<PAGE>

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                             FORM 10-Q




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

For the quarterly period ended    March 31, 1997
                               ________________________________________

                                 OR

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


For the transition period from         to
                               ________  ______________________________

Commission file number                0-873
                       ________________________________________________

                              PACIFIC TELECOM, INC.
_______________________________________________________________________
            (Exact name of registrant as specified in its charter)

        Washington                                      91-0644974
_______________________________________________________________________
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)


805 Broadway, P.O. Box 9901, Vancouver, Washington       98668-8701
_______________________________________________________________________
    (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code  (360)905-5800
                                                   ____________________

                             No Change
_______________________________________________________________________
(Former name, former address and former fiscal year, if changed since 
 last report)


    Indicate by check mark whether the registrant (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant  was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  


                             Yes  X      No
                                 ___       ___

    Indicate the number of  shares  outstanding  of  each of  the issuer's
classes of common stock, as of the latest practicable date. 


    Common Stock, no par value              100 shares
__________________________________________________________________________
         (Title of Class)          (Outstanding at May 9, 1997)

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (A) 
AND  (B) OF FORM 10-Q AND IS  THEREFORE FILING THIS  FORM WITH THE REDUCED
DISCLOSURE FORMAT.
<PAGE>
<TABLE>
                           PACIFIC TELECOM, INC.

                                  INDEX
                                  _____
<CAPTION>
PART I  FINANCIAL INFORMATION:                                      PAGE NO.
        _____________________                                       _______
<S>                                                                   <C>
        Item 1 - Financial Statements:

                 Consolidated Balance Sheets -
                   March 31, 1997 and December 31, 1996                3


                 Consolidated Statements of Income -
                   Three months ended March 31, 1997 and 1996          4


                 Consolidated Statements of Cash Flows -
                   Three months ended March 31, 1997 and 1996          5


                 Condensed Notes to Consolidated
                   Financial Statements                              6 - 7



        Item 2 - Management's Discussion and Analysis of Financial
                   Condition and Results of Operations               8 - 10




PART II OTHER INFORMATION:
        _________________

        Item 6 - Exhibits and Reports on Form 8-K                     10

        Signatures                                                    11
</TABLE>
                                     -2-
<PAGE>
<TABLE>
PART I    FINANCIAL INFORMATION
Item 1. - Financial Statements
<CAPTION>
                             PACIFIC TELECOM, INC.
                         Consolidated Balance Sheets
                                 (Unaudited)

                                    ASSETS
                                    ______
                                                   March 31,    December 31,
                                                     1997           1996
                                                   _________    ___________
                                                       (In thousands)
<S>                                               <C>            <C>
Current assets:
 Cash and temporary cash investments              $   10,954     $    9,421
 Accounts receivable                                 100,873         97,705
 Accounts and notes receivable - affiliates (Note 2)  37,791         62,345
 Material and supplies (at average cost)               8,421          8,676
 Inventory - North Pacific Cable                      49,420         53,883
 Other                                                 9,335          6,428
                                                   _________      _________
  Total current assets                               216,794        238,458

Investments                                          112,694        131,621

Plant in service:
 Telecommunications                                1,653,128      1,631,443
 Other                                                22,507         22,444
 Less accumulated depreciation                       743,171        721,462
                                                   _________      _________
                                                     932,464        932,425
                                                   _________      _________
 Construction work in progress                        12,373         16,140
  Net plant                                          944,837        948,565

Intangible assets - net                              367,105        365,451

Deferred charges                                      19,671         17,713
                                                   _________      _________
  Total assets                                    $1,661,101     $1,701,808
                                                   _________      _________
                                                   _________      _________


                   LIABILITIES AND SHAREHOLDER'S EQUITY
                   ____________________________________

Current liabilities:
 Currently maturing long-term debt                $   15,890     $   15,813
 Notes payable                                            -          18,000
 Accounts payable                                     48,247         48,138
 Accrued liabilities                                  51,877         52,788
 Dissenters' rights (Note 2)                          26,497         27,930
 Accrued access and unearned revenue                   5,480          7,216
                                                   _________      _________
  Total current liabilities                          147,991        169,885

