SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                         Commission File No.: 000-21557

                             ACI TELECENTRICS, INC.
           (Name of Small Business Issuer as specified in its charter)

         MINNESOTA                                            41-1572571
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                            Identification Number)

         3100 WEST LAKE STREET, SUITE 300, MINNEAPOLIS, MINNESOTA, 55416
               (Address of principal executive offices)(Zip Code)

         Issuer's telephone number, including area code: (612) 928-4700

    Securities registered pursuant to Section 12(b) of the Exchange Act: None

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                      Common Stock, no par value per share

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

Issuer's revenues for its most recent fiscal year:  $15,253,893.

The aggregate market value of the Common Stock held by nonaffiliates of the
Registrant as of February 28, 1998 was approximately $4,166,000 based upon the
average of the closing bid and asked prices of the Registrant's Common Stock on
such date.

There were 5,714,803 shares of Common Stock, no par value, outstanding as of
February 28, 1998.

                            ------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

Documents incorporated by reference pursuant to Rule 12b-23: Portions of the
Registrant's 1997 Annual Report to Shareholders for fiscal year ended December
31, 1997 and Proxy Statement for its 1998 Annual Meeting of Shareholders are
incorporated by reference into Items 6 and 7 of Part II and Items 9, 10, 11 and
12 of Part III, respectively.

Transitional Small Business Disclosure Format (check one).  Yes [ ]   No [X]


<PAGE>



                                    I N D E X

<TABLE>
<CAPTION>

Description                                                                                                    Page
-----------                                                                                                    ----

PART I
<S>           <C>                                                                                                <C>
         ITEM 1. DESCRIPTION OF BUSINESS..........................................................................1
         ITEM 2. DESCRIPTION OF PROPERTY..........................................................................3
         ITEM 3. LEGAL PROCEEDINGS................................................................................3
         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............................................4


PART II
         ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.........................................5
         ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............5
         ITEM 7. FINANCIAL STATEMENTS.............................................................................5
         ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.............5


PART III
         ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
                  16(a) OF THE EXCHANGE ACT.......................................................................6
         ITEM 10. EXECUTIVE COMPENSATION..........................................................................6
         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND  MANAGEMENT.................................6
         ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................................................6
         ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................................................6

</TABLE>


<PAGE>


                                     PART I


ITEM 1.           DESCRIPTION OF BUSINESS

GENERAL

         ACI Telecentrics, Inc. (the "Company") was incorporated under the name
Automated Communications, Incorporated under Minnesota law on January 13, 1987
and changed its name to ACI Telecentrics, Inc. on July 26, 1996. The Company
provides telephone based sales and marketing services, broadly defined as
teleservices. As of December 31, 1997, the Company operated 361 outbound and 27
inbound workstations in eight call centers located in Minnesota, North Dakota,
South Dakota, Nebraska and Indiana.

         Prior to August 1, 1997, the Company had focused primarily on the
telecommunications, publishing and financial services industries. On August 1,
1997, the Company acquired all of the outstanding common stock of Encyclopaedia
Britannica Communications Corporation ("EBCC"), which operated call centers in
Lombard, Illinois and Merrillville, Indiana. With the acquisition of EBCC, the
Company began to offer services to the insurance industry. In the
telecommunications industry, the Company markets caller ID services to the
customers of Regional Bell Operating Companies. In the publishing industry, the
Company's telemarketing programs assist newspaper, magazine, and book publishers
in acquiring new subscribers, soliciting subscription renewals, and
cross-selling products. In the financial services industry, the Company conducts
telemarketing projects for banks and financial services companies in the areas
of insurance; credit card customer acquisition, retention and renewal; credit
card enhancement services; account generation and retention; and customer
service. In the insurance industry, the markets specified insurance products for
its insurance company clients.

INDUSTRY AND MARKET

         The Company believes that the telemarketing sector of marketing
expenditures will continue to grow and that the trend towards outsourcing
telemarketing programs will continue. Many companies are choosing to use
telemarketing for customer retention, customer service and customer care
programs in addition to the traditional sales programs. The telecommunications
and financial services industries, which ACI already serves, are undergoing
deregulation or consolidation, which provides the Company with additional growth
opportunities as these businesses search for low cost solutions for their
marketing, sales and customer support needs. In 1997, businesses within the
telecommunications, publishing and insurance industries accounted for most of
the Company's revenues. The industries targeted by the Company and the principal
services provided are described below.

