<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 September 30, 1998

                                        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 October 31, 1998
           $.25 par Value                        35,635,910


<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                           4
          Consolidated Statements of Cash Flows                         6 

          CONDENSED NOTES TO FINANCIAL STATEMENTS                       8 

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

PART II.  OTHER INFORMATION
          Item 1.  Legal Proceedings                                   21
          Item 2.  Changes in Securities                               21
          Item 3.  Defaults upon Senior Securities                     *
          Item 4.  Submission of Matters to a Vote of
                    Security Holders                                   *
          Item 5.  Other Information                                   21
          Item 6.  Exhibits and Reports on Form 8-K                    21
--------------------
          * Denotes none or not applicable.


SIGNATURES                                                             22

<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, 1997 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, 1997, and the current year's 
previously issued Forms 10-Q, which are incorporated by reference.

                                    -1-
<PAGE>
<TABLE>
Item 1 - Financial Statements
<CAPTION>
                             ALIANT COMMUNICATIONS INC.
                            CONSOLIDATED BALANCE SHEETS

                                                  September 30,
                                                      1998        December 31,
                                                   (Unaudited)        1997
                                                  -------------   ------------
                                                      (Dollars in Thousands)
<S>                                                  <C>            <C>
ASSETS
------
Current assets:

     Cash and cash equivalents                       $ 21,802       $ 27,867

     Temporary investments                              3,577          3,693

     Accounts receivable and other                     68,227         61,035
                                                     --------       --------
        Total current assets                           93,606         92,595

Property and equipment less accumulated 
 depreciation and amortization                        308,242        258,955

Investments and other assets                          187,843        176,052

Deferred charges                                       20,039         20,040
                                                     --------       --------

     Total assets                                    $609,730       $547,642
                                                     ========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:

     Notes payable to banks                          $ 16,000       $ 11,000

     Current installment of long-term debt              9,000          8,000

     Accounts payable and accrued liabilities        $ 74,283         65,782
                                                     --------       --------
        Total current liabilities                      99,283         84,782

Deferred credits and other long-term liabilities       64,605         61,363

Long-term debt, excluding current installment         131,000         94,000

Minority interest                                       5,197            -

(Continued on next page)
                                         -2-
<PAGE>
                             ALIANT COMMUNICATIONS INC.
                         CONSOLIDATED BALANCE SHEETS (Cont'd)


                                                  September 30,
                                                      1998        December 31,
                                                   (Unaudited)        1997
                                                  -------------   ------------
                                                      (Dollars in Thousands)
<S>                                                  <C>            <C>

Preferred stock, 5%, redeemable                      $     -        $  4,499

Stockholders' equity                                  309,645        302,998
                                                     --------       --------

     Total liabilities and stockholders' equity      $609,730       $547,642
                                                     ========       ========

</TABLE>

                                         -3-
<PAGE>
<TABLE>
<CAPTION>
                             ALIANT COMMUNICATIONS INC.
                        CONSOLIDATED STATEMENTS OF EARNINGS
                                     (UNAUDITED)

                                               Three Months         Nine Months
                                            Ended September 30   Ended September 30
                                            ------------------   ------------------
                                              1998      1997       1998      1997
                                              ----      ----       ----      ----
(Dollars in Thousands Except Per Share Data)
<S>                                         <C>       <C>       <C>       <C>
Operating revenues:
  Telephone revenues:
    Local network services                  $22,903   $20,682    $66,163   $59,865
    Access and wholesale services            14,599    14,430     43,929    44,200
    Long distance services                    8,187     7,973     24,493    23,697
    Other wireline communications services    8,934     7,850     24,492    21,100
                                            -------   -------    -------   -------
      Total telephone revenues               54,623    50,935    159,077   148,862

  Wireless communications services           32,813    19,969     87,012    56,346
  Telephone equipment sales and services      5,422     4,985     14,869    13,718
  Intercompany revenues                      (3,752)   (2,323)   (10,698)   (6,536)
                                            -------   -------    -------   -------
      Total operating revenues               89,106    73,566    250,260   212,390
                                            -------   -------    -------   -------
Operating expenses:
   Depreciation and amortization             14,642    12,902     41,478    37,502
   Other operating expenses                  48,729    38,276    137,828   111,776
   Taxes, other than payroll and income       1,211     1,170      3,481     3,271 
   Intercompany expenses                     (3,752)   (2,323)   (10,698)   (6,536)
                                            -------   -------    -------   -------
      Total operating expenses               60,830    50,025    172,089   146,013
                                            -------   -------    -------   -------
      Operating income                       28,276    23,541     78,171    66,377
                                            -------   -------    -------   -------
Non-operating income and expense:
   Income from interest and other investments   849     2,054      3,618     6,002
   Minority interest                            551       -        1,522       -
   Other deductions                             461       128      1,087       626
   Interest expense                           2,651     2,157      7,842     6,559
                                            -------   -------    -------   -------
      Net non-operating expense               2,814       231      6,833     1,183
                                            -------   -------    -------   -------
      Income before income taxes and
       extraordinary item                    25,462    23,310     71,338    65,194
Income taxes                                 10,377     9,315     28,759    26,033
                                            -------   -------    -------   -------
      Income before extraordinary item       15,085    13,995     42,579    39,191

