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, 1996    Commission file number 0-8320

                           MID-PLAINS, INC.                       
          (Exact Name of Registrant as Specified in Its Charter)

                WISCONSIN                                  39-0274450       
          (State or Other Jurisdiction of                 (I.R.S. Employer
           Incorporation or Organization)                Identification No.)

 1912 Parmenter Street, P.O. Box 620070, Middleton, Wisconsin      53562-0070 
            (Address of Principal Executive Offices)               (Zip Code)

Registrant's telephone number, including area code      (608) 831-1000      

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
8% Subordinated Debentures, Due July 1, 2000
                                                                           
                             (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, 1997, there were 1,989,965 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 $83,578,530.
<PAGE>
                         MID-PLAINS, INC. 

                             FORM 10-K
Part I. 
Item 1.  BUSINESS.

(a)  Mid-Plains, Inc., (Mid-Plains), which was incorporated in 1901,
     is a public utility providing telecommunications services
     primarily in Middleton, Cross Plains and the west side of
     Madison, Wisconsin.

     Mid-Plains has a wholly-owned subsidiary, Mid-Plains
     Communications Systems, Inc., (MPCS), which, in southern
     Wisconsin and northern Illinois, markets and installs
     deregulated communications systems and provides maintenance
     services related to their continued use.  In October 1994 MPCS
     began providing long distance service.  In October 1995 MPCS
     began providing Internet service.

     Mid-Plains also has a 75% interest in PCS Wisconsin, LLC (PCS-
     WI).  This limited liability company was established in 1996 to
     build and operate a personal communication system (PCS) in south
     central and southwestern Wisconsin. PCS-WI was the successful
     bidder for a PCS license at an auction held by the FCC, and the
     Company is currently in the planning and development stage of
     operations.

     As further discussed in Item 7 - Management's Discussion and
     Analysis of Financial Condition and Results of Operations,
     Mid-Plains and Pioneer Communications, Inc, (Pioneer) have
     entered into an Agreement and Plan of Merger dated December
     31, 1996, which, if approved by the requisite number of
     shareholders of Mid-Plains and Pioneer, respectively, at
     special meetings scheduled for May 1996, will result in the
     combination of Mid-Plains and Pioneer into Chorus
     Communications Group, Ltd., a holding company.  This
     combination is expected to better position the companies to
     compete effectively in the rapid changing communications
     industry.  

     There were no other material changes in the nature of the
     business conducted by the Company during 1996.

     Information regarding the recent development of the Company's
     business in the number of access lines is shown below:
<TABLE>
                                        Access
               Year                     Lines in Service
               <S>                      <C>
               1996                     31,034
               1995                     28,549 
               1994                     26,281
</TABLE>
                         
(b)  Mid-Plains operates in two industry segments: a telecommunications 
     utility providing telephone and data services (telephone
     operations) and system sales and service operations.  The
     financial information regarding Mid-Plains' industry segments
     is provided in Item 8 - Mid-Plains, Inc. Consolidated
     Financial Statements (Note 12) for the year ended December 31,
     1996.

(c)  Mid-Plains' principal line of business is providing
     telecommunications services.  Operating revenues fall into
     four major classes:  local network revenues, network access
     and long distance services, system sales and services, and
     other (billing and collection, directory, other nonregulated
     and miscellaneous).  

     Revenues from each of these classes over the last three years
     are as follows:
<TABLE>
                               Years Ended December 31,    
                               1996         1995        1994        
  
In Thousands
<S>                            <C>          <C>         <C>
Local Network Services         $ 5,211      $ 4,265     $3,548       
% of Total Revenues                19%          17%        17%       
  
Network Access and
Long Distance Services         $12,259      $11,530     $9,916
% of Total Revenues                45%          47%        46%       
 
Other                          $ 2,391      $ 2,308     $2,096
% of Total Revenues                 9%           9%        10%

System Sales and Services      $ 7,226      $ 6,475     $5,900
% of Total Revenues                27%          27%        27%
</TABLE>
          
The business of Mid-Plains is not seasonal to any significant
extent.

Mid-Plains' telephone utility operations are subject to regulation
by the Public Service Commission of Wisconsin (PSCW).   Mid-Plains
provides local exchange network service to customers within its 116
square mile service area located in Dane County, Wisconsin.  The
customers have local extended area services (EAS) and access to the
nationwide direct dial toll service network.  Although the
Company's customers have access to the nationwide direct toll
network, the Company does not have toll operators.  The operator
service is provided primarily through Ameritech.

The communications industry is undergoing significant changes. 
Regulatory, legislative and judicial decisions, new technologies,
heightened customer interest in advanced communications, and the
convergence of other industries with the telecommunications
industry are causes of increasing competition in the
telecommunications industry.  The range of communications services,
the equipment available to provide and access such services and the
number of competitors offering such services continue to increase. 
Federal and state regulators are encouraging changes that promote
competition in the industry in the belief that increased
competition will drive technological innovation, lower prices and
improve service levels.

In 1994, the Wisconsin Legislature enacted the Telecommunications
Act of 1993.  This legislation resulted in open competition for
Ameritech and GTE and further relaxes regulation for other
telecommunications utilities in Wisconsin.

On February 8, 1996, the Telecommunications Act of 1996 was signed
into law.  The bill breaks down regulatory barriers at both the
state and federal levels and is certain to accelerate the
convergence of local, long distance, wireless, video and data.  The
Federal Communications Commission (FCC) and state regulators must
decide precisely how Congress' instructions will be carried out. 
Due to Mid-Plains' size, it has limited exemption from several
provisions of the bill.

On August 27, 1996, Mid-Plains became the first independent local
exchange company in Wisconsin to receive approval on its
application for an Alternative Regulation Plan (Plan). Under this
five-year Plan, Mid-Plains is required to maintain certain basic
residential and business rates under a rate ceiling as well as
reduce access charges received from intrastate long distance
providers.  In return, the Plan eliminated the tie between local
rates  and rate-of-return regulation.  As part of the Plan,
effective September 1, 1996, local rates on residential and
standard business lines were increased, while access rates paid by
long distance carriers to the Company for intrastate access were
lowered.  While the changes noted above were designed to be revenue
neutral to Mid-Plains, they assisted in positioning Mid-Plains to
better meet the competition of the future.

In looking ahead, Mid-Plains' telephone operations face increased
competition with prices and technology under continual pressure. 
The Company also expects to encounter substantial competition from
other companies in the sale and servicing of communication systems
and in the sale and provision of long distance and Internet
services. Specifically, TDS Datacom, Inc. and KMC Telecom, Inc., have
submitted applications with the PSCW seeking authority to construct
facilities in Mid-Plains' service area.  Both companies have
expressed the desire to deploy a switch to provide local service as
an alternative telecommunications utility to business and residential 
customers.  Mid-Plains has begun preliminary discussions regarding 
interconnection agreements with both of these companies.  Along with 
these challenges, Mid-Plains also anticipates growing opportunities to 
expand beyond its traditional markets and continues to monitor and consider 
the most favorable options.

Information regarding the Company's major customers is provided in
Item 8 - Mid-Plains, Inc. Consolidated Financial Statements (note
1) for the year ended December 31, 1996.

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 on the Company's payroll as of December 31,
1996, was 180.

Item 2.  PROPERTIES.

Information regarding the Company's properties is provided in Item
8 - Mid-Plains, Inc. Consolidated Financial Statements (note 7) for
the year ended December 31, 1996.  Substantially all of the
Company's properties are necessary to provide telecommunication 
services in the Company's serving area.  Between January 1, 1994
and December 31, 1996, the Company made property additions in the
amount of $17.3 million and retirements of $3.9 million.  Virtually
all of this property is subject to liens securing long-term debt. 
In the opinion of management, the Company's telecommunications
plant is substantially in good repair and suitably equipped.

Item 3.  LEGAL PROCEEDINGS.

There are no material pending legal actions, either for or against
the Company.

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

There were none in the fourth quarter. 

PART II.

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

There are no principal market makers for Mid-Plains' common stock. 
The following table sets forth, for the periods indicated, prices
based only on unrelated party transactions for which the seller
and/or buyer have responded to a Company inquiry.  Transactions
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 above.
<TABLE>
                TRANSACTIONS        PRICE PER SHARE        DIVIDENDS
                Number Shares    High    Low     Average   Paid
<S>             <C>    <C>       <C>     <C>     <C>       <C>      
1996
4th Quarter     17      6,763    $42.00  $35.00  $40.95    .27
3rd Quarter      9      3,570     42.00   40.00   41.87    .27
2nd Quarter      7      2,702     43.00   41.50   41.70    .27
1st Quarter     12      5,634     41.00   38.00   39.38    .25

1995
4th Quarter      1      1,350    $40.00  $40.00  $40.00    .25
Special Year-End                                           .14
3rd Quarter      5        497     40.00   36.00   38.96    .25
2nd Quarter     16     17,157     41.00   35.00   38.91    .25
1st Quarter     14      3,818     38.14   35.00   36.34    .23
</TABLE>
There were 2,427 shareholders of record as of February 28, 1997 and
1,989,965 shares outstanding.  

