<PAGE>

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                                 FORM 10-K

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

                For the Fiscal Year Ended December 31, 1998

                                    OR

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

      For the transition period from                to                 
                                     --------------    ---------------
      Commission File No. 0-10516
                          -------

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

                        Aliant Communications Inc.
           (Exact name of registrant as specified in its charter)

                    Nebraska                     47-0632436
          (State or other jurisdiction of     (I.R.S. Employer
           incorporation or organization)     Identification No.)

            1440 M Street, Lincoln, Nebraska               68508
        (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code:  402-436-3737

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

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, 
($.25 par value)

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.
                       Yes    X        No        
                            -----          -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K 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-K or any 
amendment to this Form 10-K. [ X ]

The aggregate market value of the Registrant's voting stock held by non-
affiliates, based on the closing price of such stock as of February 26, 
1999, was $1,421,180,768.

<PAGE>

                Number of shares of common stock outstanding
                                     on
                      February 26, 1999 -- 35,640,897

The Registrant's Annual Report to Shareholders for the calendar year 1998 
is incorporated by reference in Parts I, II, III, and IV of this Form 10-K 
to the extent stated herein.  The Registrant's definitive Proxy Statement 
for the Annual Meeting of Shareholders to be held on April 27, 1999, is 
incorporated by reference in Parts III & IV of this Form 10-K to the extent 
stated herein.

<PAGE>

                        ALIANT COMMUNICATIONS INC.

                                 FORM 10-K

          ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
                   FOR THE YEAR ENDED DECEMBER 31, 1998


                             TABLE OF CONTENTS

Item                                                                  Page
----                                                                  ----
                                  PART I
                                Description

 1.  Business                                                           *
 2.  Properties                                                         *
 3.  Legal Proceedings                                                  *
 4.  Submission of Matters to a Vote of Security Holders                *
 4a. Executive Officers of the Registrant                               *

                                  PART II
                                Description

 5.  Market for Registrant's Common Equity and Related Stockholder
      Matters                                                           *
 6.  Selected Financial Data                                            *
 7.  Management's Discussion and Analysis of Financial Condition and
      Results of Operations                                             *
 8.  Financial Statements and Supplementary Data                        *
 9.  Changes in and Disagreements with Accountants on Accounting and 
      Financial Disclosure                                              *    

                                  PART III
                                Description

10.  Directors and Executive Officers of the Registrant                 *
11.  Executive Compensation                                             *
12.  Security Ownership of Certain Beneficial Owners and Management     *
13.  Certain Relationships and Related Transactions                     *

                                  PART IV
                                Description

14.  Exhibits, Financial Statement Schedules, and Reports on
      Form 8-K                                                          *


<PAGE>

                                  PART I

Item 1.   Business

GENERAL

Aliant Communications Inc. (the Company) is a holding company with 
subsidiaries operating primarily in the communications industry.  The 
Company's wholly-owned and controlled subsidiaries include Aliant 
Communications Co. (Telco); Prairie Communications, Inc. (Prairie); Aliant 
Cellular Inc. (Cellular); Aliant Systems Inc. (Systems); Aliant Midwest 
Inc. (Midwest); Aliant Network Services Inc. (Network); and Aliant Wireless 
Holdings Inc. (Wireless Holdings).  Effective January 1, 1999, the Company 
owns 100% of the Omaha Cellular Limited Partnership (OCLP).

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This document may contain "forward-looking" statements, as defined in the 
Private Securities Litigation Reform Act of 1995.  All statements, other 
than historical facts, that address activities, events, or developments 
that the Company expects or anticipates will or may occur in the future, 
including such things as expansion and growth of the Company's business, 
acquisitions, capital expenditures and the Company's business strategy are 
forward-looking statements.  These statements contain potential risks and 
uncertainties; therefore, actual results may differ materially.  The 
Company undertakes no obligation to update publicly any forward-looking 
statements whether as a result of new information, future events or 
otherwise.

Important assumptions and other important factors that could cause actual 
results to differ from those set forth in the forward-looking information 
include, but are not limited to: changes in the national and local economic 
and market conditions; demographic changes; the size and growth of the 
overall telecommunications market; changes in competition in markets in 
which the Company operates; advances in telecommunications technology; 
changes in the telecommunications regulatory environment; the need for 
regulatory approval to make acquisitions or undertake certain other 
activities, including rate re-balancing; changes in business strategy or 
development plans; pending and future litigation; availability of future 
financing; start-up of Personal Communications Services operations; new 
product and service development and introductions; changes in consumer 
preferences; and unanticipated changes in growth in cellular customers, 
penetration rates, churn rates and the mix of products and services offered 
in the Company's markets.

