SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-8519

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

MATRIXX MARKETING INC.
PROFIT SHARING/401(k) PLAN

CINCINNATI BELL INC.
201 East Fourth Street
Cincinnati, Ohio 45202

INDEX

PAGES

Report of Independent Accountants. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Financial Statements:
Statement of Net Assets Available for Plan Benefits as of December 31, 1997 . . . . 2
Statement of Net Assets Available for Plan Benefits as of December 31, 1996 . . . . 3
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1996 . . . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . 5-8

Schedules:
Item 27(a) -- Schedule of Assets Held for Investment Purposes as of
December 31, 1997. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 27(d) -- Schedule of Reportable Transactions for the Year
Ended December 31, 1997. . . . . . . . . . . . . . . . . . . . . . . . . . . .10

Other Schedules Are Omitted Because the Information Required is
Contained in the Financial Statements.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Plan Committee of the
MATRIXX Marketing Inc.
Profit Sharing/401(k) Plan

We have audited the accompanying statements of net assets available for benefits
of the MATRIXX Marketing Inc. Profit Sharing/401(k) Plan as of December 31, 1997
and 1996, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1997. These financial statements are
the responsibility of the Plan's Management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the MATRIXX
Marketing Inc. Profit Sharing/401(k) Plan as of December 31, 1997 and 1996, and
the changes in net assets available for benefits for the year ended December 31,
1997 in conformity with generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets Held
for Investment Purposes as of December 31, 1997 and Schedule of Reportable
Transactions for the year ended December 31, 1997 are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The Fund Information in the statement
of net assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The supplemental schedules and
Fund Information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.

/s/ Coopers & Lybrand L.L.P.

Cincinnati, Ohio
June 12, 1998

MATRIXX MARKETING INC.
PROFIT SHARING/401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997

Inter- U.S.
Cincinnati Stable national Treasury
Bell Inc. Value Stock Money G.N.M.A. Income
ASSETS Shares Fund Fund Fund Fund Fund Fund
------------- ------------ ---------- ---------- ---------- ------------

Investments, at fair value
(cost of $20,061,530) :
Cincinnati Bell Inc. shares $ 12,046,002
Mutual funds $ 1,725,749 $ 651,038 $ 983,519 $ 160,156 $ 5,700,502
Participant loans receivable
------------- ------------ ---------- ---------- ---------- ------------

Total investments 12,046,002 1,725,749 651,038 983,519 160,156 5,700,502

Total assets 12,046,002 1,725,749 651,038 983,519 160,156 5,700,502
------------- ------------ ---------- ---------- ---------- ------------

Net assets available for benefits $ 12,046,002 $ 1,725,749 $ 651,038 $ 983,519 $ 160,156 $ 5,700,502
------------- ------------ ---------- ---------- ---------- ------------
------------- ------------ ---------- ---------- ---------- ------------

Capital
Equity Apprec- Spectrum
iation Income Growth Loans
ASSETS Fund Fund Fund Fund Other Funds Total
---------- ------------ ------------ ------------ ------------ -------------

Investments, at fair value
(cost of $20,061,530) :
Cincinnati Bell Inc. shares $ 12,046,002
Mutual funds $ 638,956 $ 1,219,577 $ 2,339,911 $ 1,851,252 15,270,660
Participant loans receivable $ 1,129,649 1,129,649
---------- ------------ ------------ ------------ ------------ -------------

Total investments 638,956 1,219,577 2,339,911 1,129,649 1,851,252 28,446,311

Total assets 638,956 1,219,577 2,339,911 1,129,649 1,851,252 28,446,311
---------- ------------ ------------ ------------ ------------ -------------

Net assets available for benefits $ 638,956 $ 1,219,577 $ 2,339,911 $ 1,129,649 $ 1,851,252 $ 28,446,311
---------- ------------ ------------ ------------ ------------ -------------
---------- ------------ ------------ ------------ ------------ -------------

The accompanying notes are an integral part of the financial statements.

