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, 1997  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                     53717-0070
    (Address of Principal Executive Offices)                  (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:
                                           Name of each exchange on which
        Title of each class                         Registered
                                NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock No Par Value

                             (Title of Class)

Indicate by checkmark 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 ________.

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  February  28,  1998,   there  were  2,704,303  shares  of  Common  Stock
outstanding.  The aggregate  market value (based upon unrelated party non-broker
transactions  which the  Company  was  familiar  with) of Common  Stock  held by
nonaffiliates on that date was $110,876,423.



<PAGE>



                              CHORUS COMMUNICATIONS GROUP, LTD.

Part I.
Item 1.  BUSINESS.

(a)      Chorus  Communications  Group,  Ltd.,  (Chorus  or  the  Company)  is a
         telecommunications  company  which  was  formed  on June 1, 1997 by the
         mergers of Mid-Plains,  Inc. (Mid- Plains) and Pioneer  Communications,
         Inc.  (Pioneer).  Chorus'  primary  operations  include local  exchange
         carrier services and system sales and services.

         Local exchange  carrier services are provided by Mid-Plains and Pioneer
         subsidiaries,  The Farmers  Telephone Company (Farmers) and Dickeyville
         Telephone  Corporation  (Dickeyville).  These  subsidiaries  are public
         utilities  providing  telephone and data services to customers in local
         exchanges  located  in  southern  Wisconsin.  Mid-Plains,  Farmers  and
         Dickeyville were incorporated in 1901, 1898 and 1956, respectively.

         System  sales  and services are  provided by a  subsidiary  of  Chorus,
         Mid-Plains  Communications  Systems,  Inc. (MPCS),  and Pioneer.  These
         companies  market and install  deregulated  communications  systems and
         provide  maintenance  services  related to their  continued  use. Their
         primary  markets  are in  southern  Wisconsin.  MPCS and  Pioneer  were
         incorporated in 1980 and 1987, respectively.

         Chorus also provides Internet access and resells long distance services
         through MPCS and Pioneer in southern Wisconsin.  Additionally,  Pioneer
         operates  a  directory   service  division  that  publishes   telephone
         directories  for various  telephone  companies  in Wisconsin as well as
         Minnesota and Iowa.

         Mid-Plains has an 18% interest in a limited  partnership which provides
         cellular   telephone   service  in  Madison,   Janesville  and  Beloit,
         Wisconsin, and bordering areas.  Farmers own a 2% interest in a limited
         partnership   providing  cellular  telephone  service  in  southwestern
         Wisconsin.

         Mid-Plains also has a 75% interest in PCS Wisconsin, LLC (PCS-WI). This
         limited  liability company was formed in 1996. In April of 1997, PCS-WI
         was granted the F- block  license by the FCC,  which  allows  PCS-WI to
         construct  and  operate a  Personal  Communication  System  (PCS) in 10
         counties in  Southern  Wisconsin.  Management  is  currently  analyzing
         alternative   business  plans  as  to  development,   construction  and
         introduction of PCS services.

         In  January  of 1998, Chorus  acquired  Executive Systems and Software,
         Inc. d/b/a  The ComputerPLUS, and  IntraNet, Inc. The ComputerPLUS is a
         network  systems integrator and  computer  reseller.  IntraNet, Inc. is
         an Internet provider. Both companies sell and provide service primarily
         in Dane County, Wisconsin.

         As further  discussed  in Item 8 - Chorus  Communications  Group,  Ltd.
         Consolidated  Financial  Statements (Note 15), Mid-Plains is in dispute
         with the Public Service  Commission of Wisconsin  (PSCW)  regarding the
         authorizing  by  the  PSCW  of  competitors  into  Mid-Plains   service
         territory. While Mid-Plains intends to continue to defend its rights to
         have  its  state  franchise  and  federal  rural  telephone   exemption
         determined  under  due  process  of law,  it  expects  that it may have
         significant  competition  in late 1998 or in 1999  which will have some
         adverse effect on its revenues. The extent of that effect is unknown at
         this time.

         There were no other  material  changes  in the  nature of the  business
         conducted by Chorus during 1997.




<PAGE>



         Information  regarding the recent development of the Company's business
         in the number of access lines is shown below:

                                                                   Access
                           Year                               Lines in Service
                           1995                                    36,000
                           1996                                    38,500
                           1997                                    42,000

(b)      Chorus  operates  in two  primary  industry  segments:  local  exchange
         carrier  (LEC)  services and system sales and  services.  The financial
         information regarding Chorus' industry segments is provided in Item 8 -
         Chorus  Communications  Group, Ltd.  Consolidated  Financial Statements
         (Note 13) for the year ended December 31, 1997.


(c)      Chorus is a telecommunications company operating in southern Wisconsin.
         Chorus' business  development strategy is to expand existing operations
         through  internal  growth,  develop other  businesses  that  management
         believes  will  complement  Chorus  operations  and to become a growing
         coalition  of  independent   communications  companies  through  future
         mergers with other independent telephone companies.  Chorus operates in
         the segments listed below.

         LEC  -  Chorus   operates  the   following   local   exchange   carrier
         subsidiaries, which provide telephone service to 42,000 access lines:
                  Mid-Plains, Inc.
                  The Farmers Telephone Company
                  Dickeyville Telephone Corporation

         System  Sales and  Services  - As a result of  acquisitions  in January
         1998, Chorus' system sales and services  operations,  which provide the
         sale,  installation  and  servicing  of business  phone  systems,  were
         expanded to include computer  network systems  integration and computer
         sales.  The  following   operations  now  serve   approximately   3,000
         customers.
                  Mid-Plains Communications Systems, Inc. (MPCS)
                  The ComputerPLUS
                  Pioneer

         Internet - January 1998  acquisitions  also expanded  Chorus'  Internet
         base to approximately 9,200 accounts through the following operations:
                  Mid-Plains Internet (MPI)
                  IntraNet, Inc.
                  pcii.net

         Long Distance - Through the following operations,  Chorus provides long
         distance service to over 8,200 customers:
                  Mid-Plains Long Distance (MPLD)
                  Pioneer Telecom

         Directory  Publishing - Chorus publishes  telephone  directories for 21
         local   exchange   carriers  in  three  states  through  the  following
         subsidiary:
                  Pioneer Communications, Inc.




<PAGE>



      LEC services  revenues  consist of  three  major classes:  local  service
      revenues, interstate network access and intrastate network access.  Local
      service revenues are based  upon fees  charged to customers for providing
      local  telephone  exchange service  within  designated  franchise  areas.
      Interstate  and  intrastate  network access  revenues are  based  on fees
      charged  to  interexchange  carriers that use the  LEC's local network to
      provide  long  distance   service  to  their customers.  System sales and
      services  sell  business  telephone   systems  along   with  the  related
      installation and maintenance services.

      The percent of revenues from each of these primary classes included in the
      Consolidated  Statements  of  Income  over the  last  three  years  are as
      follows:
      <TABLE>
                                          1997        1996           1995
                                          ----        ----           ----
      <S>                                 <C>         <C>            <C>
      LEC Services
      Local service revenues              23.6%       19.7%          18.0%
      Interstate network access           24.5%       25.2%          25.9%
      Intrastate network access           12.4%       16.0%          17.3%
      System Sales and Services           19.6%       22.7%          22.2%
      </TABLE>
      As noted above,  PCS-WI was granted the F-block  license by the FCC, which
      allows PCS- WI to construct  and operate a Personal  Communication  System
      (PCS) in 10  counties  in  southern  Wisconsin.  Management  is  currently
      analyzing  alternative business plans as to development,  construction and
      introduction of PCS services with preliminary cost estimates  ranging from
      $30-$50 million over a five-year  period.  Management is also  considering
      financing  alternatives,  which  include  the  issuance  of  debt,  equity
      financing and the inclusion of additional partners in PCS-WI.

      The business of Chorus is not seasonal to any significant extent.

      For  discussion  of  competitive  conditions,  see  Item 7 -  Management's
      Discussion and Analysis of Financial Conditions and Result of Operations -
      Other Matters Regulation and Competition.

      Information  regarding the Company's major customers is provided in Item 8
      - Chorus  Communications  Group, Ltd.  Consolidated  Financials Statements
      (Note 13) for the year ended December 31, 1997.

      Order  backlog  is  not  a  significant  consideration  in  the  Company's
      business,  and the Company has no contracts or  subcontracts  which may be
      subject to  renegotiation of profits or termination at the election of the
      Federal government.

      Information regarding the Company's working  capital  practice is provided
      in Item 7 Management's Discussion and Analysis of Financial  Condition and
      Results of Operations.

      The number of employees as of February 28, 1998 was 284.

Item 2. PROPERTIES

Information  regarding the  Company's  properties is provided in Item 8 - Chorus
Communications  Group, Ltd.  Consolidated  Financial Statements (Note 6) for the
year ended  December  31,  1997.  During 1997,  Chorus  acquired a  headquarters
building for $4.4  million.  Substantially  all other  property of the Company's
properties are necessary to provide LEC services in the Company's serving areas.
Between  January 1, 1995 and  December  31,  1997,  the  Company  made  property
additions of $25.4 million and  retirements  of $6.4  million.  Virtually all of
this  property is subject to liens  securing  long-term  debt.  In  management's
opinion,  the plant is in good repair and  suitably  equipped  for its  intended
purpose.




<PAGE>



Item 3. LEGAL PROCEEDINGS

Information regarding legal proceedings the Company is currently engaging in is
provided  in  Item 8 - Chorus Communications Group, Ltd.  Consolidated Financial
Statements (Note 15) for the year ended December 31, 1997.

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

There were none in the fourth quarter of 1997.




<PAGE>



PART II.
Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS.

As  explained  in  Item  8 -  Chorus  Communications  Group,  Ltd.  Consolidated
Financial  Statements (Note 1),  effective June 1, 1997,  Mid-Plains and Pioneer
merged into  subsidiaries  of Chorus  (the  Mergers).  Pursuant to the  Mergers,
Mid-Plains  shareholders  received  one share of Chorus  stock for each share of
Mid-Plains stock and Pioneer  shareholders  received four shares of Chorus stock
for each share of Pioneer stock. The below stock prices are for Mid-Plains stock
prior to the June 1997 Mergers and for Chorus stock beginning June 1997.

There is no  established  trading  market for Chorus stock nor was there one for
Mid-Plains  or Pioneer  stock prior to the  Mergers.  Furthermore,  there are no
principal  market  makers for Chorus stock nor were there any for  Mid-Plains or
Pioneer  stock prior to the Mergers.  Prices are based only on  unrelated  party
transactions  which have been  voluntarily  reported  to Chorus and  Mid-Plains.
Transactions  may include both those handled  privately  (non- broker) and those
handled  by stock  brokers.  Non-broker  prices do not  include  retail  markup,
markdown or commissions which are included in broker prices.  Average prices are
the weighted  average of the transactions  described below.  These prices should
not be relied upon as an  indication  of the price at which  Chorus stock may be
traded in the future.
<TABLE>
                                                                   CASH
                         TRANSACTIONS       PRICE PER SHARE        DIVIDENDS
                         NUMBER  SHARES   HIGH     LOW    AVERAGE  PER SHARE<F1>
<S>                      <C>    <C>       <C>      <C>     <C>        <C>
1997
Chorus 4th Quarter        68    23,619   $42.00   $37.00   $41.40     $0.29
Chorus 3rd Quarter        62    23,284    42.25    41.00    41.70      0.27
Chorus June                3     1,328    42.00    42.00    42.00         -
Mid-Plains April-May       4     3,061    42.00    40.00    41.00      0.27
Mid-Plains 1st Quarter    11    14,092    44.00    41.00    41.92      0.27

1996
Mid-Plains 4th Quarter    17     6,763   $42.00   $35.00   $40.95     $0.27
Mid-Plains 3rd Quarter     9     3,570    42.00    40.00    41.87      0.27
Mid-Plains 2nd Quarter     7     2,702    43.00    41.50    41.70      0.27
Mid-Plains 1st Quarter    12     5,634    41.00    38.00    39.38      0.25

           <FN>
           <F1> There were 3,551  shareholders of record as of February 1, 1998.
              Both Mid- Plains and Pioneer  have  regularly  paid  dividends  to
              their shareholders and Chorus expects it will continue to do so in
              the future.  The above cash dividends per share are for Mid-Plains
              stock  prior  to the  June  1997  Mergers  and  the  Chorus  stock
              beginning  June  1997.  For  1997  and  1996,  Pioneer  paid  cash
              dividends of $0.54 and $0.94 per share in the 2nd Quarter 1997 and
              4th  Quarter  1996,  respectively,  based on the  number of Chorus
              shares Pioneer shareholders received in merging.
            </FN>
</TABLE>
At December 31, 1997, all of the consolidated  retained  earnings were available
for the payment of cash  dividends on shares of Chorus  common  stock.  However,
certain LECs may not transfer funds to the parent in the form of cash dividends,
loans or advances until certain  financial  requirements of their mortgages have
been met.  Of the $13.7  million  underlying  retained  earnings  of all  Chorus
subsidiaries at December 31, 1997, $5.7 million was available for the payment of
dividends on the subsidiaries common stock.