(Continued on next page)
                                         -4-
<PAGE>
                             ALIANT COMMUNICATIONS INC.
                    CONSOLIDATED STATEMENTS OF EARNINGS (Cont'd)
                                    (UNAUDITED)

                                               Three Months         Nine Months
                                            Ended September 30   Ended September 30
                                            ------------------   ------------------
                                              1998      1997       1998      1997
                                              ----      ----       ----      ----
(Dollars in Thousands Except Per Share Data)

Extraordinary item, net of income tax       $   -     $   -      $(2,097)  $   -  
                                            -------   -------    -------   -------
      Net income                             15,085    13,995     40,482    39,161
Preferred dividends                             -          57        310       169
                                            -------   -------    -------   -------
      Earnings available 
       for common shares                    $15,085   $13,938    $40,172   $38,992
                                            =======   =======    =======   =======

Basic and diluted earnings per common share:
   Earnings before extraordinary item       $   .43   $   .39    $  1.18   $  1.08
   Extraordinary item                            -         -        (.06)       - 
                                            -------   -------    -------   -------
      Earnings per common share             $   .43   $   .39    $  1.12   $  1.08
                                            =======   =======    =======   =======

Weighted average common shares
 outstanding (in thousands)                  35,637    36,178     35,961    36,286
                                            =======   =======    =======   =======
Dividends declared per common share         $   .18   $   .17    $   .54   $   .49
                                            =======   =======    =======   =======
</TABLE>
                                          -5-
<PAGE>
<TABLE>
<CAPTION>
                              ALIANT COMMUNICATIONS INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (UNAUDITED)
                                                               Nine Months Ended
                                                                  September 30
                                                               -----------------
                                                               1998         1997
                                                               ----         ----
                                                            (Dollars in Thousands)
<S>                                                         <C>          <C>
Cash flows from operating activities:
   Net income                                               $ 40,482     $ 39,161
                                                            --------     --------
   Adjustments to reconcile net income  
    to net cash provided by operating activities:
      Depreciation and amortization                           42,282       37,597 
      Net change in investments and other assets                 264       (3,759)
      Deferred income taxes                                      968         (986)
      Changes in assets and liabilities resulting
       from operating activities:
         Receivables                                           1,506       (5,182)
         Other assets                                         (1,778)      (4,265)
         Accounts payable and accrued expenses                   436         (770)
         Minority interest                                      (468)         -
         Other liabilities                                     1,500         (603)
                                                            --------     -------- 
               Total adjustments                              44,710       22,032 
                                                            --------     -------- 
               Net cash provided by operating activities      85,192       61,193 
                                                            --------     -------- 
Cash flows from investing activities:
   Expenditures for property and equipment                   (59,689)     (31,905)
   Net salvage on retirements                                  8,515          350
                                                            --------     -------- 
               Net capital additions                         (51,174)     (31,555)

   Proceeds from sale of investments and other assets          1,693          312 
   Purchases of investments and other assets                  (4,252)      (4,466)
   Purchases of temporary investments                           (949)      (1,338)
   Maturities and sales of temporary investments               1,065        2,225 
   Acquisitions, net of cash acquired                        (23,105)         -
                                                            --------     -------- 
               Net cash used for investing activities        (76,722)     (34,822)
                                                            --------     -------- 
Cash flows from financing activities:
   Dividends to stockholders and premium on redemption
    of preferred stock                                       (19,460)     (17,619)
   Proceeds from issuance of long-term debt                  130,000       11,000
   Proceeds from issuance of notes payable                     5,000          -
   Retirement of preferred stock                              (4,499)         -
   Debt issuance cost                                           (909)         -

 (Continued on next page)
                                         -6-
<PAGE>
                              ALIANT COMMUNICATIONS INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont'd)
                                      (UNAUDITED)

                                                               Nine Months Ended
                                                                  September 30
                                                               -----------------
                                                               1998         1997
                                                               ----         ----
                                                           (Dollars in Thousands)

   Payments of long-term debt                              $(110,500)   $ (16,362)
   Net purchases and sales of common and treasury stock      (14,167)      (4,471)
                                                            --------     -------- 
               Net cash used in financing activities         (14,535)     (27,452)
                                                            --------     --------
Net decrease in cash and cash equivalents                     (6,065)      (1,081)
Cash and cash equivalents at beginning of year                27,867       25,290
                                                            --------     --------
Cash and cash equivalents at end of quarter                $  21,802    $  24,209
                                                           =========    =========

Supplemental disclosures of cash flow information:
      Interest paid                                        $   2,882    $   5,582
                                                           =========    =========
      Taxes paid                                           $  26,225    $  29,589
                                                           =========    =========

</TABLE>
                                         -7-
<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 Cellular Inc. 
(Cellular); Aliant Systems Inc. (Systems); Prairie Communications, Inc. 
(Prairie); Aliant Midwest Inc. (Midwest); and Aliant Network Services Inc. 
(Network).  As of February 27, 1998, Cellular and Prairie combined own 100% 
of Omaha Cellular General Partnership (OCGP), which has a controlling 
interest in Omaha Cellular Limited Partnership (OCLP).  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.

