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 25, 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                                       (Zip Code)
       executive offices)


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






FORM 8-K                                                          BROADWING INC.


ITEM 5.   OTHER EVENT.

Broadwing Inc. (NYSE: BRW) today announced that it has reached an agreement
to sell the assets of its broadband business, Broadwing Communications Services
Inc., including the Broadwing name, to privately held C III Communications, LLC,
for $129 million in cash. 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:  February 25, 2003

EX-99.I

                                                                   EXHIBIT 99(i)


BROADWING INC.
PRESS RELEASE

                                    CONTACTS
                                    --------

BROADWING INC.                 CEQUEL III                    CORVIS CORP.
Thomas Osha (media)            Pete Abel                     Andrew Backman
513.397.7316                   314.965.2020                  301.310.3080
tom.osha@broadwing.com         peteabel2003@yahoo.com        abackman@corvis.com
- ----------------------         ----------------------        -------------------

Mike Hemsath (investors)
513.397.7788
mike.hemsath@broadwing.com
- --------------------------

                     BROADWING INC. TO SELL BROADBAND ASSETS
                             TO C III COMMUNICATIONS

o Strategic Fit for Growth-Oriented Telecom and Cable Investment Group
o Sale Provides Continuity for Customers and Employees
  o Proceeds to be Used to Further Reduce Debt
  o Unit Will Continue to Operate as Broadwing Communications
  o Cincinnati Bell Will Continue to Use Broadwing Network as Foundation
    for Long Distance Voice and Data Services

CINCINNATI - February 25, 2003 --Broadwing Inc. (NYSE: BRW) today announced that
it has reached an agreement to sell the assets of its broadband business,
Broadwing Communications Services Inc., including the Broadwing name, to
privately held C III Communications, LLC, for $129 million in cash. Under terms
of the agreement, C III Communications will assume certain long-term operating
liabilities of Broadwing Communications Services Inc., will continue providing
services to customers, and will retain current employees. The asset purchase
agreement was signed after approval by the companies' boards and is subject to
customary closing conditions, including approval by the Federal Communications
Commission and relevant state public utility commissions.

C III Communications' investors include Cequel III, LLC, an investment and
management company based in St. Louis, Missouri, and Corvis Corporation, a
telecommunications equipment provider based in Columbia, Maryland. Broadwing
Inc. will retain a minority interest in C III




Communications. Cequel III will take the lead in supervising the management
of the new company, which will continue to do business under the Broadwing name.

"This announcement represents a significant step forward in our five-point
restructuring plan, especially given our commitment to strengthening our
financial position and reducing debt," said Kevin Mooney, Broadwing's Chief
Executive Officer. "We continue to work toward other key objectives, including
renegotiating our current bank credit facility and closing our previously
announced $350 million financing commitment."

BROADWING INC.'S LOCAL COMMUNICATIONS SUBSIDIARY, CINCINNATI BELL, WILL REMAIN A
CUSTOMER OF BROADWING COMMUNICATIONS SERVICES INC. UNDER ITS NEW OWNERSHIP.
CINCINNATI BELL WILL CONTINUE TO MARKET BROADWING COMMUNICATIONS' BROADBAND
PRODUCTS TO BUSINESS CUSTOMERS AND SELL LONG DISTANCE SERVICES, UNDER THE
CINCINNATI BELL ANY DISTANCE BRAND, TO RESIDENTIAL AND BUSINESS CUSTOMERS IN THE
GREATER CINCINNATI MARKET.

"The assets of Broadwing Communications will provide C III Communications with a
significant opportunity to bring the benefits of a nationwide next-generation
telecommunications network to our growing number of enterprise and carrier
customers. The unique advantages of the world's first intelligent, all-optical
switched network will also enable the company to develop new market
opportunities in the telecom, cable and wireless industries," said Jerald L.
Kent, President and Chief Executive Officer of Cequel III. "With a newly
capitalized and debt-free structure, we will have the opportunity to greatly
expand market presence, while retaining the employees and continuing to provide
unparalleled, uninterrupted service to our customers. It is a sound strategic
fit with the investments Cequel III has made to date and those we hope to make
in the future."

"We believe this is an attractive investment that offers promising returns and
financial diversification," said Lynn Anderson, Senior Vice President, Chief
Financial Officer and Treasurer, Corvis Corporation. "Corvis offers
industry-leading, next-generation optical networking solutions to global
carriers."




The assets acquired by C III Communications include 18,700 recently completed
route miles of the latest generation of fiber optic cables; the industry's only
true intelligent, all-optical switched network; a state-of-the-art network
operations center; and all the other network elements necessary to provide
state-of-the-art integrated and managed broadband telecommunications services.
Through these assets, Broadwing Communications Services Inc. provides managed
network solutions and broadband telecommunications services to more than 1,000
corporate customers in 137 of the top 150 markets in the United States;
broadband transportation services to major telecommunications carriers; and
long-distance telecommunications services to more than 150,000 customers.

"For our customers and employees, this transaction provides continuity and
consistency," said Bob Shingler, President, Broadwing Communications. "Our
expanding set of leading business and carrier accounts can be assured that
Broadwing employees will continue to provide the high-quality products and
services they have come to expect, backed by our unparalleled commitment to
customer service and support."

Lehman Brothers acted as the lead financial advisor with Banc of America
Securities as co-advisor to Broadwing Inc.

                                      # # #


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 18,700-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.



ABOUT CEQUEL III, LLC
Cequel III was founded in January 2002 as a privately held company. Its mission
is to acquire or invest in, and subsequently to manage, growth-oriented firms in
the telecommunications and cable industries, focusing on those companies that
offer platforms for future acquisitions and industry consolidation. In May 2002,
Cequel III made equity investments in and assumed management of AAT
Communications Corporation, which owns or manages more than 6,000 tower sites
across the United States, leasing tower space for wireless voice and data
services to a broad tenant base. On February 12, 2003, Cequel III announced that
it had assumed management of and agreed to invest in Classic Communications, a
cable provider with 325,000 subscribers. On February 21, Cequel III announced
that, subject to regulatory approvals and customary closing conditions, it had
entered into an agreement with certain affiliates of Shaw Communications, Inc.,
to purchase that company's Texas-based cable systems, which serve approximately
27,000 customers.

ABOUT CORVIS CORP.
From point-to-point links to all-optical networks to transoceanic systems,
Corvis Corporation delivers innovative optical network solutions that drive
carrier profitability faster than any other vendor. Headquartered in Columbia,
MD, Corvis provides carriers with scalable optical networking solutions and
services that dramatically reduce the overall expenses associated with building
and operating networks. Carriers deploying Corvis' optical network solutions can
provision new wavelength-based services and tailor dynamic service-level
agreements for rapid revenue generation. For more information about Corvis,
please visit its Web site www.corvis.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.