ACQUISITION AND INVESTMENT

Effective February 27, 1998, the Company completed the acquisition of 360  
Communications Company of Nebraska's interest in Omaha Cellular General 
Partnership (OCGP).  This acquisition doubled the Company's ownership in 
OCLP to 55.82%.  The purchase price was approximately $15 million plus the 
retirement of debt, and the transaction was accounted for as a purchase.  
Beginning March 1, 1998, OCLP's operating revenues and expenses were  
consolidated with those of the Company's other activities.  OCLP, doing 

                                    -1-
<PAGE>

business as Aliant Cellular-Omaha, provides cellular communication services 
in the Omaha Metropolitan Statistical Area (MSA).  

On April 28, 1998, OCGP purchased an additional 25.93% of OCLP from several 
limited partners for approximately $24.4 million, bringing the Company's 
ownership of OCLP to 81.75%.  This transaction was also accounted for as a 
purchase.  The excess of the purchase price over the fair value of the net 
acquired identifiable assets of approximately $9.5 million has been 
recorded as goodwill. 

On February 5, 1999, OCLP completed the purchase of the remaining 18.25% 
ownership interest of OCLP for approximately $15 million, thereby 
increasing the Company's ownership of OCLP to 100% effective as of January 
1, 1999.  This transaction was also accounted for as a purchase. 

LONG-TERM DEBT STRUCTURE

On February 23, 1998, the Company filed a $250.0 million debt shelf 
registration statement with the Securities and Exchange Commission.  This 
allows the Company to offer and sell, from time to time, debentures, notes, 
and other unsecured evidences of indebtedness at an aggregate initial 
offering price not to exceed $250.0 million.  Under that shelf 
registration, the Company sold $100.0 million of senior unsecured 6.75% 
notes (the Notes) in a public debt offering.  The Notes are dated April 1, 
1998 and mature on April 1, 2028. 

The Company also has an $18.0 million variable rate five-year amortizing 
term loan.  An amortizing interest rate swap agreement, with a notional 
amount of $18.0 million, effectively converted its variable interest rate 
exposure to a fixed rate of 6.37%.  At December 31, 1998, the current 
interest rate payable to the Company was 5.52% under the swap agreement.  
The swap agreement expires at the time the loan matures on July 6, 2000.  
The term loan contains various restrictions, including those relating to 
payment of dividends by the Company.  Quarterly dividends are limited to 
$15.0 million plus 65.0% of consolidated net income for each respective 
quarter.  In management's opinion, the Company has complied with all 
requirements of the Notes and term loan covenants.

The Company maintains two revolving credit agreements providing for 
unrestricted and unsecured borrowings aggregating up to $75.0 million, both 
of which are scheduled to expire, unless renewed or extended, on July 1, 
1999.  Borrowings bear interest computed on a LIBOR-based pricing formula 
(5.89% and 5.79% at December 31, 1998).  The Company had $36.0 million of 
unused borrowings under these agreements at December 31, 1998.

MERGER

On December 18, 1998, the Company and ALLTEL Corporation entered into a 
definitive merger agreement.  Under terms of the agreement, each share of 
Aliant stock will be exchanged for $39.13 worth of ALLTEL common stock, 
subject to certain adjustments depending on the average price of ALLTEL's 
stock during ten randomly selected days over a 20-day period prior to 
closing.  If ALLTEL's stock price is $52.17 or less, each share of Aliant 
will be exchanged for 0.75 of a share of ALLTEL.  If ALLTEL's stock price 
is $58.40 or more, the exchange ratio will be 0.67 per share.  The 
transaction will be accounted for as a pooling of interests.  Subject to 

                                    -2-
<PAGE>

approval by Aliant stockholders and regulatory agencies, the merger is 
expected to close by mid-1999.

EMPLOYEES

The Company had 1,687 employees at the end of 1998.  As of December 1998, 
approximately 59% of Telco's employees and 23% of Systems' employees 
(constituting 42% of the Company's overall employees) were represented by 
the Communications Workers of America (CWA), which is affiliated with the 
AFL-CIO.  A three-year labor contract with the CWA was signed in October 
1998 affecting Telco bargaining unit employees.  Key elements of the Telco 
agreement include:  (1) an 11.5 percent wage increase spread over the next 
three years with annual increases of 4 percent the first two years and 3.5 
percent the final year; (2) increased pension benefits for employees 
retiring after January 1, 1999; and (3) a Company match to bargaining unit 
employees who contribute to the 401(k) Savings Plan. A four-year contract 
with the CWA was also signed in May 1998 affecting Systems bargaining unit 
employees.  The Systems agreement included a 15 percent wage increase 
spread over the next four years with annual increases of 4.5 percent the 
first two years and 3 percent the final two years.

INDUSTRY SEGMENTS

Financial information about industry segments is included in the Company's 
1998 Annual Report to Stockholders, which is incorporated herein by 
reference.

