SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PETERSON MARK W (Last) (First) (Middle) 201 EAST FOURTH STREET (Street) CINCINNATI OH 45202 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 08/15/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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								9,002.668	I	By Trustee of 401K
Common Stock(1)	08/15/2006		S		7,120	D	$4.73	7,009.8401	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$22.375							03/31/2000(3)	03/31/2009	Common Stock	15,000		15,000	D
Option to Buy(2)	$22.25							01/04/2002	01/04/2009	Common Stock	400		400	D
Option to Buy(2)	$16.7813							09/17/2001(4)	09/17/2009	Common Stock	25,000		25,000	D
Option to Buy(2)	$35.9688							01/03/2001(3)	01/03/2010	Common Stock	15,000		15,000	D
Option to Buy(2)	$22.8438							01/02/2002(5)	01/02/2011	Common Stock	10,000		10,000	D
Option to Buy(2)	$9.645							12/04/2002(5)	12/04/2011	Common Stock	12,500		12,500	D
Option to Buy(2)	$3.48							12/05/2003(5)	12/05/2012	Common Stock	15,000		15,000	D
Option to Buy(2)	$4.125							03/20/2004(5)	03/20/2013	Common Stock	35,000		35,000	D
Option to Buy(2)	$5.655							12/04/2004(5)	12/04/2013	Common Stock	18,000		18,000	D
Option to Buy(2)	$3.7							12/03/2005(5)	12/03/2014	Common Stock	7,500		7,500	D
Option to Buy(2)	$3.86							05/20/2006(5)	05/20/2015	Common Stock	40,000		40,000	D
Option to Buy(2)	$4.22							10/24/2006(5)	10/24/2015	Common Stock	40,000		40,000	D
Option to Buy(2)	$3.995							12/01/2005(6)	12/01/2015	Common Stock	20,000		20,000	D

Explanation of Responses:

1. Restricted shares granted pursuant to the Cincinnati Bell Inc. 1997 Long Term Incentive Plan which is a Rule 16b-3 Plan.

2. Option shares granted under the 1997 Long Term Incentive Plan which is a Rule 16b-3 Plan.

3. 3-Year vesting schedule: 25% one year from grant date; 25% two years from grant date; 50% three years from grant date.

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. Options have a 3 year vesting schedule: 28% one year from grant date and 3% for each of the remaining 24 months.

6. 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.

Remarks:

	Christopher J. Wilson by Power of Attorney for Mark W. Peterson	08/17/2006
	** Signature of Reporting Person	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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