Certain prior period items have been reclassified to conform to the 1998 
format.  Most significantly, the Company reclassified wholesale services 
from Other wireline communications services revenue to Access and wholesale 
services revenue.  

(2) CHANGE IN LONG-TERM DEBT STRUCTURE

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.  
Further information about the new long-term debt structure is presented 
under the section entitled "Liquidity and Capital Resources" in 
Management's Discussion and Analysis below.

(3) INVESTMENT IN OMAHA CELLULAR MARKET

Effective February 27, 1998, the Company completed the acquisition of the 
remaining 50% of OCGP, which at March 31, 1998, owned 55.82% of OCLP and 
manages that operation.  The purchase price was approximately $15 million, 
and the transaction was accounted for as a purchase.  Beginning March 1, 
1998, OCLP's operating revenues and expenses are consolidated with those of 
the Company's other activities.  OCLP, doing business as Aliant Cellular-
Omaha, provides cellular communications services in the Omaha Metropolitan 
Statistical Area (MSA).  On April 28, 1998, OCGP purchased an additional 
25.93% of OCLP from other limited partners for approximately $24 million, 
bringing the Company's ownership of OCLP to 81.75%.  This transaction was 
also accounted for as a purchase.  OCLP has a definitive agreement to 
purchase the remaining 18.25% of the partnership between January 1 and June 
30, 1999 from the other remaining limited partner.  Upon completion of this 
purchase, the Company will be the sole owner of OCLP.  Further information 
about the Company's acquisition is presented under the section entitled 
"Managed Cellular Markets" in Management's Discussion and Analysis below.

(4) SUPPLEMENTAL CASH FLOW DISCLOSURES

In connection with the February 27, 1998 OCGP purchase and the April 28, 
1998 purchase of other limited partners, the following assets were 
acquired, liabilities assumed, and long-term debt issued:  

                                    -8-
<PAGE>
                                                                4/28/98
                                                   2/27/98      Limited
                                                    OCGP        Partner
(Dollars in thousands)                             Purchase     Purchase
----------------------                             --------     --------
 Property plant & equipment                        $(35,919)    $   --
 Price in excess of cost of net assets acquired     (30,507)     (16,464)
 Notes payable                                        3,500         --
 Prior investment in OCGP                             1,420         --
 Minority interest                                   13,590       (7,925)
 Retirement of PIK debt                              48,678         --
 Other assets and liabilities - OCGP                (17,623)        --
 Other assets and liabilities - OCLP                  3,145         --
 Issuance of note payable                            15,000         --
                                                   --------     --------
    Increase (Decrease) in cash                    $  1,284     $(24,389)
                                                   ========     ========

(5) RETIREMENT OF TELCO FIRST MORTGAGE BONDS

Effective May 1, 1998, the Company redeemed approximately $47.5 million of 
Telco first mortgage bonds at an interest rate of 9.91 percent, including a 
premium of approximately $3.5 million.  This premium resulted in a $2.1 
million extraordinary after-tax charge to earnings in second quarter 1998.  
Further information about the retirement is presented under the section 
entitled "Liquidity and Capital Resources" in Management's Discussion and 
Analysis below.

(6) REDEMPTION OF TELCO PREFERRED STOCK

Effective May 15, 1998, the Company began redeeming Telco's 5% preferred 
stock ($100 par value) at a redemption price of $105 per share, plus an 
accrued dividend of $0.63.  Further information about the redemption is 
presented under the section entitled "Liquidity and Capital Resources" in 
Management's Discussion and Analysis below.

(7) ACCOUNTING PRONOUNCEMENT

FAS 130, Reporting Comprehensive Income, establishes standards for the 
reporting and display of comprehensive income and its components in a full 
set of general purpose financial statements.  The standard also requires 
disclosure of the total of comprehensive income in interim financial 
statements.  The Company adopted the provisions of FAS 130 effective 
January 1, 1998.  For the period ended September 30, 1998, the Company does 
not have any elements of comprehensive income other than the elements 
currently recognized in the consolidated statement of earnings.

(8) SUBSEQUENT EVENT

Effective October 1, 1998, the Company entered into a settlement agreement 
related to a federal trademark infringement lawsuit which will result in 
other non-operating income of approximately $3.4 million, net of legal fees 
and related expenses, in the fourth quarter of 1998.

                                   -9-
<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.