TELECOMMUNICATIONS. The Company entered the telecommunications segment of the
market in 1996, and in that year revenues from this segment accounted for 42.6%
of revenues. ACI has leveraged our expertise in this market to secure programs
in 1998 with US West and GTE. The Company's principal telecommunications
customer in 1997 was CIDCO, Inc.

PUBLISHING. ACI provides telemarketing services to publishers, including
subscription renewals, subscription sales, and customer services. The Company's
program managers work closely with publishing clients to develop individually
tailored programs to enhance their marketing and sales efforts. The Company has
conducted telemarketing services for such companies as Cahners Publishing
Company and Cy DeCosse, Incorporated.

INSURANCE. ACI provides insurance companies with a wide range of telemarketing
services, including upgrading current policies, acquiring new customers and
retaining current customers. The Company has conducted telemarketing services
for such companies as Providian and Union Fidelity.


SALES AND MARKETING

         ACI's marketing strategy emphasizes customized marketing solutions
tailored to meet the individual client's

<PAGE>

needs. The Company currently has three sales directors. The Company attracts
clients through its sales force by (i) encouraging referrals from existing
clients who are satisfied with the Company's quality service, (ii) attending
trade shows, (iii) advertising in trade publications, and (iv) direct
prospecting by our sales force.

PRINCIPAL CUSTOMERS

         In 1997, the Company's three largest clients and the percentage of 1997
revenues attributable to such clients were CIDCO Inc., a marketer of caller ID
systems (60.8%), Cy DeCosse Incorporated, a publisher of book continuity
programs (6.8%) and Cahners Publishing Company, a publisher of trade
publications (6.5% ).

COMPETITION

         The telemarketing industry is highly competitive, but also continues to
be highly fragmented. The Company competes with both in-house telemarketing
organizations as well as other independent out-source telemarketing operations.
In-house telemarketing organizations provide a variety of services to their
organizations and comprise the majority of the telemarketing industry.
Independent telemarketing organizations range from numerous small,
single-facility operations to large, multi-facility operations such as MATRIXX
Marketing Inc., SITEL Corporation, APAC Teleservices Inc., ITI Marketing
Services, Inc., and West Telemarketing Corporation. The Company also competes
with other forms of marketing such as direct mail, television and radio. The
Company believes that the primary competitive factors in the telephone-based
marketing industry are reputation for quality service, marketing results,
technological expertise, price, and the ability to design customized marketing
programs which address the needs of clients. The Company believes that most of
its competitors are, like ACI, highly dependent on a small number of clients for
a large percentage of their business.

GOVERNMENT REGULATION

         The telemarketing industry is subject to a significant amount of
federal and state regulation. The federal Telephone Consumer Protection Act of
1991 (the "TCPA") prohibits telemarketers from using automated telephone dialing
equipment to call certain types of telephone numbers such as hospital emergency
room telephone numbers. In addition, the TCPA prohibits the initiation of
telephone calls to any residential telephone line using an artificial or
prerecorded voice to deliver a message without the prior consent of the called
party. The federal Telemarketing and Consumer Fraud and Abuse Prevention Act of
1994 (the "TCFAPA") broadly authorizes the Federal Trade Commission (the "FTC")
to issue regulations prohibiting misrepresentation in telemarketing sales. In
August 1995, the FTC issued regulations under the TCFAPA which, among other
things, prohibit initiating an outbound telephone call to a person that has
stated that he or she does not wish to receive an outbound call on behalf of the
seller whose goods or services are being offered, prohibit calls at any time
other than between 8:00 a.m. and 9:00 p.m. local time, require a telemarketer to
make certain disclosures to the person receiving the call, and prohibit
misrepresentations regarding the cost, terms, restrictions, or performance of
products or services offered by phone. To the best of the Company's knowledge,
its telemarketing procedures comply with all state and federal rules.

         A number of states have enacted or are considering legislation to
regulate telemarketing. For example, telephone sales in certain states cannot be
final unless a written contract is delivered to and signed by the buyer and may
be cancelled within three business days. At least one state provides that
telemarketers may not require payment by credit card, and several other states
impose license or bond requirements upon telemarketers. From time to time bills
are introduced in the U.S. Congress or state legislatures which could further
regulate certain aspects of the telemarketing business. The Company cannot
predict whether any such proposed legislation will become law or what effect
such laws would have on the business of the Company.