MATRIXX MARKETING INC.
PROFIT SHARING/401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996

Investments, at fair value
(cost of $16,446,822) :
Cincinnati Bell Inc. shares $10,710,125
Mutual funds $1,799,308 $504,052 $1,540,432 $169,991 $3,438,120
Participant loans receivable
------------- ------------ ---------- ---------- ---------- ------------

Total investments 10,710,125 1,799,308 504,052 1,540,432 169,991 3,438,120

Employer contribution receivable 2,061,161

Total assets 12,771,286 1,799,308 504,052 1,540,432 169,991 3,438,120
------------- ------------ ---------- ---------- ---------- ------------

Net assets available for benefits $12,771,286 $1,799,308 $504,052 $1,540,432 $169,991 $3,438,120
------------- ------------ ---------- ---------- ---------- ------------
------------- ------------ ---------- ---------- ---------- ------------

Capital
Equity Apprec- Spectrum
iation Income Growth Loans
ASSETS Fund Fund Fund Fund Other Funds Total
---------- ------------ ------------ ------------ ------------ -------------

Investments, at fair value
(cost of $16,446,822) :
Cincinnati Bell Inc. shares $10,710,125
Mutual funds $406,803 $1,121,832 $1,907,282 $1,417,966 12,305,786
Participant loans receivable $931,372 931,372
---------- ------------ ------------ ------------ ------------ -------------

Total investments 406,803 1,121,832 1,907,282 931,372 1,417,966 23,947,283

Employer contribution receivable 2,061,161

Total assets 406,803 1,121,832 1,907,282 931,372 1,417,966 26,008,444
---------- ------------ ------------ ------------ ------------ -------------

Net assets available for benefits $406,803 $1,121,832 $1,907,282 $931,372 $1,417,966 $26,008,444
---------- ------------ ------------ ------------ ------------ -------------
---------- ------------ ------------ ------------ ------------ -------------

The accompanying notes are an integral part of the financial statements.

MATRIXX MARKETING INC.
PROFIT SHARING/401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997

Net assets available for benefits
at beginning of year $12,771,286 $1,799,308 $504,052 $1,540,432 $169,991 $3,438,120

Additions:
Employer contributions 647,735 647,735
Participant contributions 347,142 200,743 212,817 67,043 1,607,925 203,264
Dividend and other income 150,812 107,059 34,696 40,480 11,521 537,550
Net transfer from affiliated
plans 18,631 73,287 9,587 12,461 20,842 12,632
Net appreciation (depreciation)
In fair value of investments 162,856 (23,267) 3,747 531,905 702 46,825
------------- ------------ ---------- ---------- ---------- ------------

Total additions 1,327,176 381,089 233,833 119,984 15,268 2,698,222

Deductions:
Distributions to participants 2,062,685 229,425 85,317 659,597 24,659 460,257
------------- ------------ ---------- ---------- ---------- ------------

Total deductions 2,062,685 229,425 85,317 659,597 24,659 460,257
------------- ------------ ---------- ---------- ---------- ------------

Fund transfers 10,225 (225,223) (1,530) (17,300) (444) 24,417

Net increase (decrease) (725,284) (73,559) 146,986 (556,913) (9,835) 2,262,382
------------- ------------ ---------- ---------- ---------- ------------

Net assets available for
benefits at end of year $12,046,002 $1,725,749 $651,038 $983,519 $160,156 $5,700,502
------------- ------------ ---------- ---------- ---------- ------------
------------- ------------ ---------- ---------- ---------- ------------

Capital
Equity Apprec- Spectrum
iation Income Growth Loans
ASSETS Fund Fund Fund Fund Other Funds Total
---------- ------------ ------------ ------------ ------------ -------------

Net assets available for benefits
at beginning of year $406,803 $1,121,832 $1,907,282 $931,372 $1,417,966 $26,008,444

Additions:
Employer contributions
Participant contributions 175,435 334,509 308,474 3,457,352
Dividend and other income 79,531 87,834 237,488 80,032 30,609 1,397,612
Net transfer from affiliated
plans 1,316 3,521 37,419 189,696
Net appreciation (depreciation)
In fair value of investments 101,820 235,533 1,060,121
---------- ------------ ------------ ------------ ------------ -------------

