PLAN ON COMPENSATION OF
NON-EMPLOYEE DIRECTORS

The Broadwing Inc. Deferred Compensation Plan for Outside Directors (the
"Directors Deferred Compensation Plan") allows each non-employee director of the
Company to choose to defer receipt of all or a part of his or her director fees
and annual retainers and to have such deferred amounts credited to an account of
the director under the plan. Such account is also credited with assumed interest
on such amounts, compounded quarterly at the end of each calendar quarter, at a
rate equal to the average interest rate for ten-year United States Treasury
notes for the previous quarter. A non-employee director is fully vested at all
times in the amounts of the director fees and annual retainers that are credited
to his or her account under the plan.

Each person who was a non-employee director of the Company on January 1,
2000 also had his or her account under the Directors Deferred Compensation Plan
credited on such date with an amount equal to the value of 1,500 common shares.
A non-employee director will be vested in the amounts credited to his or her
account under the plan only if he or she completes at least five years of active
service as a non-employee director of the Company (with a fraction of a year of
service as a non-employee director being rounded up or down to the nearest whole
year).

Except as is noted below, in the event of a change in control of the
Company, when a non-employee director of the Company terminates his or her
position as such a director, the vested amounts then credited to his or her
account under the Directors Deferred Compensation Plan (including certain
amounts credited prior to 1998 or attributable to pre-1998 credits) are paid to
him or her (or, in the case of his or her death, to a beneficiary of such
non-employee director) in a lump sum payment of stock or in annual installments
of stock (up to ten such installments), as the director may elect under the
provisions of the plan. However, if a change in control of the Company (as such
term is defined in the Directors Deferred Compensation Plan) occurs prior to the
non-employee director terminating his or her position as a director of the
Company, the amounts credited to his or her account are generally fully vested
without regard to the forfeiture provisions noted in the preceding paragraph of
this discussion or otherwise provided in the plan, and such amounts are
generally paid to the non-employee director in one lump sum payment of stock as
of the day next following the date on which the change in control occurs.

Until paid, all amounts credited to a non-employee director's account under
the Directors Deferred Compensation Plan are not funded or otherwise secured,
and all payments under the plan are made from the general assets of the Company
and its subsidiaries.

EFFECT OF DIRECTORS STOCK OPTION PLAN ON COMPENSATION OF NON-EMPLOYEE
DIRECTORS

The Company grants its non-employee directors stock options to purchase
common shares under the Broadwing Inc. 1997 Stock Option Plan for Non-Employee
Directors (The 1997 Stock Option Plan for Non-Employee Directors, together with
certain predecessor non-employee director stock option plans of the Company, the
"Directors Stock Option Plan"). Pursuant to the current terms of such plan, each
non-employee director is granted:

- a stock option for 25,000 common shares on the first day of his or her
term of office as a director and

- a stock option for 9,000 common shares on the date of each annual meeting,
if such director first became a non-employee director before the date of
such annual meeting and continues in office as a non-employee director
after such meeting.

Each stock option granted a non-employee director under the Directors Stock
Option Plan requires that the price to be paid upon the exercise of such option
for the Common Shares that are subject to the option will equal 100% of the fair
market value of such shares (as determined at the time the option is granted).

OTHER COMPENSATION FOR NON-EMPLOYEE DIRECTORS

The Company also provides its non-employee directors with certain
telecommunications services. The cost of such services was approximately $668.00
per non-employee director in 2000.

ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)

The Board of the Company presently consists of twelve members, two of whom
are officers of the Company. The Company's Amended Articles of Incorporation
provides for the directors to be divided into three classes. At each annual
meeting of shareholders, directors constituting a class are elected for
three-year terms. The terms of the Class II directors expire in 2001. The terms
of the four directors in Class III expire in 2002. The terms of the four
directors in Class I expire in 2003. The directors of each class will serve
until their respective successors are elected and qualified.

The Board has nominated Phillip R. Cox, William A. Friedlander and John J.
Zrno, all of whom are incumbent directors, as Class II directors, to serve until
the 2004 annual meeting of shareholders. Information regarding the business
experience of each nominee is provided below.

On December 13, 2000, the Board passed a resolution increasing the size of
the Board to twelve members, and appointed Carl Redfield as a Class I member of
the Board.

John T. LaMacchia will retire from the Board, effective at the close of the
2001 Annual Meeting. On February 5, 2001, the Board passed a resolution setting
the size of the Board at eleven members following Mr. LaMacchia's retirement.

Pursuant to an Investment Agreement dated July 21, 1999 between the Company
and Oak Hill Capital Management, Inc., as long as Oak Hill and its affiliated
entities hold at least two-thirds of the common shares issued or issuable upon
conversion of $400,000,000 of convertible subordinated debentures of the
Company, Oak Hill has the right to designate one director. Mr. J. Taylor
Crandall is currently the designee of Oak Hill and is serving as a Class III
director.

The shares represented by the accompanying form of proxy will be voted for
the election of the Class II director nominees, unless contrary instructions are
indicated as provided on the proxy card. (If you do not wish your shares to be
voted for particular nominees, please so indicate on the proxy card, or if
voting over the Internet or telephone follow the voting instructions provided to
you.) If one or more of the nominees should at the time of the meeting be
unavailable or unable to serve as a candidate, the shares represented by the
proxies will be voted to elect the remaining nominees and any substitute nominee
or nominees designated by the Board. The Board knows of no reason why any of the
nominees will be unavailable or unable to serve.

OUR RECOMMENDATION

THE THREE DIRECTOR NOMINEES WHO RECEIVE THE GREATEST NUMBER OF VOTES WILL BE
ELECTED TO THE BOARD OF DIRECTORS. VOTES AGAINST A CANDIDATE, ABSTENTIONS AND
BROKER NON-VOTES WILL HAVE NO LEGAL EFFECT. THE BOARD RECOMMENDS ELECTION OF
EACH OF THE NOMINEES.

For each director of the Company, including those nominated for election,
there follows a brief listing of principal occupation during at least the past
five years, other major affiliations and age on the date of this Proxy
Statement.

NOMINEES FOR CLASS II DIRECTORS
(TERMS EXPIRE IN 2004)

Phillip R. Cox Mr. Cox has been President and Chief Executive Officer of
[PHOTO] Cox Financial Corporation (a financial planning services
company) since 1972. He is a director of Federal Reserve
Bank of Cleveland, Cinergy Corp., BDM International,
Touchstone Mutual Funds, PNC Bank, Ohio, N.A., and Long
Stanton Manufacturing Company. Director since 1993. Age 54.

William A. Friedlander
Mr. Friedlander has been Chairman of Bartlett & Co. (a
[PHOTO] registered investment advisor) since 1989; He was Bartlett &
Co.'s Chief Executive Officer from 1966-1989. He is a
director of The Union Central Life Insurance Company and
Center Bank. Director since 1986. Age 68.

John M. Zrno
Mr. Zrno is retired. He was President and Chief Executive
[PHOTO] Officer of IXC Communications, Inc. from June 1999-November
1999. He served as President and Chief Executive Officer of
ALC Communications Corporation from 1988-1995. Director
since 1999. Age 62.