         Several of the industries served by the Company are subject to varying
degrees of government regulation, particularly the financial services industry.
Clients in these industries are obligated to provide the Company with scripts
for the Company's telemarketers which comply with applicable industry
regulations. Although compliance with these regulations is generally the
responsibility of the Company's clients, the Company could be subject to a
variety of enforcement or private actions for its failure or the failure of its
clients to comply with such regulations as the same relate to telemarketing
operations. In addition, the Company is required to employ licensed insurance
agents to make


<PAGE>

sales of insurance products in the states where such employees are licensed, and
the Company is required to be licensed as an insurance agency in certain states.

PERSONNEL

         The Company had approximately 689 full and part time employees as of
December 31, 1997. None of the Company's employees are subject to a collective
bargaining agreement and the Company believes its relationship with its
employees is good.


ITEM 2.           DESCRIPTION OF PROPERTY

FACILITIES

         The Company's corporate headquarters is located in Minneapolis,
Minnesota in a leased facility consisting of approximately 12,000 square feet of
office space. The lease expires on July 31, 2000.

         The Company also leases eight call center facilities in the Midwest.
Information related to those call centers is as follows:

                 YEAR OPENED/                                      NUMBER OF
OUTBOUND          ACQUIRED             TERM          EXPIRES      WORKSTATIONS
--------          ---------            ----          -------      ------------

Twin Valley, MN      1993              5 yr            8/98           40

Valley City, ND      1995              5 yr            6/00           48

Devils Lake, ND      1996              5 yr            4/01           60

Redfield, SD         1997              5 yr            8/01           48

Pierre, SD           1997              5 yr            4/02           40

Chadron, NE          1997             10 yr            7/07           60

Merrillville         1997          Month to Month      -----          65

Total Outbound                                                       361
                                                                     ---

INBOUND

Lombard, IL          1997              5 yr            9/98           27

Total workstations at December 31, 1997                              388
                                                                     ===


ITEM 3.           LEGAL PROCEEDINGS

         The Company is not a party to, nor is its property the subject of, any
material pending legal proceeding.



<PAGE>


ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         There were no matters submitted to a vote of the shareholders of the
Company during the fourth quarter of 1997.


EXECUTIVE OFFICERS OF THE COMPANY

         The name and ages of all of the Company's executive officers and the
positions held by them are listed below.

    Name                Age    Position
    ----                ---    --------

Rick N. Diamond         35     Chairman of the Board, Chief Executive Officer,
                               Secretary, and Diretor

Gary B. Cohen           36     President and Director

Steven A. Kahn          48     Vice President and Chief Financial Officer

Dana A. Olson           36     Vice President - Operations

Lois J. Dirksen         42     Vice President - Sales

Robert Shelton, Jr.     30     Vice President - Information Systems



         RICK N. DIAMOND is co-founder of the Company and has served as the
Chief Executive Officer and a director of the Company since its inception in
1987. Mr. Diamond holds a B.A. degree from the University of Wisconsin and J.D.
degree from Washington University in St. Louis, Missouri. Prior to and since
founding the Company, he has been active in community and business affairs.

         GARY B. COHEN is co-founder of the Company and has served as the
Company's President and as a director since its inception in 1987. Mr. Cohen
holds a B.S. degree from the University of Minnesota. Prior to and since
founding the Company, he has been active in community and business affairs.

         STEVEN A. KAHN joined the Company as Vice President and Chief Financial
Officer in July 1996. Mr. Kahn was Vice President and Chief Financial Officer of
Shuffle Master, Inc., a supplier to the gaming industry, from September 1995 to
June 1996. Prior to Shuffle Master, Inc., Mr. Kahn was Vice President and
Controller of ConAgra Trading Companies in Minneapolis, Minnesota. He holds a
B.S. degree in business administration from Northeastern University in Boston,
Massachusetts and is a Certified Public Accountant.

         DANA A. OLSON joined ACI in September 1990, serving as shift manager
before becoming Operations Manager in April 1991 and Vice President of
Operations in March 1994. Mr. Olson attended Mankato State University, majoring
in Business Administration.