Mid-Plains has regularly paid dividends to its shareholders and
expects it will continue to do so in the future.  In connection
with a long-term financing agreement, Mid-Plains is subject to
restrictions on the amount of retained earnings available for cash
dividends.  Under the agreement, at December 31, 1996, $3,542,000
of its retained earnings were not restricted and thus available for
the payment of dividends.

Mid-Plains' Bylaws limit the common stock any one shareholder may
hold to no more than five percent (5%) of the authorized and issued
capital stock of the Company provided however, the limitation
automatically terminates without any further action of the Board of
Directors upon the effective date of a Plan of Merger or share
exchange approved by the requisite number of shareholders which in
effect causes the issued capital stock of the Company to be
exchanged for the capital stock of a holding/parent company of the
Company.

Item 6.  SELECTED FINANCIAL DATA.

The following selected consolidated financial data for each of the
five years in the period ended December 31, 1996 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.

<TABLE>
                      1996<F2>    1995        1994      1993      1992
<S>                   <C>         <C>         <C>       <C>       <C>
Access Lines           31,034      28,549      26,281    24,414    23,103

Total Assets          $39,888     $40,714     $33,889   $33,676   $31,079

Shareholders' 
  Equity              $19,497     $19,722     $18,232   $16,766   $15,158

Long-Term Debt,   
  Including 
  Current
  Maturities          $12,401     $ 8,570     $ 6,954   $ 7,756   $ 8,482

Short-Term 
  Notes Payable 
  to Banks                -       $ 4,440     $ 1,300   $ 2,400   $ 1,400

Ratio of 
  Earnings to 
  Interest 
  Expense<F1>           4.23         6.78        6.14      5.64      5.23

Revenue and 
  Sales              $27,087      $24,578     $21,460   $19,041   $18,075

Net Income           $ 1,660      $ 3,425     $ 2,889   $ 2,882   $ 2,680

Earnings Per 
  Share              $   .84      $  1.73     $  1.47   $  1.47   $  1.38

Cash Dividends
  Per Shar           $  1.06      $  1.12     $   .86   $   .78   $   .86

Average Common
  Shares 
  Outstanding      1,985,795    1,978,725   1,969,628 1,958,846  1,948,860

Shareholders 
  of Record            2,413        2,281       2,22      2,135      2,067    

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

<F2> In 1996, as a result of the discontinuance of applying SFAS 71,
described in Item 8 - Mid-Plains, Inc. Consolidated Financial Statements 
(note 3) for the year ended December 31, 1996, Mid-Plains recorded an 
extraordinary charge of $1,782,000 or $.89 per share.
</FN>
</TABLE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

As a result of actions taken in 1996, Mid-Plains has successfully
implemented several key initiatives that better position the
Company for competition and future growth in the communications
business.  These initiatives, which are discussed below, include:
an alternative regulation plan, discontinuation of applying certain
accounting principles for regulated enterprises, entering into a
merger agreement, successfully bidding on a personal communication
license (PCS), and refinancing first mortgage notes.

Record revenues were once again reported in 1996.  Consolidated
operating revenues increased $2.5 million, to $27.1 million, in
1996, and $3.1 million, to $24.6 million, in 1995.  Consolidated
income before extraordinary item for 1996 remained constant at
1995's level of $3.4 million which was an increase of $0.5 million
over 1994.  Due to an extraordinary charge against income relating
to the discontinuance of regulatory accounting principles (as
discussed below) net income decreased $1.8 million in 1996 as
compared to 1995.

Mid-Plains operates in two business segments:  a telecommunications
utility providing telephone and data services (telephone
operations) and system sales and service operations.

TELEPHONE SERVICE OPERATING RESULTS

The Telephone segment contributed operating income of $6.0 million,
$6.1 million, and $5.0 million to the consolidated operating income
in 1996, 1995 and 1994, respectively.

OPERATING REVENUES

Telephone service revenues increased $1.8 million, to $19.9
million, in 1996, and $2.5 million, to $18.1 million, in 1995.

Local network services revenues increased $.9 million in 1996 as
compared to 1995.  These revenues increased principally as a result
of higher demand for services, as evidenced by an 8.7% growth in
access lines in 1996.  Additionally, effective September 1, 1996,
Mid-Plains implemented its Alternative Regulation Plan which had
the effect of increasing local network services revenues $.4
million for the year.

Local network service revenues for 1995 increased $.7 million as
compared to 1994.  The growth was primarily due to an increase in
local network service rates in 1995 which increased revenues by
$1.1 million, and an 8.6% growth in the number of access lines
served which resulted in $.3 million increase in revenues.  These
increases were offset in part by a credit of $.6 million in 1994 to
eliminate regulatory liabilities no longer considered payable.

Interstate network access and long distance network services
revenues increased $.5 million in 1996 as compared to 1995.  These
revenues increased largely due to higher demand for access services
as evidenced by an increase in minutes of use of 10.3% in 1996. 
This increase was offset, in part, by a net decrease in access
rates of approximately 2.3%.

Interstate network access and long distance network services
revenues increased $1 million in 1995 as compared to 1994.  This
increase was due to 7.0% higher demand for services and the
provision of long distance service of $.5 million.

Intrastate network access and long distance network services
revenues increased $.2 million in 1996 as compared to 1995.  The
increase in these revenues was primarily due to higher demand for
access services as evidenced by an increase in minutes of use of
8.3% in 1996.  This increase was offset by $.3 million due to the
effects of rate reductions resulting from Mid-Plains'
implementation of their Alternative Regulation Plan on September 1,
1996.

Intrastate network access and long distance network services
revenues increased $.6 million in 1995 as compared to 1994.  This
increase was due to higher demand of 3.1% for services and the
provision of long distance service of $.2 million.

OPERATING EXPENSES

Telephone operating expenses, which include plant, depreciation,
customer, corporate, and general taxes, increased by $1.9 million
to $13.8 million and $1.4 million to $12.0 million in 1996 and
1995, respectively.

The increases in plant, customer and corporate operations in 1996
as compared to 1995 were due primarily to growth in internal
operations.  Additionally, plant operations increased $.3 million
in 1996 due to costs associated with providing Internet access.
The increases in plant, customer and corporate operations in 1995
as compared to 1994 were again due primarily to growth in internal
operations.  Additionally, an increase of $.3 million was due to
the cost of providing long distance services.

Depreciation increased $.2 million in 1996 as compared to 1995 and
$.3 million in 1995 as compared to 1994 as a result of increased
depreciable property.  Additionally, increases of $0.2 million in
1996 and $0.5 million in 1995 in depreciation expense were recorded
in connection with the change-out of central office equipment.

On December 17, 1996 the Company's Board of Directors voted to
terminate the pension plan effective April 15, 1997.  It is
anticipated that the plan settlement will not have a material
effect on the Company.  It is also anticipated that during 1997,
after giving effect to enhanced 401(k) benefits, the Company's
pension costs will decrease approximately $430,000 due to these
changes.

SYSTEM SALES AND SERVICES OPERATING RESULTS

The system sales and services segment contributed operating income
of $.7 million, $.3 million and $.5 million to the consolidated
operating income in 1996, 1995 and 1994, respectively.


OPERATING REVENUES

System sales and services revenues increased $.8 million in 1996,
to $7.2 million, as compared to 1995.  The increase was due
primarily from the growth in new system sales.  System sales and
services revenues for 1995 increased $.6 million, to $6.5 million,
over 1994, due primarily from new system sales as well as an
increase in maintenance sales.

OPERATING EXPENSES

As a percentage of system sales and services revenues, cost of
sales and services was 59% in 1996, 64% in 1995, and 58% in 1994. 
The lower cost of sales and services percentage in 1996 was
primarily the result of the Company's higher equipment pricing. 
The higher cost of sales and services percentage in 1995 in
relationship to 1994 was primarily due to reclassifying to cost of
sales, payroll overheads, which in 1994 were included in operating
expenses.  If the reclassifications had been made in 1994, the cost
of sales percentage in 1994 would have increased 3% with a
corresponding reduction in operating expenses.  

System sales and services operating expenses increased $.3 million
in 1996 primarily due to growth in internal operations and increase
in incentives.

OTHER ITEMS

Interest expense increased $.2 million in 1996 as compared to 1995
and $0.1 million in 1995 as compared to 1994, primarily due to the
increase in the amounts of short-term bank notes owed during the
year.  Additionally, in July 1995 interest on debentures increased
as a result of an additional $2.5 million financing.  This was
offset in part by a reduction in the debenture interest rates from
11% to 8%.

EXTRAORDINARY ITEM - DISCONTINUANCE OF REGULATORY ACCOUNTING
PRINCIPALS

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

Although Mid-Plains' recorded assets and net equities were reduced
as a result of this discontinuance of application of SFAS 71, no
material impact on current and future cash flows is anticipated.

LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW

Mid-Plains requires funds primarily for its construction program,
the maturity and retirement of long-term debt, dividend payments
and investments.  The capital resources available to meet these
requirements are provided through internally generated funds and
external financing.  Net cash provided from operations of the
Company and its subsidiary for the years 1994 - 1996 was $22.0
million.  External financing for the same period totaled $8.2
million.