As further discussed in Item 8 - Chorus  Communications Group, Ltd. Consolidated
Financial  Statements  (Note 14), Chorus issued 20,000 shares of common stock to
three  individuals,  each  of  whom  were  Wisconsin  residents  at the  time of
issuance, in connection with the simultaneous  acquisitions of Executive Systems
& Software,  Inc.,  d/b/a The  ComputerPLUS  and  IntraNet,  Inc.  There were no
underwriters  used in  these  transactions.  The  securities  were  exempt  from
registration under the Securities Act of 1933 (the "33 Act") pursuant to Section
4(2) of the '33 Act,  15  U.S.C.  Section  77d(2)  (the  "Section  4(2)  Private
Placement  Exemption").  The  securities  were  also  exempt  from  registration
pursuant to Section 3(a)(11) of the '33 Act, Section 77 c(a)(11)(the "Intrastate
Offering  Exemption")  and Rule 505, 17 C.F.R.  Section 230.505 (a "Regulation D
Exemption").  The securities are "restricted  securities"  pursuant to the rules
promulgated  under the '33 Act, and cannot be resold for an indefinite period of
time.


<PAGE>



Item 6.  SELECTED FINANCIAL DATA

The following selected consolidated financial data for each of the five years in
the  period  ended  December  31,  1997  have  been  derived  from  the  audited
consolidated  Financial  Statements of the Company included herein. The selected
consolidated  financial data set forth below should be read in conjunction  with
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and the consolidated Financial Statements and notes thereto included
elsewhere in this report.  All financial data has been reported as if the merged
companies,  described Item 8 - Chorus Communications  Group, Ltd.,  Consolidated
Financial Statements (Note 1), have always been one.
<TABLE>
Dollars in thousands,
except per share data        1997       1996        1995       1994       1993
                            ------     ------      ------     ------     -----
<S>                         <C>        <C>         <C>        <C>        <C>
Access Lines                41,940     38,504      35,894     33,304     31,270
Total Assets               $62,754    $51,705     $52,046    $44,618    $43,574
Shareholders' Equity       $28,773    $26,485     $26,051    $23,912    $21,934
Long-Term Debt,
 Including Current
 Maturities                $22,626    $15,860     $12,195    $10,762    $11,485
Short-Term Notes
 Payable to Banks          $ 1,328    $     -     $ 4,440    $ 1,300    $ 2,400
Ratio of Earnings to
 Interest Expense<F1><F2>     7.42       6.45        7.11       6.52       6.23
Revenues and Sales         $36,337    $33,181     $30,539    $27,166    $24,824
Net Income<F2>             $ 5,136    $ 4,741     $ 4,572    $ 3,888    $ 3,937
Earnings Per Share<F2>     $  1.91    $  1.77     $  1.71    $  1.48    $  1.50
Cash Dividends
 Per Share                 $ 1.100    $ 1.030     $ 1.050    $  .848    $  .788
Average Common Shares
 Outstanding                 2,684      2,678       2,671      2,627      2,616
Shareholders of Record       3,531      3,434       3,287      3,217      3,128


These financial  highlights should not be relied upon as an indication of future
financial condition or results of operations.


<FN>
<F1> For the purpose of this ratio,  earnings have been calculated by adding net
     income, interest expense and income taxes.

<F2> For 1996, the amount is before the extraordinary charge.
</FN>
</TABLE>

<PAGE>



Item 7. 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 has been
reported as if the companies have always been one.

RESULTS OF OPERATIONS

OVERVIEW

Chorus' reported net income increased $2.2 million, to $5.1 million in 1997. The
increase was primarily due to an extraordinary charge against income relating to
the discontinuance of regulatory  accounting principles for one of the company's
local exchange  carriers  (LEC),  which  decreased net income by $1.8 million in
1996.  Excluding the extraordinary  charge, net income increased $0.4 million in
1997 primarily due to growth in LEC services.

Net income decreased $1.6 million in 1996  principally due to the  extraordinary
charge noted above.  Excluding the  extraordinary  charge,  net income increased
$0.2 million, which was due to an increase in sales of systems and services.

Revenues  increased  $3.2 million in 1997,  to $36.3 million and $2.6 million in
1996, to $33.1  million.  The increase in 1997 was due to growth in LEC services
offset by a decrease in system sales and services.  The increase in 1996 was due
to growth in LEC services and system sales and services.

Operating  costs and expenses  increased  $2.7 million in 1997, to $27.0 million
and $2.2 million in 1996, to $24.3  million.  The increase in 1997 was primarily
related  to merger  related  expenditures  of $0.3  million,  costs  related  to
regulatory  matters of $0.3  million  and  growth of  internal  operations.  The
increase in 1996 was primarily due to the growth of internal operations.

Chorus took an  extraordinary  charge in 1996.  Mid-Plains,  a LEC subsidiary of
Chorus, discontinued applying Statement of Financial Accounting Standards No. 71
(FAS  71),  "Accounting  for  the  Effects  of  Certain  Types  of  Regulation".
Management  determined  that Mid-Plains no longer met the criteria for following
FAS 71 due to changes in legislative,  regulatory and competitive  environments.
(See Item 8 - Chorus Communications Group, Ltd.
Consolidated Financial Statements Notes 1 and 3).

RESULTS OF OPERATIONS BY BUSINESS SEGMENT

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














<PAGE>



Local Exchange Carrier 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                           1997              1996            1995
                                       ----             ------          -----
<S>                                    <C>               <C>             <C>
Revenues and Sales
   Local service revenues            $ 8,571           $ 6,546          $5,499
   Interstate network access           9,162             8,590           8,159
   Intrastate network access           4,917             5,471           5,416
   Other                               2,638             2,895           2,983
                                      ------            ------          ------
                                      25,288            23,502          22,057
                                      ------            ------          ------
Operating Costs and Expenses
   Cost of services                    3,387             3,115           2,984
   Selling, general & administrative   8,518             7,482           6,725
   Depreciation                        4,521             4,158           3,786
                                      ------            ------          ------
                                      16,426            14,755          13,495
                                      ------            ------          ------
LEC Services Operating Income          8,862             8,747           8,562
Less:  Intercompany eliminations
   Revenues                           (1,282)             (635)           (577)
   Expenses                              153                 -               -
                                      ------            ------          ------
Operating Income                      $7,733            $8,112          $7,985
                                      ======            ======          ======

</TABLE>
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  30.9%  in  1997.  This  growth  was  principally  due to  Mid-Plains'
implementation  of its Alternative  Regulation Plan on September 1, 1996,  which
had the effect of  increasing  local  service  revenues in 1997 by $1.1 million.
Additionally,  the LECs experienced a greater demand for service as evidenced by
an 8.9% increase in the number of access lines in service.

Local  service  revenues   increased  19.0%  in  1996.  The  revenues  increased
principally  as a  result  of a  7.3%  growth  in  access  lines.  Additionally,
Mid-Plains  implementation of its Alternative  Regulation Plan had the effect of
increasing local network services revenues $0.4 million for the year.

Interstate and intrastate  network access  revenues are based on fees charged to
interexchange carriers that use the LEC's local network to provide long distance
service to their customers.  Interstate revenues increased 6.7% in 1997 and 5.3%
in 1996. These increases are largely due to higher demand for access services as
evidenced  by a 9.7% and 8.8%  increase  in  minutes  of use for 1997 and  1996,
respectively. These increases were offset by slightly lower average access rates
charged to the interexchange carriers during the years.

Intrastate  network access revenues  decreased 10.1% in 1997,  while  increasing
1.0% in 1996.  The 1997 decrease was due to Mid-Plains'  Alternative  Regulation
Plan, which had the effect of decreasing intrastate access revenue $1.0 million.
This  decrease  was offset in part by higher  demand as  evidenced  by increased
minutes-of-use  of 5%. The 1996  increase was  primarily due to a 5% increase in
minutes of use,  which was offset by $0.3 million due to the effects of the rate
reduction under the Alternative Regulation Plan.

Other  revenues  decreased 8.9% in 1997 and 2.9% in 1996. The decreases were due
to lower billing and collection rates that went into effect in October of 1996.

Cost of service increased 8.7% in 1997 and 4.4% in 1996.  The growth in 1997 and
1996 was due primarily to growth in internal operations.



<PAGE>



Selling,  general and administrative  expenses increased 13.8% in 1997 and 11.3%
in 1996. The 1997 and 1996  increases were due to growth in internal  operations
and $0.3  million in 1997 which was  related to  regulatory  matters  more fully
discussed in Item 8 - Chorus Communications  Group, Ltd. Consolidated  Financial
Statements  (Note 15).  Management  anticipates  that  similar  amounts  will be
expended on regulatory matters in 1998.

Depreciation  increased 8.7% in 1997 and 9.8% in 1996. The increases were due to
increased levels of depreciable property.

System Sales and Services

System sales and services sell  business  systems and provide  installation  and
services  throughout  southern  Wisconsin.  System sales and services  operating
income consisted of the following:
<TABLE>
In Thousands                                   1997        1996       1995
                                              ------      ------      -----
<S>                                            <C>         <C>        <C>
Revenues and Sales                            $7,123      $7,538     $6,768
                                              ------      ------     ------

Operating Costs and Expenses
   Cost of goods sold                          4,267       4,475      4,268
   Selling, general and administrative         2,151       2,197      1,987
   Depreciation                                  122         108        115
                                              ------      ------     ------
                                               6,540       6,780      6,370
                                              ------      ------     ------

System Sales & Services Operating Income         583         758        398
Less:  Intercompany eliminations - Expenses       37          37         37
                                              ------      ------     ------

Operating Income                              $  620      $  795     $  435
                                              ======      ======     ======

</TABLE>
System sales and services revenues decreased 5.5% in 1997 and increased 11.4% in
1996.  The 1997 decrease in revenues  relates to the  cancellation  in 1996 of a
commission  arrangement.  The increase in 1996 revenues was due to the growth of
new system sales.

As a percentage  of system sales and services  revenues,  cost of goods sold was
59.9%, 59.3% and 63.1% for 1997, 1996 and 1995, respectively.  The lower cost of
sales in 1997 and 1996 as  compared  to 1995 was the  result of the  changes  in
system markups.