Long-term debt                                       501,388        527,906

Deferred income taxes (Note 4)                       153,136        152,116

Unamortized investment tax credits                     4,851          5,203

Other long-term liabilities                           53,244         51,607

Minority interest                                     17,831         17,216

Shareholder's equity:  
 Common stock                                             -              -
 Additional paid-in capital                          225,943        225,943
 Retained earnings (Note 3)                          556,717        551,932
                                                   _________      _________
  Total shareholder's equity                         782,660        777,875
                                                   _________      _________
  Total liabilities and shareholder's equity       1,661,101     $1,701,808
                                                   _________      _________
                                                   _________      _________

<FN>
    See accompanying condensed notes to consolidated financial statements.
</TABLE>
                                     -3-
<PAGE>
<TABLE>
                            PACIFIC TELECOM, INC.
                     Consolidated Statements of Income
                                (Unaudited)
<CAPTION>
                                                       Three Months Ended
                                                            March 31,
                                                       __________________
                                                         1997       1996
                                                       _______    _______
                                                         (In thousands)
<S>                                                    <C>        <C>
Operating revenues:
  Local network service                                $ 36,684   $ 33,255
  Network access service                                 63,622     63,471
  Long distance network service                             399        423
  Sales of cable capacity                                   112         75
  Cellular                                               10,219      8,768
  Other                                                  16,951     16,291
                                                        _______    _______
       Total operating revenues                         127,987    122,283
                                                        _______    _______
Operating expenses:
  Plant support                                          21,732     22,035
  Depreciation and amortization                          26,755     25,340
  Leased circuits                                           536        407
  Other operating expense                                 6,863      7,269 
  Cost of cable sales                                        54         36
  Customer operations                                    10,373     11,049 
  Administrative support                                 16,581     16,004 
  Taxes other than income taxes                           4,935      4,788
                                                        _______    _______
       Total operating expenses                          87,829     86,928 
                                                        _______    _______
Operating income                                         40,158     35,355 
                                                        _______    _______

Other income (expense):
  Interest expense                                      (10,507)   (10,053)
  Interest income                                           743        605
  Gain on sale of subsidiaries and investments            1,317        815 
  Equity income                                           1,258        935
  Other                                                  (1,660)    (1,444)
                                                        _______    _______

       Other income (expense) - net                      (8,849)    (9,142)
                                                        _______    _______

Income before income taxes                               31,309     26,213 

Income taxes (Note 4)                                    12,898     10,196 
                                                        _______    _______

Net income                                            $  18,411   $ 16,017
                                                        _______    _______
                                                        _______    _______

<FN>
   See accompanying condensed notes to consolidated financial statements.
</TABLE>
                                    -4-
<PAGE>
<TABLE>
                           PACIFIC TELECOM, INC.
                   Consolidated Statements of Cash Flows
                                (Unaudited)
<CAPTION>
                                                          Three Months Ended
                                                               March 31,    
                                                          __________________
                                                            1997       1996 
                                                          _______    _______
                                                            (In thousands)
<S>                                                       <C>        <C>
Cash Flows from Operating Activities:
  Net income                                              $18,411    $16,017 
  Adjustments to reconcile net income
   to net cash provided by operating activities:
    Depreciation and amortization                          28,991     27,197 
    Deferred income taxes and investment tax credits, net   3,350      1,624 
    Gain on sale of subsidiaries and investments           (1,317)      (815)
    Gains from unconsolidated entities, net                (1,259)      (821)
    Accounts receivable and other current assets              401     (5,438)
    Accounts payable and accrued liabilities               (5,587)    10,784 
    Other                                                   1,205      3,729
                                                          _______     ______
       Net cash provided by operating activities           44,195     52,277
                                                          _______     ______


Cash Flows from Investing Activities:
  Construction expenditures                               (15,928)   (19,892)
  Investments in and advances to affiliates                 1,304     (1,332)
  Proceeds from sales of assets                            11,694      1,822
                                                          _______    _______

       Net cash used by investing activities               (2,930)   (19,402)
                                                          _______    _______

Cash Flows from Financing Activities:
 Decrease in short-term debt                              (43,000)   (18,000)
 Change in affiliated notes                                18,336         -
 Proceeds from issuance of long-term debt                      -       1,740
 Dividends paid                                           (13,625)   (13,066)
 Payments of long-term debt                                (1,443)    (2,155)
                                                          _______    _______

       Net cash used by financing activities              (39,732)   (31,481)
                                                          _______    _______

Increase in Cash and Temporary Cash Investments             1,533      1,394

Cash and Temporary Cash Investments at Beginning of Period  9,421      6,331 
                                                          _______    _______
Cash and Temporary Cash Investments at End of Period      $10,954    $ 7,725 
                                                          _______    _______
                                                          _______    _______

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the three months ended March 31 for:

    Interest                                              $16,242    $15,121 
    Income Taxes                                            7,651        466
<FN>

   See accompanying condensed notes to consolidated financial statements.

