<PAGE>

                              UNITED STATES
                    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, 1999

                                    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 No.   0-10516
                  ---------------------------------------
                          Aliant Communications Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                Nebraska                               47-0632436
     -------------------------------               ------------------
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)               Identification No.)

      1440 M Street, Lincoln, Nebraska                      68508
  ----------------------------------------                ----------
  (Address of principal executive offices)                (Zip Code)

  Registrant's telephone number, including area code:  402-436-3737

     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 Registrant's 
classes of Common Stock as of the latest practicable date.  

       Class of Common Stock            Outstanding at April 30, 1999
           $.25 par Value                        35,634,726

<PAGE>

                   ALIANT COMMUNICATIONS INC. AND SUBSIDIARIES
                              TABLE OF CONTENTS

                                                                      Page

INTRODUCTION                                                           1

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Consolidated Balance Sheets                                  2
          Consolidated Statements of Earnings                          3
          Consolidated Statements of Cash Flows                        5

          CONDENSED NOTES TO FINANCIAL STATEMENTS                      7

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                          9

PART II.  OTHER INFORMATION
          Item 1.  Legal Proceedings                                   *
          Item 2.  Changes in Securities                               *
          Item 3.  Defaults upon Senior Securities                     *
          Item 4.  Submission of Matters to a Vote of
                    Security Holders                                  18
          Item 5.  Other Information                                   *
          Item 6.  Exhibits and Reports on Form 8-K                   18
--------------------
          * Denotes none or not applicable.


SIGNATURES                                                            19

<PAGE>

                                INTRODUCTION

The unaudited interim financial statements presented herein include the 
consolidated statements of Aliant Communications Inc. and its subsidiaries 
(the Company).  The unaudited statements have been prepared by the Company 
pursuant to the rules and regulations of the Securities and Exchange 
Commission.  Certain information and footnote disclosures normally included 
in financial statements prepared in accordance with generally accepted 
accounting principles have been condensed or omitted pursuant to such rules 
and regulations.  The Company believes, however, that the disclosures are 
adequate to make the information presented not misleading.  The Company's 
condensed consolidated balance sheet at December 31, 1998 was derived from 
the Company's audited consolidated balance sheet as of that date.  The 
Company's financial statements should be read in conjunction with the 
financial statements and notes thereto in the Annual Report on Form 10-K of 
the Company for the year ended December 31, 1998.

                                    -1-
<PAGE>
<TABLE>
                         ALIANT COMMUNICATIONS INC.
                        CONSOLIDATED BALANCE SHEETS

                                              Mar. 31, 1999   Dec. 31, 1998
                                               (Unaudited)      (Audited)
                                              -------------   -------------
                                                 (Dollars in Thousands)
<CAPTION>
               ASSETS
               ------
<S>                                              <C>            <C>
Current assets:
  Cash and cash equivalents                      $ 32,659       $ 26,554

  Temporary investments                               975            985

  Accounts receivable and other                    66,467         71,180
                                                  -------        -------
     Total current assets                         100,101         98,719

Property and equipment less accumulated
 depreciation and amortization                    328,969        320,130

Investments and other assets                      189,731        186,124

Deferred charges                                   20,297         19,695
                                                 --------       --------
     Total assets                                $639,098       $624,668
                                                 ========       ========

    LIABILITIES AND STOCKHOLDERS' EQUITY
    ------------------------------------
Current liabilities:
  Notes payable to banks                         $ 55,000       $ 39,000

  Current installment of long-term debt            11,000         10,000

  Accounts payable and accrued liabilities         70,813         75,685
                                                 --------       --------
     Total current liabilities                    136,813        124,685

Deferred credits and other long-term liabilities   67,703         64,744

Long-term debt, excluding current installment     105,000        108,000

Minority interest                                     -            6,481

Stockholders' equity                              329,582        320,758
                                                  -------        -------
     Total liabilities and stockholders' equity  $639,098       $624,668
                                                  =======        =======

</TABLE>
                                    -2-
<PAGE>
<TABLE>
                           ALIANT COMMUNICATIONS INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                  (UNAUDITED)

                                                 Three Months Ended        
                                           March 31, 1999   March 31, 1998
                                           --------------   --------------
(Dollars in thousands except per share data)
<CAPTION>
<S>                                            <C>              <C>
Operating revenues:
  Telephone revenues:
    Local network services                     $24,016          $21,329 
    Access and wholesale services               15,776           14,283 
    Long distance services                       8,351            8,365 
    Other wireline communications services       9,634            7,647 
                                               -------          -------
        Total telephone revenues                57,777           51,624 
  Wireless communications services              31,021           21,826 
  Telephone equipment sales and services         5,959            4,755 
  Intercompany revenues                         (4,992)          (3,095)
                                               -------          ------- 
        Total operating revenues                89,765           75,110 
                                               -------          ------- 