                            LANDLINE OPERATIONS

LOCAL NETWORK SERVICE

General

Telco provides local exchange and intraLATA interexchange services to 
approximately 205,000 customers in the contiguous geographical area 
consisting of the southeastern 22 counties of Nebraska, having in service 
283,089 landline customer access lines as of December 31, 1998.  There are 
a total of 137 exchanges and 146 central offices in the service area of 
Telco.  Telco's fully digital local exchange network supports SS7 
technology and includes over 1,400 miles of fiber optic cable, much of it 
in a ring configuration.  Enhanced services include Voice Mail, Custom 
Calling, Centrex, and Integrated Services Digital Network (ISDN).  Telco 
had 192,017 residential and 91,072 business lines in service at December 
31, 1998, compared with 188,312 residential and 84,696 business lines in 
service at December 31, 1997 (excluding Company access lines in service).

Midwest, the Company's Competitive Local Exchange Carrier (CLEC), began 
offering facilities-based service outside the Company's traditional 
southeast Nebraska service area in June 1997.  Midwest began offering 
service in Omaha, Nebraska in 1997, and in Grand Island, Nebraska in 1998. 
 Midwest intends to enter other markets in Nebraska.

                                    -3-
<PAGE>

Competition and Regulatory Environment

See Competition and Regulatory Environment section of Management's 
Discussion and Analysis in the Company's 1998 Annual Report to 
Stockholders, which is incorporated herein by reference.

ACCESS AND WHOLESALE SERVICE

General

Telco provides access services by connecting the communications networks of 
interexchange and cellular carriers with the equipment and facilities of 
end users by use of its public switch networks or through private lines.  
Access minutes reached a total of 1,087.0 million minutes in 1998, an 
increase of 62.2 million minutes from the 1997 total of 1,024.8 million 
minutes.  Network owns and operates fiber optic transmission facilities 
being constructed within and outside Telco's traditional service area.  
Capacity on the network is leased to long distance and wireless carriers.

Competition and Regulatory Environment

See Competition and Regulatory Environment section of Management's 
Discussion and Analysis in the Company's 1998 Annual Report to 
Stockholders, which is incorporated herein by reference.

LONG DISTANCE SERVICE

General

The Company, through Systems, is a reseller of long distance services, both 
within and beyond Telco's traditional service area.  Long distance revenues 
are received primarily from message toll, private line services, and 
operator services.  During 1998, Systems had 160.1 million minutes of long 
distance traffic, an increase of 22.2 million minutes from 137.9 million 
minutes of long distance traffic in 1997.  Midwest also provides long 
distance services.

Competition and Regulatory Environment

The Company has a variety of calling programs for both residential and 
business customers, and it is involved in an ongoing effort to gain market 
share from larger business and residential long distance users.

OTHER WIRELINE COMMUNICATIONS SERVICE

General

Other wireline communications include directory advertising and sales, 
carrier billing and collections, data communications revenues, public 
paystations, and miscellaneous items.  Data communications revenues include 
Navix, the Company's Internet access service, which continues to experience 
strong growth.

                                    -4-
<PAGE>

                            WIRELESS OPERATIONS

GENERAL

The Company owns and manages cellular markets providing service in the 
Omaha MSA, the Lincoln MSA, and 89 of the other 90 counties in Nebraska 
(Nebraska RSAs).  These markets contain approximately 634,000, 231,000, and 
848,000 POPs (potential customers), respectively.

As of December 31, 1998, there were 302,740 customer lines in service in 
these three markets, compared to 263,411 in 1997.  Penetration rates 
(subscribers compared to POPs) achieved were 24.8% in Lincoln, 18.0% in the 
rural areas of Nebraska, and 14.6% in Omaha.

In addition, the Company at September 30, 1998, had a 20.3% interest in, 
and manages, cellular operations in Iowa Rural Service Area 1 (RSA 1), 
which is contiguous to Omaha and to the Company's telephone operating area 
in Nebraska.  Part of this ownership was held by OCLP, and that part was 
sold during the fourth quarter of 1998 to the other Iowa RSA 1 partners as 
a result of first rights of refusal relating to the Company's purchase of 
OCGP in February 1998.  After such sale the Company held a 9.2% interest in 
RSA 1.

The licensing, ownership, construction, operation, and sale of controlling 
interests in cellular telephone systems are subject to regulation by the 
FCC.  The FCC license for the Company's Lincoln MSA expired in October 
1996, and it was subsequently renewed by the FCC for an additional 10 years 
on November 29, 1996.  The Omaha MSA license expires May 2005, while FCC 
licenses for the Company's Iowa RSA and Nebraska RSA cellular operations 
expire between November 1999 and August 2000.  All renewal applications for 
these licenses must be received by the FCC not later than 30 and not more 
than 60 days in advance of their respective expiration dates and must be 
approved by the FCC.  It is possible that there may be competition for 
these FCC licenses upon expiration, and any such competitors may apply for 
such licenses within the same time frame as the Company.  However, 
incumbent cellular providers generally retain their FCC licenses upon a 
demonstration of substantial compliance with FCC regulations and 
substantial service to the public. Although the Company has no reason to 
believe that the FCC renewal applications will not be granted by the FCC, 
no assurance can be given.

