Sec Form 4 Filing - KEATING BRIAN G @ CINCINNATI BELL INC - 2011-02-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KEATING BRIAN G 2. Issuer Name and Ticker or Trading Symbol CINCINNATI BELL INC [ CBB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) 221 EAST FOURTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2011 (Street) CINCINNATI, OH45202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 6,745.961 I By Trustee of 401k Common Stock ( 1 ) 02/28/2012 S 74,015 D $ 3.74 92,947 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option to Buy ( 2 ) $ 16.425 09/05/2002 09/05/2011 Common Stock 1,000 1,000 D Option to Buy ( 2 ) $ 9.645 12/04/2002 12/04/2011 Common Stock 8,500 8,500 D Option to Buy ( 2 ) $ 5.655 12/04/2004 12/04/2013 Common Stock 51,000 51,000 D Option to Buy ( 2 ) $ 3.995 12/01/2005 12/01/2015 Common Stock 50,000 50,000 D Option to Buy ( 2 ) $ 4.735 12/08/2007 12/08/2016 Common Stock 50,000 50,000 D Option to Buy ( 3 ) $ 4.91 12/07/2008 12/07/2017 Common Stock 50,000 50,000 D Stock Appreciation Right ( 4 ) $ 1.39 01/30/2010 01/30/2019 Common Stock 28,492 28,492 D Option to Buy ( 3 ) $ 2.91 01/29/2011 01/29/2020 Common Stock 50,638 50,638 D Stock Appreciation Right ( 5 ) $ 2.54 12/07/2011 12/07/2020 Common Stock 79,429 79,429 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KEATING BRIAN G 221 EAST FOURTH STREET CINCINNATI, OH45202 Vice President Signatures Christopher J. Wilson, Attorney-in-Fact for Brian G. Keating 03/01/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2012. ( 2 )Option shares granted under the Cincinnati Bell Inc. 1997 Long Term Incentive Plan which is a Rule 16b-3 Plan. ( 3 )Option shares granted under the Cincinnati Bell Inc. 2007 Long Term Incentive Plan which is a Rule 16b-3 Plan. ( 4 )Stock-settled Stock Appreciation Right (SAR) granted under the Cincinnati Bell Inc. 2007 Long Term Incentive Plan which is a Rule 16b-3 Plan. ( 5 )Cash-settled Stock Appreciation Right (SAR) granted under the Cincinnati Bell Inc. 2007 Long Term Incentive Plan which is a Rule 16b-3 Plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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