Operating expenses:
    Depreciation and amortization               15,980           12,587 
    Other operating expenses                    49,479           41,607 
    Taxes, other than payroll and income         1,195            1,091 
    Intercompany expenses                       (4,992)          (3,095)
                                               -------          ------- 
        Total operating expenses                61,662           52,190 
                                               -------          ------- 
        Operating income                        28,103           22,920 
                                               -------          ------- 

Non-operating income and expense:
    Income from interest and other investments     647            1,790 
    Minority interest                              -                358
    Other deductions                               359              241 
    Interest expense                             2,656            2,213 
                                               -------          ------- 
        Net non-operating expense                2,368            1,022 
                                               -------          ------- 

        Income before income taxes              25,735           21,898 
Income taxes                                    10,430            8,780 
                                               -------          ------- 

(Continued on following page)

                                    -3-
<PAGE>

                           ALIANT COMMUNICATIONS INC.
                    CONSOLIDATED STATEMENTS OF EARNINGS (Cont'd)
                                  (UNAUDITED)

                                                 Three Months Ended        
                                           March 31, 1999   March 31, 1998
                                           --------------   --------------
(Dollars in thousands except per share data)

        Net income                              15,305           13,118 
Preferred dividends                                -                 56 
                                               -------          ------- 
        Earnings available for common shares   $15,305          $13,062 
                                               =======          ======= 

        Basic and diluted earnings
         per common share                      $   .43          $   .36 
                                               =======          ======= 

Weighted average common shares outstanding
 (in thousands)                                 35,636           36,204 
                                               =======          ======= 

Dividends declared per common share            $   .18          $   .18 
                                               =======          ======= 
</TABLE>

                                    -4-
<PAGE>
<TABLE>
                         ALIANT COMMUNICATIONS INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)

                                                   Three Months Ended
                                            March 31, 1999   March 31, 1998
                                            --------------   --------------
                                                 (Dollars in thousands)
<CAPTION>
<S>                                                <C>             <C>
Cash flows from operating activities:
   Net income                                       $15,305         $13,118
                                                    -------         -------
   Adjustments to reconcile net income  
    to net cash provided by operating activities:
      Depreciation and amortization                  16,011          12,607
      Net change in investments and other assets        156             369
      Deferred income taxes                           1,321             401
      Changes in assets and liabilities resulting
       from operating activities:
         Receivables                                  4,454           7,502 
         Other assets                                  (352)           (402)
         Accounts payable and accrued expenses      (11,859)         (6,028)
         Minority interest                              -               (88)
         Other liabilities                            8,626           9,807 
                                                    -------         -------
               Total adjustments                     18,357          24,168 
                                                    -------         -------
               Net cash provided by operating
                activities                           33,662          37,286 
                                                    -------         -------
Cash flows from investing activities:
   Expenditures for property and equipment          (23,746)        (20,463)
   Net salvage on retirements                           851           9,038
                                                    -------         -------
               Net capital additions                (22,895)        (11,425)

   Proceeds from sale of investments and other
    assets                                                4           1,686 
   Purchases of investments and other assets            (23)         (1,224)
   Purchases of temporary investments                   -              (279)
   Maturities and sales of temporary investments         10           1,020
   Acquisition, net of cash acquired                (12,171)          1,284
                                                    -------         -------
               Net cash used for investing
                activities                          (35,075)         (8,938) 
                                                    -------         -------

(Continued on following page)

                                   -5-
<PAGE>

                            ALIANT COMMUNICATIONS INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont'd)
                                   (UNAUDITED)

                                                    Three Months Ended        
                                              March 31, 1999   March 31, 1998
                                              --------------   --------------
                                                    (Dollars in thousands)

Cash flows from financing activities:
   Dividends to stockholders                         (6,415)         (6,208)
   Payments of long term debt                        (2,000)         (6,500)
   Proceeds from issuance of notes payable           16,000             -
   Net purchases and sales of common and
    treasury stock                                      (67)            204 
                                                    -------         -------
               Net cash provided by/(used in)
                financing activities                  7,518         (12,504)
                                                    -------         -------
Net increase in cash and cash
 equivalents                                          6,105          15,844
Cash and cash equivalents at beginning of year       26,554          27,867
                                                    -------         -------

Cash and cash equivalents at end
 of quarter                                         $32,659         $43,711 
                                                    =======         =======

Supplemental disclosures of cash flow information:
      Interest paid                                 $   904         $ 1,134
                                                    =======         =======
      Taxes paid                                    $ 2,716         $   825
                                                    =======         =======
</TABLE>