Due to changes in technology, customer growth and usage demand, Cellular 
entered into a contract with Motorola in 1997 to replace the existing 
analog cellular equipment in the Lincoln and Omaha MSAs with digital 
equipment requiring a $22,000,000 cash outlay.  The new digital switching 
platforms increased network capacity and made additional services, such as 
Caller ID, available to customers.  The network was upgraded in two phases. 
In early spring 1998, Narrowband Advanced Mobile Phone Service (NAMPS) was 
in place, which nearly doubled the capacity on the network. In early 1999, 
Code Division Multiple Access (CDMA) was deployed which will further 
improve capacity, coverage and voice quality.

                                    -5-
<PAGE>

COMPETITION

See Competition and Regulatory Environment section of Management's 
Discussion and Analysis in the Company's 1998 Annual Report to 
Stockholders, which is incorporated herein by reference.

Item 2.   Properties

Telco's telephone system consists of digital switching and transmission 
equipment, cellular radio facilities, fiber optic systems, and distribution 
plant, operating through 137 communities within the State of Nebraska.  
Among the larger exchanges served are Lincoln, Hastings, Beatrice, York, 
Nebraska City, Plattsmouth, and Seward.

Telco owns the equipment, plant, and facilities that are utilized in its 
telephone system.  Telco leases six locations where business offices are 
located.  The total annual rentals for such leased offices were 
approximately $159,000 in 1998, and the duration of such leases ranges from 
one to six years.  Telco owns its remaining business office locations.  
Additionally, Telco leases the majority of the locations on which the sites 
of towers for its Lincoln MSA cellular system and wide-area paging system 
are located.  Total rentals on the sites were approximately $100,000 in 
1998, and the duration of the unexpired portions of such leases ranges from 
four months to five years, with options to renew thereafter. 

Cellular and OCLP have numerous operating lease agreements for various 
building space, towers, and land sites.  Lease terms are between one and 
ten years, with various renewal clauses.  Rentals for cellular sites are 
$628,000 per year, retail site rentals for locations around the state of 
Nebraska total $321,000 per year, and office space in Lincoln is leased 
from other Company operations for $169,000 per year.

Systems leases transmission facilities and switching facilities in 
connection with its Aliant Communications Long Distance Division.  All of 
its office locations are leased.  Annual rentals are approximately 
$179,000, and the duration of the unexpired portions of such leases ranges 
from 6 months to 54 months.

Midwest and Network participate in various right-of-way agreements for 
expansion of their networks.  Midwest right-of-way leases were $36,000 in 
1998, and Network right-of-way leases totaled $65,000.

It is the opinion of Company management, including the Vice President-
Technology of Telco, that the properties of Telco are suitable and adequate 
to provide modern and effective telecommunications services within its 
service area, including both local and long distance service.  The capacity 
for furnishing these services, both currently and for forecast growth, is 
under constant surveillance by the Vice President-Technology and his staff. 
Facilities are put to full utilization after installation and appropriate 
testing, according to two-, three-, and five-year construction plans.

Telco's continuing construction programs are divided between meeting growth 
demands (population and service) and upgrading its telephone equipment and 
plant.  Competition, customer needs, and market conditions drive network 
technology deployment.

                                    -6-
<PAGE>

Item 3.   Legal Proceedings

Effective October 1, 1998, the Company settled a federal trademark 
infringement lawsuit it filed against a Wisconsin company, known as 
Interstate Energy Corporation, which intended to change its name to Alliant 
Corp.  Under the terms of the settlement agreement, Interstate has agreed 
to change its name to Alliant Energy Corporation.  Interstate has also 
agreed to certain restrictions respecting the future use of its Alliant 
Energy marks.  The Company recognized other non-operating income of 
approximately $3.3 million, net of legal fees and related expenses, in the 
fourth quarter of 1998.

Item 4.   Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth 
quarter of the fiscal year.

