UNITED STATES 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, 1998     Commission file number  333-23435



                      CHORUS COMMUNICATIONS GROUP, LTD.                     
            (Exact Name of Registrant as Specified in its Charter)

                WISCONSIN                                39-1880843       
  (State or Other Jurisdiction of                    (I.R.S. Employer
   Incorporation or Organization)                    Identification No.)


   8501 EXCELSIOR DRIVE, MADISON, WISCONSIN                  53717   
  (Address of Principal Executive Offices)                (Zip Code)

Registrant's telephone number, including area code      (608) 828-2000      



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 October 31, 1998, there were 5,408,606 shares of Common Stock outstanding.





 

 

<PAGE>
                            CHORUS COMMUNICATIONS GROUP, LTD.
                             3rd QUARTER REPORT ON FORM 10-Q

                                         INDEX                
 


PART I.   FINANCIAL INFORMATION
   
   Item 1.  Financial Statements
             Consolidated Balance Sheets -
                September 30, 1998 and December 31, 1997
          
             Consolidated Statements of Income -
                Three and Nine Month Periods Ended
                September 30, 1998 and 1997
       
             Consolidated Statements of Cash Flow -
                Nine Months Ended September 30, 1998 and 1997

             Notes to Consolidated Financial Statements

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

PART II.  OTHER INFORMATION

   Item 1.  Legal Proceedings
   Item 6.  Exhibits and Reports on Form 8-K

Signatures

All other  schedules and compliance information called for by the instructions
to Form 10-Q have been omitted since the required information is not present or
not present in amounts sufficient to require submission.









 





<PAGE>

                                    Part 1
                             FINANCIAL INFORMATION
Item 1. Financial Statements
                        CHORUS COMMUNICATIONS GROUP, LTD.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
                                               SEPTEMBER 30,      DECEMBER 31,
                                                   1998               1997                                   
In Thousands
<S>                                               <C>               <C>

ASSETS
CURRENT ASSETS

   Cash and cash equivalents                     $   4,653         $   2,736
   Temporary investments                             1,400             2,500
   Accounts receivable
      Due from customers                             3,627             3,045
      Other, principally connecting companies        2,969             2,446
   Inventories
      Plant materials and supplies                     685               542
      Systems and parts                              1,381               911
   Other                                             1,331             1,498

      Total Current Assets                          16,046            13,678

PROPERTY, PLANT AND EQUIPMENT
   In service and under construction                72,155            68,325
   Less accumulated depreciation                   (28,089)          (27,667)
      Total Property, Plant, and Equipment          44,066            40,658


CELLULAR LIMITED PARTNERSHIP INTERESTS               3,715             3,715


PERSONAL COMMUNICATION SERVICES LICENSE              3,577             3,418

GOODWILL, net of amortization of $102 thousand       1,412                 -

OTHER ASSETS                                         1,506             1,285




   TOTAL ASSETS                                  $  70,322         $  62,754

</TABLE>

                                    (UNAUDITED)






<PAGE>
                          CHORUS COMMUNICATIONS GROUP, LTD.
                             CONSOLIDATED BALANCE SHEETS
<TABLE>

                                                 SEPTEMBER 30,    DECEMBER 31,
                                                    1998              1997 
In Thousands
<S>                                                <C>                <C>

LIABILITIES AND SHAREHOLDERS' EQUITY 
CURRENT LIABILITIES
   Current maturities of long-term debt           $     800         $     614
   Notes payable to banks                               788             1,328
   Accounts payable                                   4,926             3,345
   Accrued pension cost                                   -               781
   Other                                              1,551             1,005
      Total Current Liabilities                       8,065             7,073


LONG-TERM DEBT                                       25,848            22,012


DEFERRED INCOME TAXES                                 3,117             3,142

 
OTHER LIABILITIES                                     1,714             1,384
      Total Liabilities                              38,744            33,611

MINORITY INTEREST                                       374               370


SHAREHOLDERS' EQUITY
   Common stock, no par value; authorized
   25 million shares; issued and outstanding
   5,408,606 and 5,368,606 shares, respectively      14,668            13,868
 
   Retained earnings                                 16,536            14,905
      Total Shareholders' Equity                     31,204            28,773