         LOIS J. DIRKSEN joined ACI as a Vice President in May 1995 and became
Vice President of Sales in August 1996. Prior to joining the Company, Ms.
Dirksen was Vice President of Sales for Rezound International, a publisher of
audio books, from April 1994 to May 1995 and Director of Direct Response for
Minnesota Mutual from March 1990 to April 1994. Ms. Dirksen holds a B.S. degree
in Political Science from Arizona State University.

         ROBERT SHELTON, JR. joined ACI as Director of Information Systems in
May 1996 and became Vice President of Information Services in January 1997.
Prior to joining the company Mr. Shelton was Director of Information Services
for Einhorn Yaffee Prescott, an architectural and engineering company. Mr.
Shelton holds an Associates in Arts Degree from Prince George's Community
College.

<PAGE>

                                     PART II




ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's Common Stock has been traded on the Nasdaq SmallCap
Market under the symbol ACIT since October 21, 1996. Prior to that date, the
Company's Common Stock was not publicly traded. The following table sets forth
the high and low bid prices, as reported by either the Nasdaq SmallCap Market or
the National Quotation Bureau Incorporated of Jersey City, New Jersey or Metro
Data Company of Minneapolis, Minnesota. The bid quotations represent interdealer
prices and do not include retail mark-ups, mark-downs or commissions and may not
necessarily represent actual transactions.

Fiscal Year Ended
December 31, 1996                            Low                       High
-----------------                            ---                       ----
Fourth Quarter                              $5.00                     $6.125

Fiscal Year Ended
December 31, 1997                            Low                       High
-----------------                            ---                       ----
First Quarter                                5.50                      6.50
Second Quarter                               5.75                      6.50
Third Quarter                                5.00                      6.00
Fourth Quarter                               3.00                      5.38


         On February 28, 1998, the fair market value of the Company's Common
Stock was $15,716,000 based on the average of the closing bid and asked prices
on at that date. As of December 31, 1997, the Company had approximately 88
shareholders of record.

         The Company has not paid cash dividends on its Common Stock since its
initial public offering of stock. The Board of Directors presently intends to
retain earnings for use in the Company's business and does not anticipate paying
cash dividends on Common Stock in the foreseeable future. Any future
determinations as to the payment of dividends will depend on the financial
condition of the Company and such other factors as are deemed relevant by the
Board of Directors.

         The effective date of the Company's Registration Statement, Commission
file number 3-33053-70, was October 21, 1996. On January 1, 1997, the Company
had a balance of $4,400,000 remaining from this offering invested in short term
securities. During 1997, the Company used: (i) $1,430,000 to acquire all of the
outstanding stock of Encyclopaedia Britannica Communications Incorporated and
$500,000 to secure certain contingent payments related to this acquisition; (ii)
$730,000 in operating activities; and (iii) $1,626,000 to acquire certain
property and equipment.




ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         The information required by Item 6 is incorporated herein by reference
to the Section labeled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" which appears in the Registrant's 1997
Annual Report to Shareholders.




ITEM 7.  FINANCIAL STATEMENTS

         The information required by Item 7 is incorporated herein by reference
to the Consolidated Financial Statements, Notes thereto and Independent
Auditor's Report thereon which appears in the Registrant's 1997 Annual Report to
Shareholders.




ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.

<PAGE>

                                    PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         The information required by Item 9 regarding the Company's executive
officers is set forth in Part I of this report. The information required by
Item 9 concerning the directors of the Company is incorporated by reference from
the Company's definitive proxy statement for its 1998 Annual Meeting of
Shareholders under the caption "Election of Directors." The Company's proxy
statement will be filed pursuant to Rule 14a within 120 days after the close of
the fiscal year for which this report is filed.

         The information required by Item 9 relating to compliance with Section
16(a) of the Exchange Act is incorporated herein by reference from the Company's
definitive proxy statement for its 1998 Annual Meeting of Shareholders under the
caption "Compliance with Section 16(a)of the Exchange Act". The Company's proxy
statement will be filed pursuant to Rule 14a within 120 days after the close of
the fiscal year for which this report is filed.




ITEM 10.          EXECUTIVE COMPENSATION

         The information required by Item 10 is incorporated herein by reference
to the section labeled "Executive Compensation" which appears in the
Registrant's definitive Proxy Statement for its 1998 Annual Meeting of
Shareholders. The Company's proxy statement will be filed pursuant to Rule 14a
within 120 days after the close of the fiscal year for which this report is
filed.




ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND  MANAGEMENT

         The information required by Item 11 is incorporated herein by reference
to the section labeled "Principal Shareholders and Management Shareholdings"
which appears in the Registrant's definitive Proxy Statement for its 1998 Annual
Meeting of Shareholders. The Company's proxy statement will be filed pursuant to
Rule 14a within 120 days after the close of the fiscal year for which this
report is filed.




ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by Item 12 is incorporated by reference to the
section labeled "Certain Transactions" which appears in the Registrant's
definitive Proxy Statement for its 1998 Annual Meeting of Shareholders. The
Company's proxy statement will be filed pursuant to Rule 14a within 120 days
after the close of the fiscal year for which this report is filed.




ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits. Exhibits are numbered in accordance with Item 601 of Regulation
S-B. See "Exhibit Index" immediately following the signature page of this Form
10-KSB.

(b) Reports on Form 8-K. On August 1, 1997, the Company acquired all of the
outstanding common stock of Encyclopaedia Britannica Communications Corporation
as more fully described in Form 8-K which was filed August 12, 1997 and Form
8-KA which was filed October 14, 1997.


<PAGE>



                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                  ACI TELECENTRICS, INC.

Dated:  March 30, 1998            By:  /s/ RICK N. DIAMOND
                                       -------------------
                                       Rick N. Diamond, Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act 1934, this
Report has been signed by the following persons on behalf of the Company, in the
capacities, and on the dates, indicated.

                                POWER OF ATTORNEY
                                -----------------

         Each person whose signature appears below constitutes and appoints RICK
N. DIAMOND and GARY B. COHEN as true and lawful attorneys-in-fact and agents,
each acting alone, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments to this Annual Report on Form 10-KSB and to file the same, with all
exhibits thereto, and other documents in connection thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

<TABLE>
<CAPTION>


SIGNATURE AND TITLE                                                                  DATE
-------------------                                                                  ----

<S>                                                                             <C>
/s/ RICK N. DIAMOND                                                             March 30, 1998
-----------------------------------------------
Rick N. Diamond, Chief Executive Officer
and Director      (principal executive officer)

/s/ GARY B. COHEN                                                               March 30, 1998
-----------------------------------------------
Gary B. Cohen, President and Director

/s/ STEVEN A. KAHN                                                              March 30, 1998
-----------------------------------------------
Steven A. Kahn, Vice President and Chief Financial Officer
(principal financial and accounting officer)

/s/ DOUGLAS W. FRANCHOT                                                         March 30, 1998
-----------------------------------------------
Douglas W. Franchot, Director

/s/ PHILLIP T. LEVIN                                                            March 30, 1998
-----------------------------------------------
Phillip T. Levin, Director

/s/ SEYMOUR LEVY                                                                March 30, 1998
-----------------------------------------------
Seymour Levy, Director

/s/ JAMES W. LUPIENT                                                            March 30, 1998
-----------------------------------------------
James W. Lupient, Director

/s/ THOMAS F. MADISON                                                           March 30, 1998
-----------------------------------------------
Thomas F. Madison, Director

</TABLE>


<PAGE>



                         ACI TELECENTRICS, INCORPORATED

                          EXHIBIT INDEX TO FORM 10-KSB


 Exhibit
 Number        Description
 ------        -----------

   3.1         Restated Articles of Incorporation (Incorporated by reference to
               Exhibit 3.1 to Registration Statement on Form SB-2, SEC File No.
               333-05370)

   3.2         Restated Bylaws (Incorporated by reference to Exhibit 3.2 to
               Registration Statement on Form SB-2, SEC File No. 333-05370)

   4.1         Form of Stock Certificate (Incorporated by reference to Exhibit
               4.1 to Registration Statement on Form SB-2, SEC File No.
               333-05370)

   4.2         Articles of Incorporation (filed as Exhibit 3.1)

   4.3         Bylaws (filed as Exhibit 3.2)

  10.1         1996 Stock Option Plan (Incorporated by reference to Exhibit 10.1
               to Registration Statement on Form SB-2, SEC File No. 333-05370)**

  10.2         1996 Employee Stock Purchase Plan (Incorporated by reference to
               Exhibit 10.2 to Registration Statement on Form SB-2, SEC File No.
               333-05370)**

  10.3         Employment Agreement with Rick N. Diamond, dated June 30, 1996
               (Incorporated by reference to Exhibit 10.3 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)**