Item 4a.  Executive Officers of the Registrant

                             Current Position and Business        Effective
Officer             Age    Experience During Past Five Years        Date
-------             ---    ---------------------------------        ----
Frank H. Hilsabeck   54    President and Chief Executive Officer    1993

James W. Strand      52    President-Diversified Operations         1990

Robert L. Tyler      63    Senior Vice President-Chief Financial
                            Officer                                 1991

Bryan C. Rickertsen  51    Vice President-Technology                1995
                           Information and Technology Services
                            Director                                1994

Michael J. Tavlin    52    Vice President-Treasurer and Secretary   1986

                                    -7-
<PAGE>

                                  PART II

Item 5.   Market for the Registrant's Common Equity and Related Stockholder 
          Matters

(a)  Market Information

     Company Common Stock is traded on the NASDAQ National Market under
     the symbol "ALNT."  The following table sets forth the high and
     low bid quotations for the periods indicated.  These quotations
     represent prices between dealers without adjustments for markups,
     markdowns, or commissions and may not represent actual transactions.

                                                   Dividends Declared
                               High      Low           Per Share
         1997
           First Quarter      19.500    16.000           .16
           Second Quarter     20.500    15.000           .16
           Third Quarter      24.875    18.250           .17
           Fourth Quarter     33.188    23.750           .17
         1998
           First Quarter      34.188    25.570           .18
           Second Quarter     34.000    22.500           .18
           Third Quarter      29.875    22.000           .18
           Fourth Quarter     40.688    23.250           .18

(b)  Holders

     As of December 31, 1998, there were approximately 8,000 holders of
     record of the Company's Common Stock.  In addition, the Company
     believes it has approximately 15,000 beneficial owners of the
     Company's Common Stock, whose shares are held in the names of broker 
     dealers and clearing agencies.  Since Telco's reorganization in 1981, 
     all outstanding shares of Telco's Common Stock have been owned by the 
     Company.

(c)  Dividends

     The long-term debt agreements and notes payable of the Company contain 
     various restrictions, including those relating to payment of dividends 
     by the Company to holders of Company Common Stock.  At December 31, 
     1998, approximately $20,000,000 of the Company's retained earnings 
     were available for payment of cash dividends.  The Company has paid a 
     dividend every quarter since 1936 and attempts to maintain an 
     approximate 50% payout ratio.

Item 6.   Selected Financial Data

See Selected Financial Data, 1998 Annual Report to Stockholders, page *.

Item 7.   Management's Discussion and Analysis of Financial Condition and 
          Results of Operations

See Management's Discussion and Analysis of Financial Condition and Results 
of Operations, 1998 Annual Report to Stockholders, pages *-*.

                                    -8-
<PAGE>

Item 8.   Financial Statements and Supplementary Data

See 1998 Annual Report to Stockholders, pages *-* for consolidated 
financial statements and notes to consolidated financial statements.

See pages * through * herein for other required financial statement 
schedules.

Item 9.   Changes In and Disagreements with Accountants on Accounting and 
          Financial Disclosure

None

                                    -9-
<PAGE>

                                 PART III

Item 10.  Directors and Executive Officers of the Registrant

Item 11.  Executive Compensation

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Item 13.  Certain Relationships and Related Transactions

Information required under Items 10, 11, 12, and 13 is included in the 
Registrant's Proxy Statement dated March 25, 1999, on pages * (commencing 
under the caption "Outstanding Shares and Voting Rights") through *, and 
page * (the first paragraph commencing under the caption "Section 16(a) 
Beneficial Ownership Reporting Compliance").  Such information is 
incorporated herein by reference.

Certain information regarding Executive Officers of the Registrant required 
by Item 401 of Regulation S-K is included in Part I of this Annual Report 
on Form 10-K in Item 4a.

                                   -10-
<PAGE>

                                 PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)  The following documents are filed as part of this report:
                                                                 Page(s)
                                                             in 1998 Annual
                                                                Report to 
                                                              Stockholders
                                                              ------------
1.  Financial Statements:
    Management's Discussion and Analysis of Financial
     Condition and Results of Operations                             *
    Independent Auditors' Report                                     *
    Consolidated Balance Sheets, December 31, 1998 and 1997          *
    Consolidated Statements of Earnings,
     Years ended December 31, 1998, 1997, and 1996                   *
    Consolidated Statements of Stockholders' Equity,
     Years ended December 31, 1998, 1997, and 1996                   *
    Consolidated Statements of Cash Flows,
     Years ended December 31, 1998, 1997, and 1996                   *
    Notes to Consolidated Financial Statements,
     December 31, 1998, 1997 and 1996                                *

2.  Financial Statement schedules required by Item 8 of this form.

                                                                Page(s)
                                                            in this Annual
                                                           Report Form 10-K
                                                           ----------------
Independent Auditors' Report                                       *
Schedule II - Valuation and Qualifying Accounts - 
 Years ended December 31, 1998, 1997, and 1996                     *

All other schedules are omitted because they are not applicable or the 
information required is immaterial or is presented within the consolidated 
financial statements and notes thereto.

(b)  Reports on Form 8-K

The Company filed no reports on Form 8-K during the quarter ended December 
31, 1998.