<TABLE>
<CAPTION>
Revenues
--------
                       Three Months Ended Sept 30       Nine Months Ended Sept 30
                      -----------------------------    ----------------------------
(Dollars in 000s)     1998     1997   Change     %      1998     1997  Change     %
-----------------     ----     ----   -------------     ----     ----  -------------
<S>                <C>      <C>      <C>       <C>  <C>      <C>      <C>      <C>
Telephone revenues:
 Local network     $22,903  $20,682  $ 2,221   10.7 $ 66,163 $ 59,865 $ 6,298   10.5
 Access & wholesale 14,599   14,430      169    1.2   43,929   44,200    (271)  (0.6)
 Long distance       8,187    7,973      214    2.7   24,493   23,697     796    3.4
 Other wireline      8,934    7,850    1,084   13.8   24,492   21,100   3,392   16.1
                   -------  -------  -------   ---- -------- -------- -------   ----
  Total telephone 
  revenues          54,623   50,935    3,688    7.2  159,077  148,862  10,215    6.9

Wireless            32,813   19,969   12,844   64.3   87,012   56,346  30,666   54.4
Equipment sales
 and service         5,422    4,985      437    8.8   14,869   13,718   1,151    8.4
Intercompany        (3,752)  (2,323)  (1,429) (61.5) (10,698)  (6,536) (4,162) (63.7)
                   -------  -------  -------   ---- -------- -------- -------   ----
  Total operating 
   revenues        $89,106  $73,566  $15,540   21.1 $250,260 $212,390 $37,870   17.8
</TABLE>

All comparisons made in the following section are of the third quarter and 
nine-month periods of 1998, respectively, with the same periods in 1997.  

Local network services revenue increased $2,221,000 (10.7%) and $6,298,000 
(10.5%).  Basic local services revenue constituted $1,360,000 and 
$3,837,000 of the increases.  The basic local revenue increase was due to 
several factors.  First, residential revenue grew due to an increase in 
residential basic local service rates effective May 16, 1998.  This was 
offset by a comparable decrease in business basic local service rates.  
Second, additional installations of second phone lines contributed to the 
rise in residential revenues, with a 21.8% increase in second lines.  
Third, expanded area service revenue grew by $88,000 (3.9%) and $851,000 
(13.6%), resulting from a July 1997 rate increase.  Fourth, basic 
residential rates were increased approximately 10%, effective March 23, 
1997.  Telco access lines in service increased to 280,900, up 9,616 lines 
(3.5%) from September 30, 1997.

                                   -10-
<PAGE>
The local network services revenue increase was also affected by private 
line revenue increasing $305,000 (48.6%) and $782,000 (45.4%), 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 
increases of $242,000 (16.0%) and $997,000 (24.7%).

Access and wholesale services revenue increased $169,000 (1.2%) and 
decreased $271,000 (0.6%).  The third quarter decrease in access revenue of 
$220,000 was offset by a $389,000 increase in wholesale services revenue, 
which represents Network's revenue.  The nine-month decrease was made up of 
a $1,318,000 decrease in access revenue and a $1,047,000 increase in 
wholesale services revenues.  The access revenue decreases were due to 
several rate reductions, beginning with a decrease in intrastate access 
charges which occurred concurrently with the previously mentioned March 23, 
1997 residential basic local service rate increase.  Intrastate access 
rates were further reduced on May 16, 1998, coinciding with local service 
rate increases.  Also, interstate switched access rates were reduced in 
July 1997, January 1998, and July 1998.  Access minutes of use reached a 
total of 814.9 million minutes in the first nine months of 1998, compared 
to 760.5 minutes for the same period in 1997, a 4.8% increase for the 
comparative quarter and a 7.2% year-to-date increase.

Long distance services revenue increased $214,000 (2.7%) and $796,000 
(3.4%), even though intraLATA rates were reduced on March 23, 1997, and 
again on May 16, 1998.  The increases are due to an ongoing marketing 
effort to gain market share from larger business and residential long 
distance users.

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 $1,084,000 (13.8%) and $3,392,000 (16.1%).  Data 
communications growth is up $771,000 (46.5%) and $1,951,000 (41.8%), 
primarily due to the growth of Navix, the Company's Internet access 
service.  Directory advertising revenue also increased by $339,000 and 
$1,107,000, substantially due to a rate increase for directory advertising 
in the Company's latest directory editions.

Wireless communications services revenue increased $12,844,000 (64.3%) and 
$30,666,000 (54.4%).  As a result of increased ownership in the Omaha 
market mentioned previously, operating revenues from the Omaha MSA are 
included in the Company's operating revenues beginning March 1, 1998.  
Prior to that time, the Company's portion of the net results from OCLP were 
reported in non-operating income from investments.  The inclusion of OCLP 
contributed $9,230,000 and $21,044,000 of the total wireless revenue 
increases.  Customer lines in the total cellular market increased by 45,098 
(18.4%) since September 30, 1997. 