   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $  70,322         $  62,754


</TABLE>

See Notes to Consolidated Financial Statements

                                  (UNAUDITED)






<PAGE>
                           CHORUS COMMUNICATIONS GROUP, LTD.
                           CONSOLIDATED STATEMENTS OF INCOME
<TABLE>

                                      THREE MONTHS ENDED      NINE MONTHS ENDED
                                      SEPT. 30,  SEPT.30,    SEPT. 30, SEPT. 30,
                                        1998       1997        1998      1997                   
In Thousands Except For
Per Share Data
<S>                                     <C>       <C>         <C>       <C>

REVENUES AND SALES
   Local exchange carrier services    $  6,191   $  6,168    $ 18,987  $ 17,914
   System sales and services             3,507      1,994       9,278     5,109
   Other services and sales              1,930      1,428       5,470     3,931
      Total Revenues and Sales          11,628      9,590      33,735    26,954


OPERATING COSTS AND EXPENSES
   Cost of goods sold                    2,571      1,175       6,561     2,954
   Cost of services                      2,050      1,519       5,532     4,689
   Selling, general & administrative     3,404      2,885      10,092     8,632
   Depreciation & amortization           1,352      1,188       3,995     3,521
      Total Operating Costs
         and Expenses                    9,377      6,767      26,180    19,796


OPERATING INCOME                         2,251      2,823       7,555     7,158
   Other income                            191        108         278       273
   Interest expense                       (476)      (328)     (1,270)   (1,001)
   Minority interest                        (1)         6          (4)       17


INCOME BEFORE INCOME TAXES               1,965      2,609       6,559     6,447
   Income tax expense                      796      1,070       2,574     2,483


NET INCOME                            $  1,169   $  1,539    $  3,985  $  3,964

EARNINGS PER SHARE                    $    .22   $    .29    $    .74  $    .74

Average common shares outstanding        5,409      5,369       5,405     5,367

Dividends per share                   $   .145   $  0.135    $  0.435  $  0.405

</TABLE>

See Notes to Consolidated Financial Statements

                                 (UNAUDITED)

<PAGE>

                           CHORUS COMMUNICATIONS GROUP, LTD.
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                         
<TABLE>
                                                        NINE MONTHS ENDED
                                                    SEPT. 30,         SEPT. 30,
                                                      1998              1997
In Thousands
<S>                                                 <C>               <C>

OPERATIONS
   Net income                                      $   3,985         $   3,964
   Adjustments to reconcile net income
   to net cash from operations:
      Depreciation and amortization                    3,995             3,520
      Deferred income taxes                              (13)             (212)
      Changes in current assets and
      current liabilities excluding
      effect of acquisitions:
            Receivables - net                           (453)             (924)
            Inventories - net                           (216)              (20)
            Payables - net                               305              (309)
         Other - net                                     597               765
            Net cash from operations                   8,200             6,784

INVESTING
   Capital expenditures                               (6,993)           (4,670)
   Personal Communication Services license              (159)             (787)
   Acquisitions (net of cash acquired)                  (282)                -
   Cellular Investment                                     -               127
   Short-term investments - net                        1,100              (300)
   Other - net                                           106               128
            Net cash (used in) investing              (6,228)           (5,502)

FINANCING
   Stock plans                                             -               103
   Dividends paid                                     (2,354)           (2,174)
   Long-term debt issued                               4,486               745
   Long-term debt repaid                                (645)             (443)
   Short-term bank notes - net                        (1,542)              734
            Net cash (used in) financing                 (55)           (1,035)
Increase in cash and cash equivalents                  1,917               247
Cash and cash equivalents:
   Beginning of period                                 2,736             1,902
   End of period                                   $   4,653         $   2,149


Cash paid during the period:
   Interest                                        $   1,256         $     980
   Income taxes                                    $   2,728         $   2,340

</TABLE>

See Notes to Consolidated Financial Statements

                                 (UNAUDITED)

<PAGE>

                         CHORUS COMMUNICATIONS GROUP, LTD.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED

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 are 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, 1997.