                                    -5-
<PAGE>
           Condensed Notes to Consolidated Financial Statements
                                (Unaudited)


1.  The  consolidated financial statements include  all normal  adjustments
    which, in the opinion of management,  are necessary  to present  fairly
    the   consolidated  financial  position  at  March  31,  1997, and  the
    consolidated results of operations and cash flows for the three  months
    ended March 31, 1997 and 1996.  These consolidated financial statements
    should be read in conjunction with the financial statements and related
    notes  included  in  the  latest  annual  report  filed on Form 10-K of
    Pacific Telecom, Inc. (Company). The consolidated results of operations
    presented  herein  are  not necessarily indicative of the results to be
    expected  for  the  year.   The  1996 consolidated financial statements
    reflect  certain  reclassifications  to  conform  to  the  current year
    presentation.    These  reclassifications  have no effect on previously
    stated net income.

2.  The  Company  is  a  wholly-owned  subsidiary  of  PacifiCorp Holdings,
    Inc.(Holdings), which is  a wholly-owned subsidiary of PacifiCorp.  See
    Note  2  to  the  Consolidated  Financial  Statements  included  in the
    Company's Annual Report on Form 10-K  for the year  ended December  31,
    1996, for information related to the affiliated note for amounts  to be
    paid dissenters relating to the minority buy-out.

3.  Certain  loan  agreements contain provisions restricting the payment of
    cash dividends.  Retained  earnings  of approximately $263 million were
    available for dividends and other distributions at March 31, 1997.  

    The  Company's ratio of  earnings to fixed charges for the three months
    ended  March 31,  1997,   calculated  in  accordance  with  Item 503 of
    Regulation S-K under the Securities Exchange Act of 1934, was 3.7 to 1.  


4.  The Company's effective  combined  state  and federal income tax rates
    were  41.2  percent  and  38.9  percent  for  the  three  months ended
    March 31, 1997 and 1996, respectively. The effective tax rate increase
    in the  first  quarter  of  1997 was due in large part to a deferred
    intercompany gain triggered by the sale of a subsidiary, Wayside Telcom,
    Inc., in  February.  The deferred intercompany gain generated $740,000
    of  income  tax  expense  in  excess  of the statutory rate due to the
    "Goodwill" investment associated with the telephone and cable television  
    subsidiaries  that  were  spun  off  from Wayside Telcom in 1994.  No
    deferred  taxes were provided on such Goodwill resulting in the higher
    tax expense.  The difference between taxes calculated at the statutory
    federal  rates  and  the effective combined rates for 1997 and 1996 is
    reconciled as follows:

                                                         1997    1996
                                                         ____    ____
                                                
    Federal statutory rate                               35.0%   35.0%
    State income taxes, net of federal benefit            3.1     3.6
    Amortization of investment tax credits               (1.1)   (1.6)
    Amortization of excess deferred income taxes          (.4)    (.6)
    Amortization of excess cost                           1.8     2.9 
    Recapture Wayside deferred tax on intercompany gain   2.7      -
    Other                                                  .1     (.4)
                                                         ____    ____
    Effective tax rate                                   41.2%   38.9%
                                                         ____    ____
                                                         ____    ____
                                    -6-
<PAGE>
           Condensed Notes to Consolidated Financial Statements
                                (Unaudited)

    The components of income tax expense are as follows:

                                                     Three Months Ended     
                                                          March 31,    
                                                     __________________ 
                                                       1997      1996  
                                                     _______    ______   
                                                       (In thousands)

    Federal income taxes                             $11,387   $ 8,728 
    State income taxes                                 1,511     1,468 
                                                      ______    ______
                                                     $12,898   $10,196
                                                      ______    ______
                                                      ______    ______

    Income taxes currently payable                   $ 9,548   $ 8,572
    Deferred income taxes                              3,703     2,056
    Amortization of deferred investment tax credits     (353)     (432)
                                                      ______    ______
                                                     $12,898   $10,196
                                                      ______    ______
                                                      ______    ______


5.  On April 11, 1997, the  Company signed a letter of intent with Century
    Telephone Enterprises, Inc. (Century) whereby the Company will exchange
    the  stock  of  its wholly-owned subsidiary, Pacific  Telecom Cellular,
    Inc.,  in  return  for  $164.4   million  in  cash  and  LEC properties
    representing  more  than  18,000 of Century's telephone access lines in
    Arizona,  Colorado,  Idaho  and  New  Mexico.   The  Company's cellular
    ownership  interests  in its Alaska markets are not included as part of
    this transaction. 