CAPITAL REQUIREMENTS AND RESOURCES

The primary capital requirement of the Company has historically
consisted of expenditures under its construction program.  Total
construction expenditures for the years 1994 - 1996 were $17.3
million.  Total capital expenditures for 1997 are estimated to be
$9 million.

In 1995, Mid-Plains contributed $2 million in a capital call to the
cellular partnership in which Mid-Plains has a limited interest. 
Additionally, as discussed below, Mid-Plains anticipates a
significant investment in PCS Wisconsin, LLC, which will be
required in the next few years.  This investment is discussed
further in "PCS WISCONSIN, LLC" below.

In 1995, Mid-Plains sold $5.0 million of five-year debentures, $2.5
million of which were used to retire debentures that were due on
that date.  In addition, in January 1997 Mid-Plains entered into a
financing agreement that permits Mid-Plains to borrow up to $22
million of long-term debt and $7 million on revolving lines-of-credit.

It is expected that capital requirements for its construction
program, maturity and retirement of long-term debt, dividend
payments and investment in PCS Wisconsin, LLC will be provided for
with cash flow from operations, the issuance of debt and, if
necessary, equity financing.

After giving effect to the February 1997 refinancing, Mid-Plains
had available unused lines-of-credit of $7 million.  The Company
has experienced no difficulty in obtaining funds for its
construction program or other purposes and anticipates none in the
future.

PCS WISCONSIN, LLC

PCS Wisconsin, LLC (PCS-WI), a 75% owned subsidiary of Mid-Plains,
was established in 1996 to build and operate a personal
communications system in south-central and southwestern Wisconsin. 
On January 14, 1997, PCS-WI was the successful bidder for a
broadband Personal Communications Services (PCS) license at an
auction held by the FCC.  This license will, when granted,
authorize PCS-WI to provide two-way voice and data services on a
new wireless, digital network.  The license covers Dane County and
nine adjacent counties with a total population of 600,000.  PCS-WI's 
bid for the license was $3,248,000.

Under the terms of the license, PCS-WI will be 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.  PCS-WI anticipates
that construction, development and introduction of the PCS networks
and services will require substantial capital and operating
expenditures over the next several years.

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

EXTERNAL FINANCING

External financing for the years 1994 - 1996 was $8.2 million
consisting of $5.0 million raised through the sale of debentures,
$0.8 million from the sale of common stock under the employee stock
purchase plan, and a net increase in short-term bank notes of $2.4
million.

On January 31, 1997, Mid-Plains entered into a financing agreement
with the Rural Telephone Finance Cooperative (RTFC) that permits
Mid-Plains to borrow up to $22 million.  The RTFC financing
agreements provide that $12 million of the loan is available for
refinancing existing debt, capital expenditures and to provide
working capital for telephone operations; $9 million is available
to invest in PCS-WI (see above) and $1 million is available to
purchase RTFC's Subordinate Capital Certificates, a condition of
obtaining RTFC financing.  RTFC permits the interest on the loans
to be either fixed or variable, with the rates to be determined by
RTFC.  The variable rate at February 7, 1997 was 6.3%.

In connection with its long-term debt, the Company is subject to
certain restrictions on its debt and the amount of retained
earnings available for cash dividends.  Under the agreement, at
December 31, 1996, $3,542,000 of Mid-Plains' retained earnings were
available for the payment of dividends.

OTHER MATTERS

MERGER PROPOSAL

Mid-Plains and Pioneer Communications, Inc. (Pioneer) have entered
into an Agreement and Plan of Merger (Merger Agreement) dated
December 31, 1996, which upon approval by the requisite number of
shareholders of Mid-Plains and Pioneer will result in the mergers
of Mid-Plains and Pioneer into wholly-owned subsidiaries of a
holding company.

The new holding company will be named Chorus Communications Group,
Ltd. (Chorus).  The proposed merger, which will be counted for as 
a pooling of interests, has been approved by the respective
Board of Directors of each company.  Approval by the shareholders
of each company is required to complete the merger.  The companies 
expect to receive shareholder approvals and complete the proposed 
combination during the third quarter of 1997.

Under the terms of the proposed Merger Agreement, Mid-Plains'
issued and outstanding common stock will be exchanged for Chorus
common stock on a one-to-one basis and Pioneer common stock will be
exchanged for Chorus common stock on a four-to-one basis.  It is
anticipated that Chorus will retain Mid-Plains' common share
dividend payment level as of the effective time of the mergers.  On
January 9, 1997, the Board of Directors of Mid-Plains declared a
quarterly dividend of 27 cents per share.  This represents an
annual rate of $1.08 per share.

The business of Chorus will consist of telecommunications
operations and it is expected that it will service more than 38,000
access lines in southern Wisconsin.  The operating revenues, net
income from continuing operations and total assets of Mid-Plains
and Pioneer and the Pro Forma Combined of Chorus were as follows:
<TABLE>
                                                        Pro Forma
In Thousands                Mid-Plains     Pioneer      Combined
                            (Audited)      (Audited)    (Unaudited)        
<S>                         <C>            <C>          <C>
1996 Operating Revenues     $27,087        $ 6,094      $33,181

1996 Net Income from 
     Continuing Operations  $ 3,442        $ 1,299      $ 4,741

Assets at December 31, 1996 $39,888        $11,817      $51,705
</TABLE>
ALTERNATIVE REGULATION PLAN

On August 27, 1996, Mid-Plains became the first independent local
exchange company in Wisconsin to receive approval on its
application for an Alternative Regulation Plan (Plan). Under this
five-year Plan, Mid-Plains is required to maintain certain basic
residential and business rates under a rate ceiling as well as
reduce access charges received from intrastate long distance
providers.  In return, the Plan eliminated the tie between local
rates  and rate-of-return regulation.  As part of the Plan,
effective September 1, 1996, local rates on residential and
standard business lines were increased, while access rates paid by
long distance carriers to the Company for intrastate access were
lowered.  While the changes noted above were designed to be revenue
neutral to Mid-Plains, they assisted positioning Mid-Plains to
better meet the competition of the future.

COMPETITION

The communications industry is undergoing significant changes.  The
industry is converging, forming alliances and positioning to
provide a variety of services.  Market convergence has intensified. 
Legislation and regulation changes, technological advances and
customer demand have expanded the types of services, products and
number of companies offering communication services and products.

On February 8, 1996, the President signed the Telecommunications
Act of 1996 into law.  The bill broke down regulatory barriers at
both the state and federal level and is certain to accelerate the
convergence of local, long distance, wireless, video and data.  The
FCC and state regulators must decide precisely how Congress's
instructions will be carried out.  Due to Mid-Plains' size, it
currently has limited exception from several provisions of the
bill.

The breakdown of barriers at both the state and federal levels
allows new competitors to enter telecommunication service markets. 
At the same time, telecommunications providers can enter new
markets in areas of increased competition.  Specifically, TDS
Datacom, Inc. And KMC Telecom, Inc., have submitted applications
with the PSCW seeking authority to construct facilities in Mid-Plains' 
service area.  Both companies have expressed the desire to
deploy a switch to provide local service as an alternative
telecommunications utility to business and residential customers.  
Mid-Plains has begun preliminary discussions regarding interconnection 
agreements with both of these companies.

In looking ahead, Mid-Plains faces stiff competition with prices
and technology under continued pressure.  Along with this, Mid-Plains also 
anticipates growing opportunities in a market-driven
information highway.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO FINANCIAL STATEMENTS
                                                                   Page
Report of Independent Public Accountants                           16

Consolidated Balance Sheets - December 31, 1996 and 1995           17-18 

Consolidated Financial Statements for the three years  
  ended December 31, 1996:

          Statements of Income                                     19
          
          Statements of Shareholder's Equity                       20
          
          Statements of Cash Flows                                 21

Notes to Consolidated Financial Statements                         22-35  


<PAGE>
             REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Shareholders and Board of Directors,
Mid-Plains, Inc.:

We have audited the accompanying consolidated balance sheets of
Mid-Plains, Inc. (a Wisconsin Corporation) and subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements
of income, shareholders' equity, and cash flows for each of the
three years in the period ended December 31, 1996.  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 Mid-Plains, Inc. 
and subsidiaries as of December 31, 1996 and 1995, and the results of their 
operations and their cash flows for each of the three years in the period 
ended December 31, 1996, in conformity with generally accepted accounting 
principles.