Total additions 296,129 311,410 677,338 80,032 612,035 6,752,516

Deductions:
Distributions to participants 51,722 132,772 228,898 189,547 189,770 4,314,649
---------- ------------ ------------ ------------ ------------ -------------

Total deductions 51,722 132,772 228,898 189,547 189,770 4,314,649
---------- ------------ ------------ ------------ ------------ -------------

Fund transfers (12,254) (80,893) (15,811) 307,792 11,021 0

Net increase (decrease) 232,153 97,745 432,629 198,277 433,286 2,437,867
---------- ------------ ------------ ------------ ------------ -------------

Net assets available for
benefits at end of year $638,956 $1,219,577 $2,339,911 $1,129,649 $1,851,252 $28,446,311
---------- ------------ ------------ ------------ ------------ -------------
---------- ------------ ------------ ------------ ------------ -------------

The accompanying notes are an integral part of the financial statements.

MATRIXX Marketing Inc.
NOTES TO FINANCIAL STATEMENTS

1. Plan Description

The following is a description of the MATRIXX Marketing Inc. Profit
Sharing/401(k) Plan (the "Plan"). The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974. Reference is made to
the plan document and the related Trust Agreement for complete information.

a. GENERAL: The Plan is a defined contribution plan covering
substantially all domestic employees of MATRIXX Marketing Inc. (the
"Company"), a wholly-owned subsidiary of Cincinnati Bell Inc. ("CBI").
The Plan is administered by a Committee (the "Plan Committee")
appointed in accordance with the provisions of the Plan. The trustee
to the Plan is T. Rowe Price Trust Company. Administrative expenses
are paid by the Company.

b. CONTRIBUTIONS AND PARTICIPANT LOANS: Participating employees may
defer, pursuant to Section 401(k) of the Internal Revenue Code of 1986
(the "Code"), a percentage of pre-tax compensation, subject to certain
limitations. Contributions made by participants in excess of
allowable percentages are refunded to participants. The contributions
are invested by the Trustee, as directed by each participant, in one
or more investment funds. Periodically, participants may change their
investment option. Participants are permitted to borrow against their
pre-tax contribution accounts. The maximum loan amount available is
fifty percent of the vested account balance; provided, however, that
the total amount borrowed at any time may not exceed $50,000.
Participant loans bear interest at the prime lending rate at the time
the loan is made and generally must be repaid within five years.

The Company makes discretionary "profit sharing" contributions which
are allocated among participant accounts in the proportion that each
participant's compensation bears to all participants' compensation.
The Company also makes monthly "matching" contributions of the lesser
of 25% of the before-tax contributions of the participants or 1.5% of
the participant's covered compensation. All employer contributions
are allocated to the Cincinnati Bell Inc. Shares Fund. Participants
hired after 1993 vest 100% after 5 years of service. Participants
hired prior to 1994 vest in employer contributions as follows:

YEARS OF SERVICE VESTING PERCENTAGE
---------------- ------------------

Less than 3 years 0 %
3 33 1/3%
4 66 2/3%
5 100 %

c. ELIGIBILITY: Domestic employees who have completed at least one year
of service and who have attained the age of twenty-one are eligible to
participate in the Plan.

MATRIXX MARKETING INC.
NOTES TO FINANCIAL STATEMENTS, CONTINUED

1. PLAN DESCRIPTION, CONTINUED:

d. DISTRIBUTIONS AND TERMINATIONS: Distribution of a participant's
vested account balance are made in one lump sum payment to the
participant, or their beneficiary, upon the attainment of age
sixty-five, termination of employment, permanent disability or death.
Participants may apply for hardship withdrawals, subject to approval
by the Plan Committee. The contributions and earnings are taxable to
the participants, subject to certain exceptions, upon withdrawal from
the plan. Forfeited amounts related to terminated employees who were
not fully vested when they left the Company are included in the
accompanying financial statements as distributions.

While the Company has not expressed any intent to do so, it reserves
the right to suspend or eliminate contributions to the Plan or
terminate the Plan without the consent of any participant. Should the
Plan be terminated, the interests of all participants would become
100% vested and subject to distribution under the provisions of the
plan.