CLASS I DIRECTORS
(TERMS EXPIRE IN 2003)

Richard G. Ellenberger Mr. Ellenberger has been President and Chief Executive
[PHOTO] Officer of the Company since March 1, 1999; Chief Operating
Officer of the Company since July 1, 1998; President and
Chief Executive Officer of Cincinnati Bell Telephone Company
from 1997-1998; and Chief Executive Officer of Broadwing
Communications Inc. since November 9, 1999. He served as
Chief Executive Officer of XLConnect from 1996-1997. He
served as President, Business Services of MCI
Telecommunications, from 1995-1996; Senior Vice President,
Worldwide Sales of MCI Telecommunications, 1994-1995; Senior
Vice President, Branch Operations of MCI Telecommunications,
1993-1994; and Vice President, Southeast Region of MCI
Telecommunications, 1992-1993. He is a director of Ineto,
Inc. Director since 1998. Age 48.

Karen M. Hoguet
Ms. Hoguet is Chief Financial Officer and Senior Vice
[PHOTO] President of Federated Department Stores, Inc. (owner and
operator of retail department stores). She has served as a
Senior Vice President since 1991; as Treasurer from
1992-1999; and as Chief Financial Officer since 1997.
Director since 1999. Age 44.

Carl Redfield
Mr. Redfield has been Senior Vice President of Worldwide
[LOGO] Manufacturing/ Logistics, Cisco Systems, Inc. since 1999;
Vice President, Manufacturing/ Logistics of Cisco Systems,
Inc., 1993-1999. Before that, he served as Senior Director,
Manufacturing/Logistics Personal Computer Division, Digital
Equipment Corporation, from 1975-1993. He is a director of
CEC Communications, iBasis, and VA Linux Systems. Director
since 2000. Age 54.

David B. Sharrock
Mr. Sharrock has been a consultant since 1994. Prior to
[PHOTO] that, he served as Executive Vice President and Chief
Operating Officer of Marion Merrell Dow Inc. (a researcher,
manufacturer and seller of pharmaceutical products) from
1989-1993. He served as President and Chief Operating
Officer of Merrell Dow Pharmaceuticals Inc. from 1988-1989.
He is a director of Interneuron Pharmaceuticals Inc., Incara
Pharmaceutical, Inc. and Praecis Pharmaceutical, Inc.
Director since 1987. Age 64.

CLASS III DIRECTORS
(TERMS EXPIRE IN 2002)

J. Taylor Crandall Mr. Crandall is Managing Partner of Oak Hill Capital
[PHOTO] Management, Inc. and Chief Operating Officer of Keystone. He
is a director of the American Skiing Company, Grove
Worldwide, L.L.C., IP Wireless, Oreck Corporation, Sunterra
Corporation, U.S. Oncology Inc. and Washington Mutual, Inc.
He serves on the Board of Advisors of Oak Hill Capital
Partners and Oak Hill Strategic Partners, L.P. He is a
member of Investment Committees of Insurance Partners, L.P.
and Brazos Fund, L.P.; and a member of the Advisory
Committees of Boston Ventures Limited Partnership V and B-K
Capital Partners, L.P. Director since 1999. Age 47.

James D. Kiggen
Mr. Kiggen has served as Chairman of the Board of the
[PHOTO] Company since January 1, 1999. Prior to that, he was
Chairman of the Board of Xtek, Inc. (manufacturer of
engineered steel products for heavy industry) from
1985-1999; He served as a director of Xtek, Inc. from
1999-2000; as Chief Executive Officer of Xtek, Inc. from
1981-1998; and as President of Xtek, Inc. from 1979-1995. He
is a director of Fifth Third Bancorp and its subsidiary, The
Fifth Third Bank, and The United States Playing Card
Company. Director since 1983. Age 69.

Daniel J. Meyer
Mr. Meyer is Chairman and Chief Executive Officer of
[PHOTO] Milacron, Inc. (a manufacturer of metal working and plastics
processing machinery and systems) He served as President of
Milacron, Inc. from 1998-1999; as its Chairman since 1991;
and as its Chief Executive Officer since 1990. He is a
director of The E.W. Scripps Company, AK Steel Corporation
and Hubbell Incorporated. Director since 1999. Age 64.

Mary D. Nelson
Mrs. Nelson is retired. She served as President of Nelson &
[PHOTO] Co. (consulting actuaries) from 1975-1999. She served as a
director of Blount International, Inc. and its subsidiary,
Blount Inc., from 1986-1999 and is currently a director of
The Union Central Life Insurance Company. Director since
1994. Age 67.

ANY GENERAL STATEMENT THAT INCORPORATES THIS PROXY STATEMENT INTO ANY FILING
UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT OF 1934
SHALL NOT BE DEEMED TO INCORPORATE BY REFERENCE THIS AUDIT AND FINANCE COMMITTEE
REPORT AND RELATED DISCLOSURE. EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY
INCORPORATES SUCH REPORT AND RELATED DISCLOSURE BY REFERENCE, THIS INFORMATION
SHALL NOT OTHERWISE BE DEEMED TO HAVE BEEN FILED UNDER SUCH ACTS.

AUDIT AND FINANCE COMMITTEE REPORT

The Audit and Finance Committee of the Board has reviewed and discussed the
Company's audited financial statements with the management of the Company, and
has obtained a report from management assessing the Company's internal controls.
The Audit and Finance Committee has discussed with PricewaterhouseCoopers LLP,
the Company's independent accountants, the matters required by SAS 61
(Codification of Statements on Auditing Standards, AU Section 380) to be
discussed. The Audit and Finance Committee has also received the written
disclosures and letter from the independent accountants required by Independence
Standards Board Standard No. 1 (Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees), has discussed with
PricewaterhouseCoopers LLP the independence of such independent accounting firm
and has considered the question of whether the auditors' provision of non-audit
services was compatible with the auditors maintaining their independence. In
connection with that discussion, the Company's independent accountants,
PricewaterhouseCoopers LLP, disclosed that for services rendered by
PricewaterhouseCoopers LLP to Broadwing in 2000 they have billed the following
fees and expenses:

Audit Fees for the Calendar Year 2000 Audit
($613,320 billed through December 31, 2000)............... $ 703,320
Financial Information Systems Design
and Implementation Fees................................... $ 0
Tax Compliance and Consulting............................... $ 630,000
Accounting and Regulatory Related Support................... $ 544,183
All Other Fees.............................................. $ 552,971
----------
Total..................................................... $2,430,474

Based on its review and discussions referred to in the preceding paragraph,
the Audit and Finance Committee recommended to the Board that the audited
financial statements for the Company's fiscal year ended December 31, 2000 be
included in the Company's Annual Report on Form 10-K for the Company's fiscal
year ended December 31, 2000.

Each of the members of the Audit and Finance Committee is independent as
defined in Sections 303.01(B)(2)(a) and (3) of the listing standards of the New
York Stock Exchange.

AUDIT AND FINANCE COMMITTEE:
William A. Friedlander, Chairman
Phillip R. Cox
Karen M. Hoguet
Mary D. Nelson

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of common shares and
6 3/4% Cumulative Convertible Preferred Shares as of March 5, 2001 by (i) each
beneficial owner of more than five percent (5%) of either class of stock,
(ii) each director and each executive officer named in the Summary Compensation
Table on page 18, and (iii) all directors and executive officers of the Company
as a group.

Unless otherwise indicated, the address of each director and executive
officer is care of Broadwing at Broadwing's address.