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


KIESLING ASSOCIATES LLP
Madison, Wisconsin 
February 10, 1997
  
  
  
    <PAGE>
                        MID-PLAINS, INC.
                   CONSOLIDATED BALANCE SHEETS
  
<TABLE>
                                            December 31,      December 31,
                                            1996              1995      
  In Thousands
  <S>                                       <C>               <C>
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents              $  1,058          $    560
     Accounts receivable
        Due from subscribers                   1,069               818      
        Customer sales and service               941               704     
        Other, principally connecting
           companies                           1,313             2,073
     Refundable income taxes                     138               215
     Inventories
        Plant materials and supplies             459               376      
        Communication systems and parts          858               903      
     Other                                       413               271
                                               6,249             5,920
  
  PROPERTY, PLANT AND EQUIPMENT
     Telephone, in service and under
       construction                           50,552            46,198  
     Less accumulated depreciation           (21,730)          (16,663)
                                              28,822            29,535
  
  
  INVESTMENTS AND OTHER ASSETS
     Cellular limited partnership interest     4,101             4,374    
     Personal Communication Services deposit     360               -0-
     Other                                       356               885
                                               4,817             5,259
  
  TOTAL ASSETS                              $ 39,888          $ 40,714
</TABLE>
  
  <PAGE>
                        MID-PLAINS, INC.
                   CONSOLIDATED BALANCE SHEETS
<TABLE>
                                           December 31,   December 31,
                                           1996           1995     
  In Thousands 
  <S>                                      <C>            <C>
  LIABILITIES AND SHAREHOLDERS' EQUITY 
  CURRENT LIABILITIES
     Current maturities of long-term debt  $    216       $    973
     Notes payable to banks                     -0-          4,440   
     Accounts payable                         3,093          2,949   
     Other                                    1,089            636
                                              4,398          8,998
  
  LONG-TERM DEBT                             12,185          7,597
  
  DEFERRED CREDITS
     Deferred income taxes                    2,568          3,230  
     Unamortized investment tax credits         177            236  
     Other                                    1,063            931
                                              3,808          4,397
  
  COMMITMENTS AND CONTINGENCIES (See Notes)
  
  SHAREHOLDERS' EQUITY
     Common stock                            11,889          6,610   
     Additional paid-in capital                 -0-          5,059   
     Retained earnings                        7,608          8,053   
                                             19,497         19,722
  
 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $39,888       $ 40,714
</TABLE>
  
  The accompanying notes are an integral part of the consolidated Financial
  Statements.<PAGE>
                           MID-PLAINS, INC.
                   CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
                                        Year Ended December 31,
                                        1996      1995        1994
In Thousands Except For Per Share Data
<S>                                     <C>       <C>         <C>
OPERATING REVENUES
   Telephone operations -
      Local network services            $ 5,211   $ 4,265     $ 3,548
      Network access and long 
        distance services                12,259    11,530       9,916
      Other                               2,391     2,308       2,096
   System sales and services              7,226     6,475       5,900
                                         27,087    24,578      21,460       
OPERATING EXPENSES
   Telephone operations -
      Plant operations                    3,397     2,818       2,567   
      Depreciation                        3,428     3,073       2,307  
      Customer operations                 2,809     2,524       2,411
      Corporate operations                3,037     2,531       2,381  
      General taxes                       1,175     1,027         868  
   System sales and services -
      Cost of sales and services          4,230     4,118       3,429       
      Operating expenses                  2,295     2,023       2,015
                                         20,371    18,114      15,978 
  
OPERATING INCOME                          6,716     6,464       5,482  
   Other income                              42        27          18   
   Interest expense                      (1,177)     (957)       (896)

INCOME BEFORE INCOME TAX EXPENSE 
   AND EXTRAORDINARY ITEM                 5,581     5,534       4,604  
   Income tax expense                     2,139     2,109       1,715

INCOME BEFORE EXTRAORDINARY ITEM          3,442     3,425       2,889
EXTRAORDINARY ITEM                        1,782       -0-         -0-
NET INCOME                               $1,660   $ 3,425     $ 2,889

EARNINGS PER SHARE
   Income before Extraordinary Item      $ 1.73   $  1.73     $  1.47 
   Extraordinary Item                      (.89)      -0-         -0-     
   Net Income                            $  .84   $  1.73     $  1.47
</TABLE>

The accompanying notes are an integral part of the consolidated Financial
Statements.
<PAGE>
                                      MID-PLAINS, INC.
                         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
                         Common Stock     Additional           Total    
                                          Paid-in    Retained  Shareholders'
                         Shares  Amount   Capital    Earnings  Equity    
In Thousands 
<S>                      <C>     <C>      <C>        <C>       <C>
Balances, 
  December 31, 1993      1,965   $6,549   $4,568     $5,649    $16,766

  Net income                                          2,889      2,889
  Cash dividend - 
  $.86 a share                                       (1,693)    (1,693)
  Stock purchase plan        9       32      238                   270

Balances, 
  December 31, 1994      1,974    6,581    4,806      6,845     18,232

  Net income                                          3,425      3,425   
  Cash dividend - 
  $ 1.12 a share                                     (2,217)    (2,217)
  Stock purchase plan        9       29      253                   282

Balances, 
  December 31, 1995      1,983    6,610    5,059      8,053     19,722

  Net income                                          1,660      1,660
  Cash dividend - 
  $1.06 a share                                      (2,105)    (2,105)
  Stock purchase plan        6      178       42                   220
  Conversion to 
    no par common stock           5,101   (5,101)                   -0-

Balances, 
  December 31, 1996      1,989  $11,889   $  -0-    $ 7,608    $19,497
</TABLE>


The accompanying notes are an integral part of the consolidated Financial 
Statements.<PAGE>
    
                           MID-PLAINS, INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
                                     Year Ended December 31,     
                                     1996          1995          1994  
In Thousands
<S>                                  <C>           <C>           <C>
OPERATING ACTIVITIES
   Net income                        $1,660        $3,425        $2,889
   Add (Deduct) adjustments to
    reconcile net income to net 
    cash from operations:
     Extraordinary Item               1,782           -0-           -0-
     Depreciation                     3,528         3,173         2,390    
     Deferred income taxes              431           390           485   
     Change in accounts and other
      receivables                       272          (211)         (369)   
     Change in inventories              (38)         (134)           51   
     Change in accounts payable         144           150           809  
     Change in other assets and
      liabilities                     1,151           130          (139)  
   Net cash from operating activities 8,930         6,923         6,116

FINANCING ACTIVITIES     
   Long-term borrowings                 -0-         5,000            -0-
   Repay long-term debt                (969)       (3,384)         (802)
   Short-term bank notes:
     Borrowings                      16,816         9,230           400 
     Repayments                     (16,456)       (6,090)       (1,500) 
   Dividends paid                    (2,105)       (2,217)       (1,693)
   Stock purchase plan                  220           282           270 
   Net cash from (used in)
     financing activities            (2,494)        2,821        (3,325)

INVESTING ACTIVITIES
   Additions to property, plant
    and equipment                    (5,901)       (7,146)       (4,233)
   Investment in cellular partnership   273        (1,995)          -0- 
   Personal Communication 
     Services deposit                  (360)          -0-           -0-
   Other, net                            50          (229)           22
   Net cash used in 
     investing activities            (5,938)       (9,370)       (4,211)

CASH AND CASH EQUIVALENTS
   Net increase (decrease)
    during year                         498           374        (1,420)
   Beginning of year                    560           186         1,606
   End of year                       $1,058        $  560       $   186
</TABLE>
The accompanying notes are an integral part of the consolidated Financial 
Statements.
<PAGE>
                            MID-PLAINS, INC.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     
     Name Change - On April 29, 1996, the shareholders approved amendments to
     the company's Articles of Incorporation which included changing the name
     from Mid-Plains Telephone, Inc. to Mid-Plains, Inc.

     Business and Consolidation - Mid-Plain's consolidated financial statements
     include the accounts of Mid-Plains, its wholly-owned subsidiary, 
     Mid-Plains Communications Systems, Inc. and its 75% interest in PCS 
     Wisconsin, LLC. All significant inter-company items have been eliminated
     in consolidation.  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.

     Mid-Plains, Inc.'s main business is a telecommunications provider which 
     provides telephone and data services to customers within its 116 square 
     mile service area located in Dane County, Wisconsin.  Mid-Plains 
     Communications Systems, Inc.'s operations provide business systems, 
     installation and service to a base of customers throughout southern 
     Wisconsin and northern Illinois.  PCS Wisconsin, LLC was established in 
     1996 to build and operate a personal communication system in south 
     central and southwestern Wisconsin.

     Regulation - The accounting policies of Mid-Plains, Inc. and its 
     subsidiaries (Mid-Plains) conform to generally accepted accounting 
     principles, and where applicable, the accounting principles prescribed 
     by the Public Service Commission of Wisconsin (PSCW).

     Prior to the second quarter of 1996, Mid-Plains had followed the 
     accounting for regulated enterprises as prescribed by Statement of 
     Financial Accounting Standards No. 71, "Accounting for the Effects of 
     Certain Types of Regulation" (SFAS 71).  This accounting requires the 
     deferral of certain costs and obligations based upon recovery of such 
     amounts in future years.  SFAS 71 also requires companies to depreciate 
     plant and equipment over lives acceptable to the regulator.  In the 
     second quarter of 1996, Mid-Plains concluded that generally accepted 
     accounting principles prescribed by SFAS 71 were no longer appropriate.
     As a result, Mid-Plains recorded a second quarter extraordinary non-cash
     after-tax charge of $1,782,000 (See note 3).  Additionally, Mid-Plains
     has adjusted its estimated depreciated lives of its plant and equipment 
     to give effect to shorter, more economical realistic lives.

