Sec Form 4 Filing - CALLAGHAN MICHAEL W @ CINCINNATI BELL INC - 2006-08-30

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 CALLAGHAN MICHAEL W 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) Senior Vice President (Last) (First) (Middle) 201 EAST FOURTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/30/2006 (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 999.876 I By Trustee of 401k RSP Common Stock 08/30/2006 S 40,000 D $ 5.04 2,139.481 D Common Stock 08/30/2006 S 7,450 D $ 5.06 0 I By Spouse

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 ( 1 ) $ 12.981 01/02/1998( 3 ) 01/02/2007 Common Stock 6,400 6,400 D Option to Buy ( 2 ) $ 13.155 01/02/1999( 3 ) 01/02/2006 Common Stock 6,800 6,800 D Option to Buy ( 2 ) $ 22.375 03/31/2000( 3 ) 03/31/2009 Common Stock 20,000 20,000 D Option to Buy ( 2 ) $ 22.25 04/01/2001( 4 ) 04/01/1999 Common Stock 400 400 D Option to Buy ( 2 ) $ 16.7813 09/17/2001( 4 ) 09/17/2009 Common Stock 250,000 250,000 D Option to Buy ( 2 ) $ 35.9688 01/03/2001( 5 ) 01/03/2010 Common Stock 20,000 20,000 D Option to Buy ( 2 ) $ 22.8438 01/02/2002( 5 ) 01/02/2011 Common Stock 15,000 15,000 D Option to Buy ( 2 ) $ 9.645 12/04/2002( 5 ) 12/04/2011 Common Stock 100,000 100,000 D Option to Buy ( 2 ) $ 3.48 12/05/2003( 5 ) 12/05/2012 Common Stock 100,000 100,000 D Option to Buy ( 2 ) $ 5.655 12/04/2004( 5 ) 02/04/2013 Common Stock 51,000 51,000 D Option to Buy ( 2 ) $ 3.7 12/03/2005( 5 ) 12/03/2014 Common Stock 75,000 75,000 D Option to Buy ( 2 ) $ 3.995 12/01/2005( 6 ) 12/01/2015 Common Stock 75,000 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CALLAGHAN MICHAEL W 201 EAST FOURTH STREET CINCINNATI, OH45202 Senior Vice President Signatures Christopher J. Wilson by Power of Attorney for Michael W. Callaghan 08/31/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Option shares granted under the Cincinnati Bell Inc. 1988 Long Term Incentive Plan which is a Rule 16b-3 Plan. ( 2 )Option shares granted under the Cincinnati Bell Inc. 1997 Long Term Incentive Plan which is a Rule 16b-3 Plan. ( 3 )3-Year vesting schedule: 25% one year from grant date; 25% two years from grant date; 50% three years from grant date. ( 4 )5-year vesting schedule: 25% third year from grant date; 25% four years from grant date; 50% five years from grant date. Options are subject to accelerated vesting if certain financial targets are met: 15% one year from grant date; 15% two years from grant date; 20% three years from grant date; 25% four years from grant date; 25% five years from grant date. ( 5 )Options have a 3 year vesting schedule: 28% one year from grant date and 3% for each of the remaining 24 months. Options expire ten years from grant date. ( 6 )Options vest upon grant. Options granted on December 1, 2005 are fully vested upon grant. Shares purchased upon exercise of such options are subject to sale restrictions until the reporting person terminates employment with the Company as follows: 28% of shares purchased may be sold on or after December 1, 2006. Thereafter, an additional 3% of shares purchased per month for the remaining 24 months may be sold. Options expire ten years from grant date.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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