PERCENT OF
SHARES BENEFICIALLY 6 3/4
OWNED AS OF PERCENT OF CUMULATIVE
NAME AND ADDRESS OF BENEFICIAL OWNER TITLE OF CLASS MAR. 5, 2001 COMMON SHARES PREFERRED SHARES
- ------------------------------------ -------------------- ------------------- ------------- ----------------

John F. Cassidy Common 160,790 .07
Phillip R. Cox(a) Common 51,661 .02
J. Taylor Crandall(a) Common 34,000 .02
Richard G. Ellenberger(a) Common 850,056 .39
William A. Friedlander(a)(b)(c) Common 296,949 .14
Karen M. Hoguet(a) Common 44,000 .02
James D. Kiggen(a)(b) Common 133,375 .06
John T. LaMacchia(a)(b) Common 1,140,223 .52
Daniel J. Meyer(a) Common 35,000 .02
Kevin W. Mooney Common 262,198 .12
Mary D. Nelson(a) Common 50,000 .02
Richard S. Pontin Common 182,535 .08
Carl Redfield(a) Common 25,000 .01
David B. Sharrock(a) Common 48,802 .02
Thomas E. Taylor Common 156,925 .07
John M. Zrno(a) Common 847,142 .39
All directors and officers as a
group (consisting of 26 persons,
including those named above) 5,014,086 2.3

- ------------------------

(a) Includes common shares subject to outstanding options under the
Broadwing Inc. 1997 Long Term Incentive Plan and the Directors Stock Option
Plan which are exercisable by such individuals within 60 days. The following
options are included in the totals: 567,985 common shares for
Mr. LaMacchia; 49,250 common shares for Mr. Friedlander; 72,300 common
shares for Mr. Kiggen; 48,600 common shares for Mr. Cox; 30,000 common
shares for Mrs. Nelson; 43,000 common shares for Mrs. Hoguet; 42,000 common
shares for Mr. Sharrock; 292,475 common shares for Mr. Ellenberger; 34,000
common shares for Mr. Meyer; 34,000 common shares for Mr. Crandall; 846,820
common shares for Mr. Zrno; and 25,000 common shares for Mr. Redfield.

(b) Includes common shares held directly by the director or officer or by a
person with whom the director or officer has a duty of trust or confidence
such as a spouse, parents, children or sibling, but as to which common
shares the director or officer disclaims beneficial ownership: 14,000 for
Mr. Friedlander; 3,256 for Mr. Kiggen; 15,296 for Mr. LaMacchia; and 8,603
for all others.

(c) Includes 154,500 common shares as to which Mr. Friedlander disclaims
beneficial ownership. Mr. Friedlander has sole investment power as to these
154,500 common shares.

EXECUTIVE COMPENSATION

ANY GENERAL STATEMENT THAT INCORPORATES THIS PROXY STATEMENT INTO ANY FILING
UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT OF 1934
SHALL NOT BE DEEMED TO INCORPORATE BY REFERENCE THIS COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION AND RELATED DISCLOSURE. EXCEPT TO THE EXTENT
THE COMPANY SPECIFICALLY INCORPORATES SUCH REPORT AND RELATED DISCLOSURE BY
REFERENCE, THIS INFORMATION SHALL NOT OTHERWISE BE DEEMED TO HAVE BEEN FILED
UNDER SUCH ACTS.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors administers Broadwing's
executive compensation program. The Compensation Committee, which is composed of
non-employee directors, is responsible for approving and reporting to the Board
on all elements of compensation for the Company's Chief Executive Officer
("CEO") and other executive officers. The Compensation Committee has furnished
the following report on executive compensation for fiscal year 2000.

COMPENSATION PHILOSOPHY

The principles of the executive compensation program established by the
Compensation Committee are that:

- Compensation must be competitive with other companies to attract and
retain high-quality executives;

- A significant portion of executive compensation should be "at risk" and
tied to the achievement of specific short and long term performance
objectives, principally the Company's earnings and the performance of the
Company's common shares, thereby linking executive compensation with the
returns realized by shareholders; and

- Emphasis should be given to the long-term incentive component of each
executive's compensation package, rather than to base salary or annual
incentives.

EXECUTIVE COMPENSATION PRACTICES

The Compensation Committee targets each executive officer's total direct
compensation (base salary, annual incentive compensation and long term incentive
compensation) to be competitive with the revenue adjusted median of the
marketplace, using information from general industry, telecommunications and
high-technology surveys conducted by outside consultants.

COMPONENTS OF EXECUTIVE COMPENSATION

The Company's executive compensation program for executive officers consists
of three components: base salary, annual incentive compensation and long term
incentive compensation.

BASE SALARY. Based on its review of the market data, the Compensation
Committee recommended base salary increases for the named executive officers in
the Summary Compensation Table set forth on page 18 to ensure equity with the
market, reflect the assumption of increased responsibilities and, where
appropriate, reflect an analysis of each executive officer's individual
performance. The salaries of Messrs. Ellenberger, Mooney, Cassidy, Pontin and
Taylor appear in the "Summary Compensation Table" on page 18.

ANNUAL INCENTIVE. The Company's Short Term Incentive Plan, in which all of
the above-named executives participated, was one of the means by which the
Compensation Committee encouraged the Company's management to enhance
shareholder value. As in the case of base salary, short-term award targets under
this plan for 2000 were benchmarked against market data. For
Messrs. Ellenberger, Mooney, Pontin and Taylor to have received a short-term
award, the Company must have achieved certain levels of

"earnings before interest, taxes, depreciation & amortization" ("EBITDA") and
revenue. The short-term award for Mr. Cassidy was based on various objectives
set throughout the year as his positions and responsibilities changed. In
addition, a portion of each executive officer's short-term award was based on
individual performance.

LONG TERM INCENTIVES. The Company's executive compensation program
currently includes stock options, restricted stock and performance unit awards,
which are described below and are intended to more closely align the interests
of the Company's executive officers with those of the Company's shareholders.

In the discretion of the Compensation Committee, the Company awards stock
options for the purchase of common shares under the Company's Long Term
Incentive Plan.

The present value of the stock options awarded to executive officers has
generally been targeted by the Compensation Committee to represent approximately
two-thirds of the present value of the executive's total long-term incentives
(with the present value of performance unit award targets constituting the
remaining one-third). The options granted during 2000 to the named executive
officers are shown in the "Grants of Stock Options in Last Fiscal Year" table on
page 20.

In the discretion of the Compensation Committee, executive officers also
have the opportunity to receive performance unit awards under the Long Term
Incentive Plan. Under the current policies of the Compensation Committee, each
such award generally is, if and when paid, made in a cash payment that is equal
to the value (determined at the time the award is paid) of a certain number of
common shares based on a comparison of the Company's three-year total
shareholder return ("TSR"), including dividends and share price appreciation, to
the TSR of a comparison group for the same period.

In 2000, certain named executive officers were awarded performance units in
accordance with the current policies of the Compensation Committee (as described
above), with the performance period applicable to each such award being the
three-year period that ends on December 31, 2002. The awards are shown in the
"Performance Unit Awards Under Long Term Incentive Plan Awards--Last Fiscal
Year" table on page 21.

RESTRICTED STOCK. The Compensation Committee has, in addition to the stock
options and performance unit awards, also granted restricted stock to named
executive officers.

Each grant of restricted stock generally provides the executive officer with
a certain number of common shares that are subject to forfeiture if the
executive fails to continue to be employed by the Company or its subsidiaries
for a certain number of years (unless such termination is by reason of the
executive's death or disability or after a change in control of the Company has
occurred). The Compensation Committee can waive restrictions on any restricted
stock awarded.

The restricted stock grants to each of the named executives for 2000 are
shown in the "Summary Compensation Table" on page 18.

STOCK OWNERSHIP GUIDELINES. To further align the interests of the executive
officers and the Company's shareholders, the Compensation Committee has
established common shares ownership guidelines for its executive officers. The
guidelines provides that the Chief Executive Officer is expected to own common
shares having a value of approximately three times his or her base salary. Other
executive officers are expected to own common shares having a value of
approximately one and one-half times their base salary. Executives are given a
reasonable amount of time to satisfy these guidelines.

