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) OCTOBER 21, 1996


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


     CONNECTICUT                 0-8621         06-0594990
(State or other jurisdiction  (Commission   (IRS Employer
 of incorporation)             File 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 5.  OTHER EVENTS

         On October 21, 1996, The Woodbury Telephone Company (WBTL) (the
         "Registrant") entered into a letter of intent with Southern New
         England Telecommunications Corporation (SNG) ("SNETCO") pursuant
         to which SNETCO agreed in principle to acquire the Registrant in a
         merger transaction intended to qualify as a tax free
         reorganization under the Internal Revenue Code.  Pursuant to the
         proposed transaction, shareholders of the Registrant would receive
         that number of shares of the listed, publicly traded common stock
         of SNETCO having a value of $43 for each share of common stock of
         the Registrant owned by them, subject to certain adjustments based
         upon the average closing prices of SNETCO common stock reported on
         the New York Stock Exchange preceding the closing date of the
         transaction.  The proposed transaction is subject, among other
         things, to the execution and delivery of a definitive merger
         agreement; approval by the boards of directors of the parties;
         approval of Registrant's shareholders; the receipt of an opinion
         of Registrant's investment banking firm that the proposed
         transaction is fair to Registrant's shareholders from a financial
         point of view; and satisfaction of applicable federal and state
         regulatory requirements.  The letter of intent restricts the
         Registrant from directly or indirectly soliciting or initiating
         discussions with, or providing information to, any party other
         than SNETCO concerning an acquisition of the Registrant except in
         the event of a bona fide offer of a third party to engage in a
         transaction with Registrant which would result in Registrant's
         shareholders receiving a greater amount of consideration than that
         set forth above, and the receipt of counsel's opinion regarding
         the fiduciary duty of Registrant's board.  If the transaction with
         SNETCO is terminated as a result of the foregoing, the Registrant
         may be obligated to pay a cancellation fee of $500,000 as
         liquidated damages; and if an alternative transaction is
         consummated or the Registrant violates the foregoing provisions,
         the Registrant may be obligated to pay a cancellation fee of
         $1,000,000 as liquidated damages.




                                THE WOODBURY TELEPHONE COMPANY
                                (Registrant)


                                Donald E. Porter
Date: NOVEMBER 4, 1996          _________________________________
                                      (Signature)
                                Donald E. Porter, President