UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No.  171871106

Page 2 of 18

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Limited Partnership

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Illinois limited partnership
U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
13,184,044 common shares
1,400 call options (exercisable into 140,000 common shares)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
See Row 6 above.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 245,178,489 common shares issued and outstanding as of March 10, 2004).

12.

Type of Reporting Person (See Instructions)
PN; HC

CUSIP No.  171871106

Page 3 of 18

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GLB Partners, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware limited partnership
U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
13,184,044 common shares
1,400 call options (exercisable into 140,000 common shares)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
See Row 6 above.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 245,178,489 common shares issued and outstanding as of March 10, 2004).

12.

Type of Reporting Person (See Instructions)
PN; HC

CUSIP No.  171871106

Page 4 of 18

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Investment Group, L.L.C.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware limited liability company
U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
13,184,044 common shares
1,400 call options (exercisable into 140,000 common shares)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
See Row 6 above.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 245,178,489 common shares issued and outstanding as of March 10, 2004).

12.

Type of Reporting Person (See Instructions)
OO; HC

CUSIP No.  171871106

Page 5 of 18

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Kenneth Griffin

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
U.S. Citizen
U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
13,184.044 common shares
1,400 call options (exercisable into 140,000 common shares)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
See Row 6 above.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 245,178,489 common shares issued and outstanding as of March 10, 2004).

12.

Type of Reporting Person (See Instructions)
IN; HC

CUSIP No.  171871106

Page 6 of 18

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Wellington Partners L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Illinois limited partnership

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
13,184,044 common shares
1,400 call options (exercisable into 140,000 common shares)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
See Row 6 above.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 245,178,489 common shares issued and outstanding as of March 10, 2004).

12.

Type of Reporting Person (See Instructions)
PN; HC

CUSIP No.  171871106

Page 7 of 18

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Wellington Partners L.P. SE

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware limited partnership

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
13,184,044 common shares
1,400 call options (exercisable into 140,000 common shares)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
See Row 6 above.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 245,178,489 common shares issued and outstanding as of March 10, 2004).

12.

Type of Reporting Person (See Instructions)
PN; HC

CUSIP No.  171871106

Page 8 of 18

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Kensington Global Strategies Fund Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Bermuda company

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
13,184,044 common shares
1,400 call options (exercisable into 140,000 common shares)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
See Row 6 above.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 245,178,489 common shares issued and outstanding as of March 10, 2004).

12.

Type of Reporting Person (See Instructions)
CO; HC

CUSIP No.  171871106

Page 9 of 18

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Equity Fund Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Cayman Islands company

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
13,184,044 common shares
1,400 call options (exercisable into 140,000 common shares)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
See Row 6 above.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 245,178,489 common shares issued and outstanding as of March 10, 2004).

12.

Type of Reporting Person (See Instructions)
CO; HC

CUSIP No.  171871106

Page 10 of 18

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Distressed and Credit Opportunity Fund Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Cayman Islands company

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
13,184,044 common shares
1,400 call options (exercisable into 140,000 common shares)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
See Row 6 above.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 245,178,489 common shares issued and outstanding as of March 10, 2004).

12.

Type of Reporting Person (See Instructions)
CO; HC

CUSIP No.  171871106

Page 11 of 18

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Jackson Investment Fund Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Cayman Islands company

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
13,184,044 common shares
1,400 call options (exercisable into 140,000 common shares)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
See Row 6 above.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 245,178,489 common shares issued and outstanding as of March 10, 2004).

12.

Type of Reporting Person (See Instructions)
CO; HC

CUSIP No.  171871106

Page 12 of 18

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Citadel Credit Trading Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Cayman Islands company

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
13,184,044 common shares
1,400 call options (exercisable into 140,000 common shares)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
See Row 6 above.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 6 above.

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 245,178,489 common shares issued and outstanding as of March 10, 2004).

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No.  171871106

Page 13 of 18

Item 1.

(a)

Name of Issuer
CINCINNATI BELL INC.

(b)

Address of Issuer’s Principal Executive Offices
201 East Fourth Street
Cincinnati, OH 45202

Item 2.

