<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  September 30, 1996     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 September 30, 1996, there were 1,987,554 shares of Common Stock 
outstanding.
                       (Total number of pages - 13)<PAGE>
  
                           MID-PLAINS, INC.
                      3rd QUARTER REPORT ON FORM 10-Q

                                  INDEX                 

                                                                 Page
                                                                Number
PART I.  Financial Information

   Item 1.  Financial Statements
              Consolidated Balance Sheets -
                 September 30, 1996 and December 31, 1995        3 - 4

              Consolidated Statements of Income -
                 Three and Nine Month Periods Ended
                 September 30, 1996 and 1995                         5

              Consolidated Statements of Cash Flow -
                 Nine Months Ended September 30, 1996 and 1995       6

              Notes to Consolidated Financial Statements         7 - 8


   Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results
              of Operations                                     9 - 12


PART II.  Other Information                                         


   Item 6.  Exhibits and Reports on Form 8-K                        13
      

Signatures                                                          13

<PAGE>
                             MID-PLAINS, INC.
                        CONSOLIDATED BALANCE SHEETS
<TABLE>
                                                 September 30,   December 31,
                                                 1996            1995    
In Thousands
<S>                                              <C>             <C>
ASSETS
CURRENT ASSETS

    Cash and cash equivalents                    $1,185          $ 560
    Accounts receivable -
      Due from subscribers                          960            818   
      Customer sales and services                   737            704
      Other, principally connecting companies     1,813          2,073 
    Inventories
      Plant materials and supplies                  421            376
      Communications systems and parts              783            903
    Other                                           284            486
                                                  6,183          5,920
PROPERTY, PLANT AND EQUIPMENT
    Telephone, in service and under
      construction, at original cost             49,490         46,198
    Less Accumulated depreciation               (21,689)       (16,663)
                                                 27,801         29,535
INVESTMENT AND OTHER ASSETS
    Cellular limited partnership interest         4,374          4,374
    Other                                           854            885
                                                  5,228          5,259
                                               $ 39,212       $ 40,714
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Current maturities of long-term debt       $    973       $    973
    Notes payable to banks                        5,682          4,440
    Accounts payable                              2,151          2,949
    Accrued taxes                                   596             48
    Other                                           501            588
                                                  9,903          8,998
LONG-TERM DEBT                                    6,876          7,597
DEFERRED CREDITS
    Income taxes                                  2,121          3,230
    Investment tax credits                          192            236
    Other                                           840            931
                                                  3,153          4,397
SHAREHOLDERS' EQUITY
    Common stock                                 11,837          6,610
    Additional paid-in capital                        0          5,059
    Retained earnings                             7,443          8,053
                                                 19,280         19,722
                                               $ 39,212       $ 40,714
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       Nine Months Ended
                              Sept. 30,    Sept. 30,   Sept. 30,    Sept. 30,
                              1996         1995        1996         1995   
In Thousands Except For Per Share Data
<S>                           <C>          <C>         <C>          <C>
OPERATING REVENUES                
 Telephone operations
  Local network services      $1,324       $1,110      $3,622       $3,144
  Network access and long
   distance network service    3,100        2,806       9,203        8,512
  Other                          629          610       1,936        1,801
 System sales and services     2,256        2,184       5,536        5,018
                               7,309        6,710      20,297       18,475
OPERATING EXPENSES
 Telephone operations
  Plant operations               703          602       2,372        1,975
  Depreciation                   846          783       2,507        2,269
  Customer operations            801          606       2,087        1,905
  Corporate operations           705          630       2,159        1,771
  General taxes                  326          250         878          742
 System sales and services 
  Cost of sales and services   1,405        1,459       3,331        3,206
  Operating expenses             683          524       1,754        1,510
                               5,469        4,854      15,088       13,378 

OPERATING INCOME               1,840        1,856       5,209        5,097
  Other income                    (5)           6          23           13
  Interest expense              (279)        (288)       (817)        (693)
INCOME BEFORE INCOME 
 TAX EXPENSE AND 
 EXTRAORDINARY ITEM            1,556        1,574       4,415        4,417
  Income tax expense             602          598       1,675        1,670
Income Before 
  Extraordinary Item             954          976       2,740        2,747
Extraordinary Item               -0-          -0-      (1,782)         -0-
NET INCOME                    $  954       $  976      $  958       $2,747