     In 1994, the Wisconsin Legislature enacted the Telecommunications Act of
     1993.  As a result of this and other regulatory and legislative 
     activities, management concluded that the recovery of certain regulatory
     assets and payment of certain regulatory liabilities related to employee 
     and retiree benefits would not be realized.  The elimination of these 
     regulatory assets of $360,000 and regulatory liabilities of $574,000 
     were reflected as increases in the 1994 operating expenses and revenues,
     respectively.  These changes in estimates increased 1994 net income by 
     $130,000.
     
     Property, Plant and Equipment - Telephone property is stated at original
     cost of construction.  Beginning in September 1995, regulators modified 
     accounting principles for the allowance for funds used during 
     construction (AFUDC) to conform with Statement of Financial Accounting 
     Standards No. 34 "Capitalization of Interest Cost".  During 1996, 
     interest capitalized relating to plant construction was $38,000. No 
     AFUDC was taken in 1995 or in 1994.

     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 plant and  equipment 
     are capitalized while repairs, as well as renewals of minor items, are 
     charged to operating expenses. 
 
     As a result of the discontinuation of applying SFAS 71, beginning 
     July 1, 1996, depreciation of telephone plant is provided for primarily 
     on the straight-line method over estimated service lives.  Prior to that
     date, depreciation of telephone plant was provided for primarily on the 
     straight-line method using class rates acceptable to the PSCW. The 
     composite rates are 7.3%, 7.3%, and 6.1%, for the years 1996, 1995, 
     and 1994, respectively. 

     When non-telephone property is sold or retired, a gain or loss is 
     recognized.  Depreciation is provided on the straight-line method over
     estimated service lives.

     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.

     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 - Mid-Plains files a consolidated federal income tax return.

     Income tax expense is based on reported earnings before income taxes. 
     Refundable income taxes reflect the difference between the amount of 
     estimated income taxes prepaid and the amount currently owed.  Deferred 
     income taxes have been established to reflect the impact of temporary 
     differences between the amount of assets and liabilities recognized for 
     financial reporting purposes and such amounts recognized for tax 
     purposes.  In addition, deferred tax balances are adjusted to reflect 
     tax rates, based on currently enacted tax laws, that are anticipated to 
     be in effect in the years in which the temporary differences are
     expected to reverse.

     Investment tax credits which were deferred prior to 1986 are being 
     amortized over the service life of the related property.

     Revenue Recognition - Mid-Plains recognizes revenues when earned, 
     regardless of the period in which they are billed.  

          Telephone Revenues - Mid-Plains is required to provide service (and
          grant credit) to subscribers within its defined service territory.

          Revenues from long-distance services are derived from charges for 
          access to Mid-Plains' local exchange network, subscriber line 
          charges and contractual arrangements for billing and collection and
          other services. Interstate access revenues are based on an average 
          schedule company settlement formula administered by the National 
          Exchange Carrier Association (NECA) as regulated by the FCC.  
          Intrastate access revenues are based on an individual company 
          tariff access charge structure regulated by the PSCW.

          The percentage of revenues for long-distance services provided to 
          carriers which exceeded 10% of telephone revenues were:  AT&T 
          Communications, Inc. 21% in 1996, 23% in 1995, and 30% in 1994; 
          Ameritech 12% in 1996, 15% in 1995, and 16% in 1994; and MCI 11% 
          in 1996, 10% in 1995, and 11% in 1994. No other customer accounted 
          for more than 10% of total revenues.

          System Sales and Services Revenues - Revenues from system sales and
          services are derived from the sale, installation and servicing of
          deregulated communications systems.  Mid-Plains 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.  This resulted in 
          net deferred revenues of $273,000 and $185,000 at December 31, 1996
          and 1995, respectively, which are included in other current 
          liabilities.

     Cash and Cash Equivalents - Cash and cash equivalents include cash and
     certificates of deposit with original maturities of three months or 
     less.  Cash and cash equivalents are stated at cost which approximates 
     market value.  At December 31, 1996 and 1995, Mid-Plains had bank 
     deposits in excess of federally insured limits of approximately 
     $682,000 and $510,000, respectively.

     Supplemental Cash Flow Disclosures - Mid-Plains, during 1996, 1995, 
     and 1994, paid interest in the amount of approximately $1,068,000, 
     $960,000, and $888,000, respectively, and income taxes in the amount of 
     approximately $1,658,000, $1,902,000, and $1,137,000, respectively.

     Earnings Per Share - Earnings per share are computed by dividing net 
     income by the weighted average number of shares of common stock 
     outstanding.  The number of shares used in this calculation were: 
     1996 - 1,985,795; 1995 - 1,978,725; and 1994 - 1,969,628.

2.   PROPOSED MERGER

     Mid-Plains, Inc. (Mid-Plains) and Pioneer Communications, Inc.(Pioneer) 
     have entered into an Agreement and Plan of Merger (Merger Agreement) 
     dated December 31, 1996, which will result in the combination of 
     Mid-Plains and Pioneer into a holding company. The proposed merger, 
     which will be accounted for as a pooling of interests, has been approved
     by the respective Board of Directors.  It is still subject to approval 
     by the shareholders of each company.  The companies expect to receive 
     shareholder approvals and complete the proposed combination during the 
     second quarter of 1997.  Under the terms of the proposed Merger 
     Agreement, Mid-Plains' shareholders will become shareholders of the 
     holding company's common stock on a share-for-share basis and Pioneers' 
     shareholders will become shareholders of the holding company's common 
     stock on a four-for-one basis.
     
3.   EXTRAORDINARY ITEM - SFAS 71

     On a regular basis, management has evaluated the continued applicability of
     accounting for its telecommunications operations under SFAS 71.  In the 
     second quarter of 1996, Mid-Plains concluded that generally accepted 
     accounting principles (GAAP) prescribed by SFAS 71 were no longer 
     appropriate due to a number of factors including: The Federal 
     Telecommunications Act of 1996; Mid-Plains' application pending before 
     the Public Service Commission of Wisconsin (PSCW) for authority to 
     implement an alternative plan to traditional rate-of-return regulation;
     and recognition of potential increased competition. 

     As a result of the discontinuation of applying SFAS 71, Mid-Plains 
     recorded a second-quarter extraordinary noncash after-tax charge of 
     $1,782,000.  The following table is a summary of the extraordinary 
     charge:
<TABLE>
     In Thousands
                                      Pretax         After tax
     <S>                              <C>            <C>
     Increase in the accumulated 
       depreciation balance           $ 3,036        $ 1,845
     Non-plant assets and liabilities    (121)           (63)
                                      $ 2,915        $ 1,782 
</TABLE>
     The adjustment of $3,036,000 to net telecommunications plant was 
     necessary as the estimated useful lives historically acceptable to the 
     PSCW did not keep up with the rapid pace of technological changes in the
     industry and differed significantly from those used by unregulated 
     enterprises.  Plant balances were adjusted by increasing the accumulated
     depreciation balance.  The increase was supported by a depreciation 
     analysis that identified inadequate accumulated depreciation levels 
     which Mid-Plains believes developed over the years primarily as a result
     of the systematic under-depreciation of assets resulting from the
     regulatory process.  An impairment analysis was performed that did not 
     identify any additional amounts not recoverable from future operations.

     When adjusting its net telecommunications plant, Mid-Plains gave effect to
     shorter, more economic realistic lives.  The following is a summary of 
     average lives of the affected telephone plant before and after the 
     discontinuance of SFAS 71.  

     Asset Category                            Before         After
     Digital Switching Equipment               13             10
     Underground Metallic Cable                28             20
     Buried Metallic Cable                     23             19
     
4.   COMMON STOCK  

     On April 29, 1996, the shareholders of Mid-Plains approved amendments to
     the Company's Articles of Incorporation changing the Company's common 
     stock from $3.33 1/3 par value to no par value and increasing the number
     of authorized shares of common stock from 3,000,000 to 25,000,000.  The 
     number of shares issued and outstanding as of December 31, 1996 and 1995
     were 1,989,041 and 1,982,960, respectively.