    This  planned sale is not expected to affect net income when completed.
    The  Company  acquired  most of this cellular portfolio through various
    tax  deferred  transactions.   With the completion of this transaction,
    the  deferred  income  taxes  will  become  due  and  payable.  The tax
    payments  are expected to be approximately $63 million and will be paid 
    out of the cash proceeds of the sale.  

    Condensed income information for Pacific Telecom Cellular, Inc.,
    excluding Alaska operations, is as follows:

                                                  Three Months Ended
                                                       March 31,
                                                  __________________
                                                    1997      1996
                                                  ________   _______
                                                    (In thousands)

       Operating revenues                          $9,243    $7,843
       Operating income                             1,577       895
       Net income                                     597       272

                                    -7-
<PAGE>
Item 2.            Management's Discussion and Analysis of
                Financial Condition and Results of Operations*

                        Three Months Ended March 31
                        ___________________________


Results of Operations
_____________________

The  Company's  net  income for the  three months ended March 31, 1997 was
$18.4  million,  an  increase  of 14.9 percent  compared to net  income of
$16.0  million  for the  same  period in 1996.  Operating income increased
13.6  percent  or  $4.8  million in the first  quarter of 1997 compared to
1996.  Operating  income increased due to LEC internal  access line growth
and higher enhanced services revenue.

Operating  revenues for the first quarter of 1997 were $128.0 million, an
increase  of $5.7  million, or 4.7 percent,  compared to  the  same period
in 1996.  Local  network service revenues grew $3.4 million due to higher
LEC enhanced services  revenues of $1.7 million and revenues from internal
access  line  growth  of $1.5 million.  Cellular  revenues increased  $1.5
million due to customer growth.  Other revenue increased $.7 million   due
to $1.1 million  received  from AT&T relating to services provided to AT&T
Alascom.

Operating  expenses  in  the  first quarter of 1997 were $87.8 million, an
increase  of $.9 million, or 1.0 percent, compared to the first quarter of
1996.  Depreciation expense increased $1.4 million mainly due to increased
LEC plant balances.  Administrative support was up $.6 million compared to
1996 mainly due to $.8 million for services provided to AT&T Alascom.

Other expense  - net for  the first  quarter  of  1997 was $8.8 million, a
decrease  of  $.3  million  or  3.2 percent from 1996.  Gain  on  sale  of
subsidiaries  and  investments  includes the  sale of cellular  properties
in  1997  and  1996.    Equity   earnings  from   cellular  and  telephone
investments  increased  $.3  million in the first quarter of 1997 compared
to the same period in 1996.

Income  taxes  increased  $2.7  million  due  to  the  $1.5 million effect
of  higher  taxable  income  and  the  $1.2  million effect of the sale of
cellular properties in February 1997.


Acquisitions
____________

The  Company  has  pending  acquisitions  of  local  exchange  properties
in Minnesota, Michigan and Alaska serving approximately 70,000 access lines.
Approvals for  the Minnesota and Michigan acquisitions have been received
from  the  public  utility commissions  in those states.   The Company is 
awaiting  approval of  those  acquisitions  from  the  FCC.  Hearings are
scheduled  before  the  Alaska  Public  Utilities  Commission  during May
relating  to  that acquisition.  The Company anticipates that these three
acquisitions will receive all final  regulatory approvals and close prior
to  the  end of 1997.  The  Company also has  signed letters of intent to
acquire additional local exchange operations totaling 4,300 access lines.

___________________                             
      *Pursuant  to  General Instruction H (1)(a) and (b) of Form 10-Q, the
Company  is  substituting a  management's narrative  analysis of results of
operations for Item 2.

                                    -8-
<PAGE>
                 Management's Discussion and Analysis of
              Financial Condition and Results of Operations


See Part II, Item 7. "Management's  Discussion and  Analysis of Financial
Condition  and  Results of  Operations" under "Acquisitions" and Notes 13
and 14 to the Consolidated Financial Statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, for more
information about pending acquisitions.  