                                    -6-
<PAGE>

                ALIANT COMMUNICATIONS INC. AND SUBSIDIARIES
                  CONDENSED NOTES TO FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

The unaudited interim financial statements include the consolidated 
statements of the Company.  The Company has the following wholly-owned 
subsidiaries:  Aliant Communications Co. (Telco); Aliant Systems Inc. 
(Systems); Aliant Midwest Inc. (Midwest); Aliant Network Services Inc. 
(Network); Aliant Wireless Holdings Inc. (Wireless Holdings); and Aliant 
Cellular Inc. (Cellular), a wholly-owned subsidiary of Wireless Holdings.  
In the opinion of management of the Company, its respective financial 
statements reflect all adjustments necessary for a fair presentation of 
results of operations, financial position, and cash flows.  All such 
adjustments made are of a normal recurring nature except when noted as 
extraordinary or nonrecurring.

(2) CELLULAR REORGANIZATION

Effective January 1, 1999, after the Company completed the acquisition of 
the remaining limited partner for $15.2 million, the Company now owns 100% 
of its Omaha cellular market.  Also, as of January 1, 1999, the Company's 
cellular markets (Omaha and Lincoln MSAs and Nebraska RSAs) have been 
consolidated into a single subsidiary, Cellular, for efficiency and 
management purposes.

(3) REPORTABLE SEGMENTS

The Company has significant operations principally in two industry 
segments:  landline operations and wireless operations.  The landline 
operations provide a full array of telecommunications services to both 
retail customers (consumers, businesses, government, and education) and 
wholesale customers (communications companies that may be competitors at 
the retail level).  The wireless operations consist of cellular and paging 
services.

                                    Landline     Wireless     All
                                   Operations   Operations   Other   Total
                                   ----------   ----------   -----   -----
                                           (Dollars in thousands)
Quarter ended March 31, 1999
----------------------------
Revenues from external customers
 including intersegment revenues    $ 59,291      31,125     5,959   96,375
Intersegment revenues                  6,506         104       -      6,610
Income from operations                15,443       9,922       370   25,735

As of March 31, 1999
--------------------
Segment assets                      $327,449     298,145    29,264  654,858
Expenditures for segment assets       20,776       2,923       282   23,981


                                    -7-
<PAGE>

A reconciliation of reportable segment amounts to the Company's 
consolidated balances follows:

                                                    Quarter ended March 31,
                 Revenue                                     1999
                 -------                            -----------------------
Total revenue for reportable segments                      $ 90,416
Other revenue                                                 5,959
Elimination of intersegment revenue                          (6,610)
                                                             ------
     Total consolidated revenue                            $ 89,765
                                                             ======


                                                         As of March 31,
                 Assets                                      1999
                 ------                                  ---------------
Total assets for reportable segments                       $625,594
Other segment assets                                         29,264
Consolidating and eliminating adjustments                   (15,760)
                                                            -------
     Total consolidated assets                             $639,098
                                                            =======


                                    -8-
<PAGE>

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

RESULTS OF OPERATIONS

The following tables summarize information from the Company's statements of 
earnings.  

Revenues
--------
                               Three Months Ended March 31
                            -------------------------------- 
(Dollars in thousands)      1999      1998    Change     % 
----------------------      ----      ----    -------------- 
Telephone revenues:
 Local network            $24,016   $21,329   $2,687    12.6
 Access and wholesale      15,776    14,283    1,493    10.5
 Long distance              8,351     8,365      (14)   (0.2)
 Other wireline             9,634     7,647    1,987    26.0
                           ------    ------   ------   -----
  Total telephone 
  revenues                 57,777    51,624    6,153    11.9
Wireless communications    31,021    21,826    9,195    42.1
Equipment sales/service     5,959     4,755    1,204    25.3
Intercompany revenues      (4,992)   (3,095)  (1,897)  (61.3)
                           ------    ------   ------   ------
  Total operating 
  revenues                $89,765   $75,110  $14,655    19.5 

All comparisons made in the following section are of first quarter 1999 
with the same period in 1998.  

Local network services revenue increased $2,687,000 (12.6%).  Basic local 
services revenue constituted $1,437,000 of the increase.  The basic local 
revenue increase was primarily due to the following factors.  First, 
residential revenue grew due to an increase in residential basic local 
service rates effective May 16, 1998.  This was partially offset by a 
decrease in business basic local service rates.  Second, additional 
installations of second phone lines contributed to the rise in residential 
revenues, with a 42.5% increase in second lines.  Telco access lines in 
service increased to 287,113, up 11,084 lines (4.0%) from March 31, 1998.  
The access lines for Midwest, the Company's competitive local exchange 
carrier (CLEC), increased to 6,004, up 4,637 (339.2%) from March 31, 1998.  