(a)

Name of Person Filing

(b)

Address of Principal Business Office or, if none, Residence

(c)

Citizenship

CUSIP No.  171871106

Page 14 of 18

CUSIP No.  171871106

Page 15 of 18

(d)

Title of Class of Securities
Common Shares, par value $0.01 per share

(e)

CUSIP Number
171871106

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box.  ý

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

CITADEL LIMITED PARTNERSHIP
GLB PARTNERS, L.P.
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL WELLINGTON PARTNERS L.P.
CITADEL WELLINGTON PARTNERS L.P. SE
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.
CITADEL DISTRESSED AND CREDIT OPPORTUNITY FUND LTD.
CITADEL JACKSON INVESTMENT FUND LTD.
CITADEL CREDIT TRADING LTD.

(a)

Amount beneficially owned:

13,184,044 common shares

1,400 call options (exercisable into 140,000 common shares)

CUSIP No.  171871106

Page 16 of 18

(b)

Percent of class:

Approximately 5.4% as of the date of this filing (based on 245,178,489 common shares issued and outstanding as of March 10, 2004).

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

0

(ii)

Shared power to vote or to direct the vote

See item (a) above.

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

See item (a) above.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

See Item 2 above.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No.  171871106

Page 17 of 18

Dated this 20th day of April, 2004

KENNETH GRIFFIN

By:

/s/ Adam C. Cooper

Adam C. Cooper, attorney-in-fact*

CITADEL LIMITED PARTNERSHIP

CITADEL INVESTMENT GROUP, L.L.C.

By:

GLB Partners, L.P.,

By:

/s/ Adam C. Cooper

its General Partner

Adam C. Cooper, Senior Managing

Director and General Counsel

By:

Citadel Investment Group, L.L.C.,

its General Partner

CITADEL EQUITY FUND LTD.

By:

/s/ Adam C. Cooper

By:

Citadel Limited Partnership,

Adam C. Cooper, Senior Managing

its Portfolio Manager

Director and General Counsel

By:

GLB Partners, L.P.,

GLB PARTNERS, L.P.

its General Partner

By:

Citadel Investment Group, L.L.C.,

By:

Citadel Investment Group, L.L.C.,

its General Partner

its General Partner

By:

/s/ Adam C. Cooper

By:

/s/ Adam C. Cooper

Adam C. Cooper, Senior Managing

Adam C. Cooper, Senior Managing

Director and General Counsel

Director and General Counsel

CITADEL WELLINGTON PARTNERS
L.P.

CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.

By:

Citadel Limited Partnership,

By:

Citadel Limited Partnership,

its General Partner

its Portfolio Manager

By:

GLB Partners, L.P.,

By:

GLB Partners, L.P.,

its General Partner

its General Partner

By:

Citadel Investment Group, L.L.C.,

By:

Citadel Investment Group, L.L.C.,

its General Partner

its General Partner

By:

/s/ Adam C. Cooper

By:

/s/ Adam C. Cooper

Adam C. Cooper, Senior Managing

Adam C. Cooper, Senior Managing

Director and General Counsel

Director and General Counsel

CUSIP No.  171871106

Page 18 of 18

CITADEL WELLINGTON PARTNERS
L.P. SE

CITADEL DISTRESSED AND CREDIT OPPORTUNITY FUND LTD.

By:

Citadel Limited Partnership,

By:

Citadel Limited Partnership,

its General Partner

its Portfolio Manager

By:

GLB Partners, L.P.,

By:

GLB Partners, L.P.,

its General Partner

its General Partner

By:

Citadel Investment Group, L.L.C.,

By:

Citadel Investment Group, L.L.C.,

its General Partner

its General Partner

By:

/s/ Adam C. Cooper

By:

/s/ Adam C. Cooper

Adam C. Cooper, Senior Managing

Adam C. Cooper, Senior Managing

Director and General Counsel

Director and General Counsel

CITADEL JACKSON INVESTMENT FUND LTD.

CITADEL CREDIT TRADING LTD.

By:

Citadel Limited Partnership,

By:

Citadel Limited Partnership,

its Portfolio Manager

its Portfolio Manager

By:

GLB Partners, L.P.,

By:

GLB Partners, L.P.,

its General Partner

its General Partner

By:

Citadel Investment Group, L.L.C.,

By:

Citadel Investment Group, L.L.C.,

its General Partner

its General Partner

By:

/s/ Adam C. Cooper

By:

/s/ Adam C. Cooper

Adam C. Cooper, Senior Managing

Adam C. Cooper, Senior Managing

Director and General Counsel

Director and General Counsel