Average shares considered
 outstanding                   1,985        1,981       1,987        1,978
Earnings per share
 Income before 
 Extraordinary Item           $  .48       $  .49     $ 1.38        $ 1.39
  Extraordinary Item              -            -        (.90)           -   
 Net Income                   $  .48       $  .49     $  .48        $ 1.39
      
Cash dividends per share      $  .27       $  .25     $  .79        $  .73
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>
                                                Nine Months Ended              
                                                September 30,   September 30, 
                                                1996            1995            
In Thousands
<S>                                             <C>             <C>
OPERATING ACTIVITIES
   Net income                                   $  958          $2,747
   Add (Deduct) adjustments to reconcile
    net income to net cash provided by
    operating activities:
     Extraordinary item                          1,782               0
     Depreciation and amortization               2,579           2,337
     Deferred income taxes                          (1)            (28) 
     Change in accounts and other receivables       85            (602)
     Change in inventories                          75            (116)   
     Change in accounts payable                   (798)            122 
     Change in other assets and liabilities        708             917 
        Net cash from operating activities       5,388           5,377 

FINANCING ACTIVITIES
   Long-term borrowings                              0           5,000
   Repay long-term debt                           (721)         (3,155)
   Change in notes payable to banks              1,242           1,630
   Dividends paid                               (1,568)         (1,443)
   Stock purchase plan                             168             240   
        Net cash from (used in)
        financing activities                      (879)          2,272 

INVESTING ACTIVITIES
   Additions to property, plant and equipment   (3,984)         (5,453)
   Investment in cellular partnership                0          (1,995)
   Other, net                                      100             (52) 
        Net cash used in investing activities   (3,884)         (7,500)

 CASH AND CASH EQUIVALENTS
   Net increase during period                      625             149 
   Beginning of period                             560             186 
   End of period                                $1,185          $  335 

 Cash paid during the period:
   Interest                                     $  811          $  670
   Income taxes                                 $1,087          $1,302

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, 1995.

     In the opinion of the Company, the accompanying financial statements
     contain all adjustments (consisting of normal recurring accruals and the
     items discussed in Note 3) necessary to present fairly the financial
     position as of September 30, 1996 and December 31, 1995, and the results
     of operations and cash flows for the nine months ended September 30,
     1996 and 1995.  The results for the nine months ended September 30, 1996
     are not necessarily indicative of the results of operations which may be
     expected for the entire year ending December 31, 1996.

2.   On April 29, 1996, the shareholders approved amendments to the company's
     Articles of Incorporation including: changing its name from Mid-Plains
     Telephone, Inc. to Mid-Plains, Inc.; changing the Company's common stock
     from $3.33 1/3 par value to no par value; and increasing the number of
     authorized shares of common stock from 3,000,000 to 25,000,000.  As a
     result, the  common stock and additional paid-in capital accounts of the
     company have been modified.

     The number of shares issued and outstanding was 1,987,554 and 1,974,400
     at September 30, 1996 and December 31, 1995 respectively.

3.   On a regular basis management has evaluated the continued applicability
     of accounting for its telecommunications operations under Statement of
     Financial Accounting Standards No. 71, "Accounting for the Effects of
     Certain Types of Regulations" (SFAS 71).

     In the second quarter of 1994, Mid-Plains eliminated certain regulatory
     assets of $360,000 and regulatory liabilities of $574,000 related to
     employee and retiree benefits which management concluded would not be
     realized as a result of the 1994 enactment of the Wisconsin
     Telecommunications Act of 1993. 
    
     These changes in estimates increased 1994 net income by $130,000.