<PAGE>



Other Services and Sales

Other  services  and  sales  include  long  distance,   Internet  and  directory
publishing  operations.  Other services and sales operating  income consisted of
the following:
<TABLE>
In Thousands                                     1997        1996        1995
                                                ------      ------       -----
<S>                                              <C>         <C>         <C>
Revenues and Sales                              $5,456      $2,826      $2,341
                                                ------      ------      ------

Operating Costs and Expenses
   Cost of  services                             3,986       2,151       1,703
   Selling, general and administrative           1,494       1,269       1,158
   Depreciation                                    121          68          54
                                                ------      ------      ------
                                                 5,601       3,488       2,915
                                                ------      ------      ------

Other Services & Sales Operating Income (Loss)    (145)       (662)       (574)
Less:  Intercompany eliminations
   Revenues                                       (248)        (50)        (50)
   Expenses                                      1,340         648         590
                                                ------      ------      ------

Operating Income (Loss)                          $ 947       ($ 64)      ($ 34)
                                                ======      ======      ======
</TABLE>

Revenues  from other  services  and sales  increased  93.1% in 1997 and 20.7% in
1996.  A temporary  arrangement  to resell  intraLATA  toll  accounted  for $1.0
million of the increase in 1997 with the  remainder  due to growth in customers.
The increase in 1996 was primarily due to growth of customers.

Cost of services  increased  85.2% in 1997 and 26.3% in 1996.  The  increases in
1997 were  primarily  due to  increased  costs of $0.9 million  associated  with
intralata  toll  traffic and an increase in the customer  base.  The increase in
1996 was due to an increase in the number of customers served.

The increases in selling,  general and  administrative  expenses during 1997 and
1996 were due to 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 years 1995 - 1997 was $28.8  million.  External  financing
activities for the same period totaled $15.3 million.

INFLATION
Management believes that inflation affects Chorus' business to no greater extent
than the general economy.

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 years 1995-1997 were $25.4 million.  Total capital expenditures for 1998 are
expected to be $10.5 million.

On April 28, 1997, PCS-WI, a 75% owned subsidiary of Mid-Plains, was granted the
F-block  license  by the FCC (see  Item 8 - Chorus  Communications  Group,  Ltd.
Consolidated  Financial  Statements  Note  15).  The  license  allows  PCS-WI to
construct  and  operate a personal  communications  service  system  (PCS) in 10
counties in Southern Wisconsin. PCS-WI bid for the license was $3.2 million.  At


<PAGE>



December 31, 1997, $2.6 million remains payable through 2007.

Under the terms of the  license,  PCS-WI is required to  construct  an operating
system  that  will be  capable  of  providing  service  to at  least  25% of the
population  in the license  area within five years of the grant of the  license.
Management is currently analyzing  alternative business plans as to development,
construction  and  introduction of PCS services with  preliminary cost estimates
ranging  between $30 - $50 million over a five-year  period.  Management is also
considering financing  alternatives,  which include the issuance of debt, equity
financing and the inclusion of additional partners in PCS-WI.

In addition to the risks  associated  with startup  operations of PCS-WI,  it is
anticipated that the Company will encounter stiff  competition from two existing
cellular providers as well as from five new PCS license holders.

In 1995, Mid-Plains  contributed $2 million in response to a capital call to the
cellular limited  partnership in which it has an investment.  Cash distributions
in 1996 and  1997  totaled  $0.7  million.  Due to a  dispute  with the  general
partner, as discussed in Item 8 Chorus  Communications  Group, Ltd. Consolidated
Financial  Statements  (Note 15), the Company has not been provided with current
information on the partnership and does not have any knowledge of future capital
calls.

FINANCING ACTIVITIES

Financing  for the  years  1995 - 1997 was  $15.3  million,  consisting  of $9.7
million of debt  financing,  $0.7  million  from the sale of common  stock under
stock plans and a net increase in short-term bank notes of $4.9 million.

On January 31, 1997, Mid-Plains entered into a financing agreement with the RTFC
that allows Mid-Plains to borrow up to $22 million. The agreement provides up to
$12 million for  refinancing  existing debt,  capital  expenditures  and working
capital for LEC operations;  $9 million for investment in PCS-WI (see above) and
$1 million  for the  purchase  of RTFC's  Subordinate  Capital  Certificates,  a
condition of obtaining  the  financing.  The interest  rate on $4 million of the
debt is fixed at 7.4% with the remainder  variable based upon the RTFC's cost of
funds,  which at December 31, 1997 was 6.7%. At December 31, 1997,  $4.3 million
remained  unadvanced  for local  exchange  carrier  purposes  and $9  million is
available to invest in PCS-WI.

In October of 1997, Chorus acquired an office building for $4.4 million. Funding
for this acquisition was provided by a $4 million loan from  AnchorBank,  S.S.B.
and $400,000 in  short-term  borrowings.  The $4 million loan is payable over 20
years with the interest fixed for the first five years at 7.75%.

In January 1998, Chorus acquired  Executive  Systems & Software,  Inc. d/b/a The
ComputerPLUS,  and Intranet, Inc. The businesses were acquired for 20,000 shares
of common stock, $0.5 million cash and notes of $0.5 million to be paid over two
years.

In connection  with its long-term debt,  certain  subsidiaries of Chorus may not
transfer funds to Chorus in the form of cash dividends,  loans or advances until
certain financial  requirements of their mortgages are met. Of the $13.7 million
underlying  retained  earnings of all Chorus  subsidiaries at December 31, 1997,
$5.7 million was  available  for the payment of  dividends on the  subsidiaries'
common stock.

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.

At  February  26,  1998,  Chorus has  available  unused  lines-of-credit  of $11
million.  Chorus  has  experienced  no  difficulty  in  obtaining  funds for its
construction  programs or other purposes.  However,  competition could have some
adverse effect on Chorus' future operations and cash flows.


<PAGE>



OTHER MATTERS

REGULATION AND COMPETITION

The   telecommunications   industry  is   undergoing   significant   regulatory,
competitive and technological  changes.  The Federal  Telecommunications  Act of
1996   is   transforming   the   telecommunications    industry   and   changing
telecommunications  policies in such areas as entry into local exchange and long
distance  markets,   pricing  of  telecommunications   services,   ownership  of
facilities and use of spectrum.  Wisconsin regulation of local exchange carriers
(LECs) has also changed.  The Public Service  Commission's  encouragement of LEC
competition is causing the emergence of companies  providing  competitive access
and other services.

For  regulatory  purposes,  Chorus has three  LECs,  two of which are  currently
considered  by the  PSCW to be small  telecommunications  utilities  subject  to
reduced  regulation.  Mid- Plains is also considered a small  telecommunications
utility but in August,  1996 received PSCW approval to implement an  Alternative
Regulation  Plan (the  Plan).  The Plan set rate  ceilings,  reduced  intrastate
access charges and established certain goals.

As  discussed  in  Item  8 -  Chorus  Communications  Group,  Ltd.  Consolidated
Financial Statements (Note 15), in June 1997, the PSCW issued orders authorizing
two companies,  KMC Telecom,  Inc. (KMC) and TDS Datacom,  Inc. (TDS) to provide
local  exchange  service in Mid- Plains  service  territory.  The PSCW held that
Mid-Plains was no longer  entitled to either an exclusive  franchise under state
law or a rural  telephone  company  exemption  under  federal law as a result of
entering into the Plan.  Mid-Plains  disagreed and filed a petition for judicial
review in the Wisconsin Circuit Court. While this was pending,  the PSCW ordered
Mid-Plains to  participate in an  arbitration  proceeding  with TDS regarding an
interconnection agreement.

In December  1997,  the  Wisconsin  Circuit  Court ordered the PSCW to conduct a
hearing  to  determine  whether  Mid-Plains'  adoption  of the Plan  constituted
consent to entry of competitors within its franchise territory and waiver of its
federal rural telephone company exemption.  Notwithstanding the ruling, the PSCW
has ordered TDS and Mid-Plains to enter into an interconnection agreement issued
by the  arbitration  panel in January 1998.  Mid-Plains has appealed that order.
The PSCW is in the process of  commencing  a  proceeding  to review  Mid-Plains'
state franchise and federal rural exemption.  Mid-Plains  intends to continue to
defend its right to have its state franchise and federal rural telephone company
exemption  determined under due process of the law.  Mid-Plains  expects that in
late 1998 or in 1999 it may have  significant  competition  which will have some
adverse  effect  upon  its  revenues,  including  the  loss of  services  to TDS
corporate  offices with  approximately  1,500 access lines  currently  served by
Mid-Plains.  The full  extent of the  effect of  competition  is unknown at this
time.

The other LECs are expected to continue to have limited  competition in the next
several years.

Along with these  challenges,  Chorus also sees growing  opportunities to expand
beyond its  traditional  markets and  continues to monitor and consider the most
favorable options.


CHORUS INITIATIVES

Chorus  continues  to position  itself to respond  aggressively  to  competitive
developments and benefit from new opportunities.

On June 1, 1997,  Chorus was formed as the result of mergers of  Mid-Plains  and
Pioneer (See Item 8 - Chorus Communications  Group, Ltd. Consolidated  Financial
Statements Note 1).



<PAGE>



In October 1997,  Chorus  purchased a new  headquarters  building to consolidate
personnel to take  advantage of the  synergies of having more of its  operations
under one roof and to provide for future growth.

In January 1998, Chorus acquired The ComputerPLUS and IntraNet,  Inc. Management
believes  that The  ComputerPLUS,  a network  systems  integrator  and  computer
reseller,  will  complement  its  systems  sales and service  segment.  Intranet
significantly expanded Chorus' Internet operations.

Chorus  expects  to  actively  pursue  growth  as  a  coalition  of  independent
communication  companies  through  additional  mergers  with  other  independent
telephone companies.


OTHER FINANCIAL INFORMATION

Management  is currently  not aware of any  environmental  matters  which in the
aggregate  would have a material  adverse  effect on the financial  condition or
results of operations of the Company.

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.  The Company has taken
actions to  understand  the nature and extent of the work  required  to make its
systems,  products and  infrastructure,  in those  situations in which Chorus is
required  to do so,  Year 2000  compliant.  Chorus has  established  a Year 2000
Project  Team to  coordinate  and monitor  the  Company's  Year 2000  compliance
efforts and is in the process of preparing a company-wide  Year 2000  compliance
plan.  Chorus  continues to evaluate the estimated  costs  associated with these
efforts.  While these efforts involve  additional  costs, the Company  believes,
based on  available  information,  that  these  costs  will not have a  material
adverse effect on its results of operations.


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT

In June 1997,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 131, (FAS 131),  "Disclosures about Segments
of an  Enterprise  and Related  Information".  The  Company  has  elected  early
adoption of FAS 131 and  accordingly has followed the  pronouncement  disclosure
requirements for reporting segment  information for all periods shown. (See Item
8 - Chorus  Communications  Group, Ltd.  Consolidated  Financial Statements Note
13).


FORWARD-LOOKING STATEMENTS

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations  includes,  and future filings by the Company on Form 10-K, Form 10-Q
and Form 8-K and future  oral and  written  statements  by the  Company  and its
management may include, certain forward-looking  statements,  including (without
limitation)   statements  with  respect  to  anticipated  future  operating  and
financial  performance,  growth  opportunities  and  growth  rates,  acquisition
opportunities,  Year 2000 compliance and other similar  forecasts and statements
of expectation. Words such as expects, anticipates,  plans, believes, estimates,
and should, and variations of these words and similar expressions,  are intended
to identify these forward-looking statements.  Forward-looking statements by the
Company and its  management  are based on  estimates,  projections,  beliefs and
assumptions  of management  and are not  guarantees of future  performance.  The
Company  disclaims  any  obligation  to  update or  revise  any  forward-looking
statement  based  on  the  occurrence  of  future  events,  the  receipt  of new
information, or otherwise.

Actual future performance, outcomes and results may differ materially from those
expressed in  forward-looking  statements made by the Company and its management
as a result of a number of important factors.  Representative examples of  these


<PAGE>



factors  include  (without  limitation)  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 as a result of
the  Telecommunications  Act of 1996 and  other  federal  and  state  rules  and
regulations  enacted pursuant to that legislation 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.



<PAGE>

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



                      CHORUS COMMUNICATIONS GROUP, LTD.

                       INDEX TO FINANCIAL STATEMENTS







Report of Independent Public Accountants

Consolidated Balance Sheets - December 31, 1997 and 1996

Consolidated Financial Statements for the three years ended December 31, 1997:

                  Statements of Income

                  Statements of Shareholders' Equity

                  Statements of Cash Flows

Notes to Consolidated Financial Statements



<PAGE>









REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders and Board of Directors,
Chorus Communications Group, Ltd.