COMPENSATION LIMITATION. Section 162(m) of the Internal Revenue Code (the
"Code") generally limits the available deduction to the Company for compensation
paid to any of the Company's named executives to $1,000,000, except for
performance-based compensation that meets certain technical requirements.
However, compensation decisions will continue to be based primarily on the
extent to which

performance goals have been achieved and on whether awards under such plans
provide proper incentives to the Company's executives to further the goals of
the Company.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

Mr. Ellenberger served in the capacity of President and CEO during 2000.
Based upon the actual EBITDA and revenue results and evaluation of his personal
performance, Mr. Ellenberger received the base salary and annual bonus shown in
the Summary Compensation Table on page 18. In January 2000, he received options
to purchase common shares as shown on page 20. In December 2000,
Mr. Ellenberger received a restricted stock grant as shown in the Summary
Compensation Table.

Compensation Committee:

David B. Sharrock, Chairman Daniel J. Meyer
J. Taylor Crandall Carl Redfield
Phillip R. Cox

EXECUTIVE COMPENSATION

The following table shows the compensation of the Chief Executive Officer
and the other four most highly compensated executive officers of the Company or
any of its subsidiaries for services to the Company and its subsidiaries in all
capacities during fiscal year 2000, as well as their compensation for each of
the fiscal years ending December 31, 1999 and December 31, 1998.
Mr. Ellenberger served as a director of the Company but received no separate
compensation in that capacity.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
-----------------------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ---------------------------- ----------
----------------------------------- SECURITIES LONG-TERM
OTHER ANNUAL RESTRICTED UNDERLYING INCENTIVE
SALARY BONUS COMPENSATION STOCK AWARD OPTIONS PAYOUTS
NAME AND PRINCIPAL POSITION YEAR $ $ $ ($) ($) (#)
--------------------------- -------- -------- -------- ------------- ------------- ------------ ----------

Richard G. Ellenberger 2000 $700,000 $610,000 (b) $ 800,000(c) 98,100 $ 0
President and Chief 1999 $550,000 $576,000 (b) $5,025,000(d) 2,028,000 $ 0
Executive Officer 1998 $345,000 $293,490 (b) $ 436,407(e) $ 54,400(f) $167,567
Kevin W. Mooney 2000 $320,000 $320,000 (b) $ 410,000 $ 20,000 $ 0
Executive Vice President and 1999 $226,640 $240,000 (b) $ 837,500(g) 815,700 $ 0
Chief Financial Officer 1998 $201,530 $139,146 (b) $ 197,325(h) 20,000(f) $ 0
John F. Cassidy 2000 $274,615 $340,000 (b) $ 400,000 415,000 $ 0
President--Cincinnati Bell 1999 $205,570 $297,550 (b) $ 670,000(g) 277,300 $ 0
1998 $169,396 $282,700 (b) $ 0 12,000(f) $ 0
Richard S. Pontin 2000 $300,000 $350,000 (b) $ 400,000 25,000 $ 0
President and Chief Operating 1999 $190,320 $208,000 (b) $1,190,375(i) 669,900 $ 0
Officer--Broadwing 1998 -- -- -- -- -- --
Communications Services Inc.
Thomas E. Taylor 2000 $225,000 $110,000 (b) $ 245,000 20,000 $ 0
Secretary and General 1999 $205,000 $119,000 (b) $ 837,500(g) 118,750 $ 0
Counsel 1998 $197,144 $131,048 (b) $ 0 20,000(f) $ 0

ALL OTHER
COMPENSATION
NAME AND PRINCIPAL POSITION ($) (A)
--------------------------- -------------

Richard G. Ellenberger $ 6,832
President and Chief $ 0
Executive Officer $ 0
Kevin W. Mooney $17,631
Executive Vice President and $ 6,400
Chief Financial Officer $ 6,400
John F. Cassidy $ 6,282
President--Cincinnati Bell $ 4,000
$ 6,400
Richard S. Pontin $17,246
President and Chief Operating $ 1,820
Officer--Broadwing --
Communications Services Inc.
Thomas E. Taylor $11,367
Secretary and General $ 8,174
Counsel $ 6,400

(a) Represents Company contributions to defined contribution savings plans and
to the Executive Deferred Plan described on page 23.

(b) Does not include the value of perquisites and other personal benefits
because the total amount of such compensation, if any, does not exceed the
lesser of $50,000 or 10% of the total amount of the annual salary and bonus
for the individual for the year.

(c) The Company awarded Mr. Ellenberger 32,570 common shares, 50% vesting on
December 13, 2001 and the remaining 50% on December 13, 2002. The value of
these shares as of December 31, 2000, based on the average of the high and
low price of the common shares on the NYSE on such date, was $754,200.

(d) The Company awarded Mr. Ellenberger 300,000 common shares, of which 25% of
such shares vested on each of December 31, 1999 and December 31, 2000, and
an additional 25% of such shares will vest on each of December 31, 2001 and
2002. The value of these shares as of December 31, 2000, based on the
average of the high and low price of the common shares on the NYSE on such
date, was $6,946,890.

(e) The value of restricted stock holdings as of December 31, 2000 was
$1,138,300 with respect to 25,000 restricted Convergys common shares granted
in connection with the Convergys Spin-Off to all holders of Company
restricted share awards (the "Spin-Off Restricted Shares").

(f) Includes: for Mr. Ellenberger, options to purchase 27,200 common shares and
options to purchase 27,200 Convergys common shares granted in connection
with the Convergys Spin-Off to all holders of Company options (the "Spin-Off
Options"); for Mr. Mooney, options to purchase 10,000 common shares and
10,000 Spin-Off Options; for Mr. Cassidy, options to purchase 6,000 common
shares and 6,000 Spin-Off Options; and for Mr. Taylor, options to purchase
10,000 common shares and 10,000 Spin-Off Options.

(g) The Company awarded to each of Messrs. Mooney and Taylor a restricted stock
grant for 50,000 common shares, 100% vesting on December 31, 2002. As of
December 31, 2000, the value of the 50,000 shares awarded under each such
grant, based on the average of the high and low price of the common shares
on the NYSE on such date, was $1,157,815. Of the 40,000 common shares
awarded to Mr. Cassidy, 25% of such shares vested on December 31, 2000; 25%
of such shares will vest on May 23 of each year during the three-year period
beginning in 2001. The value as of December 31, 2000 of the 40,000 share
grant, based on the average of the high and low price of the common shares
on the NYSE on such date, was $926,252.

(h) Includes, for Mr. Mooney, 15,000 common shares and 15,000 Spin-Off
Restricted Shares. The value of these shares as of December 31, 2000, based
on the average of the high and low price on the NYSE of the common shares,
was $347,345 and $682,980, respectively.

(i) The Company awarded Mr. Pontin 53,500 common shares, 25% vesting on the
first anniversary of the grant and each anniversary thereafter. The value of
these shares as of December 31, 2000, based on the average of the high and
low price of the common shares on the NYSE, on such date, was $1,238,862.

GRANTS OF STOCK OPTIONS IN LAST FISCAL YEAR

The following table shows all individual grants by the Company of stock
options to purchase common shares granted to the named executive officers of the
Company during the fiscal year ended December 31, 2000.

NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS ASSUMED ANNUAL RATES OF STOCK
UNDERLYING GRANTED TO EXERCISE PRICE APPRECIATION FOR OPTION
OPTIONS EMPLOYEES OR TERM(b)
GRANTED IN FISCAL BASE PRICE EXPIRATION -----------------------------
NAME (#)(a) YEAR ($/SH) DATE 5%($) 10%($)
---- ---------- ---------- ---------- ---------- ----------- ------------

Richard G. Ellenberger 98,100(c) 1.692% $35.9688 1/3/10 $2,219,081 $ 5,623,583

Kevin W. Mooney 20,000(c) 0.345% $35.9688 1/3/10 $ 452,412 $ 1,146,500

John F. Cassidy 15,000(c) 0.259% $35.9688 1/3/10 $ 339,309 $ 859,875
400,000(d) 6.899% $23.5313 5/23/10 $5,919,483 $15,001,133

Richard S. Pontin 25,000(c) 0.431% $35.9688 1/3/10 $ 565,515 $ 1,433,125

Thomas E. Taylor 20,000(c) 0.345% $35.9688 1/3/10 $ 452,412 $ 1,146,500

(a) The material terms of the options granted are: grant type, non-incentive;
exercise price, fair market value on grant date; generally exercisable 25%
after one year, an additional 25% after the second year and the remaining
50% after the third year; term of grant, 10 years; except in case of
retirement, disability, death or change in control of the Company, any
unexercisable options are generally cancelled upon termination of
employment.

(b) As required by rules of the Securities and Exchange Commission, potential
values stated are based on the prescribed assumption that the common shares
will appreciate in value from the date of the grant to the end of the option
term (ten years from the date of the grant) at annualized rates of 5% and
10% (total appreciation of 62.8% and 159.3%) resulting in values of
approximately $58.59 and $93.29 for all options expiring on January 3, 2010;
and $38.33 and $61.03 for all options expiring on May 23, 2010. They are not
intended, however, to forecast possible future appreciation, if any, in the
price of the common shares. The total of all stock options granted to
employees, including executive officers, during fiscal 2000 was
approximately 2.7% of the total number of common shares outstanding as of
December 31, 2000. As an alternative to the assumed potential realizable
values stated in the above table, the Securities and Exchange Commission
rules would permit stating the present value of such options at date of
grant. Methods of computing present values suggested by different
authorities can produce significantly different results. Moreover, since
stock options granted by the Company are not transferable to persons other
than family members, there are no objective criteria by which any
computation of present value can be verified. Consequently, the Company's
management does not believe there is a reliable method of computing the
present value of such stock options for proxy disclosure purposes.

(d) Options to purchase common shares granted by the Company in May 2000 in
recognition of Mr. Cassidy's promotion to President of Cincinnati Bell.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

The following table shows aggregate option exercises for common shares in
the last fiscal year by each of the named executive officers and fiscal year-end
values of each such officer's unexercised options at December 31, 2000:

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FY-END (#) FY-END ($) (a)
SHARES ACQUIRED VALUE EXERCISABLE (E)/ EXERCISABLE (E)/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE (U) UNEXERCISABLE (U)
---- --------------- ------------ ---------------------- -----------------------

Richard G. Ellenberger 0 $0 (E) 222,475 (E) 1,570,821
(U) 1,957,825 (U) 11,912,768

Kevin W. Mooney 0 $0 (E) 40,300 (E) 399,159
(U) 824,400 (U) 5,147,728

John F. Cassidy 0 $0 (E) 36,200 (E) 299,100
(U) 676,100 (U) 1,648,147

Richard S. Pontin 0 $0 (E) 24,875 (E) 22,544
(U) 700,025 (U) 3,892,770

Thomas E. Taylor 0 $0 (E) 52,062 (E) 512,410
(U) 126,688 (U) 699,885

(a) On December 31, 2000, the value of a common share on the NYSE (based on the
average of the high and low price of the common shares on such date) was
$23.1563 per share.

PERFORMANCE UNIT AWARDS UNDER LONG TERM INCENTIVE PLAN AWARDS--LAST FISCAL YEAR

The following table provides information concerning performance unit awards
granted to the named executive officers during 2000 under the Long Term
Incentive Plan. Each performance unit is equivalent to a percent, not more than
200%, of the value of a common share, based upon the extent to which the
Company's total shareholder return ("TSR"), which includes dividends and share
price appreciation, for a three-year performance period, compares with a
comparison group mean total shareholder return for the same period. No
performance unit awards will be awarded at the end of the performance period if
the Company's TSR is negative. If the Company's TSR is 80% of the comparison
group mean TSR, 50% of the value of the targeted number of performance units
will be awarded. If the Company's TSR is greater than 80% of the comparison
group mean TSR, up to 200% of the targeted number of performance units will be
awarded, with, for example, 100% being awarded if the Company's TSR is 100% of
the comparison group mean TSR and 200% being awarded if the Company's TSR is
140% of the comparison group mean TSR.

ESTIMATED FUTURE PAYOUTS UNDER NON-
NUMBER OF PERFORMANCE OR OTHER STOCK PRICE-BASED PLANS
SHARES, UNITS OR PERIOD UNTIL MATURATION -----------------------
NAME OTHER RIGHTS (#) OR PAYOUT THRESHOLD (#) TARGET(#) MAXIMUM (#)
---- ---------------- ----------------------- ------------- --------- -----------

Richard G. Ellenberger 50,000 2000-2002 7,925 15,850 31,700

Kevin W. Mooney 3,500 2000-2002 1,600 3,200 6,400

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS

EMPLOYMENT AGREEMENT WITH MR. ELLENBERGER

Effective January 1, 1999, the Company entered into an Employment Agreement
with Mr. Ellenberger which provides for the employment and retention of
Mr. Ellenberger for: a four-year term commencing on January 1, 1999, subject to
automatic one year extensions unless terminated prior to the beginning of the
final year. The Employment Agreement provides for a minimum base salary of
$550,000 per year; a minimum bonus target of $360,000 per year; a grant of
options to purchase 300,000 common shares, which options will become exercisable
as to 75,000 common shares on January 1 of each year commencing January 1, 2000
(this grant was amended to provide that it became exercisable as to the first
75,000 common shares on December 31, 1999 rather than January 1, 2000); a
restricted stock award of 300,000 Common Shares which will vest on December 31,
2002 (this grant was amended to provide that one-fourth of its shares vest on
December 31 of each of 1999, 2000, 2001 and 2002); and annual grants of long
term incentives with a present value of not less than $750,000.

The Employment Agreement provides that, if Mr. Ellenberger's employment
terminates within two years following a change in control of the Company,
Mr. Ellenberger will receive a lump sum payment equal to three times his annual
base salary and bonus target on the date of termination, plus certain continued
medical, dental, vision and life insurance coverages as well as retiree medical
benefits. In the event that the Company terminates Mr. Ellenberger's employment
(other than for cause or disability or within two years of a change in control
of the Company), Mr. Ellenberger will receive a lump sum payment equal to the
greater of (a) two times his base salary rate and bonus target or (b) the base
salary rate and bonus target for the remainder of the term of the Employment
Agreement, plus the medical benefits and retiree medical benefits described
above. In addition, to the extent that Mr. Ellenberger is deemed to have
received an excess parachute payment by reason of a change in control, the
Company shall pay Mr. Ellenberger an additional sum sufficient to pay (i) any
taxes imposed under Section 4999 of the Code plus (ii) any federal, state and
local taxes applicable to any taxes imposed under Section 4999 of the Code.

