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: February 6, 2003


                                 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 February 3, 2003 Broadwing Inc. entered into amended employment agreements
with its Chief Executive Officer, Kevin W. Mooney, its Chief Financial Officer,
Thomas L. Schilling, its Chief Human Resources Officer, General Counsel and
Corporate Secretary, Jeffrey C. Smith and its Senior Vice President of Corporate
Development, Michael W. Callaghan. The contract amendments provide incentives
for the employees to sell the broadband business of Broadwing Communications
Inc. and to amend the Company's credit facility, as well as provide for their
retention through the period of the Company's restructuring. Amendments to the
employment agreements are attached as Exhibit 99(i).

To provide a clear focus on the restructuring efforts and an equal attention to
ongoing operations, with Mr. Mooney's consent, the Chief Operating Officer of
Broadwing Inc., Jack Cassidy, will report directly to the Board of Directors
effective February 3, 2003.




                                   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: February 6, 2003

EX-99.1

                                                                   EXHIBIT 99(i)

                    Second Amendment to Employment Agreement

                                     Between

                       Broadwing Inc. and Kevin W. Mooney

        The Employment Agreement, in full force and effect as of the date
hereof, between Broadwing Inc., an Ohio corporation (the "Employer") and Kevin
W. Mooney (the "Employee") with an Effective Date of December 31, 1998, as
amended as of September 20, 2002 (the "Employment Agreement"), is hereby amended
as follows as of February 3, 2003:

1.      Section 4.D is added to Section 4:

Upon the "Completion of the Success Plan" (as defined below), in addition to any
other benefits and obligations owed to Employee, Employee shall be entitled to
payment of a bonus equal to 100% of the sum of the annual Base Salary plus the
Bonus target (the "Success Bonus"). If the Completion of the Success Plan is
achieved, the Success Bonus shall be payable no later than two business days
after the earlier of (x) the date that Employer receives notice from Employee of
Employee's termination of his employment pursuant to Section 13.D of this
Agreement or (y) December 31, 2003. The "Completion of the Success Plan"
referred to herein is defined as follows: (i) closing of a sale of the broadband
business of Broadwing Communications Inc., a Delaware corporation ("BCI")
including a sale of such business out of bankruptcy or a rejection by Employer's
Board of Directors of a definitive, written bona fide offer (which may contain
usual and customary conditions to closing) for BCI that is deemed viable and
fair to Employer by Lehman Brothers in their capacity as advisors to Employer;
and (ii) closing of an amendment to the Employer's senior credit facility (the
"Senior Credit Facility") in form and substance satisfactory to the Employer's
Board of Directors or a rejection by Employer's Board of Directors of a
definitive, written bona fide proposed amendment (which may contain usual and
customary conditions to closing) that has been approved by the lead banks of the
Senior Credit Facility and that is deemed viable and fair to the Employer by
Bank of America Securities in their capacity as advisors to Employer.

2.      The following sentence is added after the first sentence of Section
13.D:

Employee may terminate this Agreement by written notice to Employer at any time
within the period ending seven (7) calendar days following the Completion of the
Success Plan as described in Section 4.D of this Agreement.

3.      a. The first clause of the second sentence of Section 13.D is amended
and restated as follows:

In the event of a termination under this Section 13.D

        b. The following is added to the end of Section 13.D:



If Employee is terminated by Employer pursuant to this Section 13.D, after
execution and delivery by the parties thereto of agreements reflecting the
transactions contemplated in both of clauses (i) and (ii) of the Completion of
the Success Plan and prior to the earlier of the Completion of the Success Plan
or the termination of either of such agreements, Employee will receive the
Success Bonus and all other compensation due to him as if Employee had
terminated this Agreement pursuant to this Section 13.D. In the event of
Completion of the Success Plan and termination of this Agreement by Employee
pursuant to this Section 13.D, in addition to other compensation that Employee
is specifically entitled to under this Employment Agreement, (i) Employee will
receive (promptly after the results that are determinative of the earned bonus
are available) any Bonus earned but not paid at the time of termination, on a
pro rata basis (based on the percentage of the calendar year during which
Employee was employed) and (ii) Employee's stock options shall be treated as if
such termination had occurred under Section 13.E rather than Section 13.D.

4.      All capitalized terms used in this Amendment shall have the meaning
ascribed to them in the Employment Agreement and all other terms and conditions
of the Employment Agreement not specifically amended herein shall remain in full
force and effect as previously agreed upon by the parties.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
to be effective as of the day and year first above written.