We  have  audited  the  accompanying   consolidated  balance  sheets  of  Chorus
Communications  Group,  Ltd. (a Wisconsin  Corporation)  and  subsidiaries as of
December 31, 1997 and 1996, and the related  consolidated  statements of income,
shareholders'  equity,  and cash flows for each of the three years in the period
ended December 31, 1997. 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 audits 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 Chorus  Communications  Group,
Ltd. and subsidiaries as of December 31, 1997 and 1996, and the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.

As discussed in Note 3 to the consolidated  financial  statements,  a subsidiary
discontinued  applying the  provisions  of  Statement  of  Financial  Accounting
Standards No. 71,  "Accounting  for the Effects of Certain Types of Regulation,"
in 1996.




/S/Kiesling Associates LLP
KIESLING ASSOCIATES LLP
Madison, Wisconsin
February 6, 1998



<PAGE>



                        CHORUS COMMUNICATIONS GROUP, LTD.

                           CONSOLIDATED BALANCE SHEETS

<TABLE>

                                            December 31,    December 31,
              ASSETS                            1997            1996
              ------                        ------------    --------
In Thousands
<S>                                         <C>             <C>
CURRENT ASSETS
   Cash and cash equivalents                $   2,736       $   1,902
   Temporary investments                        2,500           3,200
   Accounts receivable
      Due from customers                        3,045           2,700
      Other, principally connecting
       companies                                2,446           1,977
   Inventories
      Plant materials and supplies                542             663
      Communication systems and parts             911             900
   Other                                        1,498             825
                                             --------        --------
      Total Current Assets                     13,678          12,167
                                             --------        --------


PROPERTY, PLANT AND EQUIPMENT
   In service and under construction           68,325          62,564
   Less accumulated depreciation              (27,667)        (28,162)
                                             --------       ---------
      Total Property, Plant and Equipment      40,658          34,402
                                             --------       ---------


CELLULAR LIMITED PARTNERSHIP INTERESTS          3,715           4,168

PERSONAL COMMUNICATION SERVICES LICENSE         3,418               -

OTHER ASSETS                                    1,285             968
                                             --------        --------


         TOTAL ASSETS                        $ 62,754        $ 51,705
                                             ========        ========

</TABLE>

<PAGE>



                                           CHORUS COMMUNICATIONS GROUP, LTD.

                                              CONSOLIDATED BALANCE SHEETS

<TABLE>

                                            December 31,    December 31,
  LIABILITIES AND SHAREHOLDERS' EQUITY          1997            1996
  ------------------------------------      ------------    --------
In Thousands
<S>                                          <C>             <C>
CURRENT LIABILITIES
  Current maturities of long-term debt       $    614        $   383
  Notes payable to banks                        1,328              -
  Accounts payable                              3,345          3,721
  Accrued pension cost                            781              2
  Other                                         1,005          1,152
                                              -------        -------
    Total Current Liabilities                   7,073          5,258
                                              -------        -------

LONG-TERM DEBT                                 22,012         15,477

DEFERRED INCOME TAXES                           3,142          3,331

OTHER LIABILITIES                               1,384          1,152
                                              -------        -------
  Total Liabilities                            33,611         25,218
                                              -------        -------

MINORITY INTEREST                                 370              2
                                              -------        -------

COMMITMENTS AND CONTINGENCIES (See Notes)

SHAREHOLDERS' EQUITY
  Common stock, no par value;                  13,868         13,765
    authorized 25 million shares;
    issued and outstanding 2,684,303
    and 2,681,601 shares, respectively
  Retained earnings                            14,905         12,720
                                              -------        -------
    Total Shareholders' Equity                 28,773         26,485
                                              -------        -------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY    $62,754        $51,705
</TABLE>                                      =======        =======

See Notes to Consolidated Financial Statements.


<PAGE>



                                             CHORUS COMMUNICATIONS GROUP, LTD.

                                             CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
                                              Year Ended December 31,
                                               1997        1996        1995
                                               ----        ----        ----
In Thousands Except For Per Share Data
<S>                                            <C>         <C>         <C>
REVENUES AND SALES
   Local exchange carrier services            $24,006     $22,867     $21,480
   System sales and services                    7,123       7,538       6,768
   Other services and sales                     5,208       2,776       2,291
                                              -------     -------     -------
     Total Revenues and Sales                  36,337      33,181      30,539
                                              -------     -------     -------

OPERATING COSTS AND EXPENSES
   Cost of goods sold                           4,267       4,474       4,268
   Cost of services                             6,096       4,665       4,126
   Selling, general & administrative           11,910      10,865       9,805
   Depreciation                                 4,764       4,334       3,954
                                              -------     -------     -------
     Total Operating Costs and Expenses        27,037      24,338      22,153
                                              -------     -------     -------

OPERATING INCOME                                9,300       8,843       8,386
   Other income                                   327         235         170
   Interest expense                            (1,301)     (1,408)     (1,203)
   Minority interest                               28           3           -
                                              -------      ------      ------
 INCOME BEFORE INCOME TAXES
         AND EXTRAORDINARY CHARGE               8,354       7,673       7,353

   Income tax expense                           3,218       2,932       2,781
                                              -------     -------     -------

INCOME BEFORE EXTRAORDINARY CHARGE              5,136       4,741       4,572
EXTRAORDINARY CHARGE, net of
   income taxes of $1,133                                  (1,782)
                                              -------     -------     -------
NET INCOME                                    $ 5,136     $ 2,959     $ 4,572
                                              =======     =======     =======

EARNINGS PER SHARE
   Income before extraordinary charge          $ 1.91     $  1.77      $ 1.71
   Extraordinary charge                             -       (0.67)          -
                                               ------     -------      ------
   Net income                                  $ 1.91     $  1.10      $ 1.71
                                               ======     =======      ======

Average common shares outstanding               2,684       2,678       2,671
                                               ======     =======      ======
</TABLE>

See Notes to Consolidated Financial Statements.





<PAGE>






                                    CHORUS COMMUNICATIONS GROUP, LTD.


                             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
                                   Common Stock                       Total
                                                       Retained    Shareholders'
                                 Shares    Amount      Earnings       Equity
In Thousands
<S>                              <C>       <C>          <C>          <C>
Balances, December 31, 1994      2,631     $13,176     $10,735       $23,911

   Net income                                            4,572         4,572
   Cash dividend - $1.05 a
     share                                              (2,792)       (2,792)
   Stock plans                       9         360           -           360
                                 -----     -------      -------       -------

Balances, December 31, 1995      2,640      13,536      12,515        26,051

   Net income                                            2,959         2,959
   Cash dividend - $1.03 a
     share                                              (2,754)       (2,754)
   Stock plans                       6         229          -            229
   Grants exercised                 35

Balances, December 31, 1996      2,681      13,765      12,720        26,485

   Net income                                            5,136         5,136
   Cash dividend - $1.10 a
     share                                              (2,951)       (2,951)
   Stock plan                        3         103           -           103
                                 -----     -------     -------       -------

Balances, December 31, 1997      2,684     $13,868     $14,905       $28,773
                                 =====     =======     =======       =======
</TABLE>


 See Notes to Consolidated Financial Statements.


<PAGE>



                                           CHORUS COMMUNICATIONS GROUP, LTD.

                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
                                             Year Ended December 31,
                                          1997          1996          1995
In Thousands
<S>                                        <C>           <C>          <C>
OPERATIONS
  Income before extraordinary charge      $5,136        $4,741        $4,572
  Adjustments to reconcile income before
   extraordinary charge to net cash
   from operations:
    Depreciation                           4,764         4,335         3,968
    Deferred income taxes                   (189)          549           545
    Changes in current assets and
    current liabilities:
       Receivables - net                    (813)          232          (286)
       Inventories - net                     110           (94)         (130)
       Payables - net                        403            10            17
    Other - net                             (538)        1,281           165
                                          ------       -------        ------
    Net cash from operations               8,873        11,054         8,851
                                          ------       -------        ------

INVESTING
  Capital expenditures                   (11,258)       (6,446)       (7,665)
  Cellular investment                        453           273        (1,995)
  Personal Communication Services license   (820)            -             -
  Purchases of short-term investments     (1,000)       (1,900)       (2,000)
  Proceeds from sale of short-term
   investments                             1,700         1,300           800
  Other - net                                238          (299)         (289)
                                          ------        ------       -------
    Net cash (used in) investing         (10,687)       (7,072)      (11,149)
                                         -------        ------       -------

FINANCING
  Stock plans                                103           229           360
  Dividends paid                          (2,951)       (2,754)       (2,792)
  Long-term debt issued                    4,745             -         5,000
  Long-term debt repaid                     (577)       (1,135)       (3,567)
  Short-term bank notes - borrowing       16,344        16,816         9,230
  Short-term bank notes - repayment      (15,016)      (16,456)       (6,090)
                                         -------        ------        ------
    Net cash from (used in) financing      2,648        (3,300)        2,141
                                         -------        ------        ------

Increase (decrease) in cash and
 cash equivalents                            834           682          (157)

Cash and cash equivalents:
  Beginning of period                      1,902         1,220         1,377
                                          ------        ------        ------
  End of period                           $2,736        $1,902        $1,220
                                          ======        ======        ======
</TABLE>
See Notes to Consolidated Financial Statements.


<PAGE>



                        CHORUS COMMUNICATIONS GROUP, LTD.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         MERGERS
         Effective  June 1, 1997,  Mid-Plains,  Inc,  (Mid-Plains)  and  Pioneer
         Communications,  Inc.  (Pioneer) have merged into subsidiaries of a new
         holding company,  Chorus  Communications  Group,  Ltd. (the "Mergers").
         Pursuant to the Mergers, Mid-Plains shareholders received one (1) share
         of holding  company common stock  (1,991,743  shares) for each share of
         Mid-Plains common stock; Pioneer shareholders  received four (4) shares
         of holding  company  common  stock  (692,560  shares) for each share of
         Pioneer  common  stock.  The  Mergers  have  been  accounted  for  as a
         pooling-of-interests  and,  accordingly,  historical financial data has
         been reported as if the companies have always been one (see Note 2).

         DESCRIPTION OF BUSINESS
         Chorus  Communications  Group, Ltd. and its subsidiaries (Chorus or the
         Company) is a telecommunications  company that provides phone, data and
         other services through its local exchange carrier (LEC) subsidiaries in
         Southern  Wisconsin.  The Company  also sells,  installs  and  services
         business systems within Southern Wisconsin.

         BASIS OF PRESENTATION
         The consolidated financial statements of Chorus include the accounts of
         its majority-owned  subsidiaries.  All significant  inter-company items
         have been eliminated in consolidation. Investments of less than 20% are
         accounted for on the cost basis.

         The  accounting  policies  of  Chorus  conform  to  generally  accepted
         accounting principles. The accounting records of telephone subsidiaries
         are  maintained  in  accordance  with the  uniform  system of  accounts
         prescribed by the Public Service Commission of Wisconsin (PSCW).

         The preparation of consolidated financial statements in conformity with
         generally accepted  accounting  principles  requires management to make
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities and disclosure of contingent  assets and liabilities at
         the  date of the  financial  statements  and the  reported  amounts  of
         revenues and expenses during the reporting period. Actual results could
         differ from those estimates.





<PAGE>



                        CHORUS COMMUNICATIONS GROUP, LTD.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Certain  LECs of Chorus are subject to the  provisions  of Statement of
         Financial  Accounting  Standards No. 71 (FAS 71),  "Accounting  for the
         Effects of  Certain  Types of  Regulation."  The  Company  periodically
         reviews the criteria for applying these provisions to determine whether
         continuing  application of  FAS 71 is  appropriate  for these telephone
         subsidiaries.