The local network services revenue increase was also affected by private 
line revenue increasing $333,000 (44.1%), due to new Integrated Services 
Digital Network (ISDN) revenue and to growth.  Enhanced services revenue, 
consisting of custom calling features, Custom Local Area Signaling Services 
(CLASS) and voice mail, continued its growth with an increase of $351,000 
(21.9%).  The growth of Midwest also contributed $704,000 of the increase.  

Access and wholesale services revenue increased $1,493,000 (10.5%).  The 
access revenue share of the increase was primarily due to the following 
factors.  First, subscriber line charge revenue increased because of a July 
1998 rate increase.  Second, traffic sensitive access increased due to July 
1998 and January 1999 local transport rate increases.  These increases were 

                                   -9-
<PAGE>

partially offset by an intrastate access rate decrease in May 1998 which 
coincided with local service rate increases, and by interstate switched 
access rate reductions in January 1998 and July 1998.  The wholesale 
revenue portion of the increase is represented by Network's revenue, which 
increased $307,000.  Access minutes of use reached a total of 276.3 million 
minutes in the first three months of 1999, compared to 265.7 million 
minutes for the same period in 1998, a 4.0% increase.

Other wireline communications services revenue includes directory 
advertising and sales, carrier billing and collections, data 
communications, public paystations, and miscellaneous items.  This revenue 
category increased $1,987,000 (26.0%).  Data communications growth is up 
$1,093,000 (54.3%), primarily due to the growth of Navix, the Company's 
Internet access service.  The growth of Midwest contributed $379,000 of the 
increase.  Directory advertising revenue also increased by $142,000, 
substantially due to a rate increase for directory advertising in the 
Company's latest directory editions.

Wireless communications services revenue increased $9,195,000 (42.1%).  As 
a result of increased ownership in the Omaha market, operating revenues 
from the Omaha MSA were included in the Company's operating revenues 
beginning March 1, 1998.  Prior to that time, the Company's portion of the 
net results from the Omaha market were reported in non-operating income 
from investments.  The inclusion of the Omaha market contributed $6,100,000 
of the total wireless revenue increase.  Customer lines in the total 
cellular market increased by 36,899 (13.6%) since March 31, 1998. 

Telephone equipment sales and services revenue increased $1,204,000 (25.3%) 
due to increased sales of business telecommunications products and 
services. 

Overall, Company operating revenues increased $14,655,000 (19.5%).  

Operating Expenses
------------------
                              Three Months Ended March 31 
                            --------------------------------
(Dollars in thousands)      1999      1998    Change     % 
----------------------      ----      ----    -------------- 
Depreciation and
 amortization             $15,980   $12,587   $3,393    27.0 
Other operating            49,479    41,607    7,872    18.9 
Other taxes                 1,195     1,091      104     9.5 
Intercompany expenses      (4,992)   (3,095)  (1,897)  (61.3)  
                           ------    ------   ------ 
   Total                  $61,662   $52,190   $9,472    18.1  

Depreciation and amortization expense increased $3,393,000 (27.0%).  The 
inclusion of the Omaha market in consolidated results contributed 
$2,066,000 of the increase in depreciation.  The addition of depreciable 
assets primarily in Cellular, Midwest and Network contributed to the 
remaining increase. 

Other operating expenses increased by $7,872,000 (18.9%).  The increase is 
largely a result of the growth of cellular operations expenses, due to 
significant growth in cellular services and to the inclusion of the Omaha 

                                   -10-
<PAGE>

market in consolidated results.  Total cellular operations expenses 
increased by $3,864,000, and $3,616,000 of the increase was attributable to 
the inclusion of the Omaha market.  Navix expenses grew $482,000 due to the 
continued growth of Navix Internet service.  Midwest contributed $436,000 
of operating expenses as a result of start-up costs and ongoing expenses.  

Other taxes increased by $104,000 (9.5%), primarily because of the 
inclusion of the Omaha market in consolidated results.  

Overall, Company operating expenses increased $9,472,000 (18.1%).

Non-Operating Income and Expense
--------------------------------
                              Three Months Ended March 31   
                            -------------------------------- 
(Dollars in thousands)      1999      1998    Change     % 
----------------------      ----      ----    -------------- 
Income from interest 
 and other investments     $  647    $1,790   (1,143)  (63.9)
Minority interest               0       358     (358)    --
Other deductions              359       241      118    49.0
Interest expense            2,656     2,213      443    20.0
                            -----     -----     ---- 
   Net                     $2,368    $1,022   $1,346   131.7

Income from interest and other investments decreased by $1,143,000 (63.9%).  
Prior to March 1998, this category included the Company's portion of the 
net results of the Omaha market.  Since March 1, 1998, the Omaha market has 
been consolidated into operations.  

