<PAGE>


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                FORM 10-Q

           Quarterly Report Pursuant to Section 13 or 15(d) of
                   The Securities Exchange Act of 1934


For Quarter ended  March 31, 1997     Commission file number 0-8320



                           MID-PLAINS, INC.
          (Exact Name of Registrant as Specified in its Charter)


                WISCONSIN                                  39-0274450
           (State or Other Jurisdiction of               (I.R.S. Employer
            Incorporation or Organization)               Identification No.)


   1912 Parmenter Street, P.O. Box 70, Middleton, Wisconsin        53562
         (Address of Principal Executive Offices)              (Zip Code)

Registrant's telephone number, including area code      (608) 831-1000



Indicate by checkmark 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


As of March 31, 1997, there were 1,991,743 shares of Common Stock outstanding.


                       (Total number of pages - 10)
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                             MID-PLAINS, INC.

                     1st QUARTER REPORT ON FORM 10-Q


                                  INDEX

                                                                 Page
                                                                Number

PART I.  Financial Information

   Item 1.  Financial Statements
              Consolidated Balance Sheets -
                 March 31, 1997 and December 31, 1996            3 - 4

              Consolidated Statements of Income -
                 Three Months Ended March 31, 1997 and 1996          5

              Consolidated Statements of Cash Flow -
                 Three Months Ended March 31, 1997 and 1996          6

              Notes to Consolidated Financial Statements             7


   Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results
              of Operations                                      8 - 9


PART II.  Other Information                                         10


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


Signatures                                                          10
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MID-PLAINS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>

                                                March 31,      December 31,
                                                1997           1996
In Thousands
<S>                                             <C>            <C>              
ASSETS
CURRENT ASSETS

    Cash and cash equivalents                   $ 2,051        $ 1,058
    Accounts receivable -
      Due from subscribers                          980          1,069
      Customer sales and services                   778            941
      Other, principally connecting companies     1,890          1,313
    Inventories
      Plant materials and supplies                  463            459
      Communications systems and parts              871            858
    Other                                           426            551
                                                  7,459          6,249

PROPERTY, PLANT AND EQUIPMENT

    Telephone, in service and under
      construction, at original cost             51,248         50,552
    Less Accumulated depreciation               (22,197)       (21,730)
                                                 29,051         28,822

INVESTMENT AND OTHER ASSETS

    Cellular limited partnership interest         4,102          4,101
    PCS license                                   3,292             -
    Other                                           714            716
                                                  8,108          4,817

                                                $44,618        $39,888




             The accompanying notes to consolidated financial
           statements are an integral part of these statements.

                               (UNAUDITED)

/TABLE
<PAGE>
MID-PLAINS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>


                                               March 31,      December 31,
                                               1997           1996
In Thousands
<S>                                            <C>            <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

    Current maturities of long-term debt       $   541        $   216
    Notes payable to banks                       1,174              -
    Accounts payable                             2,838          3,093
    Other                                        1,005          1,089
                                                 5,558          4,398


LONG-TERM DEBT                                  15,528         12,185


DEFERRED CREDITS
    Income taxes                                 2,502          2,568
    Investment tax credits                         163            177
    Other                                        1,108          1 063
                                                 3,773          3,808

SHAREHOLDERS' EQUITY
    Common stock                                11,992         11,889
    Retained earnings                            7,767          7,608
                                                19,759         19,497

                                              $ 44,618       $ 39,888



              The accompanying notes to consolidated financial
           statements are an integral part of these statements.

                               (UNAUDITED)

</TABLE>
<PAGE>
MID-PLAINS, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>

                                                     Three Months Ended
                                                     March 31,     March 31,
                                                     1997          1996
In Thousands Except For Per Share Data
<S>                                                  <C>           <C>
OPERATING REVENUES
 Telephone operations
  Local network services                             $1,625        $1,133
  Network access and long
   distance services                                  3,202         3,033
  Other                                                 483           597
 System sales and services                            1,473         1,846
                                                      6,783         6,609

OPERATING EXPENSES
 Telephone operations
  Plant operations                                    1,190           809
  Depreciation                                          927           829
  Customer operations                                   821           601
  Corporate operations                                  928           657
  General taxes                                         269           275
 System sales and services
  Cost of sales and services                            837         1,216
  Operating expenses                                    518           516
                                                      5,490         4,903

