8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Date of Report: December 11, 2002


                                 BROADWING INC.
             (Exact name of registrant as specified in its charter)


                                                              
                  Ohio                             1-8519               31-1056105
      (State or other jurisdiction        (Commission File Number)     (IRS Employer
           of incorporation)                                        Identification No.)

         201 East Fourth Street
            Cincinnati, Ohio                                               45202
(Address of principal executive offices)                                (Zip Code)




       Registrant's telephone number, including area code: (513) 397-9900






FORM 8-K                                                         BROADWING INC.


ITEM 5. OTHER EVENT.

On December 5, 2002, William A. Friedlander retired as a Director of the
Broadwing Inc. Board of Directors. Mr. Friedlander served as a Director since
April, 1986. Effective with Mr. Friedlander's retirement the Board of Directors
resolved to reduce the size of the board to eleven members.

Broadwing Inc. (NYSE: BRW) issued a press release on December 10, 2002
announcing that it has signed an agreement with investment funds managed by
Goldman, Sachs & Co. to provide $200 million in financing to Broadwing in the
form of Senior Subordinated Discount Notes due in 2009. A copy of the press
release is attached as Exhibit 99(i).






                                   SIGNATURES



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                            BROADWING INC.


                            By: /s/ Jeffrey C. Smith
                                ----------------------------------------------
                                Jeffrey C. Smith
                                Chief Human Resources Officer, General Counsel
                                and Corporate Secretary



Date:  December 11, 2002

EX-99.I

                                                                   EXHIBIT 99(i)

                                                                   PRESS RELEASE
BROADWING INC.

         INVESTOR CONTACT:                  MEDIA CONTACT:
         Mike Hemsath                       Thomas Osha
         513.397.7788                       513.397.7316
         mike.hemsath@broadwing.com         tom.osha@broadwing.com


                 BROADWING INC. ANNOUNCES $200 MILLION FINANCING
                          COMMITMENT FROM GOLDMAN SACHS
                 COMPANY CONTINUES TO EXECUTE ON FIVE POINT PLAN

CINCINNATI--December 10, 2002--Broadwing Inc. (NYSE: BRW) today announced that
it has signed an agreement with investment funds managed by Goldman, Sachs & Co.
to provide $200 million in financing to Broadwing in the form of Senior
Subordinated Discount Notes due in 2009.

"This financing will be used to pay down bank debt as part of Broadwing's
five-point plan to strengthen the company's financial position," said Kevin
Mooney, Broadwing's chief executive officer. "Raising new sources of capital and
amending the maturities of our existing credit facility are key elements of the
plan. Having achieved a positive free cash flow position for Broadwing Inc. in
the third quarter, this financing represents another solid step in executing our
plan."

The commitment of financing, which the company expects to close during the first
quarter of 2003, is contingent upon Broadwing successfully renegotiating its
current bank credit facility and the satisfaction of other customary closing
conditions. To this end, Broadwing has engaged Banc of America Securities and
Lehman Brothers to serve as financial co-advisors to the company. The firms will
assist Broadwing with its analysis of new sources of capital, address certain
amendments to Broadwing's credit facility, review strategies for building
shareholder value, and analyze steps needed to de-leverage the company.




Muneer Satter, a managing director of Goldman Sachs, said, "We believe Broadwing
is on the right track. This investment reflects our confidence in management's
strategy and the value of the company's core businesses."

In October, Mooney and his new management team began executing on a five-point
plan designed to build long-term shareholder value. Beyond strengthening the
company's financial position, the plan involves a focus on maintaining the
strength and stability of its Cincinnati Bell businesses, restructuring its
Broadwing Communications unit to reduce expenses and improve cash flow by
approximately $200 million annually, continuing to review strategic alternatives
to enhance shareholder value, and reducing the company's debt balances over
time.

Broadwing remains on track to achieve its 2002 financial projections, which
include revenue of $2.15 billion, EBITDA of $640 million, and capital
expenditures of $190 million. The company also expects to remain in compliance
with its existing financial covenants package throughout 2003.

ABOUT BROADWING

Broadwing Inc. (NYSE: BRW) is an integrated communications company comprised of
Broadwing Communications and Cincinnati Bell. Broadwing Communications is an
industry leader as the world's first intelligent, all-optical, switched network
provider and offers businesses nationwide a competitive advantage by providing
data, voice and Internet solutions that are flexible, reliable and innovative on
its 18,500-mile optical network and its award-winning IP backbone. Cincinnati
Bell is one of the nation's most respected and best performing local exchange
and wireless providers with a legacy of unparalleled customer service
excellence. For the second year in a row, Cincinnati Bell was ranked number one
in customer satisfaction by J.D. Power and Associates for local residential
telephone service and residential long distance among mainstream users. It also
received the number one ranking in wireless customer satisfaction in its
Cincinnati market. Cincinnati Bell provides a wide range of telecommunications
products and services to residential and business customers in Ohio, Kentucky
and Indiana. Broadwing Inc. is headquartered in Cincinnati, Ohio. For more
information, visit www.broadwing.com.


NOTE: Information included in this news release contains forward-looking
statements that involve potential risks and uncertainties. Broadwing's future
results could differ materially from those discussed herein. Factors that could
cause or contribute to such differences include, but are not limited to,
Broadwing's ability to maintain its market position in communications services,
general economic trends affecting the purchase of telecommunication services,
world and national events that may affect the ability to provide services, and
its ability to develop and launch new products and services. More information on
potential risks and uncertainties is available in the company's recent filings
with the Securities and Exchange Commission, including the 2001 Forms 10-K for
both Broadwing Inc. and Broadwing Communications Inc.