         In the opinion of management,  the information furnished reflects all 
         adjustments, consisting of normal recurring accruals and an adjustment
         a fair  statement of the results for the interim periods.  The results
         for the nine months ended  September  30, 1998 are not  necessarily 
         indicative of the results of operations which may be expected for the
         entire year ending December 31, 1998.

2.        MERGERS

         Effective June 1, 1997, Mid-Plains, Inc. (Mid-Plains) and Pioneer 
         Communications, Inc. (Pioneer) merged into subsidiaries of a new 
         holding company, Chorus Communications Group, Ltd. ("Chorus").  The 
         mergers have been accounted for as a pooling-of-interests.
 
3.        ACQUISITIONS

         On January 29, 1998, Chorus acquired Executive Systems & Software,
         Inc., d/b/a The ComputerPlus, and IntraNet Inc., which were under
         common ownership. The businesses were acquired for 40,000 shares of
         common stock, cash of $500,000 and notes payable of $500,000.
         
         The acquisitions were accounted for as a purchase and, accordingly, the
         operating results of The ComputerPlus and Intranet, Inc. have been
         included in Chorus' consolidated financial statements since the date of
         acquisition. The excess of the aggregate purchase price over the fair
         value of net assets acquired of $1.4 million is being amortized over
         10 years.
        
         The following summarized unaudited pro forma consolidated results of 
         operations for the nine months ended September 30, 1998 and 1997
         assumes the acquisition had occurred on January 1 of each year.
         
         PRO FORMA INFORMATION
         <TABLE>
         (In thousands, except for per share data)
         
                                                  NINE MONTHS ENDED     
                                                SEPT. 30,   SEPT. 30,
                                                  1998        1997    
         <S>                                      <C>        <C>
         Net Sales                               $34,292     $33,347
         Net Income                                3,873       3,968
         Earnings per share                      $   .72     $   .74
         </TABLE>
         
<PAGE>

         These amounts include The ComputerPlus' and Intranet, Inc.'s actual
         results for the nine months ended September 30, 1998 and 1997. These 
         amounts are based upon certain assumptions and estimates.  The pro
         forma results do not necessarily represent results which would have
         occurred if the acquisition had taken place on the basis assumed above,
         nor are they indicative of the results of future combined operations.
 
4.       STOCK SPLIT

         On April 1, 1998, Chorus declared a 2-for-1 common stock split.
         Retroactive effect has been given to the stock split in all common
         share and per share data.

5.       PENSION PLAN SETTLEMENT

         In April of 1997, Mid-Plains, Inc. a subsidiary of Chorus, terminated
         its defined benefit pension plan.  In June of 1998, upon receiving 
         final approval for the termination from the Internal Revenue Service,
         plan settlement was made.  The actual settlement was lower than what 
         previously had been actuarially determined, resulting in a decrease in
         1998 pension plan expense of $325,000.

6.       OPERATING SEGMENTS

         Chorus organizes its business into two reportable segments: local
         exchange carrier (LEC) services and system sales and services.  The LEC
         services segment provides telephone and data services to customers in 
         local exchanges located in southern Wisconsin.  As a result of
         acquisitions in January 1998, system sales and services operations,
         which provide the sale, installation and servicing of business phone
         systems, was expanded to include computer network systems integration
         and computer sales.  Chorus also has operations in long distance, 
         Internet services, and directory publishing that do not meet the
         quantitative thresholds for reportable segments.

<TABLE>
(In Thousands)         LOCAL EXCHANGE     SYSTEMS SALES
                          CARRIERS         AND SERVICES        OTHER            TOTAL     
   <S>                    <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>
   THREE MONTHS
   ENDED SEPT. 30,
                          1998    1997     1998    1997     1998    1997     1998    1997
   Revenues and sales
    External customers $ 6,191 $ 6,168  $ 3,507 $ 1,994  $ 1,930 $ 1,428  $11,628 $ 9,590
    Intersegment       $   155 $   262  $     0 $     0  $   341 $    83  $   496 $   345
   Segment profit(loss)$ 1,193 $ 1,373  $   (58)$   115  $    35 $    82  $ 1,170 $ 1,570