Telephone equipment sales and services revenue increased $437,000 (8.8%) 
and $1,151,000 (8.4%).  The increase is mainly due to a July 1997 rate 
increase for inside wire maintenance.  

Overall, Company operating revenues increased $15,540,000 (21.1%) and 
$37,870,000 (17.8%).  

                                   -11-
<PAGE>
<TABLE>
<CAPTION>
Operating Expenses
------------------
                       Three Months Ended Sept 30        Nine Months Ended Sept 30
                     ------------------------------    ------------------------------
(Dollars in 000s)    1998     1997    Change     %     1998     1997   Change     %
-----------------    ----     ----   --------------    ----     ----  ---------------
<S>                <C>      <C>      <C>      <C>   <C>      <C>      <C>      <C>
Depreciation and
 amortization      $14,642  $12,902  $ 1,740   13.5 $ 41,478 $ 37,502 $ 3,976   10.6
Other operating     48,729   38,276   10,453   27.3  137,828  111,776  26,052   23.3
Other taxes          1,211    1,170       41    3.5    3,481    3,271     210    6.4
Intercompany        (3,752)  (2,323)  (1,429) (61.5) (10,698)  (6,536) (4,162) (63.7)
                   -------  -------  -------   ---- -------- -------- -------   ----
   Total           $60,830  $50,025  $10,805   21.6 $172,089 $146,013 $26,076   17.9
</TABLE>

Depreciation and amortization expense increased $1,740,000 (13.5%) and 
$3,976,000 (10.6%).  The inclusion of OCLP in consolidated results 
contributed $1,498,000 and $3,350,000 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 $10,453,000 (27.3%) and $26,052,000 
(23.3%).  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 OCLP in consolidated results.  Total cellular operations 
expenses increased by $6,236,000 and $14,945,000, and $4,677,000 and 
$10,470,000 of those increases were attributable to the inclusion of OCLP.  
Navix expenses grew $630,000 and $1,871,000 due to the continued growth of 
Navix Internet service.  Midwest contributed $997,000 and $3,046,000 of 
operating expenses as a result of start-up costs and ongoing expenses.  

Overall, Company operating expenses increased $10,805,000 (21.6%) and 
$26,076,000 (17.9%).

<TABLE>
<CAPTION>
Non-Operating Income and Expense
--------------------------------
                      Three Months Ended Sept 30         Nine Months Ended Sept 30
                     ------------------------------    ------------------------------
(Dollars in 000s)    1998     1997    Change     %     1998     1997   Change     %
-----------------    ----     ----   --------------    ----     ----   --------------
<S>                <C>      <C>      <C>      <C>    <C>      <C>     <C>      <C>
Income from
 interest and
 other investments $   849  $ 2,054  $(1,205) (58.7) $ 3,618  $ 6,002 $(2,384) (39.7)
Minority interest      551        0      551     -     1,522        0   1,522     - 
Other deductions       461      128      333  260.2    1,087      626     461   73.6
Interest expense     2,651    2,157      494   22.9    7,842    6,559   1,283   19.6
                   -------  -------  ------- ------  -------  ------- -------  -----
   Total           $ 2,814  $   231  $ 2,583     -   $ 6,833  $ 1,183 $ 5,650  477.6
</TABLE>
                                   -12-
<PAGE>
Income from interest and other investments decreased by $1,205,000 (58.7%) 
and $2,384,000 (39.7%).  Prior to March 1998, this category included the 
Company's portion of the net results of OCLP.  Since March 1, 1998, OCLP 
has been consolidated into operations.

Minority interest represents the portion of the net results of OCLP that is 
not owned by the Company, which was 44.2% beginning March 1, 1998, and 
18.25% effective April 1, 1998.

Interest expense increased by $494,000 (22.9%) and $1,283,000 (19.6%).  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 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 $1,062,000 (11.4%) and $2,726,000 (10.5%).  The 
increases are proportionate to the increases in taxable income.

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.  In order to provide cash for various needs described 
below, the Company recently issued $100 million in long-term debt effective 
April 1, 1998, from its $250 million debt shelf registration.  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 $85,192,000 for the 
first nine months of 1998 compared to $61,193,000 for the first nine months 
of 1997.  The principal factors involved in the increase were an increase 
in operating income before depreciation and amortization, and a decrease in 
accounts receivable.  Cash from operating activities is the Company's 
primary source of liquidity, and primarily funds capital expenditures and 
dividends.  During the nine-month period ended September 30, 1998 cash 
provided by operating activities, less dividends paid, exceeded capital 
expenditures.

Net cash used for Company investing activities was $76,722,000 and 
$34,822,000 for the nine months ended September 30, 1998 and 1997, 
respectively.  The increase was largely due to the previously mentioned 
cellular acquisitions. 