(c)  Exhibits

Exhibit 3:  Articles of Incorporation and By-Laws

  (3.1)  Company's Articles of Incorporation as amended effective September 
         3, 1996 (incorporated by reference to Exhibit 3(i) of the 
         Company's Quarterly Report on Form 10-Q for the quarter ended June 
         30, 1996).  
         Telco's Certificate of Incorporation as amended effective 
         September 3, 1996 (incorporated by reference to Exhibit  3(i) of 
         Telco's Quarterly Report on Form 10-Q for the quarter ended June 
         30, 1996).

                                   -11-
<PAGE>

  (3.2)  Company By-Laws as amended November 19, 1997, (incorporated by 
         reference to Exhibit 4.3 to the Company's Registration Statement 
         on Form S-3, filed February 23, 1998 [Reg. No. 333-46751]).
         Telco By-Laws as amended November 19, 1997.

Exhibit 4:  Instruments defining the rights of security holders, including 
            indentures

  (4.1)  Rights Agreement, dated as of June 21, 1989, between the Company 
         and Harris Trust and Savings Bank (incorporated by reference to 
         Exhibit 4.1 of the Company's Current Report on Form 8-K dated June 
         21, 1989).

  (4.2)  Amendment to Rights Agreement, dated as of September 7, 1989, 
         between the Company and Harris Trust and Savings Bank 
         (incorporated by reference to Exhibit 4.2 to the Company's Current 
         Report on Form 8-K dated September 7, 1989).

  (4.3)  Amendment No. 2 to Rights Agreement dated June 15, 1993, between 
         the Company and Mellon Securities Trust Company (incorporated by 
         reference to Exhibit 4.5 of the Company's Form S-3 Registration 
         Statement No. 33-52117).

  (4.4)  Credit agreement dated August 8, 1995, between the Company and The 
         Bank of Tokyo-Mitsubishi, Ltd. filed herewith.  The Registrant has 
         in place other credit facilities which, pursuant to Item 
         601(4)(iii)(A) of Regulation S-K, the Registrant is not required 
         to file.  The Registrant undertakes and agrees to furnish a copy 
         of the agreements relating to these credit facilities to the 
         Securities and Exchange Commission upon request.

  (4.5)  Form of Indenture between the Company and U.S. Bank National 
         Association (incorporated by reference to Exhibit 4.1 to the 
         Company's Registration Statement on Form S-3, filed February 23, 
         1998 [Reg. No. 333-46751]).

Exhibit 10:  Material Contracts

 (10.1)  The 1989 Stock and Incentive Plan, incorporated by reference to 
         Exhibit - Form S-8, File 33-39551, effective March 22, 1991, and 
         is incorporated herein by this reference.  

 (10.2)  A form of the Executive Benefit Plan agreement, as amended through 
         January 1, 1993, provided to the executive officers and director-
         level managers of the Company and its affiliates, and a form of 
         the Key Executive Employment and Severance Agreement provided to 
         the executive officers of the Corporation and its affiliates on 
         December 23, 1987, was filed as an exhibit to the Company's Form 
         10-K for the year ending December 31, 1992, and is incorporated 
         herein by reference.

Exhibit 13:  Annual Report to Stockholders

Filed as an exhibit to this Report on Form 10-K and incorporated as 
indicated herein by reference.

                                 -12-                                  
<PAGE>

Exhibit 21:  Subsidiaries of the Registrant.

The Company owns and controls all the outstanding common stock of Telco, 
Cellular, Systems, Prairie, Midwest, Network, and Wireless Holdings.  See 
pages *-*, 1998 Annual Report to Stockholders, (Exhibit 13, filed with 
this report).

Exhibit 23:  Accountants' Consent.

Exhibit 24:  Powers of Attorney.

Exhibit 27:  Financial Data Schedule.

(d)  The required schedules are filed as part of Item 14 (a) 2 of this 
report.

                                   -13-
<PAGE>

                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

ALIANT COMMUNICATIONS INC.

By  /s/ Robert L. Tyler                         Date  March 24, 1999
    -------------------------------                   --------------
    Robert L. Tyler, Senior Vice
     President and Chief Financial
     Officer

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

         Signature               Title                 Date
         ---------               -----                 ----
  Duane W. Acklie              Director
  William W. Cook, Jr.         Director
  John Haessler                Director
  Charles R. Hermes            Director            March 24, 1999
  Paul C. Schorr, III          Director
  William C. Smith             Director
  James W. Strand              Director        By /s/ Michael J. Tavlin
  Charles N. Wheatley          Director           ---------------------
  Thomas C. Woods, III         Director           Michael J. Tavlin,
  Lyn Wallin Ziegenbein        Director           Attorney-in-Fact


          /s/ Frank H. Hilsabeck                  Principal Executive
          ----------------------                  Officer and Director
          Frank H. Hilsabeck


          /s/ Robert L. Tyler                     Principal Financial
          -------------------                     Officer
          Robert L. Tyler


          /s/ Michael J. Tavlin                   Officer
          ---------------------
          Michael J. Tavlin
                                   -14-
<PAGE>

                        Aliant Communications Inc.