   NINE MONTHS
   ENDED SEPT. 30,
                          1998    1997     1998    1997     1998    1997     1998    1997
   Revenues and sales
    External customers  $18,987 $17,914  $ 9,278 $ 5,109  $ 5,470 $ 3,931  $33,735 $26,954
    Intersegment        $   520 $   859  $     0 $     0  $   507 $    83  $ 1,027 $   942
   Segment profit (loss)$ 3,965 $ 3,718  $   (51)$   293  $    75 $   (23) $ 3,989 $ 3,988
</TABLE>

<PAGE>

         RECONCILIATION OF SEGMENT INFORMATION
         <TABLE>         
         (In Thousands)            THREE MONTHS ENDED        NINE MONTHS ENDED  
                                  SEPT. 30,  SEPT. 30,      SEPT. 30,  SEPT. 30,
                                    1998       1997           1998       1997   
         <S>                      <C>        <C>            <C>        <C>
         PROFIT
         Total profit for
          reportable segments     $ 1,135    $ 1,488        $ 3,914    $ 4,011
         Other profit (loss)           35         82             75        (23)
         Unallocated amounts:
          Non-operating segment                  (37)                      (41)
          Minority interest            (1)         6             (4)        17
         Net Income               $ 1,169    $ 1,539        $ 3,985    $ 3,964 

         </TABLE>

7.       CONTINGENCIES

         On May 14, 1998, the Public Service Commission of Wisconsin (the
         "Commission") issued an order which certified two competitors, TDS
         Metrocom, Inc., and KMC Telecom, Inc., to provide local telephone
         service in the territory served by Mid-Plains, Inc. The Commission also
         terminated the rural telephone company exemption of Mid-Plains as it
         pertains to the interconnection request of TDS.  Mid-Plains has decided
         not to challenge the certification of TDS or KMC and is proceeding with
         interconnection agreements with TDS.  Mid-Plains continues to challenge
         the determination that Mid-Plains has given a blanket waiver of its
         franchise and rural exemption rights.  Mid-Plains expects that
         competition will have some adverse effect upon its revenues in the
         future. The full extent of the effect of competition is unknown at this
         time.
        
         Management is continuing to study options for development of its 
         Personal Communication System ("PCS") license.  Build-out of the system
         would require substantial capital and operating expenditures over the 
         next several years in a highly competitive market.

         There has been no resolution of the cellular limited partnership
         dispute resulting from the company's holding of the PCS license in an
         area partially served by the cellular partnership.  Management believes
         that none of its actions conflict with the partnership agreement.

<PAGE>

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

Effective June 1, 1997, Mid-Plains, Inc. (Mid-Plains) and Pioneer 
Communications, Inc. (Pioneer) merged into subsidiaries of a new holding
company, Chorus Communications Group, Ltd.  The mergers have been accounted for
as a pooling-of-interests and, accordingly, historical financial data shown 
below has been reported as if the companies have always been one.

Effective January 29, 1998, Chorus acquired Executive Systems & Software, Inc.,
d/b/a/ The ComputerPlus and IntraNet, Inc.  The acquisitions were accounted for
under the purchase method of accounting and accordingly, the results of 
operations of The ComputerPlus and IntraNet, Inc. have been included in the 
consolidated results of operations of Chorus from the date of acquisition.

RESULTS OF OPERATIONS

OVERVIEW
Chorus' consolidated net income was $1.2 million and $1.5 million for the three
months ended September 30, 1998 and 1997, respectively.  Consolidated net income
remained constant at $4 million for the first nine months of 1998 as compared to
1997.  Revenues increased $2.0 million and $6.8 million for the three and nine
months ended September 30, 1998, respectively, as compared to the same periods
in 1997.  The acquisition of The ComputerPlus and IntraNet, Inc. accounted for 
the majority of increases ($2.2 million and $5.6 million, respectively).

Operating costs and expenses increased $2.6 million and $6.4 million for the 
three and nine months ended September 30, 1998, respectively, as compared to the
same periods in 1997.  The operations of the acquired companies noted above 
accounted for $2.3 million and $5.5 million of the increases.  Additionally, due
to the settlement of a subsidiary's defined benefit pension plan, (Note 5 to the
Consolidated Financial Statements) operating expenses decreased $0.3 million for
the nine months ended September 30, 1998 as compared to the same period in 1997.