Dispositions
____________

See Note 5 in "Notes to  Condensed  Consolidated Financial Statements" in
this Form 10-Q and Item 5. "Other Events" in the Company's Current Report
on Form  8-K  dated April 11, 1997 for information concerning the sale of
Pacific Telecom Cellular, Inc. to Century Telephone Enterprises, Inc.  


Liquidity and Capital Resources
_______________________________

During the three  months ended March 31, 1997,  construction expenditures
amounted to $15.9 million.  These expenditures pertained mainly to network
upgrades and internal growth of the Company's operations.  The construction
expenditures  were  funded  primarily  with cash from operations.  In 1997,
total  construction  expenditures,  which  are estimated at $137.0 million,
are expected to be funded primarily through cash from operations.  Included
in total estimated construction expenditures is $22 million relating to the
acquisitions  that are expected to close during 1997.  Cash from operations
was lower  in  the  first  quarter  of  1997  compared to the first quarter
of 1996 due to the 1996 receipt of $10.1 million from the National Exchange
Carriers Association (NECA)  attributable  to  certain  revenue requirement
adjustments related primarily to the transition of acquisition properties.  

The  Company  has access to funds through its $300 million revolving credit
agreement  which  terminates  in  November  1999.  At  March  31,  1997, no
borrowings  were  outstanding  under  this agreement.  The revolving credit
agreement also serves as backup for a $100 million commercial paper program,
under  which  no  borrowings  were  outstanding  at  March  31,  1997.  The
Company  is  currently  engaged in  negotiations  to  replace the  existing
agreement with a comparable facility. The Company has a $200 million Series
C  Medium-term  Note  program  under which  $133.5  million  of  notes were
outstanding  March  31,  1997.  The remaining  $66.5  million  will be used
primarily to fund future acquisitions.  At March 31, 1997, the Company  had
approval from the Rural Telephone Bank to borrow $15.8 million in additional
Rural Utilities Service debt for certain construction projects.


                                    -9-
<PAGE>
                  Management's Discussion and Analysis of
              Financial Condition and Results of Operations


The Company has an agreement that allows temporary cash advances to or from
its parent, PacifiCorp Holdings, Inc. (Holdings),  at  short-term borrowing
rates.   At  March 31, 1997,  $35.3  million  was  due from Holdings, which
includes  $26.5  million  be  paid  to  dissenters relating to the minority
buy-out.   (See  Note 2 to  the  Consolidated Financial Statements included
in  the  Company's  Annual  Report  on   Form   10-K  for  the  year  ended
December 31, 1996 for more information about this note.)

The  Company  has  definitive  agreements   with  US  WEST  Communications,
Inc., GTE North Incorporated and the City of  Fairbanks to purchase certain
telephone assets or operations in Minnesota, Michigan and Fairbanks, Alaska,
respectively,  for  approximately  $248  million  in  cash,  which  includes
approximately  $20  million  for  cash  to  be acquired in the acquisitions.
These  acquisitions  are  subject  to  regulatory  approvals  expected to be
received  during  1997.  The Company has signed letters of intent to acquire
operations  representing  4,300  access  lines for $22 million.  The Company
expects  to  fund  these acquisitions through the issuance of external debt,
internally generated funds and proceeds from the sale of cellular
investments.

Any  temporary cash or liquidity requirements during 1997 are expected to be
met  through  utilization  of  funds  available  under  the revolving credit
agreement  or  temporary  advances   from   Holdings.   Long-term  liquidity
requirements  are  expected to be met through utilization of funds available
under  the  revolving  credit  agreement  or the  Series  C Medium-term Note
program. Cash needed to pay dissenters' rights will be provided by Holdings. 



PART II  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K


         (a)  Exhibits
              12  Statements re Computation of Ratios
              27  Financial Data Schedule (filed electronically only)

         (b)  Reports on Form 8-K
              On Form 8-K dated April 11, 1997, under Item 5. "Other Events"
              the Company  reported  information with respect to the pending
              sale  of  Pacific Telecom  Cellular, Inc. to Century Telephone
              Enterprises, Inc.

                                    -10-
<PAGE>
                                 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 thereunto duly authorized.


                                                  Pacific Telecom, Inc.
                                                  _____________________
                                                       (Registrant)







Date:  May 12, 1997                               /s/James H. Huesgen
                                             ____________________________
                                                    James H. Huesgen              
                                             Executive Vice President and                       
                                                Chief Financial Officer


                                    -11-


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