EMPLOYMENT AGREEMENT WITH MR. MOONEY

Effective January 1, 1999 the Company entered into an Employment Agreement
with Mr. Mooney containing substantially similar terms to those contained in
Mr. Ellenberger's Employment Agreement, except that it provides for: a minimum
base salary of $230,000 per year; minimum bonus target of $105,000 per year; a
grant of options to purchase 30,000 Common Shares for 1999 and an amount to be
determined each year for subsequent years; a restricted stock award of 50,000
Common Shares which will vest on December 31, 2002; and annual grants of long
term incentives with a present value of not less than $130,000.

EMPLOYMENT AGREEMENT WITH MR. CASSIDY

Effective January 1, 1999, the Company entered into an Employment Agreement
with Mr. Cassidy containing substantially similar terms to those contained in
Mr. Ellenberger's Employment Agreement, except that it provides for: a minimum
base salary of $190,000; a minimum bonus target of $70,000; a grant of options
to purchase 30,000 Common Shares for 1999 and an amount to be determined each
year for subsequent years; a restricted stock award of 40,000 Common Shares
which will vest on December 31, 2002; and a supplemental non-qualified pension
in accordance with the following:

If Mr. Cassidy's employment terminates after April 8, 2001 and prior to
April 7, 2006, his non-qualified pension will be equal to that portion of his
accrued pension under the Cincinnati Bell Management Pension Plan which is
attributable to his first five years of service. If his employment terminates on
or after April 8, 2006, his non-qualified pension shall equal that portion of
his accrued pension under the Cincinnati Bell Management Pension Plan that is
attributable to his first ten years of

service. Mr. Cassidy's pension shall be paid to him (or his estate if his
employment terminates by reason of death) within ninety days after the
termination of his employment. In addition, if Mr. Cassidy's employment
terminates within two years after a change of control of the Company, his lump
sum payment will be equal to two times his annual base salary and bonus target
on the date of termination plus certain continued medical, dental, vision and
life insurance coverages as well as retiree medical benefits.

EMPLOYMENT AGREEMENT WITH MR. PONTIN

Effective April 9, 1999, the Company entered into an Employment Agreement
with Mr. Pontin which provides for the employment and retention of Mr. Pontin
for a two year term commencing April 9, 1999, subject to automatic one year
extensions unless terminated prior to the beginning of each subsequent
anniversary of April 9. The other terms and provisions of the Employment
Agreement are substantially similar to those contained in Mr. Ellenberger's
Employment Agreement, except that Mr. Pontin's Employment Agreement provides
for: a minimum base salary of $260,000 per year; a minimum bonus target of
$130,000 per year; a grant of options to purchase 99,500 Common Shares which
options become exercisable as to 24,875 shares on each of April 9, 2000 and
April 9, 2001 and 49,750 shares on April 9, 2002; a restricted stock award of
53,500 shares which vest as to one-fourth of those shares on April 9 of each of
2000, 2001, 2002 and 2003; and if Mr. Pontin's employment terminates within two
years after a change in control, his lump sum payment will be equal to two times
his annual base salary and bonus target plus continued medical, dental, vision
and life insurance coverages as well as retiree medical benefits.

If Mr. Pontin's employment terminates within two years after a change in
control, his lump sum payment will be equal to two times his annual base salary
and bonus target plus continued medical, dental, vision and life insurance
coverages as well as retiree medical benefits.

EMPLOYMENT AGREEMENT WITH MR. TAYLOR

Effective January 1, 1999 the Company entered into an Employment Agreement
with Mr. Taylor containing substantially similar terms to those contained in
Mr. Ellenberger's Employment Agreement, except that it provides for: a minimum
base salary of $205,000 per year; a minimum bonus target of $85,000 per year; a
grant of options to purchase 30,000 Common Shares for 1999 and an amount to be
determined each year for subsequent years; restricted stock award of 50,000
Common Shares which will vest on December 31, 2002; and annual grants of long
term incentives with a present value of not less than $105,000.

EXECUTIVE DEFERRED COMPENSATION PLAN

The Executive Deferred Compensation Plan permits, for any calendar year,
each employee whose base pay and targeted bonus for the immediately preceding
calendar year was at least $150,000 (a "key employee") to defer receipt of up to
75% of his or her base salary, up to 100% of his or her cash bonuses (including
annual incentive awards and cash awards under the Long Term Incentive Plan) and
up to 100% of any common share awards (not including awards of stock options or
restricted stock) provided him or her under the Long Term Incentive Plan. In
addition, any key employee who has received a restricted stock award under the
Long Term Incentive Plan may generally elect to surrender any of the restricted
shares of such award as long as such surrender is at least six months prior to
the date on which the restrictions applicable to such shares would otherwise
have lapsed. For all key employees who participate in the Executive Deferred
Compensation Plan, there is also a Company "match" on the amount of base salary
and cash bonuses deferred under the plan for any calendar year. In general, to
the extent a participating key employee's base salary and cash bonuses for the
applicable year do not exceed a certain annual compensation limit prescribed by
the Code for tax-qualified plans (which limit is $160,000 for 1999 and $170,000
for 2000), the match is 4% of the base salary and cash bonuses deferred by the
employee under the plan. To the extent a participating key employee's base
salary and cash bonuses for the applicable year exceed the appropriate annual
compensation limit, the match is generally equal to the lesser of 66 2/3% of

the base salary and cash bonuses deferred by the key employee under the plan or
4% of the key employee's base salary and cash bonuses for the applicable year
that are in excess of such annual compensation limit.

Amounts deferred or surrendered by any participating key employee under the
Executive Deferred Compensation Plan and any related Company "match" are
credited to the account of the participant under the plan and are assumed to be
invested in various mutual funds or other investments (including common shares)
as designated by the participant; except that any restricted stock that is
surrendered under the plan is generally assumed to be invested in common shares
until at least six months after the date on which the restrictions applicable to
such shares would otherwise have lapsed and that any Common Share awards that
are deferred under the plan are assumed to be invested in common shares.

The accounts under the Executive Deferred Compensation Plan are not funded,
and benefits are paid from the general assets of the Company and its
subsidiaries.

Upon the termination of employment of any participant under the Executive
Deferred Compensation Plan, the amounts then credited to the participant's
account are generally distributed, as so elected by the participant, in two to
ten annual installments (in cash and/or common shares); except that any amounts
credited to his or her account under the plan that are attributable to his or
her surrender of restricted stock (not including amounts that were credited to
such account as assumed cash dividends on such stock) are forfeited if the
restricted stock would have been forfeited at the time of the participant's
termination of employment had such stock not been surrendered under the plan. In
addition, as a special rule, in the event of a change in control of the Company,
all of the amounts then credited under the plan to a participant's account under
the plan are generally paid in a lump sum on the day after the change in
control.

The 2000 "match" for Messrs. Pontin and Taylor under the Executive Deferred
Compensation Plan is reflected in the Summary Compensation Table under the "All
Other Compensation" column. Messrs. Ellenberger, Mooney and Cassidy did not
participate in the Executive Deferred Compensation Plan during 2000.

DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE

All of the named executive officers of the Company participated during 2000
in both the Broadwing Pension Plan (the "Management Pension Plan"), which was
formerly named the Cincinnati Bell Management Pension Plan and is a
tax-qualified defined benefit pension plan, and a non-tax-qualified pension plan
known as the Cincinnati Bell Inc. Pension Program (the "Pension Program");
except that Messrs. Cassidy and Pontin did not participate during 2000 in the
Pension Program.