Other income increased $0.1 million for the three months ended September 30, 
1998 as compared to the same time period in 1997, due to again on the sale of
real estate in connection with a city redevelopment effort.

Interest expense increased $0.1 million and $0.3 million for the three and nine
months ended September 30, 1998 as compared to the same time periods in 1997 due
to an increase in borrowings.

<PAGE>

RESULTS OF OPERATIONS OF THE BUSINESS SEGMENT

Chorus' primary operations are local exchange carrier services and system sales
and services.

LOCAL EXCHANGE CARRIER ("LEC") SERVICES

LEC services provide telephone and data services to customers in local exchanges
located in southern Wisconsin.  LEC services operating income consisted of the 
following:
<TABLE>
(In Thousands)                     THREE MONTHS ENDED        NINE MONTHS ENDED    
                                  SEPT. 30,   SEPT. 30,    SEPT. 30,   SEPT. 30,
                                    1998        1997         1998        1997   
<S>                                <C>         <C>          <C>         <C>
 
Revenues and Sales                 $ 6,346     $ 6,430      $19,507     $18,773
Operating Costs and Expenses         4,201       3,857       12,273      11,976
LEC Services Operating Income        2,145       2,573        7,234       6,797
Intercompany Eliminations              110        (262)        (255)       (859)

Operating Income                   $ 2,255     $ 2,311      $ 6,979     $ 5,938
</TABLE>

As stated in Note 7 to the financial statements, in May of 1998, TDS Metrocom,
Inc. ("TDS") and KMC Telecom, Inc. ("KMC") were certified to offer local service
in Mid-Plains service territory.  As of September 30, 1998, TDS and KMC have
acquired 1800 access lines previously served by Mid-Plains, 1600 of which 
provide service to the corporate offices of TDS, which is located within the 
service territory of Mid-Plains. The loss of these access lines was offset by 
the addition of new access lines, which resulted in Chorus providing  service to
approximately the same number of access lines (41,200) in September of 1998 as 
in September of 1997.  Management does expect that competition will have some 
adverse effect upon its revenues in the future.  The full extent of that effect 
is unknown at this time.

LEC services revenues are derived from local network services, interstate 
network access, intrastate network access and other services.  Local service 
revenues are based on fees charged to customers for providing local telephone 
exchange service within designated franchise areas.  Local service revenues 
increased $0.3 million and $1.1 million for the three and nine months ended 
September 30, 1998 as compared to the same periods in 1997.  This was 
principally due to rate increases on September 1, 1997 and 1998, having the 
effect of increasing local service revenues by $0.1 million and $0.5 million for
the three and nine months ended September 30, 1998 as compared to 1997, offset 
in part by the loss of access lines noted above.

Interstate and intrastate network access revenues are based on fees charged to 
interexchange carriers that use the LECs' local network to provide long distance
service to their customers.  Interstate revenues declined $0.1 million for the 
three months ended September 30, 1998, while growing $0.3 million for the nine
months ended September 30, 1998, both as compared to the same periods in 1997. 
This was due to higher demand for access services as evidenced by a 9% growth in
minutes of use for switched access services for the first nine months of 1998 as
compared to the first nine months of 1997, as well as an increase in special 
access services revenues of 31%. These increases were offset by an 11% decrease
in average rates for switched access services applied in 1998 and the results 
of competition. Additionally, in the first quarter of 1997, Chorus recorded a 
true-up adjustment from the National Exchange Carrier Association ("NECA") which
reduced interstate network access revenues by $0.2 million.

<PAGE>

Intrastate network access revenues decreased $0.2 million and $0.7 million for 
the three and nine months ended September 30, 1998 as compared to the same time 
periods in 1997. This was primarily due to Mid-Plains Alternative Regulation 
Plan, which lowered intrastate network access rates as well as the access line 
losses noted above.

Operating costs and expenses increased $0.3 million for both the three and nine
months ended September 30, 1998 as compared to the same time period in 1997. The
increases were primarily due to occupancy costs of new facilities and 
professional fees resulting from increased regulatory issues pertaining to local
competition.  For the nine month period ended September 1998, this was offset by
a reduction of expenses related to the settlement of Mid-Plains defined benefit 
pension plan (see Note 5 of the financial statements).