         One LEC, Mid-Plains, discontinued applying FAS 71 in the second quarter
         of 1996 (see Note 3).  Two other  telephone  subsidiaries  continue  to
         apply FAS 71 because the  Company  believes  FAS 71 criteria  are still
         being met; and therefore,  has no current plans to change its method of
         accounting.  In analyzing the effects of discontinuing  the application
         of FAS 71,  management  has  determined  that the useful lives of plant
         assets used for  regulatory  purposes  are  consistent  with  generally
         accepted  accounting   principles  and  therefore  any  adjustments  to
         accumulated depreciation would be immaterial, as would be the write-off
         of regulatory assets and liabilities.

         PROPERTY, PLANT AND EQUIPMENT
         Plant in service and under  construction is stated at the original cost
         of construction  including the  capitalized  costs of certain taxes and
         payroll-related  expenses. Normal retirements of telephone property are
         charged  against  accumulated  depreciation  along  with  the  costs of
         removal less salvage,  with no gain or loss  recognition.  Renewals and
         betterments  of telephone  plant and  equipment are  capitalized  while
         repairs,  as well as renewals of minor items,  are charged to operating
         expenses.  When  non-telephone  property is sold or retired,  a gain or
         loss is recognized.

         Depreciation is provided for primarily on the straight-line  basis over
         the estimated economic lives of the assets.

         INVENTORIES
         Inventories are stated at the lower of cost or market.

         The cost of materials and supplies  inventory,  which is used primarily
         for the construction of telephone  plant, is determined  principally by
         the average cost method.



<PAGE>



                        CHORUS COMMUNICATIONS GROUP, LTD.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         The cost of communications systems and parts inventory,  held primarily
         for sale and servicing of telephone systems, is determined  principally
         by the First-In, First-Out (FIFO) method.

         INCOME TAXES
         Chorus will file a consolidated federal income tax return.

         Income taxes are accounted for using a liability method and provide for
         the tax effects of transactions reported in the consolidated  financial
         statements  including both taxes  currently due and deferred.  Deferred
         taxes reflect the net tax effects of temporary  differences between the
         carrying  amounts of assets and  liabilities  for  financial  reporting
         purposes and the amounts used for income tax purposes. The deferred tax
         assets and liabilities  represent the future tax return consequences of
         those differences,  which will either be taxable or deductible when the
         assets and liabilities are recovered or settled.

         Investment  tax credits  (ITC),  which were  deferred  prior to the Tax
         Reform  Act of 1986,  are  being  amortized  over the life of the plant
         which produced the ITC.

         REVENUE RECOGNITION
         Chorus  recognizes  revenues  when earned,  regardless of the period in
         which they are billed.

                  Local Exchange Carrier Services - Chorus' LECs are required to
                  provide  service and grant credit to subscribers  within their
                  defined service territory.

                  Local network service  revenues are recognized over the period
                  a subscriber is connected to the telephone network.

                  Network access is derived from charges for access to the LECs'
                  networks.  The interstate portion of access revenues are based
                  on an average schedule company settlement formula administered
                  by  the  National   Exchange  Carrier   Association  which  is
                  regulated  by  the  FCC.  The  intrastate  portion  of  access
                  revenues are based on individual  company tariff access charge
                  structures  approved by the PSCW.  The tariffs  developed from
                  these methods are used to


<PAGE>



                        CHORUS COMMUNICATIONS GROUP, LTD.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                  charge the connecting carriers and recognize revenues in the
                  period the traffic is transported.

                  System  Sales and  Services  Revenues - Revenues  from  system
                  sales and services are derived from the sale, installation and
                  servicing of deregulated communications systems. Chorus grants
                  credit to customers,  substantially all of whom are located in
                  Southern Wisconsin.

                  Customer  contracts for sales and  installations are accounted
                  for  using  the  completed-contract  method  which  recognizes
                  income only if the contract is completed, or substantially so.

                  Other  Services  and  Sales  -  Other  revenues  include  long
                  distance,  Internet services and directory  publishing.  These
                  revenues  are  recognized  over the  period the  services  are
                  provided.

         TEMPORARY INVESTMENTS
         Cash investments with original  maturities of three months to 12 months
         are  classified as temporary  investments.  Temporary  investments  are
         stated at cost which  approximates  market  value.  All highly  liquid,
         short-term  investments  with an original  maturity of three  months or
         less are considered to be cash equivalents.

         The Company  maintains  its cash in bank  deposit  accounts  which,  at
         times,  may  exceed  federally  insured  limits.  The  Company  has not
         experienced any losses in such accounts. The company believes it is not
         exposed to any significant credit risk on cash and cash equivalents.

         EARNINGS PER SHARE
         Earnings  per share are computed by dividing net income by the weighted
         average number of shares of common stock outstanding.

2.       MERGER INFORMATION

         Combined  and separate  results of  Mid-Plains  and Pioneer  during the
         periods preceding the Mergers (see Note 1) were as follows:






<PAGE>



                        CHORUS COMMUNICATIONS GROUP, LTD.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.       MERGER INFORMATION (Continued)
         <TABLE>
                                                   Total Revenues      Net
         (In thousands)                              And Sales        Income
         <S>                                        <C>                <C>
         Three months ended March 31, 1997
         (Unaudited)
         Mid-Plains                                 $ 6,796           $   697
         Pioneer                                      1,572               283
                                                    -------           -------
         Combined                                   $ 8,368           $   980
                                                    -------           -------

         Year ended December 31, 1996
         Mid-Plains                                 $27,087           $ 1,660
         Pioneer                                      6,094             1,299
                                                    -------           -------
         Combined                                   $33,181           $ 2,959
                                                    -------           -------

         Year ended December 31, 1995
         Mid-Plains                                 $24,578           $ 3,425
         Pioneer                                      5,961             1,147
                                                    -------           -------
         Combined                                   $30,539           $ 4,572
                                                    -------           -------
         </TABLE>
         There were no transactions between Mid-Plains and Pioneer prior to the
         combination.

3.       EXTRAORDINARY CHARGE

         In response to  legislation,  an alternative  plan of regulation and in
         recognition of potential increased competition, Mid-Plains discontinued
         the use of FAS 71 in the  second  quarter  of 1996.  As a result of the
         decision to  discontinue  applying  FAS 71 to  Mid-Plains,  the company
         recorded a noncash, after-tax extraordinary charge of $1.8 million (net
         of tax  benefits of $1.1  million),  or $0.67 per share,  in the second
         quarter of 1996.  The charge  primarily  represented a reduction in the
         net book value of Mid-Plains'  telephone plant and equipment through an
         increase  in  accumulated   depreciation.   Mid-Plains   shortened  the
         depreciable  lives of its  telephone  plant and  equipment in 1996,  as
         follows:
                                                 Depreciable Lives:
         Asset Category                        Before             After
         Digital Switching Equipment            13                  10
         Underground Metallic Cable             28                  20
         Buried Metallic Cable                  23                  19




<PAGE>



                        CHORUS COMMUNICATIONS GROUP, LTD.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.       LONG-TERM DEBT

         Long-term debt as of December 31, 1997 and 1996 is as follows:

                                        Interest                  December 31,
                                         Rates    Maturities     1997     1996
                                         -----    ----------     ----     ----
    In Thousands
    Registered Subordinate Debentures     8%       2000        $5,000   $5,000

    Mortgage notes -
         RUS                           2% to 5%    1998-2017      564      602
         FCC                              6.25%    1998-2007    2,598       -
         RTB                           4% to 8%    1998-2017    2,495    2,857
         RTFC                      6.7% to 7.4%*   1998-2012    7,976    7,401**
         Anchorbank                       7.75%*** 1998-2017    3,993        -
                                                               ------   ------
                                                               22,626   15,860
    Less current portion                                         (614)    (383)
                                                               ------   ------

    Long-term debt                                            $22,012  $15,477
                                                              =======  =======

  *      Variable rate based on RTFC's cost except for $4 million fixed at 7.4%
         on February 13, 1998.
  **     After  giving  effect to  February  1997  refinancing  of $2.6  million
         mortgage notes and $4.8 million notes payable to banks.
  ***    Fixed through November 2002.

         During 1997, Chorus, in a non-cash  transaction,  incurred $2.6 million
         in long-term debt related to the acquisition of the F-block PCS license
         (see Note 15).

         Substantially  all assets of Chorus are  pledged  as  security  for the
         long-term debt under loan agreements  with the Rural Utilities  Service
         (RUS),  the Rural  Telephone Bank (RTB),  the Rural  Telephone  Finance
         Cooperative  (RTFC)  or  Anchorbank.  The PCS  license  is  pledged  as
         security for the long-term debt under a loan agreement with the Federal
         Communications Commission (FCC).

         Under the RTFC  loan,  Subordinated  Capital  Certificates  (SCCs)  are
         required to be purchased equal to 5% of the advanced  amount.  SCCs are
         noninterest- bearing and are returned as the loan is repaid.

         Cash paid for interest for 1997,  1996 and 1995,  totaled $1.3 million,
         $1.3 million, and $1.2 million, respectively.



<PAGE>



                      CHORUS COMMUNICATIONS GROUP, LTD.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.       LONG-TERM DEBT (Continued)

         Of the funds available under RTB and RTFC approved loans,  $4.4 million
         remained  unadvanced for local exchange carrier purposes as of December
         31, 1997. In addition,  under the RTFC loans $9 million is available to
         invest in PCS Wisconsin  (see Note 15) and $0.2 million is available to
         purchase SCCs as of December 31, 1997.

         The annual requirements for principal  repayments on long-term debt are
         approximately $0.6 million,  $0.7 million,  $5.7 million, $0.7 million,
         and $0.8 million for the years 1998 through 2002, respectively.

5.       SHORT-TERM FINANCING

         The table below contains information related to short-term financing:
      <TABLE>
                                             Year Ended December 31,
                                         1997          1996          1995
      In Thousands
      <S>                                <C>           <C>           <C>
      Balance of notes payable to
        banks at end of year             $1,328        $    *        $4,440
      Weighted average interest rate
        at end of year                    8.35%         8.10%         8.30%
      Maximum amount outstanding
        during year                      $4,812        $5,682        $4,440
      Average amount outstanding
        during year                       $ 786        $3,864        $1,619
      Weighted average interest
        rate during the year              8.32%         8.10%         8.80%

         *The  balance  of  notes  payable  to banks at  December  31,  1996 was
         included in long-term debt due to refinancing (See note 4).
      </TABLE>
         Chorus and its subsidiaries had available unused lines-of-credit of $10
         million at December 31, 1997.




<PAGE>




                               CHORUS COMMUNICATIONS GROUP, LTD.

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.       PROPERTY, PLANT AND EQUIPMENT

         The components of property, plant and equipment were as follows:
         <TABLE>
                                                   December 31,
                                                1997          1996
         In Thousands
         <S>                                   <C>           <C>
         Land                                $ 1,368       $   444
         Buildings                             8,025         4,369
         Digital switching equipment          18,912        20,370
         Cable, wiring and conduit            32,541        29,920
         Other                                 7,479         7,367
         Under construction                       -             94
                                             -------       -------
                                              68,325        62,564
         Less accumulated depreciation       (27,667)      (28,162)
                                             -------       -------
         Total property, plant and equipment $40,658       $34,402
                                             =======       =======
         </TABLE>
         Depreciation  expense for LECs in 1997, 1996 and 1995 was equivalent to
         a composite average percentage of 7.5%, 7.3% and 7.2%, respectively.

7.       RESTRICTION ON COMMON STOCK DIVIDENDS

         At December 31, 1997, all of the  consolidated  retained  earnings were
         available for the payment of cash  dividends on shares of Chorus common
         stock.

         However,  certain LECs may not transfer funds to the parent in the form
         of  cash   dividends,   loans  or  advances  until  certain   financial
         requirements  of their  mortgages  have been met. Of the $13.7  million
         underlying retained earnings of all Chorus subsidiaries at December 31,
         1997,  $5.7 million was  available  for the payment of dividends on the
         subsidiaries' common stock.