                Independent Auditors' Report and Schedule
               Form 10-K Securities and Exchange Commission

                     December 31, 1998, 1997 and 1996

                (With Independent Auditors' Report Thereon)


<PAGE>

                ALIANT COMMUNICATIONS INC. AND SUBSIDIARIES

                         Index to Schedules Filed

                                                                  Schedule

Independent Auditors' Report

Valuation and Qualifying Accounts - Years ended December 31,
 1998, 1997 and 1996                                                 II

All other schedules are omitted because they are not applicable or the 
information required is immaterial or is presented within the consolidated 
financial statements and notes thereto.


<PAGE>

KPMG Peat Marwick LLP

233 South 13th Street, Suite 1600
Lincoln, NE 68508-2041

Two Central Park Plaza
Suite 1501
Omaha, NE 68102


                       Independent Auditors' Report


The Board of Directors and Stockholders
Aliant Communications Inc.:


Under date of February 5, 1999, we reported on the consolidated balance 
sheets of Aliant Communications Inc. and subsidiaries as of December 31, 
1998 and 1997, and the related consolidated statements of earnings, 
stockholders' equity and cash flows for each of the years in the three-year 
period ended December 31, 1998, as contained in the 1998 annual report to 
stockholders.  These consolidated financial statements and our report 
thereon are incorporated by reference in the annual report on Form 10-K for 
the year ended December 31, 1998.  In connection with our audits of the 
aforementioned consolidated financial statements, we also audited the 
related financial statement schedule as listed in the accompanying index.  
This schedule is the responsibility of the Company's management.  Our 
responsibility is to express an opinion on the schedule based on our 
audits.

In our opinion, such schedule, when considered in relation to the basic 
consolidated financial statements taken as a whole, presents fairly, in all 
material respects, the information set forth therein.

/s/ KPMG Peat Marwick LLP

Lincoln, Nebraska
February 5, 1999


                                   S-1
<PAGE>
<TABLE>
                                                                     Schedule II

                       ALIANT COMMUNICATIONS INC. AND SUBSIDIARIES

                            Valuation and Qualifying Accounts

                      Years ended December 31, 1998, 1997 and 1996

<CAPTION>
                                                     Addition
                                         Additions   due to    Deductions
                             Balance at  charged to  purchases    from    Balance
                             beginning   costs and   of OCGP    allowance  at end
         Description          of year    expenses    and OCLP    (note)   of year
                             ----------  --------    --------   --------- -------
                                            (Dollars in thousands)
<S>                           <C>          <C>         <C>         <C>      <C>  
Year ended December 31, 1998,
  Allowance deducted from
  asset accounts, allowance
  for doubtful receivables    $  627       1,718        72       1,678        739
                               =====       =====       ===       =====      =====
Year ended December 31, 1997,
  Allowance deducted from
  asset accounts, allowance
  for doubtful receivables    $1,015         960        -        1,348        627
                               =====       =====       ===       =====      =====

Year ended December 31, 1996,
  Allowance deducted from
  asset accounts, allowance
  for doubtful receivables    $  754       1,175        -          914      1,015
                               =====       =====       ===       =====      =====


Note:  Customers' accounts written-off, net of recoveries.

See accompanying independent auditors' report.
</TABLE>

                                    S-2
<PAGE>

                        ALIANT COMMUNICATIONS INC.
                     EMPLOYEE AND SHAREHOLDER DIVIDEND
                   REINVESTMENT AND STOCK PURCHASE PLAN

                       Financial Statements Form 11-K
                     Securities and Exchange Commission

                      December 31, 1998, 1997 and 1996

                (With Independent Auditors' Report Thereon)


<PAGE>

                        ALIANT COMMUNICATIONS INC.
                     EMPLOYEE AND SHAREHOLDER DIVIDEND
                   REINVESTMENT AND STOCK PURCHASE PLAN

                       Index to Financial Statements


                                                                     Page

Independent Auditors' Report                                           1

Statements of Financial Condition - December 31, 1998 and 1997         2

Statements of Revenues and Common Stock Purchases - Years ended
 December 31, 1998, 1997 and 1996                                      3

Notes to Financial Statements - December 31, 1998, 1997 and 1996       4

All other schedules are omitted because they are not applicable.