SYSTEM SALES AND SERVICES

System sales and services sell business systems and provide installation and
services throughout southern Wisconsin.  Additionally, with the acquisition of
The ComputerPlus, this segment was expanded to include computer network systems
integration and computer sales.

System sales and services operating income consisted of the following:

<TABLE>
(In Thousands)                   THREE MONTHS ENDED        NINE MONTHS ENDED  
                                SEPT. 30,   SEPT. 30,    SEPT. 30,   SEPT. 30,
                                  1998        1997         1998        1997   
<S>                              <C>         <C>          <C>         <C> 
Revenues and Sales               $ 3,507     $ 1,994      $ 9,278     $ 5,109
Operating Costs and Expenses       3,575       1,807        9,314       4,658
System Sales and Services
  Operating Income                   (68)        187          (36)        451
Intercompany Eliminations             43         (67)          79           - 

Operating Income                 $   (25)    $   120      $    43     $   451
</TABLE>

System sales and services revenues increased $1.5 and $4.2 million for the three
and nine months ended September 30, 1998, respectively, as compared to the same 
periods in 1997. The revenue increases were due to the acquisition of The 
ComputerPlus whose revenues are included in the financial statements from the 
date of the acquisition offset by lower sales of business phone systems due to 
competition and the availability of qualified staffing.

Operating costs and expenses increased $1.8 million and $4.7 million for the 
three and nine months ended September 30, 1998 as compared to the same periods 
in 1997. This was due to cost of goods sold which increased by $1.3 million and 
$3.5 million, primarily as a result of the purchase of The ComputerPlus. In
addition, selling, general and administrative expenses increased $0.3 million 
and $1.0 million, for the three and nine months ended September 30, 1998, 
respectively, primarily due to the operations of the acquisition.



<PAGE>

OTHER SERVICES AND SALES

Other services and sales include operations from long distance, Internet and 
directory publishing operations.  Other services and sales operating income 
consisted of the following:

<TABLE>
(In Thousands)                     THREE MONTHS ENDED        NINE MONTHS ENDED  
                                  SEPT. 30,   SEPT. 30,    SEPT. 30,   SEPT. 30,
                                    1998        1997         1998        1997   

<S>                                 <C>         <C>          <C>         <C> 
Revenues and Sales                 $ 2,271     $ 1,511      $ 5,977     $ 4,014
Operating Costs and Expenses         1,930       1,447        5,620       4,104
Other Services and Sales Operating
  Income (Loss)                        341          64          357         (90)
Intercompany Eliminations             (153)        328          176         859 

Operating Income                   $   188     $   392      $   533     $   769
</TABLE>


Revenues from other services and sales increased $0.8 million and $2.0 million 
for the three and nine months ended September 30, 1998, as compared to the same
periods in 1997.  The increase was due in part to the acquisition of IntraNet,
Inc., which accounted for $0.3 million and $0.9 million of the increase for 
three and nine months ended September 30, 1998, respectively.  Additionally, a 
short-term rental agreement (that terminated in June of 1998) of an office 
property accounted for $0.3 million of the increase during the first nine months
of 1998.  The revenue growth was also due to the overall expansion in 
the Long Distance and Internet customer base.

The increases were offset, in part, from the termination in October of 1997 of a
temporary arrangement to resell intralata toll service.  The increases in 
operating costs and expenses for the three and nine months ended September 30, 
1998 as compared to the same time periods in 1997 were primarily due to the 
acquisition of IntraNet, Inc. as well as growth in internal operations.

LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW

Chorus requires funds primarily for its construction programs, the maturity and
retirement of long-term debt, dividend payments and investments.  The capital 
resources available to meet these requirements are provided through operating 
and financing activities.  Net cash from operating activities of Chorus and its 
subsidiaries for the first nine months of 1998 was $8.2 million.