Capital expenditures for the first nine months of 1998 were $59,689,000, an 
increase of $27,784,000 compared to 1997.  Total Company capital additions 
for both new and updated networks and communications facilities for 1998 
are projected to be $80,000,000.

                                   -13-
<PAGE>
Net cash used in Company financing activities was $14,535,000 and 
$27,452,000 for the nine months ended September 30, 1998 and 1997,
respectively.  The decrease was largely due to the issuance of new long-
term debt, part of the proceeds of which were used to retire other long-
term debt in the manner explained below.  

The Company's consolidated debt to cash flow ratio was .99 to 1.00, its 
consolidated debt to capital ratio was 1.00 to 2.82, and its EBITDA to 
interest expense ratio was 25.74 to 1.00. 

At September 30, 1998, the Company had $131.0 million of long-term debt, 
consisting of the following:

   -  $100.0 million senior unsecured 6 3/4% notes due April 1, 2028.
   -  A $20.0 million variable rate term loan due July 6, 2000, with 13
      consecutive quarterly installments commencing on September 15, 1997.
   -  A $20.0 million revolving loan due July 1, 1999.  This loan was 
      arranged in accordance with the credit agreement described below.  
   -  Excludes current installments of long-term debt of $9.0 million.

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.  The proceeds were 
used as follows in second quarter 1998:  (a) to repay the $15 million 
revolving loan that was incurred in order to acquire the remaining 50% 
interest in OCGP; (b) to redeem approximately $47.5 million of Telco first 
mortgage bonds at an interest rate of 9.91 percent, including a premium of 
approximately $3.5 million; (c) to redeem all of the outstanding Telco 5% 
preferred stock, including a redemption premium of approximately $225,000, 
for a total of approximately $4.7 million; and (d) to repay approximately 
$31 million of other bank debt.  The debt issue is rated AA+ by Standard 
and Poor's and A2 by Moody's.  

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 October 31, 1998, the Company had utilized $36 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 has authorized the Company to purchase 1,500,000 
shares of its common stock since April 24, 1991, and the shares are 
purchased from time to time as market conditions warrant.  During third 
quarter 1998, 2,000 shares were purchased.  As of September 30, 1998, a 
total of 173,000 shares remain available for purchase under authority of 

                                   -14-
<PAGE>
the most recent Board of Directors resolution, dated May 28, 1997.  These 
purchases are in addition to the purchases which the Company has been 
making for purposes of satisfying participant requirements under the 
Employee and Stockholder Dividend Reinvestment and Stock Purchase Plan, 
satisfying Employer Matching and Stock Bonus Contributions under the 
Company's 401(k) Savings and Stock Ownership Plan, and satisfying 
participant requirements under the Company's 1989 Stock and Incentive Plan.

A three-year labor contract with the Communications Workers of America 
(CWA) was signed in October 1998 affecting approximately 650 Telco 
bargaining unit employees.  Also, a four-year contract with the CWA was 
signed in May 1998 affecting approximately 60 Systems bargaining unit 
employees.  Key elements of the Telco agreement include:  (1) an 11.5 
percent wage increase spread over the next three years with annual 
increases of 4 percent the first two years and 3.5 percent the final year; 
(2) increased pension benefits for employees retiring after January 1, 
1999; and (3) a Company match to bargaining unit employees who contribute 
to the 401(k) Savings Plan.  The Systems agreement included a 15 percent 
wage increase spread over the next four years with annual increases of 4.5 
percent the first two years and 3 percent the final two years.  Other 
provisions of the Systems agreement are similar to the Telco agreement.

COMPETITION AND REGULATORY ENVIRONMENT

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 and rates charged on 
other enhanced services.  Competition will largely eliminate the ability to 
cross-subsidize customers and services in this manner.

Telco received a bona fide request on January 9, 1998, from US West 
Communications, Inc. (US West) to negotiate an interconnection agreement.  
After interconnection terms and conditions have been negotiated pursuant to 
the Act, and the Nebraska Public Service Commission (NPSC) approves such 
interconnection agreements, it is expected that US West will be in a 
position to offer competitive local exchange services within the Company's 
traditional ILEC market.  On June 23, 1998, US West filed a petition with 
the NPSC seeking permission to offer interLATA long distance service in 
Nebraska.  The NPSC is in the process of determining whether US West meets 
Federal Communications Commission (FCC) requirements for offering long 
distance service.  On August 3, 1998, Telco received a second bona fide 
request for interconnection.  This request came from Nebraska 
Telecommunications and Technology (NTT), which is a consortium of small 
Nebraska local exchange carriers.  This request will be handled on a 
similar time frame as that received from US West.  Other carriers may make 
such requests to seek to establish Competitive Local Exchange Carrier 
(CLEC) operations in Telco's operating area in the future.