5.   LONG-TERM DEBT

     The following table sets forth interest rates and other information on 
     long-term debt outstanding at December 31, after giving effect to 
     February 1997 refinancing of $2,601,000 Wisconsin Investment Board (WIB)
     First Mortgage Notes and $4,800,000 notes payable to banks.
<TABLE>
                                        
                                      Interest                December 31,
                                      Rates    Maturities     1996      1995
  In Thousands
  <S>                                 <C>      <C>            <C>      <C>
  Registered Subordinate Debentures   8%       2000           $5,000   $5,000
  
  Wisconsin Investment Board First 
    Mortgage Notes:                   8-1/2%   1974-1998         -        414
                                      9-3/4%   1987-1997         -        653
                                      10-1/2%  1991-2000         -      2,503
  
  RTFC First Mortgage Note             6.3%*   1997-2012       7,401      - 
                                          
                                                              12,401    8,570
  Less current portion                                           216      973
  
  Long-term debt                                             $12,185   $7,597
     
  * Variable rate based on RTFC's cost
</TABLE>
  
     On January 31, 1997, Mid-Plains entered into a financing agreement with
     the Rural Telephone Finance Cooperative (RTFC) that permits the Company
     to borrow up to $22,105,000 within four years at the RTFC's variable or
     fixed rates of interest as determined by RTFC.  Mid-Plains is required
     to purchase Subordinated Capital Certificates (SCC's) equal to 5% of
     the advanced amount.  SCC's are noninterest-bearing and are returned as
     the loan is repaid.  The RTFC financing agreements provide that:
     $12,000,000 of the loan is available for refinancing existing debt, for
     capital expenditures and to provide working capital for telephone
     operations; $9,000,000 is available to invest in PCS Wisconsin (See
     note 10) and $1,105,000 is available to purchase SCC's.

     Substantially all of the assets of Mid-Plains are pledged under the
     RTFC mortgage note.

     In connection with the RTFC financing agreement, Mid-Plains is subject
     to restrictions on debt and the amount of retained earnings available
     for cash dividends.  Under the agreement, at December 31, 1996,
     $3,542,000 of its retained earnings were not restricted and thus
     available for the payment of dividends.  

     Long-term debt maturing within each of the next five years is as
     follows: 1997 - $216,000; 1998 - $305,000; 1999 - $ 327,000; 2000 -
     $5,351,000 and 2001 - $ 376,000.

6.   SHORT-TERM FINANCING

     The table below contains information related to short-term financing:
<TABLE>
                                      Year Ended December 31,  
                                      1996           1995       1994 
     In Thousands
     <S>                              <C>            <C>        <C>
     Balance of notes payable to 
        banks at end of year          $  *           $4,440     $1,300
     Weighted average interest rate  
        at end of year                 8.10%          8.30%      8.50%
     Maximum amount outstanding
        during year                   $5,682         $4,440      $2,400
      Average amount outstanding
        during year                   $3,864         $1,619      $1,392
      Weighted average interest
        rate during the year           8.10%          8.80%       6.91%
     
     * Balance of notes payable to banks at December 31, 1996 was included
     in long-term debt due to refinancing (See note 5).  After giving effect
     to the refinancing, Mid-Plains has available unused lines-of-credit of
     $7,000,000 for general corporate purposes.
</TABLE>
7.   PROPERTY, PLANT AND EQUIPMENT

     The components of property, plant and equipment were as follows:
<TABLE>
                                        December 31,
                                        1996        1995
     In Thousands
     <S>                                <C>         <C>
     Land                               $   318     $    318
     Buildings                            3,434        3,431
     Digital switching equipment         17,166       15,668
     Cable, wiring and conduit           24,283       21,813
     Other                                5,257        4,879
                                         50,458       46,109
     Under construction                      94           89
                                         50,552       46,198
     Less accumulated depreciation      (21,730)     (16,663)
                                        $28,822      $29,535
</TABLE>
     The 1996 increase in accumulated deprecation includes $3,036,000 due to the
     discontinuation of applying SFAS 71.

8.    INCOME TAXES 

     The components of income tax expense were as follows:
<TABLE>
                                           Year Ended December 31,   
                                           1996         1995         1994 
     In Thousands
     <S>                                   <C>          <C>          <C>
     Current:
       Federal                             $1,377       $1,479       $1,018
       State                                  357          373          263
          Total current                     1,734        1,852        1,281
      Deferred:
        Federal                               363          247          395
        State                                  91           74          110
          Total deferred                      454          321          505
      Investment tax credits                  (49)         (64)         (71)
     Total income tax expense              $2,139       $2,109       $1,715
</TABLE>

     The following is a reconciliation of the statutory federal income tax 
     rate of 34% to Mid-Plains' effective income tax rate.
<TABLE>
                                          Year Ended December 31,    
                                          1996         1995         1994 
     <S>                                  <C>          <C>          <C>
     Statutory federal income tax
        rate                              34.0%        34.0%        34.0%
     State income taxes, net of
       federal benefit                     5.3          5.4          5.3
     Amortization of investment tax
       credits                             (.9)        (1.2)        (1.6) 
     Amortization of excess deferred
       federal taxes                       (.4)         (.6)         (.7)
     Other differences                      .3           .5           .3 
     Effective income tax rate            38.3%        38.1%        37.3%
</TABLE>
<TABLE>
  The components of Mid-Plains' deferred tax asset (liability) were as follows:
 
                                              December 31,  
                                              1996         1995   
               
     In Thousands
     <S>                                      <C>          <C>
     Deferred tax asset:
       Unamortized investment tax credit      $   60       $  112  
       Compensated absences                      242          196       
       Deferred compensation                     115          106     
        Deferred income                          102           91     
        Other                                    178          143       
        Deferred tax asset                       697          648       

     Deferred tax liability:
       Property, plant and equipment
         depreciation                         (2,044)      (2,636)
       Cellular interest                        (954)        (920)            
       Other                                     (61)        (118)             
       Deferred tax liabilities               (3,059)      (3,674) 

     Net deferred tax liability               (2,362)      (3,026)   
     Less: Current deferred tax asset           (206)        (204)  
     Long-term deferred tax liability        $(2,568)     $(3,230)
</TABLE>

9.   BENEFIT PLANS

     Pension Plan - Mid-Plains 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.

     Mid-Plains applies the Financial Accounting Standards Board's SFAS 87,
     "Employers' Accounting for Pensions", using a measurement date of 
     September 30 for financial reporting purposes.

     The funded status of the plan at October 1 for the year ended 
     December 31 was as follows:   
<TABLE>
                                             1996             1995 
     <S>                                     <C>              <C>
     In Thousands
     Vested benefit obligation               $ 5,717          $  4,889
     Non-vested benefit obligation               119                89
     Total actuarial present value of
       accumulated benefit obligation        $ 5,836          $  4,978  
     Projected benefit obligation for 
       service rendered to date              $(9,124)         $ (7,557)
     Plan assets at fair value as of 
       October 1                               6,748             6,101
     Plan assets less than
       projected benefit obligation           (2,376)           (1,456)
     Unrecognized loss on assets               2,135             1,425
     Unrecognized net asset at transition        (94)             (115)
     Unrecognized prior service cost             333               243
     Amount contributed to plan for fourth
       quarter                                                     155
     Prepaid pension (accrued) cost 
       at December 31                        $    (2)         $    252  
</TABLE>
     
     On December 17, 1996, the Company's Board of Directors voted to 
     terminate the pension plan effective April 15, 1997.  It is anticipated 
     that plan settlement will not have a material effect on the Company.
<TABLE>
          The net periodic pension cost consists of the following:
     
                                             1996          1995         1994
     In Thousands
     <S>                                     <C>           <C>          <C>
     Service cost - benefits earned 
       during the period                     $ 506         $ 494        $ 548
     Interest cost on projected benefit
       obligation                              488           454          449 
     Actual return on plan assets             (228)         (719)         230
     Net amortization and deferral            (201)          403         (584) 
     Net pension cost                        $ 565         $ 632        $ 643 
     Rates used for calculations -
     Discount Rate - interest rate used to
       adjust for the time value of money    6.50%          6.50%        6.50%
     Assumed rate of increase in  
       compensation levels                   5.26%          5.30%        5.33% 
     Expected long-term rate of return
       on pension assets                     7.75%          7.75%        7.75%
     
       401(k) Benefit Plan - Mid-Plains offers a defined contribution 401(k)
       benefit plan to substantially all employees.  The cost of the 401(k) 
       plan was as follows:  1996 - $189,000, 1995 - $179,000, and 
       1994 - $178,000.
     
       Retiree Health Insurance Plan - Mid-Plains has a retiree health 
       insurance plan for telephone operations employees retiring after 1992.
       The plan, which is unfunded, provides for limited coverage to retirees
       between the age of 60 and 65, based on accumulated sick leave in 
       excess of 720 hours. The cost of the plan was $67,000 in 1996, $48,000
       in 1995, and $26,000 in 1994.
     
       Stock Purchase Plan - Mid-Plains has a stock purchase plan which allows
       employees and directors to purchase limited quantities of Mid-Plains, 
       Inc. stock.  Mid-Plains has a pricing policy under which employees, 
       other than officers, may purchase shares at a discounted market price 
       and officers and directors may buy shares at full market price.  
     
       Deferred Compensation Plan - Mid-Plains has an unfunded deferred
       compensation plan whereby an officer or director can defer a portion of
       current officers' salaries or director fees.  For income tax purposes, a
       deduction is allowed at the time compensation is paid to the 
       participants.
     
10.  COMMITMENTS AND CONTINGENCIES

     Capital expenditures for 1997 are estimated at $9 million, and substantial
     commitments have been made in connection with such expectations.  
     