8.       CELLULAR LIMITED PARTNERSHIP INTERESTS

         The  following  is a  summary  of  the  Company's  limited  partnership
         interests  through  which  cellular  telephone  service is  provided in
         Wisconsin Standard


<PAGE>



                          CHORUS COMMUNICATIONS GROUP, LTD.

                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.       CELLULAR LIMITED PARTNERSHIP INTERESTS (Continued)

         Metropolitan Statistical Area (SMSA) and Rural Statistical Areas (RSA)
         (See Note 15).
                                                              December 31,
                                                           1997         1996
                  In Thousands
                  18.1% Interest in Madison SMSA           $3,649      $4,102
                  2.0% Interest in Wisconsin RSA 8             66          66
                                                           ------      ------
                                                           $3,715      $4,168

9.       PERSONAL COMMUNICATION SERVICES LICENSE

         PCS Wisconsin,  LLC.  (PCS-WI) holds an F-block license which allows it
         to  construct  and operate a personal  communications  services  system
         (PCS) in ten counties in Southern Wisconsin.  The license is carried at
         cost including  acquisition  costs and interest charges which are being
         capitalized prior to being operational.  For 1997, interest of $130,000
         was capitalized. (See Note 15).

         Mid-Plains (see Note 1) owns 75% of PCS-WI with the remaining 25% held
         by a minority interest.

10.      FAIR VALUE OF FINANCIAL INSTRUMENTS

         The  carrying   amounts  of  cash  and  cash   equivalents,   temporary
         investments  and  short-term  debt  are  based  on face  amounts  which
         approximate fair value.

         After  giving  effect to  refinancing  (see Note 4),  the fair value of
         long-term debt,  estimated using discounted cash flow analysis based on
         Chorus'  estimated  current  incremental  borrowing rates for debt with
         similar terms, was as follows:
                                                  1997             1996
                                                  ----             ----
               In Thousands
               Carrying amount                    $22,626          $15,860
               Fair market value                  $22,565          $16,081

         It  was  not   practicable  to  estimate  the  fair  value  of  Chorus'
         investments in the cellular limited  partnership  interests  because of
         lack of quoted market prices.  The carrying amount at December 31, 1997
         is based upon the cost method of accounting.  Management  believes this
         amount is not impaired (see Notes 8 and 15).




<PAGE>



                              CHORUS COMMUNICATIONS GROUP, LTD.

                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.   INCOME TAXES

      The components of income tax expense were as follows:
      <TABLE>
                                            Year Ended December 31,
                                         1997         1996         1995
      In Thousands
      <S>                                <C>           <C>          <C>
      Current:
          Federal                        $2,751       $1,888       $1,881
          State                             703          521          486
      Deferred:
          Federal                          (153)         493          340
          State                             (24)         107          171
      Amortization of deferred
          investment tax credits            (59)         (77)         (97)
                                         ------       ------       ------
          Total income tax expense       $3,218       $2,932       $2,781
                                         ======       ======       ======
      </TABLE>
         Cash  paid for  income  taxes  for  1997,  1996 and 1995  totaled  $3.5
         million, $2.1 million and $2.5 million, respectively.

         The following is a reconciliation  of the statutory  federal income tax
         rate of 34% to Chorus' effective income tax rate.
         <TABLE>
                                                 Year Ended December 31,
                                              1997         1996         1995
         <S>                                  <C>          <C>          <C>
         Statutory federal income tax
           rate                               34.0%        34.0%        34.0%
         State income taxes, net of
           federal benefit                     5.2          5.4          5.5
         Amortization of investment tax
           credits                             (.7)        (1.0)        (1.3)
         Amortization of excess deferred
           federal taxes                         -          (.3)         (.5)
         Other differences                       -           .1           .1
                                              -----        -----        -----
         Effective income tax rate            38.5%        38.2%        37.8%
                                              =====        =====        =====
         </TABLE>

<PAGE>



                            CHORUS COMMUNICATIONS GROUP, LTD.

                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.      INCOME TAXES (Continued)

     The components of Chorus' deferred tax asset (liability) were as follows:
         <TABLE>
                                                        December 31,
                                                    1997         1996
        In Thousands
        <S>                                         <C>          <C>
        Deferred tax asset:
           Pension                                $  306      $      -
        Merger costs                                 109            14
           Compensated absences                      292           242
           Deferred compensation                     131           115
        Deferred income                              105           102
        Other                                        254           242
                                                  -------       -------
          Deferred tax asset                       1,197           715
                                                  -------       -------

         Deferred tax liability:
           Property, plant and equipment
             depreciation                         (3,317)       (2,608)
           Cellular interest                        (639)         (954)
           Unamortized investment tax credit        (114)         (186)
           Other                                      (6)          (61)
                                                 --------       -------
             Deferred tax liabilities             (4,076)       (3,809)
                                                 --------       -------

         Net deferred tax liability               (2,879)       (3,094)
         Less: Current deferred tax asset           (263)         (237)
                                                 --------      --------
             Long-term deferred tax liability    $(3,142)      $(3,331)
         </TABLE>
12.      BENEFIT PLANS

         PENSION PLAN
         Mid-Plains  (See  Note  1) has a  pension  plan  covering  most  of the
         employees of its telephone operations. The plan is non-contributory and
         provides  for benefits to be paid to eligible  employees at  retirement
         based primarily upon years of service with Mid-Plains and  compensation
         rates  near  retirement.  Mid-  Plains'  funding  policy  has  been  to
         contribute  annually  an amount up to the  maximum  amount  that can be
         deducted for federal income tax purposes.  Plan assets consist of fixed
         income securities.




<PAGE>



                              CHORUS COMMUNICATIONS GROUP, LTD.

                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.      BENEFIT PLANS (Continued)

         The components of net pension costs are as follows:
         <TABLE>
                                                 Year Ended December 31,
                                                1997          1996         1995
         In Thousands
         <S>                                    <C>           <C>          <C>
         Service cost - benefits earned
           during the period                   $ 624         $ 506        $ 494
         Interest cost on projected benefit
           obligation                            590           488          454
         Actual return on plan assets           (680)         (228)        (719)
         Net amortization and deferral           241          (201)         403
                                               ------        ------       -----
         Net pension cost                      $ 775         $ 565        $ 632
                                               ======        ======       =====
         </TABLE>
         On December 17, 1996,  the Company  amended its pension plan to provide
         for its termination. Pension plan benefits cease to accrue to employees
         as of April 15, 1997, the effective  date of pension plan  termination.
         Regulatory approval is pending.  These events resulted in a curtailment
         charge of $4,000 in 1997.

         <TABLE>
                                                  1997        1996       1995
                                                  ----        ----       ----
         <S>                                      <C>         <C>        <C>
         Actuarial Assumptions -
           Discount Rate - interest rate used to
            adjust for the time value of money    4.50%       6.50%      6.50%
           Assumed rate of increase in
            compensation levels                   5.29%       5.26%      5.30%
           Expected long-term rate of return
            on pension assets                     7.75%       7.75%      7.75%
         </TABLE>





<PAGE>



                          CHORUS COMMUNICATIONS GROUP, LTD.

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.      BENEFIT PLANS (Continued)

         The following table presents the funded status of the plan at October 1
         for the year ended December 31.
<TABLE>
                                                 1997             1996
                                                ------           -----
In Thousands
<S>                                              <C>              <C>
Vested benefit obligation                      $ 7,836          $ 5,717
Non-vested benefit obligation                        -              119
                                               -------          -------
Total actuarial present value of
  accumulated benefit obligation                $7,836          $ 5,836
                                               =======          =======
Projected benefit obligation for
  service rendered to date                     $(7,836)         $(9,124)
Plan assets at fair value as of
  October 1                                      7,055            6,748
                                               -------          -------
Plan assets less than
  projected benefit obligation                    (781)          (2,376)
Unrecognized loss on assets                         73            2,135
Unrecognized net asset at transition               (73)             (94)
Unrecognized prior service cost                      -              333
                                               -------          -------
Accrued pension cost at December 31            $  (781)         $    (2)
                                               =======          =======
</TABLE>
401(k) BENEFIT PLANS
Chorus sponsors defined  contribution  401(k) benefit plans to substantially all
full-time   employees.   Under  the  plans,   the  Company   provides   matching
contributions based on qualified employee contributions.  Matching contributions
were as follows: 1997 - $382,000, 1996 - $234,000, and 1995 - $219,000.

STOCK PLANS
Prior  to the  Mergers,  Mid-Plains  had a stock  purchase  plan  which  allowed
employees and directors to purchase limited  quantities of stock. The plan had a
pricing policy under which employees, other than officers, could purchase shares
at a discounted market price and officers and directors could buy shares at full
market price. Purchases under the plan were as follows: 1997 - $103,000,  1996 -
$220,000 and 1995 - $282,000.

Pioneer  (see Note 1)  previously  had a Director  Stock  Option Plan (the Plan)
which was terminated  effective  January 2, 1996. The Plan granted each director
the option to purchase up to 200 shares of stock  annually in lieu of  receiving
director fees or other compensation. In 1995, the directors purchased $78,000 in
options,  increasing  the granted  options to 35,200  shares.  When the Plan was
terminated in 1996, all shares subject to the granted options were exercised for
a total of $9,000.




<PAGE>


                           CHORUS COMMUNICATIONS GROUP, LTD.

                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.      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.  The system sales and
         services segment sells business  systems and provides  installation and
         service to a base of customers  throughout Southern  Wisconsin.  Chorus
         also has operations in long distance,  Internet services, and directory
         publishing that do not meet the quantitative  thresholds for reportable
         segments.

         Chorus' reportable  business segments are strategic business units that
         offer  different  products  and  services.   Each  segment  is  managed
         separately  primarily  because  of  different  products,  services  and
         regulatory  environments.  LEC segments have been aggregated because of
         their similar characteristics.

         The segments'  accounting  policies are the same as those  described in
         the  summary of  significant  accounting  policies.  As required by the
         PSCW,  transfers to LECs are  accounted  for at lower of cost or market
         however,  costs to and between  other  segments  are  accounted  for at
         market value.


         <TABLE>
                                                            1997
                                         Local     System
                                         Exchange  Sales and
                                         Carriers  Services    Other   Total
         In Thousands
         <S>                              <C>       <C>         <C>     <C>
         Revenues and sales -
           External customers            $24,006    $ 7,123    $5,208  $36,337
         Intersegment revenues and sales   1,282          -       248    1,530
         Interest revenue                    222         42       135      399
         Interest expense                  1,260          -       115    1,375
         Depreciation and amortization     4,521        122       121    4,764
         Segment profit (loss)             4,857        382      (133)   5,106
         Segment assets                   47,220      3,630    12,552   63,402
         Expenditures for segment assets   6,523         78     4,657   11,258
         </TABLE>








<PAGE>



                               CHORUS COMMUNICATIONS GROUP, LTD.

                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.      OPERATING SEGMENTS (Continued)
         <TABLE>
                                                     1996
                                          Local     System
                                          Exchange  Sales and
                                          Carriers  Services   Other    Total
         In Thousands
         <S>                              <C>        <C>       <C>       <C>
         Revenues and sales -
           External customers            $22,867    $ 7,538    $2,776   $33,181
         Intersegment revenues and sales     635          -        50       685
         Interest revenue                    148         36        94       278
         Interest expense                  1,408          3        44     1,455
         Depreciation and amortization     4,158        108        68     4,334
         Extraordinary item                1,782          -         -     1,782
         Segment profit (loss)             4,631        484      (377)    4,738
         Segment assets                   46,377      3,732     4,143    54,252
         Expenditures for segment assets   6,220        104       123     6,447
         </TABLE>

         <TABLE>
                                                       1995
                                          Local     System
                                          Exchange  Sales and
                                          Carriers  Services   Other    Total
         <S>                              <C>        <C>        <C>      <C>
         In Thousands
         Revenues and sales -
           External customers            $21,480    $ 6,768    $2,291  $30,539
         Intersegment revenues and sales     577          -        50      627
         Interest revenue                    134         23        55      212
         Interest expense                  1,201         28        11    1,240
         Depreciation and amortization     3,785        115        54    3,954
         Segment profit (loss)             4,653        237      (318)   4,572
         Segment assets                   47,243      3,144     2,364   52,751
         Expenditures for segment assets   7,509        129        27    7,665
         </TABLE>


<PAGE>



                           CHORUS COMMUNICATIONS GROUP, LTD.