BROADWING INC.                                    KEVIN W. MOONEY



- -------------------------------                   ------------------------------
Name:
Title:




                        Amendment to Employment Agreement

                                     Between

                     Broadwing Inc. and Thomas L. Schilling

        The Employment Agreement between Broadwing Inc., an Ohio corporation
(the "Employer") and Thomas L. Schilling (the "Employee") with an Effective date
of July 24, 2002 (the "Employment Agreement"), is hereby amended as follows as
of February 3, 2003:

1.      Section 4.D is added to Section 4:

Upon the "Completion of the Success Plan" (as defined below), in addition to any
other benefits and obligations owed to Employee, Employee shall be entitled to
payment of a bonus equal to 50% of the sum of the annual Base Salary plus the
Bonus target (the "Success Bonus"). If the Completion of the Success Plan is
achieved, the Success Bonus shall be payable no later than two business days
after the earlier of (x) the date that Employer receives notice from Employee of
Employee's termination of his employment pursuant to Section 13.D of this
Agreement or (y) December 31, 2003. The "Completion of the Success Plan"
referred to herein is defined as follows: (i) closing of a sale of the broadband
business of Broadwing Communications Inc., a Delaware corporation ("BCI")
including a sale of such business out of bankruptcy or a rejection by Employer's
Board of Directors of a definitive, written bona fide offer (which may contain
usual and customary conditions to closing) for BCI that is deemed viable and
fair to Employer by Lehman Brothers in their capacity as advisors to Employer;
(ii) closing of an amendment to the Employer's senior credit facility (the
"Senior Credit Facility") in form and substance satisfactory to the Employer's
Board of Directors or a rejection by Employer's Board of Directors of a
definitive, written bona fide proposed amendment (which may contain usual and
customary conditions to closing) that has been approved by the lead banks of the
Senior Credit Facility and that is deemed viable and fair to the Employer by
Bank of America Securities in their capacity as advisors to Employer; and (iii)
Employee's continued satisfactory performance of his assigned duties, as the
same may be modified by the board from time to time pursuant to Section 22 of
this Agreement (in addition to those services rendered to achieve the items in
(i) and (ii) of the Completion of the Success Plan) for the period extending
from the date hereof to the date six months after the date on which both of the
items in clauses (i) and (ii) have been achieved.

2.      The following sentence is added after the first sentence of Section
13.D:

Employee may terminate this Agreement by written notice to Employer at any time
within the period ending seven (7) calendar days following the Completion of the
Success Plan as described in Section 4.D of this Agreement.

3.      a. The first clause of the second sentence of Section 13.D is amended
and restated as follows:

In the event of a termination under this Section 13.D



        b. The following is added to the end of Section 13.D:

If Employee is terminated by Employer pursuant to this Section 13.D, after
execution and delivery by the parties thereto of agreements reflecting the
transactions contemplated in both of clauses (i) and (ii) of the Completion of
the Success Plan and prior to the earlier of the Completion of the Success Plan
or the termination of either of such agreements, Employee will receive the
Success Bonus and all other compensation due to him (including that referred to
in clauses (i) and (ii) in the following sentence) as if Employee had terminated
this Agreement pursuant to this Section 13.D. In the event of Completion of the
Success Plan and termination of this Agreement by Employee pursuant to this
Section 13.D, in addition to other compensation that Employee is specifically
entitled to under this Employment Agreement, (i) Employee will receive (promptly
after the results that are determinative of the earned bonus are available) any
Bonus earned but not paid at the time of termination, on a pro rata basis (based
on the percentage of the calendar year during which Employee was employed) and
(ii) Employee's stock options shall be treated as if such termination had
occurred under Section 13.E rather than Section 13.D.

4.      A Section 22 shall be added as follows:

22. At any time during the six month period following the completion of the
items referred to in clauses (i) and (ii) of the definition of Completion of the
Success Plan, Employer may change Employee's title to "Consultant" and may
modify Employee's role, responsibilities, duties (including those specified in
Section 3 hereof), authority and reporting relationships, provided that other
rights and obligations of the parties hereto shall remain in full force and
effect, including Employee's right to compensation and benefits and Employee's
obligation to comply with Section 3.D hereof.

5.      All capitalized terms used in this Amendment shall have the meaning
ascribed to them in the Employment Agreement and all other terms and conditions
of the Employment Agreement not specifically amended herein shall remain in full
force and effect as previously agreed upon by the parties.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
to be effective as of the day and year first above written.