The basic benefit formula under the Management Pension Plan is a cash
balance formula. Under this formula, each participant has an account to which
pension credits are allocated at the end of each year based upon the
participant's attained age and plan compensation for the year (with such plan
compensation being subject to a maximum legal annual compensation limit, which
limit is $170,000 for each of 2000 and 2001). To the extent that a participant's
plan compensation exceeds the Social Security old age

retirement taxable wage base, additional pension credits are given for such
excess compensation. The following chart shows the annual pension credits which
are given at the ages indicated:

ATTAINED AGE PENSION CREDITS
- ------------------------- ----------------------------------------------------

Less than 30 years 2.50% of total plan compensation plus 2.50% of
excess compensation for 2000
2.75% of total plan compensation plus 2.75% of
excess compensation for 2001
30 but less than 35 years 2.75% of total plan compensation plus 2.75% of
excess compensation for 2000
3.00% of total plan compensation plus 3.00% of
excess compensation for 2001
35 but less than 40 years 3.25% of total plan compensation plus 3.25% of
excess compensation for 2000
3.50% of total plan compensation plus 3.50% of
excess compensation for 2001
40 but less than 45 years 4.00% of total plan compensation plus 4.00% of
excess compensation for 2000
4.25% of total plan compensation plus 4.25% of
excess compensation for 2001
45 but less than 50 years 5.25% of total plan compensation plus 5.25% of
excess compensation for each of 2000 and 2001
50 but less than 55 years 6.50% of total plan compensation plus 6.50% of
excess compensation for each of 2000 and 2001
55 or more years 8.00% of total plan compensation plus 8.00% of
excess compensation for each of 2000 and 2001

A participant's account under the Management Pension Plan is also generally
credited with assumed interest for each calendar year at a certain interest
rate. Such interest rate is 7.75% per annum for 2000 and 2001 with respect to a
participant while he or she is still employed by the Company or a Company
subsidiary and 3.5% (or 4% if a participant elects out of a pre-retirement death
benefit) for a participant while he or she is not so employed. (In the case of a
participant who was a participant in the Management Pension Plan on
December 31, 1993 or who has benefits transferred from other plans to the
Management Pension Plan, the participant's account also was credited with
pension credits equivalent to the participant's accrued benefit on that date or
when such benefits are transferred, as the case may be.)

After retirement or other termination of employment, a participant under the
Management Pension Plan is entitled to elect to receive a benefit under the plan
in the form of a lump sum payment or as an annuity, generally based on the
balance credited to the participant's cash balance account under the plan when
the benefit begins to be paid (but also subject to certain transition or special
benefit formula rules in certain situations).

Under the Pension Program, each current active participant's pension at
retirement, if paid in the form of a single life annuity, generally will be an
amount equal to the difference between 50% of the participant's average monthly
compensation (for the 36-month period that occurs during the 60-month period
preceding retirement that produces the highest compensation amount) and the sum
of the participant's benefits payable under the Management Pension Plan
(including for this purpose amounts which are intended to supplement or be in
lieu of benefits under the Management Pension Plan) and Social Security
benefits. Also, there is a reduction in such pension amount of 2.5% for each
year by which the sum of the participant's years of age and years of service at
retirement total less than 75, and no benefits are payable if the participant
terminates employment (other than by reason of his or her death) prior to
attaining age 55 and completing at least 10 years of service credited for the
purposes of the plan.

As a participant under the Pension Program, if Mr. Ellenberger continues in
employment and retires at age 65, his estimated single life annuity annual
pension amounts under both the Management Pension Plan and the Pension Program
combined, prior to deduction for Social Security benefits and assuming his
annual compensation for all years subsequent to 2001 will be the same as his
targeted compensation for 2001, would be $655,000. Since Mr. Ellenberger is
currently age 48 with four years of service, his annual pension amount may be
reduced if he retires prior to age 65.

EFFECT OF CHANGE IN CONTROL ON CERTAIN EXECUTIVE COMPENSATION PLANS

Under the Long Term Incentive Plan, in the event of a change in control, all
outstanding stock options will become immediately exercisable, all restrictions
applicable to restricted stock awards will lapse and a pro rata portion of all
accrued incentive awards will be paid in cash. Under the Executive Deferred
Compensation Plan, the present value of all deferred amounts will be paid in
cash in the event of a change in control. The present values of all accrued
unfunded benefits under the Management Pension Plan and the Pension Program will
be funded within five days after a change in control.

STOCK PERFORMANCE GRAPH

The graph below shows the cumulative total shareholder return assuming the
investment of $100 on the date specified (and the reinvestment of dividends
thereafter) in each of (i) the Company's common shares (ii) the S&P
500-Registered Trademark- Stock Index, and (iii) the Network/Telephone Peer
Group (the "Network Telecom Peer Group").

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

CUMULATIVE TOTAL RETURN
Based upon an initial investment of $100 on December 31, 1995
with dividends reinvested

DEC-95 DEC-96 DEC-97 DEC-98 DEC-99 DEC-00

Broadwing Inc. $100 $179 $183 $226 $511 $316
S&P 500(0) $100 $123 $164 $211 $255 $232
Network Telecomm
Peer Group $100 $102 $142 $211 $234 $201

SOURCE: GEORGESON SHAREHOLDER COMMUNICATIONS INC.

The Network Telecom Peer Group consists of ALLTEL Corp., Ameritech
Corp.(thru 3Q99), Bell Atlantic Corp., BellSouth Corp., Frontier Corp. (thru
2Q99), Global Crossing Ltd. (since 4Q98), GTE Corp., Level 3 Communications
Inc., NYNEX Corp. (thru 2Q97), Pacific Telesis Group (thru 1Q97), Qwest
Communications Intl. Inc.(since 3Q97), SBC Communications Inc., Southern New
England Telecommunications Corp. (thru 3Q98), Sprint Corp., U S West, Inc. (thru
2Q00) and Williams Communications Group.

OTHER MATTERS

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements including
statements containing the words "believes," "anticipates," "expects," "intends"
and words of similar import. These statements involve known and unknown risks
and uncertainties that may cause our actual results or outcomes to be materially
different from those anticipated and discussed herein. Important factors that we
believe might cause such differences include those specific risks that are
discussed in this Proxy Statement and in the Risk Factors detailed in the
Company's previous filings with the Securities and Exchange Commission. In
assessing forward-looking statements contained herein, shareholders are urged to
read carefully all cautionary statement in this Proxy Statement and in those
other filings made by the Company with the Commission.

CERTAIN TRANSACTIONS

In connection with the Company's 1999 merger with IXC Communications, Inc.
(now known as Broadwing Communications Inc.), pursuant to an Investment
Agreement, dated July 21, 1999, among the Company and Oak Hill Capital
Management, Inc. and its affiliated entities, Oak Hill purchased $400,000,000 of
convertible subordinated debentures of the Company. The debentures are
convertible at the option of Oak Hill at any time into common shares at a price
of $29.89 per share. Pursuant to the Investment Agreement, as long as Oak Hill
and its affiliated entities hold at least two-thirds of the common shares issued
or issuable upon conversion of the $400,000,000 of convertible subordinated
debentures, Oak Hill has the right to designate one director. Mr. J. Taylor
Crandall is currently the designee of Oak Hill on the Board of Directors of the
Company. The Investment Agreement resulted from arms-length negotiations between
the Company and Oak Hill.

SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who own more than 10% of
a registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York and Cincinnati Stock Exchanges. Directors, executive officers
and greater than 10% shareholders are required by regulations of the Securities
and Exchange Commission to furnish the Company with copies of all Section 16(a)
reports they file. Such reports are filed on Forms 3, 4 and 5 under the Exchange
Act. Based solely on its review of the copies of such forms received by it, the
Company believes that, during the period commencing January 1, 2000 and ending
December 31, 2000, all such persons complied on a timely basis with the filing
requirements of Section 16(a), with the exception of Mr. Smith, who reported one
transaction on a Form 4 filed in June, 2000 which should have been reported
earlier on his Form 5 for fiscal 1999, and Mr. Redfield, who filed a Form 3 four
days late.