OPERATING INCOME BEFORE INCOME TAXES                  1,293         1,706
  Other income                                           27             8
  Interest expense                                     (282)         (275)


INCOME BEFORE INCOME TAX EXPENSE                      1,038         1,439
  Income tax expense                                    341           552

NET INCOME                                           $  697        $  887

Average shares considered outstanding                 1,990         1,983

Earnings per share                                   $ .35         $ .45

Cash dividends per share                             $ .27         $ .25

             The accompanying notes to consolidated financial
           statements are an integral part of these statements.

                               (UNAUDITED)
/TABLE
<PAGE>
MID-PLAINS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
                                                   Three Months Ended
                                                   March 31,      March 31,
                                                   1997           1996
 In Thousands
 <S>                                               <C>            <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                      $   697        $  887
   Add (Deduct) adjustments to reconcile
    net income to net cash provided by
    operating activities:
     Depreciation                                      947           851
     Deferred income taxes                             (81)          (20)
     Change in accounts and other receivables         (326)          359
     Change in inventories                             (17)           19
     Change in accounts payable                       (255)          108
     Change in other assets and liabilities             86           515
        Net cash from operating activities           1,051         2,719

 CASH FLOWS FROM FINANCING ACTIVITIES
   Long-term borrowings                                745            -
   Repay long-term debt                                 -           (234)
   Change in notes payable to banks                  1,174        (1,665)
   Dividends paid                                     (538)         (495)
   Stock purchase plan                                 103            36
   Net cash used in financing activities             1,484        (2,358)

 CASH FLOWS FROM INVESTING ACTIVITIES
   Additions to property, plant and equipment       (1,306)       (1,075)
   Other, net                                         (236)          530
   Net cash used in investing activities            (1,542)         (545)

 CASH AND CASH EQUIVALENTS
   Net increase (decrease) during period               993          (184)
   Beginning of period                               1,058           560
   End of period                                    $2,051        $  376

 Cash paid during the period:
   Interest                                         $  321        $  268
   Income taxes                                     $  323        $   87


               The accompanying notes to consolidated financial
             statements are an integral part of these statements.

                                 (UNAUDITED)
/TABLE
<PAGE>
MID-PLAINS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   The  unaudited financial statements included herein have been  prepared
     pursuant  to  the rules and regulations of the Securities and  Exchange
     Commission.   Certain  information  in  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, although the  Company  believes  the
     disclosures  are  adequate  to  make  the  information  presented   not
     misleading.   It is suggested that these financial statements  be  read
     in  conjunction  with the financial statements and  the  notes  thereto
     included  in  the Company's Form 10-K for the year ended  December  31,
     1996.

     In  the  opinion of the Company, the accompanying financial  statements
     contain  all  adjustments  (consisting of  normal  recurring  accruals)
     necessary  to  present fairly the financial position as  of  March  31,
     1997  and  December  31, 1996, and the results of operations  and  cash
     flows  for the three months ended March 31, 1997 and 1996.  The results
     for  the  three  months  ended  March  31,  1997  are  not  necessarily
     indicative of the results of operations which may be expected  for  the
     entire year ending December 31, 1997.

2.   On  April 28, 1997 PCS Wisconsin, LLC, a 75% owned subsidiary  of  Mid-
     Plains,  was  granted a Personal Communication Service ("PCS")  license
     by  the  FCC  for  the Madison BTA at a total cost of $3,248,000.   PCS
     Wisconsin,  LLC  had  made a deposited $325,000  in  December  of  1996
     towards  this  cost.  An additional $325,000 was paid on May  12,  1997
     with  the  remaining $2,598,000 to be payable in installments  starting
     in 1999 through 2006.

3.   The  company  is  required to adopt Statement of  Financial  Accounting
     Standards  No.  128,  "Earnings Per Share"  for  periods  ending  after
     December  15,  1997.  Management is of the opinion that this  will  not
     have   a   material  change  in  the  company's  earnings   per   share
     calculation.
     


<PAGE>

                          MID-PLAINS, INC.

                MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS
                             OF OPERATIONS


RESULTS OF OPERATIONS

Net income for the three months ended March 31, 1997 decreased $190,000
as compared to the same period in 1996. The primary factors that
influenced the results of operations are discussed below.

OPERATING REVENUES

Telephone Operations

Local network services revenues increased $492,000 for the first quarter
of 1997 as compared to the first quarter of 1996.  The increase was due
principally to the Company's implementation of its Alternative
Regulation Plan on September 1, 1996, which had the effect of increasing
local network service revenues $431,000 for the first quarter of 1997 as
compared to the first quarter of 1996.  Additionally, Mid-Plains
experienced an 8.8% growth in access lines during the first quarter of
1997.

Interstate network access and long distance network services revenues
increased $62,000 for the first quarter of 1997 as compared to the same
period in 1996.   These revenues increased largely due to higher demand
for private line services as well as 6.1% higher demand for access
services for the three months ended March 31, 1997 as compared to the
same period in 1996.  A true-up adjustment of $163,000 related to 1995
and 1996 revenues partially offset the increases noted above.

Intrastate network access and long distance network services revenues
increased $107,000 for the three months ended March 31,1997 as compared
to the same period in 1996.  The increase in revenues was primarily due
to the company's implementation of intrastate intralata long distance
service in December of 1996 as well as a 7.8% higher demand for access
services in the first quarter of 1997 as compared to the same period in
1996. This increase was partially offset by $242,000 due to the effects
of a rate reduction resulting from the Company's implementation of their
Alternative Regulation Plan on September 1, 1996.

System sales and services revenues decreased $373,000 for the three
months ended March 31, 1997 as compared to the same period in 1996.  The
decrease was primarily due to slow sales of new systems.

<PAGE>
OPERATING EXPENSES

Telephone Operations

Telephone operating expenses, which include plant, depreciation,
customer operations, corporate operations and general taxes, increased
$964,000 for the three months ended March 31, 1997 as compared to the
same period in 1996.

The increases in plant, customer and corporate operations were due
primarily to growth in internal operations.  Additionally, plant
operations increased $185,000 and $64,000 due to long distance and
Internet access, respectively, for the three months ended March 31,
1997, as compared to the same period in 1996. Also, corporate operations
expense increased $200,000 during the first quarter of 1997 as compared
to 1996, due to the expenses incurred relating to the pending merger
with Pioneer Communications, Inc.

The increase in depreciation expense of $98,000 for the three months
ended March 31, 1996, as compared to the same periods in 1996, was
primarily due to additional plant investment.


System Sales and Services

As a percent of system sales and services revenues, cost of sales and
services was 56.8 percent for the three months ended March 31, 1997 as
compared to 65.9 percent for the same period in 1996. These changes were
primarily the result of the Company's higher equipment pricing.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided from operations of the Company and its subsidiaries
for the three months ended March 31, 1997 was $1,051,000.  The net
increase in external financing during the same time period was
$2,022,000.  Total construction expenditure for the three months ended
March 31, 1997 was $1,306,000.

It is expected for 1997 that the company's capital requirements for its
construction program, maturity and retirement of long-term debt,
dividend payments and investment in PCS Wisconsin, LLC, will be provided
for with cash flow from operations, the issuance of debt and, if
necessary, equity financing.

At May 12, 1997, the Company had available unused lines-of-credit of
$6,517,000.  The Company has experienced no difficulty in obtaining
funds for its construction program or other purposes and anticipates
none in the future.
<PAGE>
                            MID-PLAINS, INC.

                    PART II.  OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

          (a)  Exhibits - (27) Financial Data Schedule

          (b)  Reports on Form 8-K
               
               In a report filed on Form 8-K dated January 7, 1997, the
               Company reported an agreement and plan of merger with Pioneer
               Communications, Inc.


                             SIGNATURES


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


                                  MID-PLAINS, INC.
                                    (Registrant)


Date   May 14, 1997        /s/Howard G. Hopeman
                           Howard G. Hopeman, Vice-President and
                           Chief Financial Officer



Date   May 14, 1997        /s/Fredrick E. Urben
                           Fredrick E. Urben, Vice-President,
                           Administration & Human Relations, Secretary
                           & Treasurer
                         
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