2. SIGNIFICANT ACCOUNTING POLICIES:

a. BASIS OF ACCOUNTING: The Plan uses the accrual method of accounting.
Purchases and sales of securities are reflected as of the trade date.
Dividend income is recorded on the ex-dividend date.

b. INVESTMENTS AND INVESTMENT VALUATION: Participants are permitted to
direct the investment of their pre-tax salary deferral into the
following investment programs approved by the Plan Committee: CBI
Shares Fund, various T. Rowe Price mutual funds (the Stable Value
Fund, International Stock Fund, U.S. Treasury Money Fund, Equity
Income Fund, Capital Appreciation Fund, Spectrum Growth Fund, Spectrum
Income Fund, Government National Mortgage Association (G.N.M.A.) Fund,
New Income Fund, New Horizon Fund, Science and Technology Fund) and
funds investing directly in common stock. Investments in the New
Income Fund, New Horizon Fund, Science and Technology Fund, and funds
investing directly in common stock other than CBI's shares are
included in Other Funds in the accompanying financial statements as
they individually represent less than 5% of net assets available for
benefits. Company contributions are invested in the CBI Shares Fund.

Plan investments, other than the Stable Value Fund, are valued at the
fair market value, based upon quoted market prices as of the last
business day of the year. The Stable Value Fund is a pooled fund
investing in guaranteed insurance contracts. All investment contracts
held by the Stable Value Fund are fully benefit responsive and,
accordingly, are stated at their contract value.

MATRIXX MARKETING INC.
NOTES TO FINANCIAL STATEMENTS, CONTINUED

2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

b. INVESTMENTS AND INVESTMENT VALUATION, CONTINUED:The fund consists of
over 70 separate contracts. The method and frequency of determining
interest rate resets varies by contract. The average yield for the
fund for the plan years 1997 and 1996 was 6.21% and 6.09%,
respectively. The interest rate at December 31, 1997 and 1996 was
6.26% and 6.13%, respectively.

The Plan presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of the investments which
consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.

c. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reporting
amounts of Net Assets Available for Plan Benefits as of the date of
the Plan's financial statements and the reported changes in Net Assets
Available for Plan Benefits during the reporting period. Actual
results could differ from these estimates.

3. TAX STATUS:

The Internal Revenue Service has issued a determination that the Plan meets
the requirements of Section 401(a) of the Code and is exempt from federal
income tax under Section 501(a) of the Code. The Plan obtained its latest
determination letter on June 12, 1996, in which the Internal Revenue
Service stated that the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code. The Plan has been
amended since receiving the determination letter. However, the Plan
administrator and the Plan's counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements
of the Internal Revenue Code.

MATRIXX MARKETING INC.
NOTES TO FINANCIAL STATEMENTS, CONTINUED

4. PLAN AMENDMENTS:

The following Plan amendments were effective beginning in 1997:

1. Effective January 1, 1997, only pre-tax participant contributions
will be accepted by the Trust.

2. Effective January 1, 1997, the Company increased the authorized
participant contribution from (1% to 10%) to (1% to 15%) of the
participant's eligible compensation.

3. Effective January 1, 1998, the Company will make "matching"
contributions of the lesser of 40% of the before-tax
contributions of the participant or 2.4% of a participant's
covered compensation.

4. Effective January 1, 1998 any forteitures of the Plan will be
used to reduce contributions otherwise required to be made by the
Company.

5. Effective January 1, 1998, participant accounts that are in
excess of $5,000 and vested will not be distributed to the
participant before they attain age 65 without the written consent
of the participant.

MATRIXX MARKETING INC.
NOTES TO FINANCIAL STATEMENTS, CONTINUED

5. INVESTMENTS:

The interest of all employees in each type of investment of the Plan on December
31, 1997 and 1996, is represented by shares. The number and value of shares
were:

December 31, 1997 December 31, 1996
--------------------------- -------------------------
Value Value
Number of per Number of per
Shares Share Shares Share
----------- ---------- ------------ ----------

Cincinnati Bell Inc. Shares Fund 388,578 $ 31.00 347,588 * $ 30.81 *
T. Rowe Price Stable Value Fund 1,725,749 1.00 1,799,308 1.00
T. Rowe Price International Stock Fund 48,512 13.42 36,526 13.80
T. Rowe Price U.S. Treasury Money Fund 983,519 1.00 1,540,432 1.00
T. Rowe Price G.N.M.A. Fund 16,718 9.58 18,142 9.37
T. Rowe Price Equity Income Fund 218,661 26.07 152,534 22.54
T. Rowe Price Capital Appreciation Fund 43,437 14.71 28,114 14.47
T. Rowe Price Spectrum Income Fund 146,887 15.93 100,164 11.20
T. Rowe Price Spectrum Growth Fund 104,595 11.66 126,060 15.13

*Reflects a 2:1 stock split which occurred in May 1997.