Since 1986, Nebraska law has provided that ILECs may raise basic local 
exchange service rates by as much as 10% per year without regulatory review 
unless a sufficient number of subscriber petitions are filed with the NPSC.  
Telco invoked this statute in 1997, raising residential local exchange 
service rates by 10%. In 1997, legislation was passed which allowed ILECs

                                   -15-
<PAGE>
to raise residential service rates more than 10% in a twelve-month period 
provided that rates for other services are lowered so that the overall rate 
changes do not increase total company revenues by more than 1%.

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 $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 intraLATA access 
charges by approximately $900,000 per year.  Telco has estimated that the 
net impact of all these changes will be immaterial to revenues.  Revenue 
neutrality is required by Nebraska Statute 86-803(9), under which Telco 
filed its rate application.

Other regulatory issues continue to evolve at the state and federal levels. 
The Act adopted regulations requiring that universal service funding 
subsidies from low-cost customers to high-cost (mostly rural) customers 
must be made explicit and competitively neutral.  Also, the FCC has ruled 
that 75% of the responsibility for funding universal service must be borne 
by the states. Telco and other ILECs in sparsely populated rural states 
have expressed concern about this policy decision to the FCC and to members 
of Congress. The FCC released a Public Notice on April 15, 1998, to examine 
this and other issues regarding universal service support.  

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 October 2, 1998, the NPSC 
issued its Preliminary Findings and Conclusions (the Order) in the "super 
docket" which had been assigned Application No. C-1628.  The Order 
contained eight questions on which the NPSC requested responses by

                                   -16-
<PAGE>
interested parties by October 20.  Also, on October 20, pre-filed testimony 
was required to be submitted to the NPSC in connection with the public 
hearings on Applications No. C-1628 which were held on October 27-29, 1998.

While the Order is only a proposal and is non-binding, as written, the 
Order would require Telco to lower intrastate access charges to actual cost 
over a two-year transition period, and would create a Nebraska Universal 
Service Fund (NUSF) as a revenue replacement mechanism.  In order to 
participate in NUSF, Telco would need to raise its basic local service rate 
from $16.35 to $18.00 per month.  The Order contemplates funding NUSF 
through a surcharge on interstate and intrastate telecommunications service 
billings to customers in Nebraska.  While this surcharge would apply to 
many wireless, data communications, and other telecommunications services 
provided by Telco, the surcharge would be competitively neutral and should 
not adversely impact Telco's market share or the demand for such services.

The NPSC has allowed interested parties until November 20 to submit written 
briefs setting forth final recommendations concerning existing provisions 
or proposed modifications in the Order.  Thereafter, a final order will be 
issued by the NPSC, perhaps in December 1998 or January 1999.

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.  

The FCC has also imposed new requirements for the Company to separate 
wireless operations from Telco.  Currently, the cellular license for the 
Lincoln MSA is held by Telco; however, the Company is working toward moving 
the license to Cellular.  

MANAGED CELLULAR MARKETS

The Company owns and manages cellular markets providing service in the 
Lincoln MSA and 89 of the other 92 counties in Nebraska.  These markets 
contain approximately 231,000 and 848,000 POPs (potential customers), 
respectively.  OCLP, a limited partnership doing business as Aliant 
Cellular-Omaha, provides service in the Omaha MSA containing approximately 
634,000 POPs.  The Company has an interest (50% prior to February 27, 1998 
and 100% thereafter) in OCGP which owned 55.82% of OCLP at March 31, 1998, 
and manages that operation.  On April 28, 1998, OCGP completed the purchase 
of the interests of several of the limited partners for approximately $24 
million, increasing its interest in OCLP from 55.82% to 81.75%.  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.  Prior to March 1998, the Company's portion of Omaha's net 
results was included with income from investments.  

As of September 30, 1998, there were 289,782 customer lines in service in 
these three markets, compared to 244,684 a year earlier.  Penetration rates 
(subscribers compared to POPs) achieved were 24.0% in Lincoln, 17.2% in the 
rural areas of Nebraska, and 13.9% in Omaha.

                                   -17-
<PAGE>
Earnings before interest, income taxes, depreciation and amortization 
(EBITDA) totaled $16,302,000 and $45,649,000 for the third quarter and nine 
months of 1998, respectively, compared to $13,872,000 and $39,653,000 in 
the same periods in 1997.  Net operating income was $13,133,000 and 
$34,604,000, an increase of $2,756,000 (26.6%) and $4,965,000 (16.8%).  

In addition, the Company at September 30, 1998 had a 23.1% interest in, and 
manages, cellular operations in Iowa Rural Service Area 1 (RSA 1), which is 
contiguous to Omaha and to the Company's telephone operating area in 
Nebraska.  The ownership is held in part by OCLP, and that part will be 
sold during the fourth quarter of 1998 to the other Iowa RSA 1 partners as 
a result of first rights of refusal relating to the Company's purchase of 
OCGP in February 1998.  After the sale the Company will have a 9.2% 
interest remaining in RSA 1.