     In the second quarter of 1996, Mid-Plains concluded that generally
     accepted accounting principles (GAAP) prescribed by SFAS 71 were no
     longer appropriate due to a number of factors including: the Federal
     Telecommunications Act of 1996; Mid-Plains' application pending before
     the Public Service Commission of Wisconsin (PSCW) for authority to
     implement an alternative plan to traditional rate-of-return regulation;
     and recognizing potential increased competition. 
<PAGE>
     As a result of the discontinuation of applying SFAS 71, Mid-Plains
     recorded a second quarter extraordinary non-cash after-tax charge of
     $1,782,000.  The following table is a summary of the extraordinary
     charge.
                                                   In Thousands
                                               Pretax         After tax
     Increase in the accumulated 
       depreciation balance                    $ 3,036         $ 1,845
     Non-plant assets and liabilities             (121)            (63)
                                               $ 2,915         $ 1,782 

     The adjustment of $3,036,000 to net telecommunications plant was
     necessary as the estimated useful lives historically acceptable to the
     PSCW did not keep up with the rapid pace of technological changes in the
     industry and differed significantly from those used by unregulated
     enterprises.  Plant balances were adjusted by increasing the accumulated
     depreciation balance.

     The increase to the accumulated depreciation balance was supported by a
     depreciation analysis that identified inadequate accumulated
     depreciation levels which Mid-Plains believes developed over the years
     primarily as a result of the systematic under-depreciation of assets
     resulting from the regulatory process.  An impairment analysis was
     performed that did not identify any additional amounts not recoverable
     from future operations.

     When adjusting its net telecommunications plant, Mid-Plains gave effect
     to shorter, more economic realistic lives.  The following is a summary
     of average lives of the affected telephone plant before and after the
     discontinuance of SFAS 71.
     
     Asset Category                          Before         After
     Digital Switching Equipment               13             10
     Underground Metallic Cable                28             20
     Buried Metallic Cable                     23             19
     

<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 September 30, 1996 decreased $22,000 as
compared to the same period in 1995.   Net income for the first nine months of
1996 decreased $1,789,000 as compared to the same period in 1995 due primarily
to an extraordinary charge against income of $1,782,000 relating to the
discontinuance of regulatory accounting principles as discussed below.  Income
before extraordinary item for the nine months ended September 30, 1996
decreased $7,000 as compared to the same period in 1995.  Other factors
influencing the results of operations are also discussed below.


OPERATING REVENUES

Telephone Operations 

Local network services revenues increased $214,000 and $478,000 for the three
and nine months ended September 30, 1996 as compared to the same periods in
1995.   These revenues increased principally as a result of higher demand for
services, as evidenced by an 8.3 percent growth in access lines during the
last 12 months.  Additionally, effective September 1, 1996, the Company
implemented its Alternative Regulation Plan which had the effect of increasing
local network services revenues $114,000 for the month of  September 1996 (see
Regulatory Matters below).

Interstate network access and long distance network services revenues
increased $238,000 and $410,000 for the three and nine months ended September
30, 1996 as compared to the same periods in 1995.   These revenues increased
largely due to higher demand for access services as evidenced by an increase
in minutes of use of 10.4 percent and 11.1 percent for the three and nine
months ended September 30, 1996 as compared to the same periods in 1995.  

Intrastate network access and long distance network services revenues
increased $56,000 and $281,000 for the three and nine months ended September
30, 1996 as compared to the same periods in 1995.  The increase in these
revenues was primarily due to higher demand for access services as evidenced
by an increase in minutes of use of 8.7 percent and 8.3 percent for the three
and nine months ended September 30, 1996 as compared to the same periods in
1995.  This increase was offset by $77,000 due to the effects of  rate
reductions resulting from the Company's implementation of their Alternative
Regulation Plan on September 1, 1996 (See Regulatory Matters below).

System Sales and Services

System sales and services revenues increased $72,000 and $518,000 for the 
three and nine months ended September 30, 1996 as compared to the same 
periods in 1995.  These increases were due primarily from the growth in new 
system sales and higher equipment pricing.  Additionally, the nine months' 
revenues were increased due to a  one-time commission settlement of $179,000 
recorded in the second quarter of 1996.  

<PAGE>
OPERATING EXPENSES

Telephone Operations

Telephone operating expenses, which include plant, depreciation, customer
operations, corporate operations and general taxes, increased $510,000 and
$1,341,000 for the three and nine months ended September 30, 1996,
respectively, as compared to the same periods in 1995.  

The increases in plant, customer and corporate operations were due primarily
to growth in internal operations.  Additionally, plant operations increased
$76,000 and $194,000 for the three and nine months ended September 30, 1996,
respectively, as compared to the same periods in 1995, due to costs associated
with providing Internet access.  