At December 31, 1997, the number of participants with balances by
investment fund were:

Cincinnati Bell Inc. Shares Fund 3,796
T. Rowe Price Stable Value Fund 702
T. Rowe Price International Stock Fund 439
T. Rowe Price U.S. Treasury Money Fund 547
T. Rowe Price G.N.M.A. Fund 273
T. Rowe Price Equity Income Fund 1,064
T. Rowe Price Capital Appreciation Fund 453
T. Rowe Price Spectrum Income Fund 915
T. Rowe Price Spectrum Growth Fund 677
Other funds 1,606

MATRIXX MARKETING INC.
PROFIT SHARING/401(k) PLAN
ITEM 27(a) -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997

Number of
Shares/or
Principal Market
Name of Issuer/and Type of Issue Amount Cost Value
------------- ------------- --------------

Cincinnati Bell Inc. Common Shares**+ 388,578 $ 7,036,589 $ 12,046,002

T. Rowe Price Stable Value Fund*+ Total T. Rowe Price Managed GIC Fund 1,725,749 1,725,749 1,725,749

T. Rowe Price International Stock Fund 48,512 641,021 651,038

T. Rowe Price U.S. Treasury Stock Fund 983,519 983,519 983,519

T. Rowe Price G.N.M.A. Fund 16,718 171,976 160,156

T. Rowe Price Equity Income Fund+ 218,661 4,674,345 5,700,502

T. Rowe Price Capital Appreciation Fund 43,437 631,340 638,956

T. Rowe Price Spectrum Income Fund 104,595 1,132,092 1,219,577

T. Rowe Price Spectrum Growth Fund+ 146,887 2,024,317 2,339,911

Other funds 1,040,582 1,851,252

Participant loans++ 0 1,129,649
------------- --------------

Total $ 20,061,530 $ 28,446,311
------------- --------------
------------- --------------

* DURING 1997, THE COMPOSITE EFFECTIVE INTEREST RATE EARNED UNDER THESE
CONTRACTS WAS APPROXIMATELY 6.21% THE CREDITED INTEREST RATES ON THESE
CONTRACTS RANGED FROM 4.77% TO 9.875% AS OF DECEMBER 31, 1997. THE RATE AT
WHICH INTEREST WILL BE CREDITED IN FUTURE YEARS MAY BE EITHER HIGHER OR
LOWER.

** PARTY-IN-INTEREST TO THE PLAN.

+ INVESTMENT REPRESENTS FIVE PERCENT OR MORE OF THE NET ASSETS AVAILABLE FOR
BENEFITS AT DECEMBER 31, 1997.

++ DURING 1997, THE INTEREST RATE CHARGED ON THESE LOANS RANGED FROM 8.25% TO
8.5%.

MATRIXX MARKETING INC.
PROFIT SHARING/401(k) PLAN
ITEM 27(d) -- SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997

Number of Purchase Number of Selling
Description of Asset Purchases Price Sales Price Net Gain
------------------------------------------------ ---------- ----------- ---------- ----------- ----------

Cincinnati Bell Inc. Common Shares Stock Fund 70 $ 1,257,749 143 $ 2,024,754 $ 767,005
Equity Income Fund 94 $ 2,334,045 111 $ 603,570 $ 140,770

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the MATRIXX
Marketing Inc. Profit Sharing/401(k) Plan Committee has duly Caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.

MATRIXX MARKETING INC.
PROFIT SHARING/401(k) PLAN

By /s/ Karen R. Bowman
--------------------------------
Karen R. Bowman

June 21, 1998