Minority interest represents the portion of the net results of the Omaha 
market not owned by the Company, which was 44.2% beginning March 1, 1998, 
and 18.25% effective April 1, 1998.  The remaining minority interest was 
purchased effective January 1, 1999.  

Interest expense increased by $443,000 (20.0%).  The increases resulted 
from additional debt for (1) the redemption of Telco preferred stock; (2) 
the retirement of Telco first mortgage bonds, including a $3.5 million 
redemption premium; and (3) the Omaha Cellular acquisitions.  The interest 
expense increase was partially offset by the reduction from the replacement 
of 9.91% Telco first mortgage bond debt with 6.75% senior unsecured notes.

Income Taxes
------------
Income taxes increased $1,650,000 (18.8%).  The increase was proportionate 
to the increase in taxable income.


                                   -11-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company defines liquidity as its ability to generate resources to 
finance business expansion, construct capital assets, pay its current 
obligations, and pay dividends.  Telco's operations have historically 
provided a stable source of cash flow which has helped the Company make 
capital improvements.  The Company can also obtain external financing 
through existing committed bank lines of credit.  Consequently, no funding 
difficulties are anticipated. 

Net cash provided by Company operating activities was $33,662,000 for the 
first three months of 1999 compared to $37,286,000 for the first three 
months of 1998.  The principal factors involved in the decrease were a 
decrease in accounts payable and accrued expenses, and a decrease in cash 
flow from accounts receivable.  Cash from operating activities is the 
Company's primary source of liquidity, and primarily funds capital 
expenditures and dividends.  During the three-month period ended March 31, 
1999, cash provided by operating activities, less dividends paid, exceeded 
capital expenditures. 

Net cash used for Company investing activities was $35,075,000 and 
$8,938,000 for the three months ended March 31, 1999 and 1998, 
respectively.  The increase was largely due to the previously mentioned 
cellular acquisitions as well as an increase in net capital additions. 

Capital expenditures for the first three months of 1999 were $22,895,000, 
an increase of $11,470,000 compared to 1998.  Total Company capital 
additions for both new and updated networks and communications facilities 
for 1999 are projected to be $82,000,000.  

Net cash provided by/(used in) Company financing activities was $7,518,000 
and ($12,504,000) for the three months ended March 31, 1999 and 1998, 
respectively.  The additional cash provided from financing activity was 
largely due to the issuance of new notes payable.  

The Company's consolidated debt to cash flow ratio was .97 to 1.00, its 
consolidated debt to capital ratio was 1.00 to 2.61, and its EBITDA to 
interest expense ratio was 20.21 to 1.00. 

At March 31, 1999, the Company had $105.0 million of long-term debt 
(excluding current installments of $11 million), consisting of the 
following:

   -  $100.0 million senior unsecured 6 3/4% notes due April 1, 2028.
   -  A $16.0 million variable rate term loan due July 6, 2000, with 13 
      consecutive quarterly installments commencing on September 15, 1997.

The Company filed a debt shelf registration statement with the Securities 
and Exchange Commission on February 23, 1998 to enable the Company to offer 
and sell from time to time, up to an aggregate of $250 million in 
debentures, notes, and/or other unsecured evidences of indebtedness.  

As part of the $250 million debt shelf registration, the Company sold $100 
million of senior unsecured 6 3/4% notes in a public debt offering.  The 
bonds are dated April 1, 1998 and will mature on April 1, 2028.  Interest 
is payable every six months on April 1 and October 1.  

                                   -12-
<PAGE>

As of July 6, 1998, the Company and its subsidiaries renewed previously 
existing credit facilities aggregating $75.0 million of borrowing capacity 
with two banks.  The maturity date for all such facilities is July 1, 1999.  
At April 30, 1999, the Company had utilized $55 million of said borrowing 
capacity.  Interest on all such borrowings accrues on a LIBOR-based pricing 
formula.

The Company will require cash for Network to build and operate fiber optic 
transmission facilities outside of Telco's traditional service area.  
Capacity on the network is leased to long distance and wireless carriers.  
The Company expects to finance these planned expenditures primarily through 
internally provided sources.  

The Board of Directors cancelled the Company's share repurchase plan 
effective February 17, 1999.  