BROADWING INC.                                    Thomas L. Schilling

- -------------------------------                   ------------------------------
Name:
Title:




                    Second Amendment to Employment Agreement

                                     Between

                       Broadwing Inc. and Jeffrey C. Smith

        The Employment Agreement between Broadwing Inc., an Ohio corporation
(the "Employer") and Jeffrey C. Smith (the "Employee") with an Effective Date of
January 1, 2000, as amended as of September 20, 2002, (the "Employment
Agreement"), is hereby amended as follows as of February 3, 2003:

1.      Section 4.D is added to Section 4:

Upon the "Completion of the Success Plan" (as defined below), in addition to any
other benefits and obligations owed to Employee, Employee shall be entitled to
payment of a bonus equal to 50% of the sum of the annual Base Salary plus the
Bonus target (the "Success Bonus"). If the Completion of the Success Plan is
achieved, the Success Bonus shall be payable no later than two business days
after the earlier of (x) the date that Employer receives notice from Employee of
Employee's termination of his employment pursuant to Section 13.D of this
Agreement or (y) December 31, 2003. The "Completion of the Success Plan"
referred to herein is defined as follows: (i) closing of a sale of the broadband
business of Broadwing Communications Inc., a Delaware corporation ("BCI")
including a sale of such business out of bankruptcy or a rejection by Employer's
Board of Directors of a definitive, written bona fide offer (which may contain
usual and customary conditions to closing) for BCI that is deemed viable and
fair to Employer by Lehman Brothers in their capacity as advisors to Employer;
(ii) closing of an amendment to the Employer's senior credit facility (the
"Senior Credit Facility") in form and substance satisfactory to the Employer's
Board of Directors or a rejection by Employer's Board of Directors of a
definitive, written bona fide proposed amendment (which may contain usual and
customary conditions to closing) that has been approved by the lead banks of the
Senior Credit Facility and that is deemed viable and fair to the Employer by
Bank of America Securities in their capacity as advisors to Employer; and (iii)
Employee's continued satisfactory performance of his assigned duties, as the
same may be modified by the board from time to time pursuant to Section 22 of
this Agreement (in addition to those services rendered to achieve the items in
(i) and (ii) of the Completion of the Success Plan) for the period extending
from the date hereof to the date six months after the date on which both of the
items in clauses (i) and (ii) have been achieved.

2.      The following sentence is added after the first sentence of Section
13.D:

Employee may terminate this Agreement by written notice to Employer at any time
within the period ending seven (7) calendar days following the Completion of the
Success Plan as described in Section 4.D of this Agreement.

3.      a. The first clause of the second sentence of Section 13.D is amended
and restated as follows:

In the event of a termination under this Section 13.D



        b. The following is added to the end of Section 13.D:

If Employee is terminated by Employer pursuant to this Section 13.D, after
execution and delivery by the parties thereto of agreements reflecting the
transactions contemplated in both of clauses (i) and (ii) of the Completion of
the Success Plan and prior to the earlier of the Completion of the Success Plan
or the termination of either of such agreements, Employee will receive the
Success Bonus and all other compensation due to him (including that referred to
in clauses (i) and (ii) in the following sentence) as if Employee had terminated
this Agreement pursuant to this Section 13.D. In the event of Completion of the
Success Plan and termination of this Agreement by Employee pursuant to this
Section 13.D, in addition to other compensation that Employee is specifically
entitled to under this Employment Agreement, (i) Employee will receive (promptly
after the results that are determinative of the earned bonus are available) any
Bonus earned but not paid at the time of termination, on a pro rata basis (based
on the percentage of the calendar year during which Employee was employed) and
(ii) Employee's stock options shall be treated as if such termination had
occurred under Section 13.E rather than Section 13.D.

4.      A Section 22 shall be added as follows:

22. At any time during the six month period following the completion of the
items referred to in clauses (i) and (ii) of the definition of Completion of the
Success Plan, Employer may change Employee's title to "Consultant" and may
modify Employee's role, responsibilities, duties (including those specified in
Section 3 hereof), authority and reporting relationships, provided that other
rights and obligations of the parties hereto shall remain in full force and
effect, including Employee's right to compensation and benefits and Employee's
obligation to comply with Section 3.D hereof.

5.      All capitalized terms used in this Amendment shall have the meaning
ascribed to them in the Employment Agreement and all other terms and conditions
of the Employment Agreement not specifically amended herein shall remain in full
force and effect as previously agreed upon by the parties.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
to be effective as of the day and year first above written.