<PAGE>

KPMG Peat Marwick LLP

233 South 13th Street, Suite 1600
Lincoln, NE 68508-2041

Two Central Park Plaza
Suite 1501
Omaha, NE 68102

                        Independent Auditors' Report


The Board of Directors and Shareholders
Aliant Communications Inc.:

We have audited the financial statements of the Aliant Communications Inc. 
Employee and Shareholder Dividend Reinvestment and Stock Purchase Plan as 
listed in the accompanying index.  These financial statements are the 
responsibility of the Company's management. Our responsibility is to 
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, 
in all material respects, the financial position of the Aliant 
Communications Inc. Employee and Shareholder Dividend Reinvestment and 
Stock Purchase Plan at December 31, 1998 and 1997, and its revenues and 
common stock purchases for each of the years in the three-year period ended 
December 31, 1997, in conformity with generally accepted accounting 
principles.

/s/ KPMG Peat Marwick LLP

Lincoln, Nebraska
February 26, 1999


<PAGE>

                        ALIANT COMMUNICATIONS INC.
                     EMPLOYEE AND STOCKHOLDER DIVIDEND
                   REINVESTMENT AND STOCK PURCHASE PLAN

                     Statements of Financial Condition

                        December 31, 1998 and 1997

               Assets                                       1998      1997
                                                            ----      ----
Due from Aliant Communications Inc. (note 2):
  Contributions                                        $  28,371    74,054
  Dividends                                              264,842   288,440
                                                         -------   -------
                                                       $ 293,213   362,494
                                                         =======   =======
             Liabilities

Balance to be invested in common stock for
 participants (notes 1 and 2)                          $ 293,213   362,494
                                                         =======   =======

See accompanying notes to financial statements.

<PAGE>

                        ALIANT COMMUNICATIONS INC.
                     EMPLOYEE AND STOCKHOLDER DIVIDEND
                   REINVESTMENT AND STOCK PURCHASE PLAN

             Statements of Revenues and Common Stock Purchases

               Years ended December 31, 1998, 1997 and 1996


                                             1998        1997        1996
                                             ----        ----        ----
Revenues:
  Cash dividends                      $ 1,082,494   1,163,946   1,146,525
  Contributions                           308,927     435,856     659,238
                                        ---------   ---------   ---------
                                        1,391,421   1,599,802   1,805,763
                                        ---------   ---------   ---------

Assets held for purchases of common
 stock (note 2):
  Beginning of year                       362,494     444,220     500,011
  Less, end of year                      (293,213)   (362,494)   (444,220)
                                        ---------   ---------   ---------
                                           69,281      81,726      55,791
                                        ---------   ---------   ---------

Common stock purchases                $ 1,460,702   1,681,528   1,861,554
                                        =========   =========   =========

See accompanying notes to financial statements.


<PAGE>

                          ALIANT COMMUNICATIONS INC.
                      EMPLOYEE AND SHAREHOLDER DIVIDEND
                     REINVESTMENT AND STOCK PURCHASE PLAN

                        Notes to Financial Statements

                       December 31, 1998, 1997 and 1996

(1)  Statement of Purpose and Summary of Significant Accounting Policies

The Aliant Communications Inc. Employee and Shareholder Dividend 
Reinvestment and Stock Purchase Plan (Plan) provides shareholders and 
eligible employees of Aliant Communications Inc. (Company), and its 
subsidiaries with a convenient and economical way to invest cash dividends 
and optional cash contributions to purchase additional shares of common 
stock of the Company.

Shares are offered for purchase to all shareholders and all regular full-
time and regular part-time employees of the Company with not less than six 
months of service.  Any individual who owns 5% or more of the total 
combined voting power of value of all classes of stock of the Company is 
not eligible to participate in the Plan.

The accompanying financial statements have been prepared on an accrual 
basis and present the financial condition of the Plan and its revenues and 
common stock purchases.  All assets are held for the purchase of common 
shares of the Company.

ChaseMellon Shareholder Services, L.L.C. is the transfer agent, registrar, 
rights agent and Plan administrator.

(2)  Participation

Shares for the Plan are purchased on a monthly basis on the open market.  
The basis for the purchase price of the shares allocated to the Plan 
participants is the average between the daily high and the daily low sales 
prices of Aliant Common Stock as reported on the NASDAQ National Market on 
the date the shares are purchased.  Employee purchases are at 95% of such 
price while purchases by non-employee participants are at 100% of such 
price.

Participants in the Plan may use cash dividends declared on shares owned 
and optional cash contributions to purchase additional shares.  Any 
contributions received less than 72 hours before each investment date will 
be used to purchase shares as of the next investment date.

Shares purchased in the open market for the Plan aggregated 51,345, 86,250 
and 100,494 during 1998, 1997 and 1996, respectively.  At December 31, 
1998, the agent for the Plan held 994,425 shares registered for 
participants.

(3)  Income Taxes

No provision is made for income taxes relating to the operations of the 
Plan.  Any income tax consequences of participation in the Plan are borne 
by the participants.