COMPETITION AND REGULATORY ENVIRONMENT

Telco is now a party to three approved interconnection agreements with 
CLECs.  The first agreement was negotiated with US West Communications, 
Inc. (US West) during 1998 and 1999.  It was approved by the Nebraska 
Public Service Commission (NPSC) on February 17, 1999.  US West is now in a 
position to offer competitive local exchange services within the Company's 
traditional ILEC market.  However, US West has stated that it does not 
intend to do so until it has approval to offer interLATA long-distance 
service in Nebraska.  On June 23, 1998, US West filed a petition with the 
NPSC seeking permission to offer such service.  The NPSC does not actually 
grant final approval, but rather makes a recommendation to the FCC as to 
whether US West has met the requirements set by FCC rules under Section 271 
of the Telecommunications Act.  On April 9, 1999, the NPSC ruled that US 
West had met only 8 of 14 requirements, and recommended disapproval of the 
application.  On March 29, 1999, the NPSC approved a resale interconnection 
agreement between Telco and Nebraska Technology and Telecommunications, 
Inc. (NTT), which is a consortium of small Nebraska local exchange 
carriers.  On April 20, 1999, E-Z Phone Connections received NPSC approval 
to also adopt the terms of the NT&T agreement under Section 252(i) of the 
Telecommunications Act.  Other carriers may make such requests to seek to 
establish CLEC operations in Telco's operating area in the future, either 
through adoption of an approved agreement or through negotiation of a new 
agreement.

Telco is taking measures to prepare for competition in its traditional 
service territory.  Upon passage of the Telecommunications Act of 1996 (the 
Act), it became clear that Incumbent Local Exchange Carriers (ILECs) would 
need to adjust local exchange service rates to better reflect the actual 
cost of providing service.  Traditionally, residential local exchange 
service has been priced below cost, and has been subsidized through rates 
charged to businesses, rates charged on toll calls, rates charged for 
intrastate access, and rates charged on other enhanced services.  
Competition will largely eliminate the ability to cross-subsidize customers 
and services in this manner.

Telco has taken steps to prepare for competition by instituting several 
rate changes.  On March 10, 1998, Telco received approval of its 
application with the NPSC to increase Telco's residential basic local 
service rates to $16.35 per month (previous residential rates ranged from 

                                   -13-
<PAGE>

$11.00 to $13.75 per month).  This increase was implemented on May 16, 
1998.  Approval of this rate increase is important to Telco's efforts to 
respond to the competitive environment required by the Act.  Competitive 
market forces require Telco to bring prices for residential basic local 
exchange service closer to actual cost, and to lower rates for business 
customers who are especially attractive to potential competitors.  The 
additional revenue generated by such increase was offset by (a) reductions 
in Telco's business basic local service rates to $31.40 per month (previous 
business rates ranged from $33.00 to $39.00 per month); (b) the elimination 
of a separate touch tone charge ($.50 and $1.50 per month for residential 
and business customers, respectively); (c) the reduction of day time 
intraLATA toll rates from $.18 per minute to $.13 per minute; and (d) the 
reduction of intrastate access charges by approximately $900,000 per year.  
The net impact of all these changes was immaterial to revenues.  Revenue 
neutrality is required by Nebraska Statute 86-803(9), under which Telco 
filed its rate rebalancing application.

Access reform is a major policy initiative affecting Telco.  Access rates 
are the fees that ILECs charge long distance carriers for use of their 
network.  The FCC issued an order in May 1997 that reduces access rates 
over a period of time on interstate calls by basing such rates on forward-
looking incremental costs.  For some time, a movement has been underway to 
enable the NPSC to establish a similar rate structure for access charges on 
intrastate calls.  AT&T launched a ballot initiative to attempt to drive 
Nebraska's intrastate access charges to actual cost.  Telco, as well as all 
other local exchange carriers in Nebraska, opposed the initiative because 
it proposed to strip all subsidies out of intrastate access charges without 
creating an alternative mechanism for subsidizing local service in rural 
areas.  On November 3, 1998, AT&T's ballot initiative failed, gathering 42% 
of the vote compared with 58% against.  While Telco still supports access 
reform at the state level, the defeat of the ballot initiative was critical 
in that it allows the issue to be handled by the NPSC in conjunction with 
the creation of a state universal service fund. 

The NPSC has determined that the issues of access reform and universal 
service should be handled concurrently in a single "super docket".  After 
receiving comments from interested parties, on January 13, 1999, the NPSC 
issued its Findings and Conclusions (the Order) in the "super docket" 
which had been assigned Application No. C-1628. 

The Order required Telco to file a rate transition plan on May 3, 1999 that 
lowers intrastate access charges to actual cost over a three-year 
transition period.  The Nebraska Universal Service Fund (NUSF) will serve 
as a revenue replacement mechanism.  In order to participate in the NUSF, 
Telco will need to raise its basic local residential service rate from 
$16.35 to $17.50 per month.  Because Telco's business rates have also 
served as a source of rate subsidy, Telco proposes to lower business rates 
over the three-year period.  If approved, Telco's basic monthly business 
rate will be lowered from $31.40 to $27.50 in three separate steps over the 
next three years.  This revenue is also eligible for replacement through 
the NUSF.  If approved, these new rates will take effect on September 1, 
1999.

