Sec Form 4 Filing - MCCANN MARY E @ CINCINNATI BELL INC - 2005-01-28

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 MCCANN MARY E 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) Sr. VP - Internal Controls (Last) (First) (Middle) 201 EAST FOURTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2005 (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 ( 1 ) 01/28/2005 A 6,000 A $ 4.295 20,692 D Common Stock 3,779.613 I By Trustee of 401k RSP

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 ) $ 7.015 01/02/1998 02/05/2006 Common Stock 1,500 1,500 D Option to Buy ( 3 ) $ 16.75 01/03/2000( 5 ) 01/04/2009 Common Stock 6,000 6,000 D Option to Buy ( 3 ) $ 16.75 01/04/2002 01/04/2009 Common Stock 500 500 D Option to Buy ( 3 ) $ 16.7813 09/17/2000( 4 ) 09/17/2009 Common Stock 25,000 25,000 D Option to Buy ( 3 ) $ 35.9688 01/03/2001( 5 ) 01/03/2010 Common Stock 15,000 15,000 D Option to Buy ( 3 ) $ 22.8438 01/02/2002( 6 ) 01/02/2011 Common Stock 25,000 25,000 D Option to Buy ( 3 ) $ 9.645 12/04/2002( 6 ) 12/04/2011 Common Stock 50,000 50,000 D Option to Buy ( 3 ) $ 3.48 12/05/2003( 6 ) 12/05/2012 Common Stock 30,000 30,000 D Option to Buy ( 3 ) $ 5.655 12/04/2004( 6 ) 12/04/2013 Common Stock 35,000 35,000 D Option to Buy ( 3 ) $ 5.655 12/04/2004( 6 ) 12/04/2013 Common Stock 1,000 1,000 D Option to Buy ( 3 ) $ 3.7 12/03/2005( 6 ) 12/03/2014 Common Stock 15,000 15,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCCANN MARY E 201 EAST FOURTH STREET CINCINNATI, OH45202 Sr. VP - Internal Controls Signatures Amy Collins by Power of Attorney for Mary E. McCann 02/01/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock granted under the Cincinnati Bell Inc. 1997 Long Term Incentive Plan which is a Rule 16b-3 Plan. ( 2 )Option shares granted under the 1989 Long Term Incentive Plan which is a Rule 16b-3 Plan. ( 3 )Option shares granted under the 1997 Long Term Incentive Plan which is a Rule 16b-3 Plan. ( 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 )3-Year vesting schedule: 25% one year from grant date; 25% two years from grant date; 50% three years from grant date. ( 6 )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.

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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