  10.4         Employment Agreement with Gary B. Cohen, dated June 30, 1996
               (Incorporated by reference to Exhibit 10.4 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)**

  10.5         Buy/Sell Agreement by and among Automated Communications,
               Incorporated, Rick N. Diamond and Gary B. Cohen, dated June 30,
               1996 (Incorporated by reference to Exhibit 10.5 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)**

  10.6         Promissory Note by Automated Communications, Incorporated in
               favor of Riverside Bank, dated June 5, 1996 (including documents
               related thereto) (Incorporated by reference to Exhibit 10.6 to
               Registration Statement on Form SB-2, SEC File No. 333-05370)

  10.7         Installment Note by Twin Valley Communications, Incorporated in
               favor of Northwest Minnesota Initiative Fund, dated June 15, 1994
               (including documents related thereto) (Incorporated by reference
               to Exhibit 10.7 to Registration Statement on Form SB-2, SEC File
               No. 333-05370)

  10.8         Promissory Note by Twin Valley Communications, Incorporated in
               favor of City of Twin Valley, dated June 15, 1994 (including
               documents related thereto) (Incorporated by reference to Exhibit
               10.8 to Registration Statement on Form SB-2, SEC File No.
               333-05370)
-------------------

*        Filed herewith

**       Indicates a management contract or compensatory plan or arrangement
         required to be filed as an exhibit to this Form 10-KSB

<PAGE>

 Exhibit
 Number        Description
 ------        -----------

  10.9         Promissory Note by Automated Communications, Incorporated in
               favor of Riverside Bank, dated November 16, 1995 (including
               documents related thereto) (Incorporated by reference to Exhibit
               10.9 to Registration Statement on Form SB-2, SEC File No.
               333-05370)

  10.10        Note by Automated Communications, Incorporated in favor of Twin
               Valley State Bank, dated September 13, 1993 (including documents
               related thereto) (Incorporated by reference to Exhibit 10.10 to
               Registration Statement on Form SB-2, SEC File No. 333-05370)

  10.11        Loan Commitment Agreement by and between Twin Valley
               Communications, Incorporated and Northwest Regional Development
               Commission, dated June 15, 1994 (including documents related
               thereto) (Incorporated by reference to Exhibit 10.11 to
               Registration Statement on Form SB-2, SEC File No. 333-05370)

  10.12        Lease Agreement by and between ACKY-3100 Lake Limited Partnership
               and Automated Communications, Incorporated, dated June 13, 1995
               (Incorporated by reference to Exhibit 10.12 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)

  10.13        Sublease by and between Valley City-Barnes County Development
               Corporation and Valley City Communications, Incorporated, dated
               April 24, 1995 (Incorporated by reference to Exhibit 10.13 to
               Registration Statement on Form SB-2, SEC File No. 333-05370)

  10.14        Sublease by and between Forward Devils Lake Corporation and
               Devils Lake Communications, Incorporated, dated January 2, 1996
               (Incorporated by reference to Exhibit 10.14 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)

  10.15        Lease by and between Twin Valley-Ulen Telephone Company, Inc. and
               Twin Valley Communications, Incorporated, dated September 1, 1993
               (Incorporated by reference to Exhibit 10.15 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)

  10.16        Agreement of Lease by and among EIS Leasing Corp., Automated
               Communications, Incorporated and Devils Lake Communications,
               Incorporated, dated March 22, 1996 (including documents related
               thereto) (Incorporated by reference to Exhibit 10.16 to
               Registration Statement on Form SB-2, SEC File No. 333-05370)

  10.17        Agreement of Lease by and among EIS Leasing Corp., Automated
               Communications, Incorporated and Valley City Communications,
               Incorporated, dated June 5, 1995 (including documents related
               thereto) (Incorporated by reference to Exhibit 10.17 to
               Registration Statement on Form SB-2, SEC File No. 333-05370)

  10.18        Agreement of Lease by and between EIS Leasing Corp. and Automated
               Communications, Incorporated, dated December 28, 1994 (including
               documents related thereto) (Incorporated by reference to Exhibit
               10.18 to Registration Statement on Form SB-2, SEC File No.
               333-05370)

  10.19        Rental Agreement by and between Electronic Information Systems,
               Inc. and Automated Communications, Incorporated, dated December
               16, 1993 (including documents related thereto) (Incorporated by
               reference to Exhibit 10.19 to Registration Statement on Form
               SB-2, SEC File No. 333-05370)
-------------------