                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


13.      OPERATING SEGMENTS (Continued)
         <TABLE>
         Reconciliation of Segment Information       1997       1996      1995
                                                     ----       ----      ----
         In Thousands
         <S>                                         <C>        <C>       <C>
         Revenues and Sales
         Total revenues and sales for reportable
           segments                                $32,411     $31,040   $28,825
         Other revenues                              5,456       2,826     2,341
         Elimination of intersegment revenues
           and sales                                (1,530)       (685)    (627)
                                                   -------     -------   -------
         Consolidated revenues                     $36,337     $33,181   $30,539
                                                   =======     =======   =======

         Profit
         Total profit for reportable segments      $ 5,239     $ 5,115   $ 4,890
         Other profit (loss)                          (133)       (377)    (318)
         Unallocated amounts:
        Non-operating segment                            2           -         -
           Extraordinary charge                          -      (1,782)        -
           Minority interest                            28           3         -
                                                   -------     -------   -------
                  Net Income                       $ 5,136     $ 2,959   $ 4,572
                                                   =======     =======   =======

         Assets
         Total assets for reportable segments*     $50,850     $50,109   $50,837
         Other assets                               12,552       4,143     2,364
         Elimination of intercompany receivables    (1,774)     (2,544)    (705)
         Non-operating segment                         800           -         -
         Minority interest                             326          (3)        -
                                                   -------     -------   -------
                  Consolidated assets              $62,754     $51,705   $52,046
                                                   =======     =======   =======
         </TABLE>

         *The depreciation of Chorus' headquarters building, acquired in October
         1997, is allocated to segments  using its  facilities.  The related net
         cost of $4.4 million at December 31, 1997 is not allocated but included
         in the other segment assets.











<PAGE>



                              CHORUS COMMUNICATIONS GROUP, LTD.

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.      OPERATING SEGMENTS (Continued)

         Consolidated   Interest  Expense  includes   intercompany  activity  of
         $74,000, $47,200, and $37,000 for 1997, 1996 and 1995, respectively.

         Major Customer Information
         The percentage of revenues for long-distance services provided to local
         exchange  carriers  which  exceeded  10% of  LEC  revenues  were:  AT&T
         Communications, Inc. 19% in 1997, 28% in 1996, and 31% in 1995; MCI 11%
         in 1997, 14% in 1996 and 12% in 1995;  Ameritech 17% in 1996 and 21% in
         1995. No other customer accounted for more than 10% of total revenues.

14.      SUBSEQUENT EVENT

         On January 28,  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 20,000 shares of
         common stock and cash and notes  totaling $1.0  million.  Additionally,
         Chorus  entered into  covenants not to compete with the prior owner for
         $0.4 million. The acquisitions will be accounted for under the purchase
         method of accounting.

         The ComputerPLUS is a network systems integrator and computer reseller.
         IntraNet,  Inc. is an Internet  provider.  The  companies  had combined
         sales and revenues of $9.2  million,  $8.8 million and $7.1 million for
         their fiscal years 1997, 1996 and 1995, respectively.  The acquisitions
         are not  expected  to have a  material  impact on  Chorus'  results  of
         operations in 1998.

15.      COMMITMENTS AND CONTINGENCIES

         Capital  expenditures  for 1998 are  estimated  at $10.5  million,  and
         substantial   commitments  have  been  made  in  connection  with  such
         expectations.

         PCS LICENSE
         PCS-WI (see Note 9) is  required  by the FCC to  construct a PCS system
         providing service to at least 25% of the population in the license area
         within five years of the grant of the license.  The license was granted
         on April 28, 1997.

         The Company is studying  options as to  development,  construction  and
         introduction of PCS service. Buildout would require substantial capital
         and  operating  expenditures  over the next  several  years in a highly
         competitive market.






<PAGE>



                            CHORUS COMMUNICATIONS GROUP, LTD.


                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.      COMMITMENTS AND CONTINGENCIES (Continued)

         CELLULAR LIMITED PARTNERSHIP LITIGATION
         After  PCS-WI was a successful  bidder for a PCS license,  the cellular
         partnership's  general  partner  (See  Note 8)  discontinued  providing
         Mid-Plains with  substantially  all of the information to which limited
         partners are entitled.  Mid-Plains has,  however,  continued to receive
         distributions from the partnership.  The partnership's  general partner
         claims that Mid-Plains is in violation of the partnership  agreement as
         a result of holding a PCS license in an area that is  partially  served
         by the  cellular  partnership.  Mid-Plains  believes  that  none of its
         actions  conflict with the partnership  interests and that it continues
         to be a limited partner in good standing in the partnership. Mid-Plains
         has  commenced  an action for  declaratory  relief in the Dane  County,
         Wisconsin Circuit Court to resolve the dispute.

         PSCW LITIGATION
         In June 1997, the PSCW issued orders  authorizing  two  companies,  KMC
         Telecom,  Inc.  ("KMC") and TDS Datacom,  Inc. ("TDS") to provide local
         exchange service in the Mid-Plains service territory.  As part of these
         orders,  the PSCW held that Mid-Plains was no longer entitled to either
         an exclusive  franchise  under state law or a rural  telephone  company
         exemption  under  federal law. The PSCW  concluded  that as a result of
         Mid-Plains  entering into an  alternative  regulatory  plan in 1996, it
         impliedly waived its federal and state law rights. Mid-Plains disagreed
         and filed a petition  for  judicial  review in Dane  County,  Wisconsin
         Circuit Court. While the outcome of the petition was pending,  the PSCW
         ordered Mid-Plains to participate in an arbitration proceeding with TDS
         regarding the terms and conditions of an interconnection agreement.

         In December  1997, the Dane County,  Wisconsin  Circuit Court held that
         the PSCW  record  was not  sufficient  to  support a finding of implied
         consent  or waiver by  Mid-Plains  and  ordered  the PSCW to  conduct a
         hearing to determine  whether Mid- Plains'  adoption of its alternative
         regulatory plan constituted  consent to entry of competitors within its
         franchise  territory and waiver of its federal rural telephone  company
         exemption.  Notwithstanding  the  ruling,  the PSCW has ordered TDS and
         Mid-Plains  to enter into an  interconnection  agreement  issued by the
         arbitration panel in January 1998.  Mid-Plains has appealed that order.
         The  PSCW is in the  process  of  commencing  a  proceeding  to  review
         Mid-Plains'  state  franchise and federal rural  exemption.  Mid-Plains
         also has another  related  petition for review  pending before the Dane
         County,  Wisconsin Circuit Court.  While Mid-Plains intends to continue
         to defend  its  right to have its state  franchise  and  federal  rural
         telephone company exemption determined under due


<PAGE>



                            CHORUS COMMUNICATIONS GROUP, LTD.

                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.      COMMITMENTS AND CONTINGENCIES (Continued)

         process of the law, it expects that  competition will have some adverse
         effect upon its  revenues  in the future.  The extent of that effect is
         unknown at this time.

16.      QUARTERLY FINANCIAL INFORMATION (Unaudited):
         <TABLE>
                                                     Quarter Ended
                                      March 31    June 30    Sept. 30    Dec.31
         In Thousands Except For Per Share Data
         <S>                           <C>         <C>        <C>       <C>
         1997
         Operating Revenues            $8,368      $8,996     $9,590    $9,383
         Operating Income              $1,780      $2,555     $2,823    $2,142
         Net Income                    $  980      $1,445     $1,539    $1,172
         Earnings per Share            $  .36      $  .54     $  .57    $  .44

         1996
         Operating Revenues            $8,084      $7,901     $8,810    $8,386
         Operating Income              $2,177      $2,142     $2,455    $2,069
         Income before Extraordinary
           Charge                      $1,156      $1,185     $1,282    $1,118
         Net Income (loss)             $1,156      $ (597)    $1,282    $1,118
         Earnings per Share            $  .43      $ (.22)    $  .48    $  .41
         </TABLE>
         The second  quarter of 1996  includes a $1.8  million  ($.67 per share)
         after tax charge related to the  discontinuance  of applying FAS 71, as
         discussed in Note 3 above.

















<PAGE>



Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.

None.


PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The executive officers and directors of Chorus are as follows:
<TABLE>
Name                            Age  Position
<S>                             <C>  <C>
Dean W. Voeks                   55   Chief Executive Officer and Director:
                                       1998 <F3>

Howard G. Hopeman               54   Executive Vice President and
                                       Chief Financial Officer
Darold J. Londo                 33   Vice President, Human Resources

Daniel J. Stein                 43   Executive Vice President of subsidiary,
                                       MPCS
Fredrick E. Urben               56   Secretary & Treasurer

G. Burton Bloch<F1>             76   Director: 1999<F3>

Charles Maulbetsch<F1><F2>      63   Director: 1999<F3>

Harold L.(Lee) Swanson<F1><F2>  60   Director: 2000<F3>

Douglas J. Timmerman<F1>        57   Director: 1998<F3>
----------
<FN>
<F1>Member of Compensation Committee
<F2>Member of Audit Committee
<F3>Annual Meeting at which current director term expires
</FN>
</TABLE>
Dean W. Voeks is Chief  Executive Officer of Chorus; President and director of:
Mid-Plains and MPCS since 1991, The  ComputerPLUS and IntraNet since January of
1998; a director of Pioneer  since 1997; also a director of First Business Bank
of Madison.

Howard G. Hopeman is executive  vice  president and chief  financial  officer of
Chorus.  He has also served as Vice  President  and Chief  Financial  Officer of
Mid-Plains since 1989 and is Secretary and Treasurer of MPCS.




<PAGE>



Darold J. Londo is Vice  President of Human  Resources of Chorus and  Mid-Plains
since joining the organization in December of 1997. Prior to this, Mr. Londo was
an attorney for Axley Brynelson, Attorneys and Counselors, since 1993.

Daniel J. Stein has served as Executive  Vice  President of MPCS for the past 11
years.

Fredrick E. Urben is Secretary & Treasurer of Chorus and Mid-Plains.  Mr. Urben
has been an officer of Mid-Plains since 1972 and a Director of Mid-Plains since
1977.

G. Burton Bloch is a retired dentist;  Secretary and a director of Pioneer since
1987 and Farmers since 1975.

Charles Maulbetsch was a Vice President of Middleton Community Bank from January
1, 1995  until his  retirement  December 31, 1995;  prior  to that he was a Bank
Consultant; also a director of  Mid-Plains  since 1981, and  Middleton Community
Bank.

Harold L.(Lee) Swanson is Chief Executive  Officer,  President and a director of
State  Bank of Cross  Plains  of which he has been  associated  with for over 32
years;  a director of  Mid-Plains  since 1981;  also a director of Madison Gas &
Electric. Mr.
Swanson is Chairman of the Compensation Committee.

Douglas J. Timmerman is Chief Executive Officer and a director of AnchorBank and
Anchor BanCorp Wisconsin,  Inc. of which he has been associated with for over 20
years;  President of Pioneer;  Director of Mid-Plains,  Pioneer,  and Farmers as
well as Credit  Bureau  of  Madison,  Federal  Home  Loan  Bank of  Chicago  and
Wisconsin Cheeseman, Inc.

Item 11.  EXECUTIVE COMPENSATION

Compensation of Directors

Effective June 1, 1997, the date of the reorganization of Mid-Plains and Pioneer
as subsidiaries of Chorus (the  "Mergers"),  the total annual director fees that
Messrs. Bloch, Maulbetsch,  Swanson and Timmerman receive for serving on Chorus'
Board, and any subsidiary  boards,  was set at $20,000.  In addition,  Mr. Bloch
receives  officer  salaries  totaling $5,500 for serving as Secretary of Pioneer
and Farmers.  Mr. Timmerman  receives an officer salary of $3,400 for serving as
President of Pioneer.  Mr. Voeks did not receive any director  fees.  The Chorus
Board of Directors met three times in 1997. All directors attended more than 75%
of the total  number of meetings  of the Board and the total  number of meetings
held by all committees of the Board on which they served.