SHAREHOLDER PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING

Shareholder proposals intended for inclusion in next year's Proxy Statement
should be sent to Jeffrey C. Smith, Secretary, Broadwing Inc., 201 East Fourth
Street, P.O. Box 2301, Cincinnati, Ohio 45201, and must be received by
November 23, 2001. Any such proposal must comply with Rule 14a-8 promulgated by
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended. Any shareholder who intends to propose any other matter to
be acted upon at the 2002 annual meeting of shareholders without inclusion of
such proposal in the Company's proxy statement must inform the Company no later
than February 6, 2002. If notice is not provided by that date, the persons named
in the Company's proxy for the 2002 annual meeting will be allowed to exercise
their discretionary authority to vote upon any such proposal without the matter
having been discussed in the proxy statement for the 2002 annual meeting.

You may propose director candidates for consideration by our Board's
Governance and Nominating Committee. Any such recommendations should be directed
to Jeffrey C. Smith, Secretary, Broadwing Inc., 201 East Fourth Street,
P.O. Box 2301, Cincinnati, Ohio 45201. In order to make a director nomination at
a shareholder meeting, it is necessary that you notify Broadwing not fewer than
120 days in advance of the day specified as the mailing date in our proxy
statement for the prior year's annual meeting of shareholders. Thus, since
March 30, 2001 is specified as the mailing date in this year's Proxy Statement,
in order for any such nomination notice to be timely for next year's annual
meeting, it must be received by Broadwing no later than November 23, 2001. In
addition, the notice must meet all other requirements in our Amended
Regulations.

OTHER MATTERS TO COME BEFORE THE MEETING

At the time this Proxy Statement was released for printing on March 19,
2001, the Company knew of no other matters that might be presented for action at
the meeting. If any other matters properly come before the meeting, it is
intended that the voting shares represented by proxies will be voted with
respect thereto in accordance with the judgment of the persons voting them.

FINANCIAL STATEMENTS AVAILABLE

The Broadwing 2000 Annual Report to shareholders, which includes the
consolidated financial statements of the Company and its subsidiaries, has been
mailed to shareholders concurrently with this mailing of this Proxy Statement,
but is not incorporated into this Proxy Statement and is not to be considered a
part of these proxy solicitation materials. If you would like a copy of the
Company's 2000 Annual Report as filed with the Securities and Exchange
Commission, please write to Jeffrey C. Smith, Secretary, Broadwing Inc.,
201 East Fourth Street, P.O. Box 2301, Cincinnati, Ohio 45201, and the Company
will send you one free of charge.

PROXY STATEMENTS FOR SHAREHOLDERS SHARING THE SAME HOUSEHOLD MAILING ADDRESS

As part of the Company's efforts to reduce costs and increase efficiency,
when possible only one copy of this Proxy Statement and Annual Report has been
delivered to multiple shareholders sharing the same household mailing address
unless the Company has received contrary instructions from one or more of the
shareholders at that address.

Upon written or oral request, Broadwing will provide a separate copy of the
Proxy Statement to a shareholder at a shared address to which a single copy of
the Proxy Statement was delivered. If your household mailing address is shared
with other shareholders and you did not receive a separate Proxy Statement and
Annual Report, but would like to receive a separate copy of this as well as
future Company communications, please contact our transfer agent, The Fifth
Third Bank, at the following address:

The Fifth Third Bank
Corporate Trust Administration
Attn: Tanya Perry, Mail drop #10AT60
38 Fountain Square Plaza
Cincinnati, OH 45263

If shareholders residing at the same household mailing address are currently
receiving multiple copies of Company communications but would like to receive
only one in the future, please send written notice to The Fifth Third Bank at
the above address. In the written notice please indicate the names of all
accounts in your household and The Fifth Third Bank will forward you the
appropriate forms for completion.

Any shareholders participating in the householding program will, however,
continue to receive a separate proxy card for each account.

By Order of the Board of Directors

/s/ Jeffrey C. Smith

Jeffrey C. Smith
Secretary

March 30, 2001

[LOGOS]

PRINTED ON RECYCLED PAPER

[LOGO]
BROADWING INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2001

The undersigned hereby appoints James D. Kiggen, Karen M. Hoguet and John M.
Zrno each or any of them, proxies, with full power of substitution, to represent
and to vote all common shares and 6.75% Cumulative Convertible Preferred Stock
of Broadwing Inc. held of record by the undersigned on March 5, 2001, at the
Annual Meeting to be held on April 30, 2001, at 10:00 A.M. Central Time at the
Stephen F. Austin Intercontinental Hotel in Austin, Texas, and at any
adjournment or postponement thereof, notice of which meeting together with the
related Proxy Statement has been received. The proxies are directed to vote the
shares the undersigned would be entitled to vote if personally present.

ITEM 1 Authority to vote for the election of Class II directors whose terms
expire in 2004.

FOR / / WITHHELD / /
ALL NOMINEES LISTED AUTHORITY TO VOTE
(EXCEPT AS MARKED TO
THE CONTRARY BELOW

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:

Phillip R. Cox William A. Friedlander John M. Zrno

ITEM 2 In their discretion, to transact such other business as may be properly
brought before the meeting and at any adjournment(s) or post
postponement(s) thereof.

(CONTINUED ON REVERSE SIDE)

[LOGO]

BROADWING INC.
C/O CORPORATE TRUST SERVICES
MAIL DROP 10AT66--3212
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OHIO 45263

FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
Please vote, date and sign below and return this proxy form promptly in the
enclosed envelope. If you attend the meeting and wish to change your vote, you
may do so automatically by casting your vote at the meeting. This proxy form,
when properly executed, will be voted in accordance with the directions given by
the shareholder. If no directions are given hereon, the proxy form will be voted
FOR the election of directors, and FOR the approval of the independent
accountants. This proxy delegates discretionary authority with respect to any
other matters which may come before the meeting.

Dated _______________________, 2001

--------------------------------------
SIGNATURE

--------------------------------------
SIGNATURE IF SHARES HELD JOINTLY
Please sign exactly as name appears
opposite. Executors, trustees,
administrators and other fiduciaries
should so indicate.

YOU CAN VOTE YOUR SHARES BY TELEPHONE OR INTERNET

Broadwing encourages you to take advantage of convenient ways to vote your
shares. If voting by proxy, you may vote by mail, or choose one of the two
methods described below. Your telephone or Internet vote authorizes the named
proxies to vote your shares in the same manner as if you marked, signed, and
returned your proxy card. To vote by telephone or Internet, read the 2001 Proxy
Statement and accompanying materials and then follow these easy steps:

To Vote by Phone (U.S. and Canada)

Call toll free 1-___________ in the United States or Canada any time on a touch
tone telephone. There is no charge for the call.

Enter the __-digit Control Number located above.

Option #1: To vote as the Board of Directors recommends on ALL proposals:
Press __ When asked, please confirm your vote by pressing ___

Option #2: If you choose to vote on each proposal separately, press ___ and
follow the simple recorded instructions.

To Vote by Internet (worldwide)

Go the following web site:

www.

Enter the information requested on your computer screen, including your __-digit
Control Number located above.

Follow the simple instructions on the screen.

If you vote by telephone or the Internet, DO NOT mail back the proxy card.