                                   -14-
<PAGE>

As proposed, Telco's rate transition plan will eliminate roughly $10 
million in implicit rate subsidies in the next year.  Because of earnings 
limitations included in the Order, Aliant will not recover this entire 
amount.  Through the residential rate increase and revenue from the NUSF, 
Telco should receive about $8.5 million.  Despite the shortfall, however, 
this rate transition plan is very positive for Telco.  It greatly 
solidifies Telco's competitive position by removing implicit rate 
subsidies.  As noted, these rate subsidies create considerable competitive 
vulnerability for certain services.  The rate transition should also 
stimulate demand for the services receiving price decreases, including 
business service and intrastate access service.

The Order contemplates funding the NUSF through a surcharge on intrastate 
telecommunications service billings to customers in Nebraska.  While this 
surcharge will apply to many wireless, data communications, and other 
telecommunications services provided by Telco, the surcharge will be 
competitively neutral and should not adversely impact Telco's market share 
or the demand for such services.

Wireless telecommunications service continues to be an increasingly 
important sector of the Company's business.  The FCC has taken steps to 
increase the number of wireless competitors by auctioning radio spectrum 
for Personal Communications Services (PCS).  As many as seven new wireless 
competitors are allowed in each market.  

MANAGED CELLULAR MARKETS

The Company owns and manages cellular markets providing service in the 
Lincoln and Omaha MSAs and 89 of the other 90 counties in Nebraska.  These 
markets contain approximately 231,000, 634,000, and 848,000 POPs (potential 
customers), respectively.  Beginning in March 1998, Omaha's operating 
revenues and expenses are consolidated with those of the Company's other 
activities, and the net results from Omaha attributable to other partners 
are separately reported as minority interest for 1998.  Prior to March 
1998, the Company's portion of Omaha's net results was included with income 
from investments.  Effective January 1, 1999, the Omaha market is wholly-
owned.  The Company also owns a 9.2% interest in, and manages cellular 
operations in, Iowa Rural Service Area 1 (RSA 1).

As of March 31, 1999, there were 308,223 customer lines in service in the 
Company's three wholly-owned markets, compared to 271,324 a year earlier.  
The consolidated penetration rate (subscribers compared to POPs) for these 
three markets was 18.0%.  

Earnings before interest, income taxes, depreciation and amortization 
(EBITDA) totaled $15,538,000 for the first quarter of 1999, compared to 
$13,051,000 in the same period in 1998.  Net operating income was 
$10,139,000 an increase of $932,000 (26.6%).  

ACCOUNTING PRONOUNCEMENTS

FAS 133, Accounting for Derivative Instruments and Hedging Activities, was 
issued in June 1998.  FAS 133 establishes accounting and reporting 
standards for derivative instruments, including certain derivative 
instruments embedded in other contracts, and for hedging activities.  It 
requires that an entity recognize all derivatives as either assets or 

                                   -15-
<PAGE>

liabilities in the statement of financial position and measure those 
instruments at fair value.  FAS 133 is effective for all fiscal quarters of 
fiscal years beginning after June 15, 1999.  The Company anticipates 
adopting this accounting pronouncement in 2000; however, management 
believes it will not have a significant impact on the Company's annual 
consolidated financial statements.

YEAR 2000

The Company uses software and related technologies throughout its business 
that could be affected by the date change in the year 2000 (Y2K).  An 
inventory of Information Technology (IT) and non-Information Technology 
(non-IT) system resources was initially made during 1997.  This inventory 
is maintained and updated as resources are found that may have date 
functionality that could be affected by dates after December 31, 1999.  
Included in the IT category would be mainframe, mini/micro, workstation, 
data exchange, and telephone switch platforms.  Non-IT systems include 
items such as environmental controls, security, motor vehicle, and 
elevators.

Awareness and assessment phases have been completed for all significant IT 
resources.  Renovation of all application coding updates and changes was 
scheduled to be completed by June 30, 1999.  It is now known that some 
support application areas will not be completed until later this year.  All 
workstation platforms are being replaced with hardware and software that is 
Y2K compliant before June 1999.  All telephone switches are being upgraded 
or replaced before year-end 1999, with the last switch upgrade scheduled 
for November 1, 1999.

Most of the remediation effort has been completed for non-IT systems.  A 
review of these items disclosed few items with date rollover issues.  All 
identified non-IT items have a contingency plan in place in the event a 
resolution is not reached prior to January 1, 2000.

All major service providers have been solicited concerning their progress 
in compliance with Y2K date issues.  Service providers include utilities 
and manufacturers of IT and non-IT equipment.  Aliant is relying on vendor 
and supplier representations related to their specific product/service 
ability to operate properly after December 31, 1999. 