INVESTING ACTIVITIES AND CAPITAL REQUIREMENTS

The primary capital requirement of Chorus has historically consisted of 
expenditures under its construction program.  Total construction expenditures 
for the first nine months of 1998 were $7.0 million.  Additionally, Chorus 
acquired Executive Systems & Software, Inc., d/b/a/ The ComputerPlus and 
IntraNet, Inc. for 40,000 shares of common stock,  $0.5 million cash and notes 
of $0.5 million to be paid over two years.


<PAGE>

FINANCING ACTIVITIES

During the first nine months of 1998, Chorus borrowed an additional $4.5 million
in long term debt while repaying $0.6 million of its
long-term debt.

It is anticipated that the capital requirements for Chorus' construction 
programs, maturity and retirement of long-term debt, and dividend payments will 
be provided for with cash flow from operating activities and the issuance of
debt.

As further explained in Note 7 to the financial statements, management is 
continuing to study options for development of its Personal Communication System
("PCS") license for which build-out of the system would require substantial 
capital and operating expenditures over the next several years.  As part of this
study, management is also considering financing alternatives, which include the
issuance of debt, equity financing and the inclusion of additional partners in 
PCS-WI.

At October 30, 1998, Chorus has available unused lines-of-credit of $13 million.
Chorus has experienced no difficulty in obtaining funds for its construction 
programs or other purposes.  However, competition could have a negative impact 
on Chorus' future operations and cash flows.

REGULATION AND COMPETITION

As more fully discussed in Part II Item 1 Legal Proceedings, Mid-Plains is
subject to future competition, which Mid-Plains expects will have some adverse 
effect upon its future revenues. The extent of that effect is unknown at this 
time.

YEAR 2000

The Year 2000 compliance issue exists because many computerized information 
systems use two-digit data fields to designate a year and cannot process 
date-sensitive information beyond December 31, 1999.  Chorus has established a 
Year 2000 Project Team, to coordinate and monitor the Company's Year 2000
compliance efforts.  Begun in 1997, our Year 2000 effort covers our network and 
supporting infrastructure for our provision of local switched and data 
telecommunications services.  Additionally within the scope of this initiative 
are our operational and financial information technology systems and 
applications, end-user computing resources and building systems, such as
security, elevator and environmental control systems.  In addition, the project
includes a review of the Year 2000 compliance efforts of our key vendors and 
suppliers.  While this initiative is broad in scope, it has been structured to 
identify and prioritize our efforts for mission critical systems, network 
elements and products and key vendors and suppliers.

Work is progressing in the following phases: inventory, assessment, remediation,
deployment and monitoring. The inventory and assessment phases have been 
substantially completed as of April of 1998 and the remediation phase is in 
progress. Under our current Year 2000 plan, we have established a target date 
for deployment of January 1, 1999 for our network elements and products, 
April 1, 1999 for our billing and customer service support systems and 
July 1, 1999 for our financial information technology systems. The ability to
meet these target dates are dependent upon the timely provision of the necessary
upgrades and modifications by our vendors and suppliers.  Additionally, we 
are dependent on our vendors' and suppliers' assurances that their upgrades will
be Year 2000 compliant. Also, we cannot guarantee that third parties on whom we 
depend for essential services (such as electric utilities, interexchange 
carriers, etc.) will convert their critical systems and processes in a timely 
manner.  Failure or delay by any of these parties could significantly disrupt 
our business.  However, we have established a vendor and supplier compliance 
program, and we are working with our key vendors and suppliers to minimize such 
risks.
<PAGE>

We currently estimate that we will incur expenses of approximately $.1 million 
through 1999 in connection with our anticipated Year 2000 efforts.  We 
anticipate that a portion of our Year 2000 expenses will not be incremental 
costs, but rather will represent the redeployment of existing resources.  We 
also expect to incur certain capital improvement costs (totaling approximately 
$.4 million) to support this project.  Such capital costs are being incurred 
sooner than originally planned, but, for the most part, would have been required
in the normal course of business.

As part of our Year 2000 initiative, we are evaluating scenarios that may occur 
as a result of the century change and are in the process of developing 
contingency plans tailored for the Year 2000 related occurrences.  We have
established a target date of April 1, 1999 for the completion of these plans.