     On January 14, 1997, PCS Wisconsin LLC (PCS-WI), a subsidiary of 
     Mid-Plains in which it has a 75% interest, was the successful bidder for
     a broadband Personal Communications Services (PCS) F-block license at an
     auction of the FCC.  This 10MHz PCS license will, when granted, 
     authorize the Company to provide two-way voice and data services on a 
     new wireless digital network.  The license covers Dane County and nine 
     adjacent counties with a total population of approximately 600,000.  
     PCS-WI's bid for the license was $3,248,000.  Pursuant to the FCC's
     auction procedures, on January 23, 1997, PCS-WI applied $325,000 of its 
     bid deposits as a 10% down payment and will pay another 10% within five 
     days of grant of license with the remaining 80% to be financed by the 
     federal government over the next 10 years.

     PCS-WI will be required by the FCC 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.  
     PCS-WI anticipates that construction, development and introduction of 
     PCS networks and services will require substantial capital and operating
     expenditures over the next several years.

11.  INVESTMENT, LIMITED PARTNERSHIP

     Mid-Plains has an 18% share in a cellular partnership with Ameritech which
     provides cellular telephone service in Madison, Janesville/Beloit and 
     bordering areas.  The investment is accounted for using the cost method.

     From time to time, the general partner may request additional capital
     contributions from the limited partners to fund expansion or operation of
     cellular service.  In the event that additional capital is requested, 
     Mid-Plains may either contribute an amount equal to its then current 
     percentage interest or have its percentage interest reduced.  During 
     1995, Mid-Plains participated in a capital call and contributed 
     $1,995,000 to the partnership.  During 1996, Mid-Plains received 
     distributions from the partnership of $273,000.  No distributions were 
     received from the partnership during 1995 and 1994.

12.  SEGMENT INFORMATION

     Mid-Plains operates in two industry segments: telephone services and the
     sales and service of communications systems.

</TABLE>
<TABLE>
                                         Year Ended December 31,     
                                         1996          1995          1994 
     In Thousands
     <S>                                 <C>           <C>           <C>
     Operating Revenues
        Telephone operations             $19,861       $18,103       $15,560
        System sales and services          7,226         6,475         5,900
                                         $27,087       $24,578       $21,460

     Operating Income
        Telephone operations             $ 6,015       $ 6,130       $ 5,026
        System sales and services            701           334           456
                                         $ 6,716       $ 6,464       $ 5,482

     Identifiable assets
        Telephone operations             $37,259       $38,441       $31,508
        System sales and services          2,629         2,273         2,381
                                         $39,888       $40,714       $33,889

     Depreciation 
        Telephone operations             $ 3,428       $ 3,073       $ 2,307
        System sales and services            100           100            83
                                         $ 3,528       $ 3,173       $ 2,390

     Capital expenditures
        Telephone operations             $ 5,799       $ 7,016       $ 4,089
        System sales and services            102           130           144
                                         $ 5,901       $ 7,146       $ 4,233
</TABLE>
13.  FAIR VALUE OF FINANCIAL INSTRUMENTS

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

     After giving effect to refinancing (see Note 5), the fair value of 
     long-term debt, estimated using discounted cash flow analysis based on 
     Mid-Plains' estimated current incremental borrowing rates for debt with 
     similar terms, was as follows:

                                             1996      1995
                    In Thousands

                    Carrying amount          $12,401   $8,570
                    Fair market value        $12,901   $9,058

     It was not practicable to estimate the fair value of Mid-Plains' 
     investment in the cellular limited partnership interest because of lack 
     of quoted market prices.  The carrying amount at December 31, 1996 is 
     based upon the cost method of accounting.  Management believes this 
     amount is not impaired.

14.  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>
     1996
     Operating Revenues               $6,609      $6,379     $7,309    $6,790
     Operating Income                 $1,706      $1,663     $1,840    $1,507  
     Income before Extraordinary Item $  887      $  899     $  954    $  702
     Net Income (loss)                $  887      $ (883)    $  954    $  702
     Earnings per Share               $  .45      $ (.45)    $  .48    $  .36
     
     1995
     Operating Revenues               $5,746      $6,019     $6,710    $6,103
     Operating Income                 $1,535      $1,706     $1,856    $1,367  
     Net Income                       $  825      $  946     $  976    $  678
     Earnings per Share               $  .42      $  .46     $  .49    $  .36
</TABLE>
     
     The second quarter of 1996 includes a $1,782,000 ($.89 per share) after 
     tax charge related to the discontinuance of applying SFAS 71, as 
     discussed in Note 3 above.<PAGE>
Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

None.

Part III.

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The executive officers and directors of Mid-Plains are as follows:
<TABLE>
Name                          Age       Position                  
<S>                           <C>       <C>
Dean W. Voeks                 54        President and Director: 1997*
Howard G. Hopeman             53        Vice President and Chief  
                                        Financial Officer
Daniel J. Stein               42        Executive Vice President and  
                                        General Manager of subsidiary,
                                        Mid-Plains Communications Systems, Inc.
Fredrick E. Urben             55        Vice President, Administration
                                        & Human Relations, Secretary &
                                        Treasurer, and Director: 1998*
Floyd A. Brynelson<F1><F2>    82        Director: 1997*
S.C. Ehlers<F1>               90        Director: 1997*
Charles Maulbetsch<F1><F2>    62        Director: 1998*
Eugene A. Johnson<F1><F2>     68        Director: 1999*
Harold L. (Lee) Swanson<F1>   59        Director: 1999*
<FN>
<F1>Member of Compensation Committee
<F2>Member of Audit Committee
</FN>
*   Annual Meeting at which current director time expires
</TABLE>
Dean W. Voeks, an officer of Mid-Plains since 1987, joined the Board in
1991.  Mr. Voeks is also President and a director of Mid-Plains
Communications Systems, Inc. (MPCS), a subsidiary of Mid-Plains, since
1991.  Currently, Mr. Voeks is a director of First Business Bank of
Madison and the Wisconsin State Telephone Association.

Howard G. Hopeman has served as Vice-President and Chief Financial
Officer since 1989.  He is Secretary & Treasurer and a director of
MPCS.

Daniel J. Stein has served as Executive Vice President and General
Manager of MPCS for the past 10 years.  He became a director of MPCS in
1987.

Fredrick E. Urben has been an officer of Mid-Plains since 1972 and
joined the board in 1977.

Floyd A. Brynelson joined the Board in 1970.  Mr. Brynelson is a
retired partner and Of Council to Axley Brynelson, Attorneys and
Counselors.  Mr. Brynelson was General Counsel of the Company from 1981
to 1993.  He served as President of the Company from 1981 to 1990.  He
was also President of MPCS from 1985 to 1991, and a director from 1980
to 1991.

S.C. Ehlers joined the Board in 1969.  Mr. Ehlers, a retired printer
and publisher, also serves on the Board of MPCS since 1980.

Charles Maulbetsch joined the Board in 1981.  Mr. Maulbetsch was a
Vice-President of Middleton Community Bank from January 1, 1995 until
his retirement on December 31, 1995.  Prior to that he was a Bank
Consultant.  He is a director of Middleton Community Bank.

Eugene A. Johnson joined the Board in 1974.  Mr. Johnson is a semi-retired 
Certified Public Accountant, Independent Realtor, and President
of Johnson Hardware Stores.

Harold L.(Lee) Swanson joined the Board in 1981.  Mr. Swanson is
President and a director of State Bank of Cross Plains.  Mr. Swanson
has served on the board of MPCS since 1981 and is also a director of
Madison Gas & Electric Company.

Item 11.  EXECUTIVE COMPENSATION.

Compensation of Directors

In 1996, each non-employee director received an annual fee of $14,000
for serving on the Company's Board of Directors.  No additional fees
were paid for attending meetings.  Employee directors received no
directors' fees.

Compensation of Executive Officers

The following table summarizes the compensation for the fiscal years,
1994, 1995 and 1996 of the President (the chief executive officer) and
one other executive officer whose compensation exceeded $100,000 for
fiscal year 1996.
<TABLE>
                       Summary Compensation Table

Name and Principal          Annual Compensation           All Other
Position            Year       Salary         Bonus       Compensation<F1>
<S>                 <C>        <C>            <C>         <C>
Dean W. Voeks:      1996       $145,000       $35,000     $5,700
   President        1995        140,000        25,000      5,544
                    1994        125,000         7,500      5,590

Howard G. Hopeman:  1996       $ 97,000       $15,000     $4,704
   Vice President & 1995         93,500        11,000      4,389
   Chief Financial  1994         90,100         2,700      3,898
   Officer
<FN>
<F1>Company matching contribution to defined contribution 401(k) benefit plan.
</FN>
</TABLE>
                  Report of the Compensation Committee

The Company's principal executive compensation objective is to
compensate executive officers in a manner that will attract and retain
the services of an outstanding management team and provide incentives
to motivate superior performance by key employees.  To accomplish this,
the non-employee directors have developed a three component
compensation policy: (1) annual base salary adjustments designed to
recognize Company performance, professional growth and to adjust for
inflationary pressures: (2) annual incentive bonus based on Company
performance and individual achievement for the year; and (3)
promotional increases related to significant increases in
responsibility and/or disparities with comparable positions.  Specific
targets for professional growth and Company performance are not set for
an executive, but are evaluated on a subjective basis.