Correspondence has been sent to all customers who have Aliant 
telecommunication systems, along with manufacturer information on the 
equipment's ability to handle date issues.  The Company responds regularly 
to customer and regulatory inquiries on the status of Y2K issues.

The current estimate of mainframe application Y2K renovation costs is 
approximately 28,000 person hours at an approximate cost of $1.5 million 
with 24,000 hours of labor (at a cost of $1.2 million) completed to date.  
Virtually all of the Y2K compliance costs are due to reprogramming, since 
all switching equipment will be Y2K compliant without additional 
significant cost to the Company.  These estimated costs are not expected to 
significantly affect operating results or the financial condition of the 
Company.

                                   -16-
<PAGE>

The Company bears a significant risk if programming changes are either 
overlooked or not completed by January 1, 2000.  A significant risk is 
random embedded chip failures throughout the Company's network, which may 
be hard to find, troubleshoot, and replace.  Additional test equipment, 
replacement parts, and labor hours may be required to address this risk.  
During the remainder of 1999, the Company will evaluate, and implement as 
appropriate, cost-effective contingencies for identified Y2K risks and 
exposures. Short-term power interruption concerns are minimized by existing 
and enhanced alternative power generation and battery backup capabilities.

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This filing may contain "forward-looking" statements within the meaning 
of Section 21E of the Securities and Exchange Act of 1934, as amended.  
These statements contain potential risks and uncertainties that may cause 
the actual results, performance, achievements, plans, and objectives of the 
Company to be materially different from any future results, performance, 
achievements, plans, and objectives expressed or implied by such forward-
looking statements.

Important assumptions and other important factors that could cause actual 
results to differ from those set forth in the forward-looking information 
are discussed in this report and in other reports filed by the Company with 
the Securities and Exchange Commission and include, but are not limited to:  
changes in the national and local economic and market conditions; 
demographic changes; the size and growth of the overall telecommunications 
market; changes in competition in markets in which the Company operates; 
advances in telecommunications technology; changes in the telecommunications
regulatory environment; the need for regulatory approval to make acquisitions
or undertake certain other activities, including rate re-balancing; changes
in business strategy or development plans; pending and future litigation;
availability of future financing; start-up of Personal Communications 
Services operations; new product and service development and introductions;
changes in consumer preferences; and unanticipated changes in growth in
cellular customer, penetration rates, churn rates, and the mix of products
and services offered in the Company's markets.  The Company undertakes no
obligation to update publicly any forward-looking statements whether as a
result of new information, future events or otherwise.

                                   -17-
<PAGE>

PART II -    OTHER INFORMATION

Item 4 - Submission Matters to a Vote of Security Holders
---------------------------------------------------------
(a) and (c).  The Company held its annual meeting of shareholders on April 
27, 1999, and the following matters were voted on at that meeting:

1.  The Company's proposed merger with a wholly-owned subsidiary of ALLTEL 
    Corporation, was approved by the following shareholder vote:
    For, 26,628,658; Against, 1,105,546; Withheld, 163,949.

2.  The election of the following directors for a term expiring at the 
    earlier of the proposed closing of the merger, the date of the 2002 
    annual meeting of shareholders, or such time as their successors are 
    elected and qualified:

      DIRECTOR                      FOR              WITHHELD
      --------                      ---              --------
    Duane W. Acklie              29,991,446         1,067,323
    John Haessler                29,997,538         1,044,722
    William C. Smith             29,771,701         1,244,736
    Lyn Wallin Ziegenbein        29,736,776         1,113,318

Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits
    27. Financial Data Schedule (filed electronically with the SEC)

(b) Reports on Form 8-K
    The Company filed no reports on Form 8-K during the quarter ended
    March 31, 1999.


                                   -18-
<PAGE>

                                  SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant, Aliant Communications Inc., has duly caused this report to 
be signed on its behalf by the undersigned thereunto duly authorized.  


                                Aliant Communications Inc.
                                --------------------------
                                       (Registrant)





        May 17, 1999           /s/ Robert L. Tyler
Date.....................   ......................................
                                         (Signature)
                            Robert L. Tyler, Senior Vice President-
                               Chief Financial Officer





        May 17, 1999           /s/ Michael J. Tavlin
Date.....................   ......................................
                                         (Signature)
                            Michael J. Tavlin, Vice President-
                               Treasurer


                                   -19-
<PAGE>

                ALIANT COMMUNICATIONS INC. AND SUBSIDIARIES
                         EXHIBIT INDEX TO FORM 10-Q

Exhibit No.                Title                                   Page No.
-----------                -----                                   --------

    27            Financial Data Schedule                             *
                   Aliant Communications Inc.