The increase in depreciation expense of $63,000 and $238,000 for the three and
nine months ended September 30, 1996, respectively, as compared to the same
periods in 1995, was due to additional plant investment. 

System Sales and Services

As a percent of system sales and services revenues, Cost of Sales and Services
was 62.3 percent for the three months ended September 30, 1996 as compared to
66.8 percent for the same period in 1995. For the nine months ended September
30, 1996 this percentage was 60.2 percent as compared to 63.9 percent for the
same period in 1995.  These changes were primarily the result of the Company's
higher equipment pricing.  Additionally, the Cost of Sales and Service
percentage for the nine months ended September 30, 1996, was affected by a one
time settlement of commission revenues of $179,000 recorded in the second
quarter of 1996.

System sales and services operating expenses increased $159,000 and $244,000
for the three and nine months ended September 30, 1996, respectively, as
compared to the same periods in 1995.  These changes were primarily due to
growth in internal operations and an increase in incentives.


EXTRAORDINARY ITEM - DISCONTINUANCE OF REGULATORY ACCOUNTING PRINCIPLES

As described in Note 3 to the consolidated financial statements, Mid-Plains
discontinued applying Statement of Financial Accounting Standards No. 71 (SFAS
71), "Accounting for the Effects of Certain Types of Regulation" in the second
quarter of 1996.  Mid-Plains determined that it no longer met the criteria for
following SFAS 71 due to changes in the legislative, regulatory and
competitive environments.  Future business transactions will be recorded
following their economic substance, and regulatory assets and liabilities
pursuant to SFAS 71 will no longer be recognized.

As a result of discontinuation of SFAS 71, Mid-Plains expects 1996 and 1997
depreciation expense to approximate 1995 levels.  Depreciation expense in 1998
and beyond will likely be decreased as the effect of central office equipment
upgrading is completed.

Although Mid-Plains' recorded assets and net equity were reduced as a result
of this discontinuance of application of SFAS 71, no material impact on
current and future cash flows is anticipated.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Net cash provided from operations of the Company and its subsidiary for the
nine months ended September 30, 1996 was $5,388,000.  The net increase in
external financing during the same time period was $689,000.  Total
construction expenditure for the nine months ended September 30, 1996 was
$3,984,000. 

The Company plans to meet its 1996 cash requirements with cash flows from
operations and debt financing.  The Company is currently negotiating to borrow
long-term financing to reduce their current short-term debt.  At November 7,
1996, the Company has available unused lines-of-credit of  $3,300,000.  The
Company has experienced no difficulty in obtaining funds for its construction
program or other purposes, however, management is unable to predict the
potential impact of competition on the Company's future cash flow.

The Company is currently bidding in the Federal Communication Commission's PCS
auction for a license to provide PCS service (a wireless personal phone
service).  If the company is successful in acquiring the license, management
anticipates that significant additional equity and debt may be required.

REGULATORY MATTERS

On August 27, 1996, the Public Service Commission of Wisconsin approved the
Company's application for an Alternative Regulation Plan.  Under this 
five-year plan, the Company is required to maintain certain basic residential
and business rates under a rate ceiling as well as reduce access charges 
received from intrastate long distance providers.   In return, the plan 
eliminated the tie between local rates and rate-of-return regulation.  As 
part of the Plan, effective September 1, 1996 local rates on residential and 
standard business lines were increased, while access rates paid by long 
distance carriers to the Company for intrastate access were lowered.  While 
the changes noted above were designed to be revenue neutral to the Company, 
they greatly assisted positioning the Company to better meet the competition 
of the future.
  
<PAGE>
                              MID-PLAINS, INC.

                         PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

          (a)  Exhibits I - None

          (b)  Reports on Form 8-K

               There were no reports on Form 8-K filed for the nine months
               ended September 30, 1996.


                                 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  November 13, 1996    /s/ Howard G. Hopeman                              
                           Howard G. Hopeman, Vice-President and
                           Chief Financial Officer



Date  November 13, 1996    /s/ Fredrick E. Urben                       
                           Fredrick E. Urben, Vice-President,
                           Administration & Human Relations, Secretary
                           & Treasurer