*        Filed herewith

**       Indicates a management contract or compensatory plan or arrangement
         required to be filed as an exhibit to this Form 10-KSB

<PAGE>

 Exhibit
 Number        Description
 ------        -----------

  10.20        Agreement of Lease by and between EIS Leasing Corp. and Automated
               Communications, Incorporated, dated December 15, 1993 (including
               documents related thereto) (Incorporated by reference to Exhibit
               10.20 to Registration Statement on Form SB-2, SEC File No.
               333-05370)

  10.21        Amended and Restated Equipment Lease (with Purchase Option) by
               and between Valley City-Barnes County Development Corporation and
               Valley City Communications, Incorporated, dated June 15, 1995

  10.22        Vehicle Lease Agreement by and between Lupient Leasing and
               Automated Communications, Incorporated, dated December 15, 1995
               (Incorporated by reference to Exhibit 10.22 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)**

  10.23        Lease Agreement by and between Automated Communications,
               Incorporated and NTFC Capital Corporation, dated August 7, 1995
               (Incorporated by reference to Exhibit 10.23 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)

  10.24        Equipment Lease by and between Forward Devils Lake Corporation
               and Devils Lake Communications, Incorporated, dated May 1, 1996
               (Incorporated by reference to Exhibit 10.24 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)

  10.25        Lease Agreement by and between Sanwa Leasing Corporation and
               Automated Communications, Incorporated, dated July 20, 1995
               (Incorporated by reference to Exhibit 10.25 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)

  10.26        Promissory Note by ACI Telecentrics, Incorporated in favor of
               Riverside Bank dated September 30, 1996 (including documents
               related thereto) (Incorporated by reference to Exhibit 10.26 to
               Registration Statement on Form SB-2, SEC File No. 333-05370)

  10.27        Agreement for telemarketing services with Cy DeCosse, Inc.
               (Incorporated by reference to Exhibit 10.27 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)

  10.28        Agreement for telemarketing services with CIDCO, Inc.
               (Incorporated by reference to Exhibit 10.28 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)

  10.29        Lease Agreement by and between Redfield Industrial Development
               Corporation and ACI Telecentrics, Incorporated, dated November
               26, 1996

  10.30        Stock Purchase Agreement dated August 1, 1997, by and among ACI
               Telecentrics Incorporated and Encyclopaedia Britannica, Inc.
               (Incorporated by reference to Exhibit 2.1 to Form 8-K, SEC File
               No. 000-21557)

  10.31*       Lease Agreement by and between Kay Barth and ACI Telecentrics,
               Incorporated dated April 13, 1997.

  10.32*       Lease Agreement by and between C. H. Young, Trustee, and Mary M.
               Young, Trustee and ACI Telecentrics dated September 5, l997.

  10.33*       Lease Agreement by and between Wilkinson Development, Inc. and
               ACI Telecentrics, Incorporated dated September 9, 1997.

  10.34*       Memorandum of Understanding for Project #97-ED-008 between the
               Nebraska Department of Economic Development, the City of Chadron
               Nebraska, Dawes County Nebraska and ACI Telecentrics,
               Incorporated.
-------------------

*        Filed herewith

**       Indicates a management contract or compensatory plan or arrangement
         required to be filed as an exhibit to this Form 10-KSB

<PAGE>

 Exhibit
 Number        Description
 ------        -----------

  10.35*       Memorandum of Understanding for Project # 97-ED-014 between
               Nebraska Department of Economic Development, the City of Ogallala
               Nebraska and ACI Telecentrics, Incorporated.

  10.36*       Memorandum of Understanding for project # 97-ED-015 between
               Nebraska Department of Economic Development, the City of
               Valentine Nebraska and ACI Telecentrics, Incorporated.

  10.37*       Lease Agreement by and between Pierre Economic Development
               Corporation and ACI Telecentrics, Incorporated originally dated
               May 5, 1997 and amended March 4, 1998.

  13.1*        1997 Annual Report to Shareholders.

  23.1*        Consent of Deloitte & Touche LLP, independent public accountants

  24*          Power of Attorney (included on signature page of this Report)

  27*          Financial Data Schedule
-------------------

*        Filed herewith

**       Indicates a management contract or compensatory plan or arrangement
         required to be filed as an exhibit to this Form 10-KSB