The following table  summarizes the compensation for the fiscal years 1995, 1996
and 1997 of the Chief Executive  Officer and two other executive  officers whose
compensation exceeded $100,000 for fiscal year 1997.





<PAGE>


<TABLE>
                       SUMMARY COMPENSATION TABLE

Name and                              Annual Compensation       All Other
Principal Position           Year       Salary    Bonus       Compensation<F1>
<S>                          <C>      <C>        <C>             <C>
Dean W. Voeks:               1997     $150,000   $45,000         $9,500
 Chief Executive Officer     1996     $145,000   $35,000         $7,560
                             1995     $140,000   $25,000         $6,930

Howard G. Hopeman:           1997     $100,500   $20,000         $7,691
 Executive Vice President    1996     $ 97,000   $15,000         $4,704
 and Chief Financial         1995     $ 93,500   $11,000         $4,389
 Officer

Daniel J. Stein:             1997     $ 86,000   $10,000         $6,079
 Executive Vice President    1996     $ 83,000   $ 2,500         $3,218
 of MPCS                     1995     $ 80,000   $ 5,000         $3,570

<FN>
<F1>Company matching contribution to defined contribution 401(k) benefit plan.
</FN>
</TABLE>

                     REPORT OF THE COMPENSATION COMMITTEE

         In February 1997, prior to the Mergers,  the 1997 salary for Mr. Voeks,
Chief Executive Officer,  was set by Mid-Plains'  Compensation  Committee.  This
committee  included  Messrs.  Maulbetsch  and Swanson  and the other  Mid-Plains
outside directors.  Mid-Plains'  Compensation  Committee considered  performance
factors such as revenues,  earnings and other  available  financial  criteria in
determining his salary.

         At the time the 1997 salary  level was set for Mr.  Voeks,  Mid-Plains'
Compensation  Committee  reviewed Company  performance for 1996. The information
showed  a 10%  increase  in  revenues  for 1996  over  1995  and  Income  before
Extraordinary Item as being level between 1996 and 1995.

         In March 1998, Chorus'  Compensation  Committee reviewed Mr.Voeks' 1997
salary and set a bonus for 1997 at $45,000.  The bonus was determined based on a
comparison  of Mr.  Voeks'  compensation  level  with  those of chief  executive
officers included in two compensation surveys prepared by independent  telephone
company associations.  Chorus' Compensation Committee determined that Mr. Voeks'
compensation  level should be at the 90 percent level of these  studies  because
the studies included many smaller rural telephone companies and cooperatives. In
addition,  Chorus'  Compensation  Committee  reviewed salary  information from a
survey of similar sized electronic and technology companies.




<PAGE>



Mr. Voeks sets the salaries for other executive officers and determines
their bonuses based on Company performance and pre-established goals.



                             COMPENSATION COMMITTEE


        G. Burton Bloch                             Harold L. (Lee) Swanson
        Charles Maulbetsch                          Douglas J. Timmerman



                  COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

         Security and Exchange  Commission rules require that the Company show a
graphical  comparison  of the total return on its common stock for the last five
fiscal years with the total  returns of a broad market index and a more narrowly
focused  industry  or group  index.  (Total  return is  defined as the return on
common  stock  including  dividends  and  stock  price  appreciation,   assuming
reinvestment  of dividends.) The Company has selected the Standard & Poors (S&P)
500 Index for the broad  market  index,  and an S&P 500  Telephone  Index as the
industry index.  These indices were selected because of their broad availability
and  recognition.  The  Company  was  formed  on June 1, 1997 as a result of the
Mergers.  The total  return  for the  Company  is based on the  total  return on
Chorus' common stock beginning June 1997 and  Mid-Plains'  common stock prior to
the June 1997  Mergers.  The  following  chart  compares  the total return of an
investment of $100 in Company  (Chorus/Mid-Plains)  common stock on December 31,
1992, with like returns for the S&P 500 and S&P 500 Telephone indices.


                 COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
                              CHORUS/MID-PLAINS
                       S&P 500 and S&P Telephone Indices

                          [Line graph of data points]

<TABLE>
                   S&P 500             S&P 500                  CHORUS/
                    INDEX          TELEPHONE INDEX              MID-PLAINS
<S>                 <C>                 <C>                     <C>
Base Period         100                 100                     100
1993                110                 115                     127
1994                112                 111                     147
1995                153                 167                     173
1996                189                 168                     186
1997                252                 235                     186
</TABLE>




<PAGE>



                       Pension Plan and Supplemental Retirement Plan

         Mid-Plains has a defined benefit pension plan covering the employees of
its telephone  operations.  Retirement  benefits are based upon years of service
with Mid- Plains and final  five-year  average  annual  salary.  On December 17,
1996,  Mid-Plains  amended  its  pension  plan to provide  for its  termination.
Pension  benefits  ceased to  accrue to  employees  as of April  15,  1997,  the
effective  date of pension  plan  termination.  Regulatory  approval is pending.
Messrs. Hopeman, Stein and Voeks are covered under the plan.

         Two  officers  of  Mid-Plains  are also  covered  under a  nonqualified
supplemental  retirement plan which provides a supplemental  retirement benefit.
The plan  requires an annual  contribution  of $44,190 and $31,970 for Mr. Voeks
and Mr.  Hopeman,  respectively,  until age 60. The  participants'  benefits are
based on Mid-Plains' contribution plus income earned.


                             Management Continuity Plan

         Chorus  has  severance  pay  agreements   ("Agreements")  with  Messrs.
Hopeman,  Stein and Voeks and one other  executive  officer.  The purpose of the
Agreements is to encourage the executive officers to continue to carry out their
duties in the event of the possibility of a change in control of the Company.

         Benefits are payable under the  Agreements  only if a change in control
has occurred and within three years after such change the executive's employment
is  terminated:  (a) by the  Company or its  successor  for  reasons  other than
"cause";  or (b) voluntarily by the executive for "good reason," in each case as
defined in the  Agreements.  The  principal  benefit  under the  Agreement  is a
lump-sum payment equal to 2.99 times the executive's annual  compensation.  Each
of the Agreements is automatically extended annually,  unless either the Company
or the  respective  employee  gives a  written  notice of  cancellation  of such
automatic extension.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security Ownership of Management

         At January 31, 1998, each director and each executive  officer named in
the Summary  Compensation  Table and all directors and executive officers of the
Company as a group  beneficially  owned common stock of the Company as listed in
the following table. To our knowledge, no shareholder owned 5 percent or more of
the Company's outstanding common stock as of January 31, 1998.





<PAGE>


<TABLE>
                                    Shares                    Percent
Name of Beneficial Owner         Beneficially Owned           of Class
   <S>                             <C>                        <C>
   G. Burton Bloch                 17,955<F1>                 0.7%
   Howard G. Hopeman                7,659<F2>                 0.3%
   Charles Maulbetsch              25,500<F2>                 0.9%
   Daniel J. Stein                  2,015<F2>                 0.1%
   Harold L. (Lee) Swanson          8,000<F2>                 0.3%
   Douglas J. Timmerman            22,908<F3>                 0.8%
   Dean W. Voeks                    2,304<F2><F4>             0.1%

All directors and executive
officers as a group (9 persons)   108,290                     4.0%

<FN>

        <F1>Includes  17,843 shares of Company common stock in a family trust in
which Mr. Bloch has pecuniary  interest,  voting and investment  power,  and 112
shares  of  Company  common  stock in a  partnership  in which  Mr.  Bloch has a
pecuniary interest, voting and investment power.

        <F2>Includes  5,244,  500, 900, 5,515 and 1,037 shares of Company common
stock in self-directed Individual Retirement Accounts, to which Messrs. Hopeman,
Maulbetsch,  Stein, Swanson and Voeks, respectively,  have voting and investment
power.

        <F3>Includes   22,712  shares  of  Company  common  stock  in  a  family
partnership  in  which  Mr.  Timmerman  has a  pecuniary  interest,  voting  and
investment  power,  112 shares of Company common stock in a partnership in which
Mr.  Timmerman has a pecuniary  interest,  voting and investment  power,  and 84
shares of Company common stock in custodial ownership form in which Mr.
Timmerman has voting and investment power.

        <F4>Includes  150  shares  of  Company  common  stock in a  Supplemental
Retirement Plan to which Mr. Voeks has voting and investment power.

</FN>
</TABLE>







<PAGE>



Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  officers and  directors  to file reports of ownership  and changes in
ownership with the Securities and Exchange Commission.

         Based  solely on review of the  copies of such forms  furnished  to the
Company,  or  written  representations  that no Forms 5  ("Annual  Statement  of
Changes in  Beneficial  Ownership")  were  required,  the Company  believes that
during 1997 all required  filings were made in a timely  fashion  except for the
following:   one  Form  3  ("Initial   Statement  of  Beneficial   Ownership  of
Securities") for Mr. Stein was inadvertently filed late.


PART IV

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

(a)      1.       Consolidated Financial Statements
                  See Index to Consolidated Financial Statements under Item 8 of
                  this Form 10-K.

         2.       Financial Statements Schedule.

                  All schedules are omitted because of the absence of conditions
                  under which they are required.

         3.       Exhibits.

                  Exhibits  filed  (or to be  filed) as a part of this Form 10-K
                  Annual Report are as follows:

                      Exhibit Number              Description

                         12               Computation of Ratio of Earnings to
                                            Fixed Charges
                         21               Subsidiaries of the Registrant
                         27               Financial Data Schedule

                      Exhibits Incorporated by Reference

                      2    Agreement  and Plan of  Merger,  dated  December  31,
                           1996,    by   Mid-    Plains,    Inc.   And   Pioneer
                           Communications,  Inc.,  incorporated  by reference to
                           Form  8-A12G,  reporting  under  Exchange Act Section
                           12(g), filed on December 12, 1997, File No 000-23443.




<PAGE>



                      3(i) Articles of Incorporation  (incorporated by reference
                           to Form 8-A12G,  reporting under Exchange Act Section
                           12(g),   filed  on   December   2,  1997,   file  No.
                           000-23443).

                      3(ii)By-Laws  (incorporated  by  reference to Form 8-A12G,
                           reporting under Exchange Act Section 12(g),  filed on
                           December 2, 1997, file No. 000-23443).

(B) Reports on Form 8-K.

         On January 15, 1998,  Chorus filed a Form 8-K Current Report under Item
         5 Other  Events  where the  Company  reported  issuing a press  release
         announcing   acquisition   of  Executive   Systems,   Inc.   d/b/a  The
         ComputerPLUS  and  IntraNet,  Inc. On January 23, 1998,  Chorus filed a
         Form 8-K Current  Report  under Item 5 Other  Events  where the Company
         reported that one of its subsidiaries  Mid-Plains,  Inc. was engaged in
         litigation regarding its cellular partnership investments.




<PAGE>



SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                          CHORUS COMMUNICATIONS GROUP, LTD.
                                 (Registrant)

Date: March 31, 1998                                 By /s/Dean W. Voeks
                                                     Dean W. Voeks, President

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 Company and in
the capacities and on the dates indicated.

/s/Dean W. Voeks           Chief Executive Officer and         March 31, 1998
------------------------   Director
Dean W. Voeks              (Principal Executive Officer)

/s/Howard G. Hopeman       Executive Vice-President and        March 31, 1998
------------------------   Chief Financial Officer
Howard G. Hopeman          (Principal Financial
                           and Accounting Officer)

/s/Charles Maulbetsch      Director                            March 31, 1998
------------------------
Charles Maulbetsch

/s/Harold L.(Lee) Swanson  Director                            March 31, 1998
------------------------
Harold L. (Lee) Swanson



The  above  signatures  include a  majority  of the  signatures  of the Board of
Directors.