Sec Form 4 Filing - PETERSON MARK W @ CINCINNATI BELL INC - 2007-02-28

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 PETERSON MARK 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) VP & Treasurer (Last) (First) (Middle) 221 EAST FOURTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2007 (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 Preferred Stock 500 D Common Stock ( 1 ) 02/28/2007 F 197 D $ 4.55 6,812.84 D Common Stock ( 2 ) 02/28/2007 A 5,000 A $ 4.55 11,812.84 D Common Stock ( 3 ) 02/28/2007 F 1,673 D $ 4.55 10,139.84 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 ( 4 ) $ 22.375 03/31/2000 03/31/2009 Common Stock 15,000 15,000 D Option to Buy ( 4 ) $ 22.25 01/04/2002 01/04/2009 Common Stock 400 400 D Option to Buy ( 4 ) $ 16.7813 09/17/2001 09/17/2009 Common Stock 25,000 25,000 D Option to Buy ( 4 ) $ 35.9688 01/03/2001 01/03/2010 Common Stock 15,000 15,000 D Option to Buy ( 4 ) $ 22.8438 01/02/2002 01/02/2011 Common Stock 10,000 10,000 D Option to Buy ( 4 ) $ 9.645 12/04/2002 12/04/2011 Common Stock 12,500 12,500 D Option to Buy ( 4 ) $ 4.125 03/20/2004 03/20/2013 Common Stock 35,000 35,000 D Option to Buy ( 4 ) $ 5.655 12/04/2004 12/04/2013 Common Stock 18,000 18,000 D Option to Buy ( 4 ) $ 3.7 12/03/2005 12/03/2014 Common Stock 7,500 7,500 D Option to Buy ( 4 ) $ 3.86 05/20/2006 05/20/2015 Common Stock 20,000 20,000 D Option to Buy ( 4 ) $ 4.22 10/24/2006 10/24/2015 Common Stock 40,000 40,000 D Option to Buy ( 4 ) $ 3.995 12/01/2005( 5 ) 12/01/2015 Common Stock 20,000 20,000 D Option to Buy ( 4 ) $ 4.735 12/08/2007( 6 ) 12/08/2016 Common Stock 20,000 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PETERSON MARK W 221 EAST FOURTH STREET CINCINNATI, OH45202 VP & Treasurer Signatures Christopher J. Wilson by Power of Attorney for Mark W. Peterson 03/02/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Surrender of previously granted restricted shares under the Cincinnati Bell Inc. 1997 Long Term Incentive Plan (which is a Rule 16b-3 Plan) to cover tax liabilities upon lapse of restrictions. ( 2 )Common shares issued upon vesting of performance units granted under the Cincinnati Bell Inc. 1997 Long Term Incentive Plan, which is a Rule 16b-3 Plan. ( 3 )Surrender of common shares to cover tax liabilities upon vesting of performance units granted under the Cincinnati Bell Inc. 1997 Long Term Incentive Plan, which is a Rule 16b-3 Plan. ( 4 )Option shares granted under the 1997 Long Term Incentive Plan which is a Rule 16b-3 Plan. ( 5 )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. ( 6 )Options have a 3 year vesting schedule: 28% one year from grant date and 3% for each of the remaining 24 months.

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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