The compensation for Mr. Voeks, President (the chief executive
officer), reports for 1996 reflect the applications of the policies
described above. In 1996, Mr. Voeks' compensation was adjusted to
reflect a base salary adjustment for inflation.  Mr. Voeks' 1996 bonus
reflects his ability to anticipate and respond successfully to changes
in the business environment in which the Company operates, and Company
performance factors such as earnings.  

Mid-Plains' 1996 earnings per share before extraordinary item was
$1.73, the same as 1995 record earnings per share.  Mid-Plains' total
shareholder return for the five years ended December 31, 1996 was
slightly less than the S&P 500 Index but exceeded the S&P Telephone
Index.

Based on the policies described above, Mr. Voeks informs the Committee
of his proposed compensation for the Company's other executive
officers.

COMPENSATION COMMITTEE                                 
Floyd A. Brynelson                 S.C. Ehlers
Eugene A. Johnson                  Charles Maulbetsch
Harold L. (Lee) Swanson

             COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

SEC 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 Standards &
Poors (S&P) 500 Index for the broad market index, and a S&P Telephone
Index as the industry index.  These indices were selected because of
their broad availability and recognition.  The following chart compares
the total return of an investment of $100 in Company common stock on
December 31, 1991, with like returns for the S&P 500 and S&P Telephone
Indices.

(HERE IS A CHART COMPARING THE TOTAL RETURN OF AN INVESTMENT OF $100 IN 
COMPANY COMMON STOCK ON DECEMBER 31, 1991, WITH LIKE RETURNS FOR THE 
S&P 500 AND S&P TELEPHONE INDICES)

<TABLE>
                    12/31/91  12/31/92  12/31/93  12/31/94  12/31/95  12/31/96
<S>                 <C>       <C>       <C>       <C>       <C>       <C>
Mid-Plains, Inc.     $100.00  $107.75   $136.97   $158.45   $186.16   $200.40

S&P 500 Index         100.00   107.62    118.46    120.03    165.13    203.05

S&P Telephone Index   100.00   109.73    126.73    121.49    183.02    184.85
</TABLE>

              Pension Plan and Supplemental Retirement Plan

Mid-Plains, Inc. has a defined benefit pension plan covering the
employees of its telephone operations. Retirement benefits are based
upon years of service with the Company and final five-year average
annual salary.  The retirement benefits are not subject to any
reduction for Social Security benefits paid to the employees or any
other offset amounts.  For purposes of the plan, compensation means
payment for services rendered, including vacation and sick pay, and is
virtually equivalent to the annual compensation amounts reported in the
foregoing Summary Compensation Table.  Messrs. Voeks and Hopeman
currently have 10 and 8 credited years of service, respectively. 
Annual retirement benefits under the retirement plan at the normal
retirement age of 60 for specified levels of compensation and specified
years of service are illustrated in the following table:

<TABLE>
                                    Annual Pension at Normal
     Final Five-Year                Retirement Age of 60
     Average Annual Salary          After Years of Service Indicated<F1>
                                    15 Years    20 Years    25 Years
     <S>                            <C>         <C>         <C>
     $100,000                       $34,200     $45,600     $ 57,000
     $125,000                       $42,800     $57,000     $ 71,300
     $150,000                       $51,300     $68,400     $ 85,500
     $175,000                       $59,900     $79,800     $ 99,800
     $200,000                       $68,400     $91,200     $114,000
<FN>
<F1>Based upon a single-life, 120-month guarantee annuity.
</FN>
</TABLE>
On December 17, 1996, Mid-Plains' Board of Directors voted to terminate
the pension plan effective April 15, 1997.

Mid-Plains provides Mr. Voeks and Mr. Hopeman with a nonqualified
supplemental retirement plan, which provides supplemental retirement
benefits based on fixed annual contribution to the plan from 1995 until
they reach age 60.  The cost of the plan was $79,000 in 1996 and
$76,000 in 1995.

                       Management Continuity Plan

The Company has severance pay agreements (Agreements) with Mr. Voeks,
Mr. Hopeman and two other executive officers.  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 Agreement 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 agreement is
automatically extended on an annual basis, unless either the Company or
the employee gives a written notice of cancellation of such automatic
extension.

Directors Compensation Committee Interlocks and Insider Participation

Mr. Brynelson, a member of the Compensation Committee, was formerly
president of the Company.  He is a retired partner and Of Counsel to
Axley Brynelson, the primary law firm retained by the Company.  Mr.
Johnson, a member of the Compensation Committee, was formerly president
of a Company subsidiary.

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

(a)  Security ownership of certain beneficial owners.

     Pursuant to restrictions in Mid-Plains' By-Laws, as further
     described in Item 5, no person, including any "group" as that term
     is used in Section 13(d)(3) of the Securities Exchange Act of
     1934, may be, nor is any person in fact the beneficial owner of
     more than five percent of any class of the Company's voting
     securities.

(b)  Security ownership of management.

     At February 28, 1997, 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 February 28, 1997.
<TABLE>
                                Shares               Percent
Name of Beneficial Owner        Beneficially Owned   of Class
<S>                             <C>                  <C>
Floyd A. Brynelson               8,848<F1>           0.4%
S.C. Ehlers                     57,700               2.9%
Howard G. Hopeman                7,659<F1>           0.4%
Eugene A. Johnson               34,350<F1>           1.7%
Charles Maulbetsch              21,707<F1>           1.1%
Harold L. (Lee) Swanson          9,325<F1><F2>       0.5%
Fredrick E. Urben               21,924<F1><F3>       1.1%
Dean W. Voeks                    2,154<F1>           0.1%

All directors and 
executive officers as 
a group (9 persons)             165,682              8.3%


<FN>
<F1>Includes 2,252, 5,244, 1,770, 500, 4,515, 3,500, and 1,037 shares of
Company common stock, in self-directed Individual Retirement Accounts,
to which Messrs. Brynelson, Hopeman, Johnson, Maulbetsch, Swanson,
Urben, and Voeks, respectively, have voting and investment power.
<F2>Includes 2,325 shares of Company common stock held by the State Bank
of Cross Plains Profit Sharing Plan and Money Purchase Pension Plan
which Mr. Swanson serves as a member of its Qualified Plan Committee
and thereby has shared voting and investment power.
<F3>Includes 3,400 shares of Common stock in a family trust in which Mr.
Urben has a pecuniary interest, voting and investment power and 4,004
shares of Company common stock in a trust in which Mr. Urben has no
pecuniary interest but has voting and investment power.
</FN>
</TABLE>
(c)  Changes in control.

     As further described in Item 7, Management's Discussion and
     Analysis of Financial Condition and Results of Operations, Mid-Plains 
     and Pioneer Communications, Inc. (Pioneer) have entered
     into an Agreement and Plan of Merger dated December 31, 1996,
     which will result in the combination of Mid-Plains and Pioneer
     into a holding Company to be named Chorus Communications Group,
     Ltd.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In 1996, Floyd A. Brynelson, a director, was Of Counsel with Axley
Brynelson, the primary law firm retained by the Company.  The Company
has also retained their law firm in 1997.

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 1996 all required filings were made in a timely
fashion except for the following: one Form 4 ("Statement of Changes in
Beneficial Ownership") covering one transaction for Mr. Swanson, was
not filed but the transaction was subsequently reported on a year-end
Form 5 Report.

Part IV. 

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K. 

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

                3(ii)         Restated Bylaws
               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 as of December 31, 1996 by
          Mid-Plains, Inc. and Pioneer Communications, Inc. (See Form
          8-K dated January 7, 1997).

    3(ii) Restated Articles of Incorporation (See Exhibit 3.01, Form
          10-Q for the quarter ending June 30, 1996).

     4.   Mid-Plains, Inc., Series 1995 Registered Subordinated
          Debenture to M&I First National Bank, West Bend,
          Wisconsin, Trustee, (See Exhibit 4, Form 8-K dated July
          6, 1995).   

     99.  Mid-Plains, Inc. Employee Stock Purchase Plan (See Exhibit
          99, Form 10-Q for the quarter ended September 30, 1995).

(b)  Reports on Form 8-K.  There were no reports on Form 8-K filed with
     the Securities and Exchange Commission during the fourth quarter
     of the year ended December 31, 1996.




<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. 

                                   MID-PLAINS, INC.
                                   (Registrant)

Date: March 28, 1997               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               President and Director   March 28, 1997
Dean W. Voeks                  (Principal Executive 
                               Officer)


/s/Howard G. Hopeman           Vice-President and       March 28, 1997
Howard G. Hopeman              Chief Financial Officer
                               (Principal Financial
                               and Accounting Officer)



/s/Fredrick E. Urben           Vice-President,          March 28, 1997
Fredrick E. Urben              Administration & Human
                               Relations, Secretary &
                               Treasurer and Director

/s/Charles Maulbetsch          Director                 March 28, 1997
Charles Maulbetsch


/s/Harold L. (Lee) Swanson     Director                 March 28, 1997
Harold L. (Lee) Swanson

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