In management's view, the most reasonable worst case scenario for year 2000 
failure prospects faced by Chorus is that a limited number of important 
operational and financial information technology systems and applications may 
unexpectedly fail.  In addition, no assurance can be given that there may not be
problems with our network and supporting infrastructure for our provision of 
local switched and data telecommunications services relating to year 2000. 
Failure by Chorus or by certain of its vendors and suppliers to remediate year 
2000 compliance issues in advance of the year 2000 and to execute appropriate 
contingency plans in event that a critical failure is experienced, could result 
in disruption of Chorus' operations, possibly impacting our network and 
impairing Chorus' ability to bill and collect revenues.

The above information is based on our current best estimates, which were derived
using numerous assumptions of future events, including the availability and 
future costs of certain technological and other resources, third party 
modification actions and other factors.  Given the complexity of these issues
and possible as yet unidentified risks, actual results may vary materially from
those anticipated and discussed above.  Specific factors that might cause such 
differences include, among others, the availability and cost of personnel
trained in this area, the ability to locate and correct all affected computer 
code, the timing and success of remedial efforts of our third party vendors and 
suppliers and similar uncertainties.

FORWARD-LOOKING STATEMENTS

The Company cautions that except for historical information, the matters 
discussed or incorporated by reference in the Quarterly Report on Form 10-Q are 
forward-looking statements that involve risks and uncertainties that may affect 
the Company's actual results and cause results to differ materially from such 
forward-looking statements. Such risks and uncertainties include, but are not 
limited to, rapid technological developments and changes in the 
telecommunications and information services industries; ongoing deregulation 
(and the resulting likelihood of significantly increased price and product/
service competition) in the telecommunications industry and regulatory 
limitations on the Company's ability to change its pricing for communications
services.  In addition to these factors, actual future outcomes and results may
differ materially because factors including (without limitation) market 
conditions and growth rates, economic conditions, policy changes and the 
continued availability of financing in the amounts, at the terms, and on the 
conditions necessary to support the Company's future business, and other factors
indicated from time to time in the Company's filings with the Securities and
Exchange Commission.  Such forward-looking statements reflect only information
available at the time this report is being filed, as a result the Company 
undertakes no obligation to update the statements to reflect subsequent
circumstances or events.

<PAGE>

                                     PART II.
                                OTHER INFORMATION
Item 1.  Legal Proceedings

As reported in the company's Form 10-Q filed for the second quarter of 1998, 
on May 14, 1998, the Public Service Commission of Wisconsin (the "Commission") 
issued an order which certified two competitors, TDS Metrocom Inc. and KMC 
Telecom, Inc. to provide local phone service in the territory served by 
Mid-Plains, Inc. The Commission also terminated the rural telephone company 
exemption of Mid-Plains as it pertains to the interconnection request of TDS. 
Mid-Plains has decided not to challenge the certification of TDS or KMC and is
proceeding with interconnection agreements with TDS.  Mid-Plains continues to 
challenge the determination that Mid-Plains has given a blanket waiver of its 
franchise and rural exemption rights.  As a result of the authorization of two 
competitors, Mid-Plains does expect that competition will have some adverse 
effect upon its revenues in the future. The full extent of that effect is 
unknown at this time.  

As explained in Note 7 to the Financial Statements, there has been no resolution
of the cellular limited partnership dispute resulting from the company's holding
of the PCS license in an area partially served by the cellular partnership. 
Management believes that none of its actions conflict with the partnership 
agreement.







<PAGE>

Item 6.  Exhibits and Reports on Form 8-K
  (a)    List of Exhibits

         (27) Financial Data Schedule
  (b)    Reports on Form 8-K

         On October 23, 1998, Chorus Communications Group, Ltd. filed a Form 8-K
         informing the Commission that the Company had engaged the accounting 
         firm of Deloitte & Touche LLP as principal accountants for the 
         Registrant for 1998.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.
                     
                                   CHORUS COMMUNICATIONS GROUP, LTD.
                                             (Registrant)

Date:    November 13, 1998    /S/DEAN W. VOEKS
                                         Dean W. Voeks
                                         Chief Executive Officer

Date:    November 13, 1998    /S/HOWARD G. HOPEMAN
                                         Howard G. Hopeman
                                         Executive Vice-President and
                                         Chief Financial Officer