ACCOUNTING PRONOUNCEMENTS

FAS 131, Disclosures about Segments of an Enterprise and Related 
Information, was issued in June 1997.  FAS 131 establishes standards for 
the way public business enterprises report information about operating 
segments in annual financial statements and requires that those enterprises 
report selected information about operating segments in annual financial 
reports issued to shareholders.  It also established standards for related 
disclosures about products and services, geographic areas, and major 
customers.  FAS 131 is effective for periods beginning after December 15, 
1997.  The Company anticipates adopting this accounting pronouncement in 
the fourth quarter of 1998; however, management believes it will not have a 
significant impact on the Company's segment reporting.  

FAS 132, Employers' Disclosures about Pensions and Other Postretirement 
Benefits, was issued in February 1998.  FAS 132 revises employers' 
disclosures about pension and other postretirement benefit plans.  It does 
not change the measurement or recognition of those plans.  It standardizes 
the disclosure requirements for pensions and other postretirement benefits 
to the extent practicable and requires additional information on changes in 
the benefit obligations and fair values of plan assets that will facilitate 
financial analysis.  FAS 132 is effective for periods beginning after 
December 15, 1997.  Management believes that adopting this accounting 
pronouncement in 1998 will not have a significant effect on the level of 
disclosures in its consolidated financial statements.

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 
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.

                                   -18-
<PAGE>
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 resources of both Information Technology (IT) and non-
Information Technology (non-IT) systems 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, security, motor vehicle, and 
elevators.

Awareness and assessment phases have been completed for all significant IT 
issues.  Renovation of all application coding updates and changes is 
scheduled to be completed by March 31, 1999.  Currently, there are no known 
exceptions to meeting the targeted completion date.  All mainframe 
applications are in the process of being modified and tested.  A Y2K ready 
replacement system for Telco's plant tracking and assignment system is 
being developed and tested and is scheduled to be fully installed during 
1999.  As an added measure, the current plant assignment system is also 
being adapted to a Y2K ready format.  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 effort has been completed for non-IT systems.   A review of 
these items disclosed few items with date rollover issues.  The target date 
to resolve non-IT issues is December 31, 1998.  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.  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 has responded to customer and regulatory inquiries on the 
status of its ability to handle Y2K issues.

The current estimate of total Y2K compliance costs is approximately 26,000 
person hours at an approximate cost of $1.4 million with 19,600 hours of 
labor (at a cost of $1.0 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.  The estimated costs are not expected to significantly affect 
operating results or the financial condition of the Company in 1998 or 
1999.

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.  
Another concern is short-term power interruptions.  Existing and enhanced 
alternative power generation and battery backup should minimize power 
concerns.

                                   -19-
<PAGE>
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.

                                   -20-
<PAGE>
PART II -    OTHER INFORMATION

Item 1 - Legal Proceedings
--------------------------
Effective October 1, 1998, the Company settled a federal trademark 
infringement lawsuit it filed against a Wisconsin company, known as 
Interstate Energy Corporation, which intended to change its name to Alliant 
Corp.  Under the terms of the settlement agreement, Interstate has agreed 
to change its name to Alliant Energy Corporation.  Interstate has also 
agreed to certain restrictions respecting the future use of its Alliant 
Energy marks.  The Company will recognize other non-operating income of 
approximately $3.4 million, net of legal fees and related expenses, in the 
fourth quarter of 1998.

Item 2 - Changes in Securities
------------------------------
Effective May 15, 1998, the 5% preferred stock ($100 par value per share) 
of Telco was redeemed in its entirety.  The redemption price was $105.63 
per share (par plus a redemption premium of $5.00 per share plus the 
accrued dividend).  

Item 5 - Other Information
--------------------------
The deadline for submission of shareholder proposals pursuant to Rule 14a-8 
under the Securities Exchange Act of 1934, as amended (Rule 14a-8), for 
inclusion in the Company's proxy statement for its 1999 Annual Meeting of 
Shareholders is November 20, 1998.  Notice to the Company of a shareholder 
proposal submitted otherwise than pursuant to Rule 14a-8 will be considered 
untimely if received by the Company before January 18, 1999 or after 
February 12, 1999, and the persons named in the proxies solicited by the 
Board of Directors of the Company for its 1999 Annual Meeting of 
Shareholders may exercise discretionary voting power with respect to any 
such proposal as to which the Company does not receive timely notice.

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 
    September 30, 1998.

                                   -21-
<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)





      November 16, 1998             /s/ Robert L. Tyler
Date.....................   ......................................
                                         (Signature)
                            Robert L. Tyler, Senior Vice President-
                               Chief Financial Officer





      November 16, 1998             /s/ Michael J. Tavlin
Date.....................   ......................................
                                         (Signature)
                            Michael J. Tavlin, Vice President-
                               Treasurer

                                   -22-
<PAGE>
                 ALIANT COMMUNICATIONS INC. AND SUBSIDIARIES
                        EXHIBIT INDEX TO FORM 10-Q

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

    27               Financial Data Schedule                           *
                      Aliant Communications Inc.