BROADWING INC.                                    Jeffrey C. Smith

- -------------------------------                   ------------------------------
Name:
Title:




                        Amendment to Employment Agreement

                                     Between

                     Broadwing Inc. and Michael W. Callaghan

        The Employment Agreement between by Broadwing Inc., an Ohio corporation
(the "Employer") and Michael W. Callaghan (the "Employee") with an Effective
Date of December 4, 2001 (the "Employment Agreement"), is hereby amended as
follows as of February 3, 2003:

1.      Section 4.D is added to Section 4:

Upon the "Completion of the Success Plan" (as defined below), in addition to any
other benefits and obligations owed to Employee, Employee shall be entitled to
payment of a bonus equal to 50% of the sum of the annual Base Salary plus the
Bonus target (the "Success Bonus"). If the Completion of the Success Plan is
achieved, the Success Bonus shall be payable no later than two business days
after the earlier of (x) the date that Employer receives notice from Employee of
Employee's termination of his employment pursuant to Section 13.D of this
Agreement or (y) December 31, 2003. The "Completion of the Success Plan"
referred to herein is defined as follows: (i) closing of a sale of the broadband
business of Broadwing Communications Inc., a Delaware corporation ("BCI")
including a sale of such business out of bankruptcy or a rejection by Employer's
Board of Directors of a definitive, written bona fide offer (which may contain
usual and customary conditions to closing) for BCI that is deemed viable and
fair to Employer by Lehman Brothers in their capacity as advisors to Employer;
(ii) closing of an amendment to the Employer's senior credit facility (the
"Senior Credit Facility") in form and substance satisfactory to the Employer's
Board of Directors or a rejection by Employer's Board of Directors of a
definitive, written bona fide proposed amendment (which may contain usual and
customary conditions to closing) that has been approved by the lead banks of the
Senior Credit Facility and that is deemed viable and fair to the Employer by
Bank of America Securities in their capacity as advisors to Employer; and (iii)
Employee's continued satisfactory performance of his assigned duties, as the
same may be modified by the board from time to time pursuant to Section 22 of
this Agreement (in addition to those services rendered to achieve the items in
(i) and (ii) of the Completion of the Success Plan) for the period extending
from the date hereof to the date six months after the date on which both of the
items in clauses (i) and (ii) have been achieved.

2.      The following sentence is added after the first sentence of Section
13.D:

Employee may terminate this Agreement by written notice to Employer at any time
within the period ending seven (7) calendar days following the Completion of the
Success Plan as described in Section 4.D of this Agreement.

3.      a. The first clause of the second sentence of Section 13.D is amended
and restated as follows:

In the event of a termination under this Section 13.D



        b. The following is added to the end of Section 13.D:

If Employee is terminated by Employer pursuant to this Section 13.D, after
execution and delivery by the parties thereto of agreements reflecting the
transactions contemplated in both of clauses (i) and (ii) of the Completion of
the Success Plan and prior to the earlier of the Completion of the Success Plan
or the termination of either of such agreements, Employee will receive the
Success Bonus and all other compensation due to him (including that referred to
in clauses (i) and (ii) in the following sentence) as if Employee had terminated
this Agreement pursuant to this Section 13.D. In the event of Completion of the
Success Plan and termination of this Agreement by Employee pursuant to this
Section 13.D, in addition to other compensation that Employee is specifically
entitled to under this Employment Agreement, (i) Employee will receive (promptly
after the results that are determinative of the earned bonus are available) any
Bonus earned but not paid at the time of termination, on a pro rata basis (based
on the percentage of the calendar year during which Employee was employed) and
(ii) Employee's stock options shall be treated as if such termination had
occurred under Section 13.E rather than Section 13.D.

4.      A Section 22 shall be added as follows:

22. At any time during the six month period following the completion of the
items referred to in clauses (i) and (ii) of the definition of Completion of the
Success Plan, Employer may change Employee's title to "Consultant" and may
modify Employee's role, responsibilities, duties (including those specified in
Section 3 hereof), authority and reporting relationships, provided that other
rights and obligations of the parties hereto shall remain in full force and
effect, including Employee's right to compensation and benefits and Employee's
obligation to comply with Section 3.D hereof.

5.      All capitalized terms used in this Amendment shall have the meaning
ascribed to them in the Employment Agreement and all other terms and conditions
of the Employment Agreement not specifically amended herein shall remain in full
force and effect as previously agreed upon by the parties.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
to be effective as of the day and year first above written.

BROADWING INC.                                    Michael W. Callaghan

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Name:
Title: