U. S. SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549



	FORM 10-QSB  AMMENDED
(Mark One)

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

For the quarterly period ended         June 30, 1996                           
	

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

For the transition period from ________________________ to 
____________________________

	Commission file number	0-18654

	AMERICONNECT, INC.

	(Exact name of small business issuer as specified in its charter)


	Delaware			                                        						48-1056927

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


  6750 West 93rd Street, Suite 110, Overland Park, KS 				66212

(Address of principal executive offices)							(Zip Code)

  (913) 341-8888   (Issuers's telephone number, including area code


	(Former name, former address and former fiscal year,
 if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by
 Section 13 or 15(d) of the Exchange Act during the past 12 months
 (or for such shorter period that the registrant was required to file
 such reports), and (2) has been 
subject to such filing requirements for the past 90 days.  
Yes    X   	No ____

State the number of shares outstanding of each of the issuer's classes
 of common equity, as of the latest practicable date:

As of August 1, 1996, the Issuer had outstanding 6,341,361 shares of
 Common Stock and 592,033 shares of Class A Common Stock.

Transitional Small Business Disclosure Format (check one):
Yes     		No  X 


	PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERICONNECT, INC.
Consolidated
Balance Sheets



	ASSETS               
<TABLE>
<S>                           <C>                     <C>
                                    June 30, 1996
                                     Unaudited            December 31, 1995

CURRENT ASSETS



  Cash                             $  207,959                $  293,492

 Accounts receivable, net of
 allowance of $396,472 at 1996
 and $361,260 at 1995 (Note 3)      2,414,849                 1,961,815

 Accounts receivable-trade,
 with affiliates                       11,421                     6,065

 Accounts receivable-agents, 
including accrued interest (Note 6)    30,355                     1,492

 Notes receivable-director/
shareholder (Note 2)                       --                    14,500

 Prepaid commissions                   91,057                   126,042

 Other current assets                  93,942                    94,251

 Total current assets               2,849,583                  2,497,657

NON-CURRENT ASSETS



 Equipment and software, net
 of accumulated depreciation 
and amortization of $270,871 
at 1996 and $230,868 at 1995          118,527                    143,202


 Deposits                               18,027                     19,528

TOTAL ASSETS                        $2,986,137                $2,660,387


See accompanying notes to financial statements









AMERICONNECT, INC.
Consolidated
Balance Sheets




                               June 30, 1996                     
                                 unaudited                  December 31, 1995

	LIABILITIES AND STOCKHOLDERS' DEFICIT



CURRENT LIABILITIES



  Accounts payable (Note 3)     $3,005,814                       $2,782,432

  Sales taxes payable              113,667                           97,460

  Accrued office closing costs          --                            8,539

  Other accrued liabilities           1,247                             733

  Total current liabilities       3,120,728                       2,889,164

NON-CURRENT LIABILITIES



  Customer deposits                   10,265                          8,264

  Total liabilities                3,130,993                     2,897,428

COMMITMENTS AND CONTINGENCIES
 (Notes 3 and 5)                          --                            --

STOCKHOLDERS' DEFICIT (Note 5)

  Class A common stock, par
  value $.00001 per share;
  10,000,000 shares authorized; 
  issued 6,562,033 shares                 66                            66



  Common stock, par value $.01 
  per share; 20,000,000 shares 
  authorized; issued 6,521,611 
  shares                              65,216                        65,050

  Additional paid-in capital       3,647,154                     3,642,731

  Accumulated deficit             (3,855,429)                   (3,943,025)

  Treasury stock - class
  A common, at cost;
  5,970,000 shares                       (60)                          (60)

  Treasury stock - common, 
  at cost; 180,250 shares              (1,803)                      (1,803)

  Total stockholders' deficit        (144,856)                    (237,041)

TOTAL LIABILITIES AND 
STOCKHOLDERS' DEFICIT               $2,986,137                  $2,660,387

</TABLE>

    See accompanying notes to financial statements








AMERICONNECT, INC.
Statements of Operations
(Unaudited)






                           For The Three Months   For the Six Months Ended
                              Ended June 30,               June 30,

<TABLE>
<S>                   <C>            <C>          <C>           <C>

                           1996           1995         1996           1995

REVENUES      


 Sales                 $4,322,276     $4,378,878    $8,565,187     $8,890,727

 Sales to affiliates       19,819         26,410        41,510         41,534

 Total revenues         4,342,095      4,405,288     8,606,697      8,932,261

COSTS AND EXPENSES





 Direct operating
 costs                   3,169,951     3,360,777     6,372,297     6,805,223

 Selling,
 administrative and 
 general expenses          908,305     1,055,094     2,096,879     2,082,065

 Depreciation
 and amortization           19,797        18,777        40,002        34,576

 Total costs and 
 expenses                4,098,053     4,434,648     8,509,178     8,921,864

 Operating income
 (loss)                     244,042     (29,360)        97,519        10,397

OTHER INCOME (EXPENSE)





 Interest income             2,475         5,558         4,479        12,571

 Interest expense           (4,866)       (2,498)      (17,292)       (3,240)

 Other income                2,890            --         2,890            --

 Loan fees                      --            --            --        (1,251)

 Total other income
 (expense)                     499         3,060        (9,923)        8,080

NET INCOME (LOSS) BEFORE
INCOME TAXES               244,541       (26,300)        87,596       18,477

 Income Tax Expense 
 (Note 4)                       --            --             --          --

NET INCOME (LOSS)         $244,541       ($26,300)       $87,596      $18,477

 Net income (loss) 
 per common and common
 equivalent share         $  0.033        ($0.004)      $  0.012       $0.002

 Weighted average 
 common and common 
 equivalent shares
 outstanding (Note 5)    7,434,054       7,327,698     7,434,054    7,327,698

</TABLE>

See accompanying notes to financial statements






AMERICONNECT, INC.
Statements of Cash Flows
(Unaudited)




                                                For the Six
                                               Months Ended

<TABLE>
<S>                              <C>                     <C>         
                                   June 30, 1996           June 30, 1995

 Cash flows from operating
 activities:

  Net income                          $  87,596                 $  18,477

  Adjustments to reconcile
  net income to cash provided
  by/(used in) operating
  activities:               

  Depreciation and amortization          40,002                     34,576

  Provision for doubtful accounts       128,680                    162,835

  (Increase) decrease in assets:
    Accounts receivable                (581,714)                   (443,037)

  Accounts receivable - 
  trade with affiliates                  (5,356)                     (2,803)

  Prepaid commissions                    34,985                          --

  Other current assets                      309                       10,269

  Deposits                                1,501                          637

  Increase (decrease) in liabilities:
    Accounts payable - trade            223,382                          654
    
    Sales tax payable                    16,207                       31,705

    Accrued office closing costs        (8,539)                       (9,307) 
    
    Deferred Income                         --                       (13,384)

    Customer deposits                     2,001                           --

    Other accrued liabilities               515                      (24,730)

    Net cash used in operating
    activities                          (60,431)                     (234,108)

Cash flows from investing activities:

  Purchase of equipment and software    (15,327)                      (72,791)

  Notes receivable -
  director/shareholder                       --                        (3,000)

  Payments on notes receivable -
  director/shareholder                    14,500                           --

  Notes receivable - employees           (10,000)                          --

  Notes receivable - agents              (20,000)                     (20,000)

  Payments on agents notes receivable      1,137                       16,762

  Net cash used in investing activities  (29,690)                     (79,029)

  Cash flows from financing activities:  

  Proceeds from bank loan              5,895,000                    1,745,000

  Payments on bank loan               (5,895,000)                  (1,703,198) 

  Sale of stock to employees               4,588                        2,250

  Net cash provided by financing 
  activities                               4,588                       44,052

  Net decrease in cash                   (85,533)                    (269,085)

Cash at beginning of period              293,492                      405,942

Cash at end of period                   $207,959                     $136,857


 Supplemental disclosures of
 cash flow information
 Cash paid during the period for:
 
   Interest                             $ 16,560                     $  2,461
   Income taxes                         $  2,245                     $  3,320


</TABLE>

	See accompanying notes to financial statements





				AMERICONNECT, INC.
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	THE COMPANY:  AmeriConnect, Inc. and its wholly owned subsidiary, 
 AmeriConnect, Inc. of New Hampshire (collectively, the "Company") resell
 long distance telecommunications services primarily to individuals and
 small to medium-sized businesses.  AmeriConnect, Inc. of New Hampshire was 
 formed June 28, 1993, in order to do business in the state of New Hampshire.

	The consolidated balance sheets as of June 30, 1996, the consolidated
 statements of operations for the six months ended June 30, 1996 and 1995,
 and the consolidated statements of cash flows for the six months ended
 June 30, 1996 and 1995 have been prepared by the Company, without audit. 
 In the opinion of management, all adjustments (which include only normal 
 recurring adjustments) necessary to present fairly the financial position,
 results of operations, and cash flows at June 30, 1996, and for all periods 
 presented have been made.

	Certain information and footnote disclosures normally included in financial 
 statements prepared in accordance with generally accepted accounting
 principles have been condensed or omitted.  It is suggested that these 
 condensed consolidated financial statements be read in conjunction with
 the financial statements and notes thereto included in the Company's 
 December 31, 1995 annual report to shareholders.  The results of operations
 for the periods ended June 30, 1996, and June 30, 1995, are not necessarily
 indicative of the operating results for the full year.

	
NOTE 2 - NOTE RECEIVABLE - DIRECTOR/SHAREHOLDER

	During 1994 and early 1995, the Company made loans totaling $14,500 to a
 director/shareholder.  They were secured by 19,000 shares of the Company's
 common stock and bore interest at 2 1/2% over the published prime rate found 
 in The Wall Street Journal.  The loans were paid in full on January 24, 1996.


NOTE 3 - COMMITMENTS AND CONTINGENCIES
	
	The Company has a contract with a firm to provide subscriber statement
 processing and billing services.  The contract is for a period of three (3)
 years and expires in September 1996.  The Company has negotiated a month-
 to-month arrangement that will begin in October 1996 and continue until
 shortly after the merger is consummated.  If the merger is 
 not consummated, the Company intends to negotiate a long term contract. 
 Terms of the contract provide for a monthly base charge with additional
 per unit processing charges.  

	The Company has a contract with Sprint to provide telecommunications 
 services for the Company's customers.  The Company has negotiated an 
 amendment to the contract that was retroactive to January 1, 1996. 
 The amendment covers the pricing of the services for a term of two years 
 beginning January 1, 1996.  The Company has a monthly minimum usage 
 commitment of $500,000 for each of the months covered by the agreement
 with a total minimum commitment of $12,000,000.  In the event the 
 Company's customers use less than the minimum commitment, the difference 
 is due and payable by the Company to Sprint.  Prior to the amendment, 
 the Company had a minimum monthly commitment of $1,000,000.  For the 
 period September 1, 1995, through December 1, 1995, the Company had an 
 accumulated shortfall of approximately $719,549 which will be offset 
 by the amount by which the Company's actual monthly billed usage for 
 the period beginning on January 1, 1996 exceeds the $500,000 minimum 
 commitment.  As a result of this offset, at June 30, 1996, there was 
 no accumulated shortfall and the Company was in compliance with the 
 contractual requirements ofthe agreement.  In the event the proposed 
 merger with Phoenix Network, Inc. occurs (See Note 9), the Company's 
 amendment to the Sprint contract will terminate on the closing date.

	The Company has a contract with WilTel to provide telecommunications 
 services at discounted rates which will vary based upon the amount of 
 usage by the Company.  The term of this usage commitment is thirty-nine 
 (39) months.  The Company's agreement with WilTel calls for a minimum 
 monthly usage commitment of $50,000 through January 1998.  In 
 the event the Company's customers use less than the minimum commitment 
 in any month, the difference is due andpayable by the Company to WilTel 
 in the following month.  On June 21, 1996, the Company executed an 
 amendment to the contract.  The amendment provides for additional 
 discounts to the Company for the usage months of June, July, August and 
 September of 1996.  In the event the proposed merger with Phoenix Network, 
 Inc. does not occur (See Note 9), the Company's monthly commitment would 
 increase to $250,000 beginning with October 1996 usage and continue for 
 the remainder of the existing term.  The Company was in compliance with 
 the contractual requirements of the agreement throughout the quarter 
 ended June 30, 1996.    

	On June 1, 1996, the Company entered into a revolving credit facility 
 which expires October 1, 1996, and allows for maximum borrowings by the 
 Company of the lesser of $1,000,000 or 50% of eligible (less than 61 days 
 old) receivables.  Interest is payable monthly at the bank's prime rate 
 (8.25% at June 30, 1996) plus 2%.  Under the terms of the credit facility, 
 the Company is required to meet certain financial covenants.  The line is 
 secured by all of the Company's accounts receivable.  During the second 
 quarter of 1996, the Company had used this facility for short term 
 borrowings, but had no outstanding borrowings at quarter end.  At June 
 30, 1996, the Company was in default of certain of these financial 
 covenants, which defaults are continuing.  While the Company currently 
 does not expect these defaults to impair its ability to utilize this 
 facility during the remainder of the existing term, it may negatively 
 impact the Company's ability to renew the credit facility.  In the event 
 the credit facility cannot be renewed or the Company is unable to utilize 
 the existing facility, the Company would attempt to obtain a comparable 
 credit facility from an alternative financing source. While the Company 
 has been able to obtain such facilities in the past, there can be no 
 assurance that the Company will beable to obtain a credit facility with 
 comparable terms or at all.  The inability to obtain a credit facility 
 would have a material adverse effect on the Company's financial condition 
 and business.
	
	In accordance with the terms of the credit facility, the Company purchased 
 a term life insurance policy on a key employee with a face amount of 
 $1,750,000 during the year ended December 31, 1994.  Annual premiums are 
 approximately $3,500.

	
NOTE 4 - INCOME TAXES

	A valuation allowance was established to reduce the deferred tax asset to 
 the amount that will more likely than not be realized.  

	The valuation allowance was adjusted for three month period ended June 30, 
 1996, and the year ended December 31, 1995, as follows:

<TABLE>
<S>                       <C>                 <C>
	
	                         	  June 30, 1996	     December 31, 1995

 Valuation allowance,
 beginning of period	          $1,667,882 	           	$591,512 
	
 Valuation adjustment	            (51,214)             	576,370 

 Adjustment in allowance 
 due to change in estimate	             --             	500,000 

 Valuation allowance, end
 of period	                    $1,616,668             	$1,667,882 

</TABLE>





NOTE 5 - COMMON STOCK, WARRANTS AND OPTIONS

	PUBLIC OFFERING:    In its initial public offering in 1989, the Company 
issued 828,000 units each of which consisted of five shares of previously 
unissued common stock, par value $.01 per share, and five redeemable Class A 
Warrants at a price per unit of $5.00.  Each of the Class A Warrants, 
which was transferable separately immediately upon issuance, entitled 
the holder to purchase for $1.00 one share of common stock and one 
redeemable Class B common stock purchase warrant ("Class B Warrant").  
The Class A Warrants expired on May 29, 1994.  Each Class B Warrant 
entitled the holder to purchase one share of common stock at $1.50 until 
May 29, 1994.  The warrants are not common stock equivalents for the 
purposes of the earnings per share computations.  (See Note 1.)  In 
addition, the Company granted the underwriter and finder options to 
purchase 57,600 and 14,400 units, respectively, at $6.00 per unit 
exercisable over a period of four years commencing one year from the date 
of the prospectus.   

	MISSING STOCK CERTIFICATES:  Prior to the Company's initial public 
offering, the stockholders of record as of March 29, 1989, executed escrow 
agreements which required the placement in escrow of 150,000 shares of 
outstanding common stock and 5,970,000 shares of outstanding Class A 
common stock pending the achievement of certain earnings objectives.  These 
earnings objectives were not met and, consequently, all of the shares 
subject to the escrow agreement were retired and have been accounted for as 
treasury stock since December 31, 1992.  In addition, in connection with 
the execution of a voting trust agreement in 1989, certificates 
representing 3,014,751 shares of Class A common stock were issued in the 
name of a voting trust in substitution for the certificates held by some of 
the stockholder-parties to the voting trust agreement.  This voting trust 
expired in June of 1992.  During the first quarter of 1992, however, the 
Company learned that the escrow agent associated with the escrow agreements 
asserts that it has never received the stock certificates representing the 
shares subject to the escrow agreements.  During the same period, the 
Company discovered that the certificates representing 2,975,751 of the 
shares transferred to the voting trust were never delivered to the Company 
for cancellation.  The Company has been unable to locate neither the 
original share certificates nor the certificates issued to the voting 
trust.  As a result, if a stockholder attempted to transfer any of the 
shares subject to the escrow agreements or the voting trust agreement in 
violation of such agreements, there can be no assurance that an innocent 
transferee could not successfully claim the right to the shares purportedly 
transferred to him or her.  The Company believes, however, that the legends 
affixed to each of the missing certificates, which state that the shares 
are subject to the restrictions of the voting trust agreement and the escrow
agreements, respectively, are sufficient to prevent a transferee from 
acquiring a valid claim with respect to the shares represented by the 
missing certificates.  In addition, the Company has obtained affidavits 
from each holder of the missing certificates that no such purported 
transfers have been made.

	STOCK RIGHTS:  The rights and preferences of common stock and Class A 
common stock are substantially identical except that each share of common 
stock entitles the holder to one vote whereas, each share of Class A common 
stock entitles the holder to five votes.  Class A common stock 
automatically converts into common stock on a one-for-one basis upon sale 
or transfer to an entity or individual who was not a holder of Class A 
common stock before such sale or transfer, or at any time at the option of 
the holder.  During each of 1994 and 1995, 113,400 shares of Class A stock 
were converted to common stock through private transactions. 

	STOCK OPTION PLANS:  On July 29, 1988, the Company adopted a stock option 
plan allowing 300,000 shares of unissued but authorized common stock for 
issuance of incentive and/or non-qualified stock options.  At June 30, 
1996, all options had been granted under the plan, and 23,000 options had 
been returned to the Company by employees who resigned prior to vesting.  
Such returned options are again available for use under the plan.

	On May 27, 1994, the Company adopted a second stock option plan allowing 
for 500,000 shares of unissued but authorized common stock for issuance of 
incentive and/or non-qualified stock options.  As of June 30, 1996, 487,000 
options under this plan had been granted and 174,356 options had been 
returned to the Company by employees who resigned prior to vesting.  Such 
returned options are again available for use under the plan.    

Stock option transactions for the period ended June 30, 1996, are summarized 
below:

<TABLE> 
<S>                    <C>               <C>              <C>    

                          	1988 Plan	          1994 Plan	        Total
Outstanding, beginning 
of quarter	                  166,000 	           314,000       	480,000 

  Granted                        	--                 	--             	-- 

  Exercised	                  (3,000)                	-- 	        (3,000)

  Cancelled	                      -- 	           (12,000)	       (12,000)

Outstanding, end of
 period	                      163,000 	          302,000 	       465,000 

Option price per share 
exercised	               $0.03 - $0.50 	              --	   $0.03 - $0.50 

Price for outstanding 
options 	                $0.03 - $0.50 	    $0.26 - $0.75  	$0.03 - $0.75 

</TABLE>

	The expiration dates for the options issued under the 1988 Plan range from 
May 1998 to December 2003.  At June 30, 1996, 23,000 shares were available 
for future grants under the 1988 Plan.

	The expiration dates for the options issued under the 1994 Plan range from 
August 2004 to December 2005.  At June 30, 1996, 187,356 shares were 
available for future grants under the 1994 Plan.


NOTE 6 - NOTES RECEIVABLE

		The Company conducts a portion of its business through agents.  Some of 
these agents have borrowed from the Company in order to obtain necessary 
capital to expand their operations.  These borrowings are represented by 
short term promissory notes.  The terms of the notes permit the Company to 
withhold the monthly payments from commissions due the agents, if 
necessary.  The interest rate for all the notes is 2 1/2% over the prime 
rate published by The Wall Street Journal.  At December 31, 1994, a reserve 
of $100,000 was established against amounts due from a specific agent whose 
receivable, including unpaid charges, aggregated $498,061.  During 1995, 
the Company and this agent became involved in litigation, and it was 
determined that no recovery on the amounts would be made.  As a result, 
the remaining receivable of $398,061 was written off.  The Company has 
negotiated a mutual release of all claims with this specific agent.  The 
Company received a credit in the amount of $300,000 in the second quarter 
of 1996 as a partial recovery of the amounts previously written off.


NOTE 7 - PROFIT SHARING PLAN

	The Company adopted a 401(k) savings plan effective January 1, 1994, 
covering nearly all eligible employees with at least six months of service.
Under the terms of the plan, employees may contribute up to 15% of their 
gross wages.  The Company matches 100% of the first 3% contributed by each 
employee.  The Company's contribution to the plan was $9,639 in the first 
six months of 1996.


NOTE 8 - ONGOING OPERATIONS

	The accompanying financial statements have been prepared in accordance 
with generally accepted accounting principles. The Company reported a net 
income of $87,596 for the six month period ended June 30, 1996.  At this 
time, liabilities exceed assets by $144,856.  Excluding the $300,000 
credit, the Company would have reported a net loss of $212,404.  In order 
to be profitable on an operating basis, the Company must achieve sufficient 
volume levels to obtain additional discounts under its existing carrier 
contracts or reduce other costs.  In addition, the Company may explore 
financing and other strategic transactions, such as the proposed merger 
(discussed in Note 9 below).

	The proposed merger would reduce the Company's direct operating costs 
through volume discounts on long-distance pricing from its carriers and 
would provide certain economies of scale which management believes would 
allow its operations to become profitable and allow it to compete for new 
and existing customers.  If, for any reason, the proposed merger is not 
consummated, the Company plans to increase sales and reduce its costs and 
will continue to explore other strategic alternatives (which may include 
financings, mergers, acquisitions, joint ventures or other strategic 
transactions).


NOTE 9 - SUBSEQUENT EVENT

		On January 15, 1996, the Company and Phoenix Network, Inc. ("Phoenix"), 
a Golden, Colorado-based long distance reseller and provider of value-added 
telecommunications services, signed a letter of intent to merge the two 
companies in a stock-for-stock transaction.  The parties executed a 
definitive merger agreement on June 14, 1996.  In connection with the 
proposed merger, Phoenix will issue shares of its common stock in exchange 
for all of the outstanding shares of the Company.  It is currently 
anticipated that the closing will take place in October 1996, pending the 
obtaining of all necessary regulatory approvals and approval of the 
Company's shareholders.  There can be no assurance the Company's 
shareholders will approve the merger or that the other conditions to the 
merger will be satisfied. 


ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS OR 
	              PLAN OF OPERATION

EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THIS REPORT ON 
FORM 10-QSB CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND 
UNCERTAINTIES.  THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY.  
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE 
NOT LIMITED TO, THOSE DISCUSSED IN THE SECTION ENTITLED "FACTORS THAT MAY 
AFFECT FUTURE RESULTS OF OPERATIONS," AS WELL AS THOSE DISCUSSED ELSEWHERE 
IN THE COMPANY'S REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

General	

	The Company's financial condition and results of operations continue to be 
negatively affected by increasing competition which contributes to lower 
profit margins and increasing costs for new sales.  While the proposed merger 
with Phoenix Network, Inc. will afford the new entity savings via combined 
carrier contracts and other economies of scale, there is no assurance that 
the proposed merger will be consummated.

	Competition.  Intense competition in the long distance telecommunications 
industry continues in 1996.  Major long distance companies like AT&T and 
Sprint are continuing to market directly to the Company's primary market - 
small to medium-sized businesses.  Other existing competitors are 
aggressively reducing rates to maintain and build customer base and expand 
minute volume.  In addition, new competitors continue to emerge targeting the 
Company's primary market.  Many of these competitors sought to build volume 
quickly and, in order to accomplish this goal, sold their long distance 
services at rates that, in the Company's opinion, do not reflect the full 
costs of doing business.  Accordingly, while the Company reduced its rates 
and undertook efforts to maintain and build its customer base (as described 
below), the Company was unable to match the rates and/or services offered by
many of its competitors, thereby increasing the number of customers lost to 
competitors.  While the Company continued to acquire new customers, 
lost business and rate reductions to existing accounts more than offset new 
business.  While total minutes billed increased approximately 7% from the 
second quarter 1995 to the second quarter 1996, the average revenue per 
minute dropped approximately 9%. 

	Sales Costs.  The Company sought to increase its volume by offering 
services at rates that were competitive in the market.  In addition, the 
Company hired Area Sales Directors and other personnel to support its sales 
agent program, increased commissions to sales agents to maintain its 
relationship with key agents, hired a Kansas City area direct sales 
force and promoted aggressive marketing campaigns designed to increase 
sales.  While the Company believes these actions to be necessary to respond 
to the competitive environment, they have the effect of increasing selling, 
general and administrative expenses.

Second Quarter Results 1996 Compared to Second Quarter Results 1995

	Total Revenues.  Total revenues decreased from $4,405,288 in the second 
quarter 1995 to $4,342,095 in the second quarter 1996, a decrease of $63,193
or approximately 1%.  The decrease is attributable to the decrease in average 
revenue per minute as previously discussed.

	Direct Operating Costs.  Direct operating costs decreased from $3,360,777 
in the second quarter 1995 to $3,169,951 in the second quarter 1996, a 
decrease of $190,826 or approximately 6%. As a percentage of revenues, direct 
operating costs decreased from approximately 76% in the second quarter of 
1995 to approximately 73% in the second quarter of 1996.  The decrease is 
attributable mainly to the execution of an amended contract with one of the 
Company's underlying carriers that afforded the Company more competitive 
rates.  The Company's direct operating costs decreased approximately 
$261,000 as a result of the amended contract.  Of the $261,000, 
approximately $133,000 related to first quarter 1996 usage.

	Selling, Administrative and General Expenses.  The Company's selling, 
administrative and general expenses decreased from $1,055,094 in the second 
quarter 1995 to $908,305 in the second quarter 1996, a decrease of $146,789 
or approximately 14%.  As a percentage of revenue, selling, administrative 
and general expenses decreased from approximately 24% in the second quarter 
1995 to approximately 21% in the second quarter 1996.  The decrease in 
selling, administrative and general expenses is due in large part to the 
recovery of a bad debt previously written off.  The Company received a 
credit in the amount of $300,000 related to the bad debt previously written 
off.  Without the effect of the $300,000 credit, selling, administrative and
general expenses would have increased from $1,055,094 in the second quarter 
of 1995 to $1,208,305 in the second quarter of 1996, an increase of $153,211 or
approximately 14%.  The biggest single increase in this expense category in 
dollars was in compensation expense. 

Compensation expenses increased from $601,987 in the second quarter 1995 to
$674,008 in the second quarter 1996, an increase of $72,021 or approximately
12%.  Salaries for sales related positions increased from $79,627 to 
$115,719, an increase of $36,092 or approximately 45%, which resulted from the
addition of several sales positions 
throughout 1996.  In-house commissions increased from $8,531 to $27,102, an 
increase of $18,571 or approximately 218%.  Agent commissions increased from 
$361,211 to $373,142, an increase of $11,931 or approximately 3% due to the 
introduction in late 1995 of a commission plan designed to attract high
volume agents.  

	Fees for professional services increased from $49,415 in the second quarter
 1995 to $109,196 in the second quarter 1996, an increase of $59,781 or 
 approximately 121%.  This increase resulted primarily from increases in the 
 costs of legal and accounting services associated with the potential merger 
 previously mentioned.
	
Six Month Results 1996 Compared to Six Month Results 1995

	Total Revenues.  Total revenues decreased from $8,932,261 for the first six 
 months of 1995 to $8,606,697 for the first six months of 1996, a decrease of 
 $325,564 or approximately 4%.  This decrease in revenues is attributable to 
 the decrease in average revenue per minute.


	Direct Operating Costs.  Direct operating costs decreased from $6,805,223 for 
 the first six months of 1995 to $6,372,297 for the first six months of 1996, a 
 decrease of $432,926 or approximately 6%.  As a percentage of revenues, 
 direct operating costs decreased from approximately 76% in 1995 to 74% in 
 1996.  The decrease was the result of the execution of a new carrier contract 
 that was effective September 1, 1995 and an amendment to the new contract that
 was effective January 1, 1996. (See Second Quarter Results above.)     

	Selling, Administrative and General Expenses.  The Company's selling,
 administrative and general expenses increased from $2,082,065 for the first six
 months of 1995 to $2,096,879 for the first six months of 1996, an increase of 
 $14,814 or approximately 1%.  As a percentage of revenue, selling,
 administrative and general expenses increased from 23% in 1995 to 24% in 1996.
 The increase in selling, administrative and general expenses was
 insignificant due in large part to the recovery of a bad debt previously 
 written off.  The Company received a credit in the amount of $300,000 
 related to the bad debt previously written off.  Without the effect of the
 $300,000 credit, selling, administrative and general expenses would have
 increased from $2,082,065 for the first six months of 1995 to $2,396,879 for 
 the first six months of 1996, an increase of $314,814 or approximately 28%. 
 The biggest single increase in this expense category in dollars was in 
 compensation expense. 

	Compensation expenses increased from $1,136,816 for the first six months of 
 1995 to $1,324,579 for the first six months of 1996, an increase of 
 $187,763 or approximately 16%.  Salaries for sales related positions increased 
 from $135,274 to $221,314, an increase of $86,040 or approximately 64%, which
 resulted from the addition of several sales positions throughout 1996.
 In-house commissions increased from $19,775 to $51,739, an increase of 
 $31,964 or approximately 162%.  Agent commissions increased from $672,104 to
 $727,111, an increase of $55,007 or approximately 8% due to the introduction
 in late 1995 of a commission plan designed to attract high volume agents.   
	Fees for professional services increased from $94,103 for the first six months
 of 1995 to $215,714 for the first six months of 1996, an increase of $121,611
 or approximately 129%.  This increase resulted primarily from increases in 
 the costs of legal and accounting services associated with the potential 
 merger previously mentioned.
	
	
Liquidity and Capital Resources

	On December 31, 1995 and June 30, 1996, the Company had a stockholders' 
 deficit of $237,041 and $144,856, respectively.  During the first six
 months of 1995, the Company used $234,108 cash from operations.  During the
 first six months of 1996, the Company used $60,431 cash in operations.  

	The Company has a contract with Sprint to provide telecommunications services 
 for the Company's customers.  The Company has negotiated an amendment to the
 contract that was retroactive to January 1, 1996.  The amendment covers the
 pricing of the services for a term of two years beginning January 1, 1996.  
 The Company has a monthly minimum usage commitment of $500,000 for each of the
 months covered by the agreement with a total minimum commitment of 
 $12,000,000.  In the event the Company's customers use less than the minimum
 commitment, the difference is due and payable by the Company to Sprint.  Prior
 to the amendment, the Company had a minimum monthly commitment of 
 $1,000,000.  For the period September 1, 1995, through December 1, 1995, the
 Company had an accumulated shortfall of approximately $719,549 which will 
 be offset by the amount by which the Company's actual monthly billed usage
 for the period beginning on January 1, 1996 exceeds the $500,000 minimum
 commitment.  As a result of this offset, at June 30, 1996, there was no
 accumulated shortfall and the Company was in compliance with the 
 contractual requirements of the agreement.  In the event the proposed merger
 with Phoenix Network, Inc. occurs (See Note 9), the Company's amendment
 to the Sprint contract will terminate on the closing date. 

	The Company has a contract with WilTel to provide telecommunications services
 at discounted rates which will vary based upon the amount of usage by the
 Company.  The term of this usage commitment is thirty-nine (39) months.  
 The Company's agreement with WilTel calls for a minimum monthly usage
 commitment of $50,000 through January 1998.  In the event the Company's
 customers use less than the minimum commitment in any month, the difference
 is due and payable by the Company to WilTel in the following month.  On
 June 21, 1996, the Company executed an amendment to the contract.  The
 amendment provides for additional discounts to the Company for the usage months
 of June, July, August and September of 1996.  In the event the proposed
 merger with Phoenix Network, Inc. does not occur (See Note 9), the Company's
 monthly commitment would increase to $250,000 beginning with October 1996 usage
 and continue for the remainder of the existing term.  The Company was in
 compliance with the contractual requirements of the agreement throughout 
 the quarter ended June 30, 1996.    

	On June 1, 1996, the Company entered into a revolving credit facility which
 expires October 1, 1996, and allows for maximum borrowings by the Company of
 the lesser of $1,000,000 or 50% of eligible (less than 61 days old) 
 receivables.  Interest is payable monthly at the bank's prime rate (8.25% at
 June 30, 1996) plus 2%.  Under the terms of the credit facility, the
 Company is required to meet certain financial covenants.  The line is secured
 by all of the Company's accounts receivable.  During the second quarter of
 1996, the Company had used this facility for short term borrowings, but
 had no outstanding borrowings at quarter end.  At June 30, 1996, the Company
 was in default of certain of these financial covenants, which defaults are
 continuing.  While the Company currently does not expect these defaults 
 to impair its ability to utilize this facility during the remainder of the
 existing term, it may negatively impact the Company's ability to renew the
 credit facility.  In the event the credit facility cannot be renewed or the
 Company is unable to utilize the existing facility, the Company would attempt
 to obtain a comparable credit facility from an alternative financing source.
 While the Company has been able to obtain such facilities in the past, there
 can be no assurance that the Company will be able to obtain a credit facility
 with comparable terms or at all.  The inability to obtain a credit facility 
 would have a material adverse effect on the Company's financial condition
 and business.
	
	In accordance with the terms of the credit facility, the Company purchased a
 term life insurance policy on a key employee with a face amount of
 $1,750,000 during the year ended December 31, 1994.  Annual premiums are 
 approximately $3,500.

	At June 30, 1996, the Company had a ratio of current assets to current
 liabilities of 0.91.  Working capital deficit at June 30, 1996 was $271,145.

	The Company's business as a non-facilities based reseller of long distance
 telecommunications services is generally not a capital intensive business,
 and at June 30, 1996, the Company had no material commitments for capital 
 expenditures.  The Company anticipates any additional capital expenditures
 in the future will be confined to minimal purchases of office fixtures and
 equipment.
	
	The proposed merger would reduce the Company's direct operating costs through
 volume discounts on long-distance pricing from its carriers and would provide
 certain economies of scale that together management believes would allow its
 operations to become profitable and allow it to compete for new and existing
 customers.  If for any reason the proposed merger is not consummated, the
 Company plans to increase its sales and reduce its costs and will continue to 
 explore other strategic alternatives (which may include financings, mergers,
 acquisitions, joint ventures or other strategic transactions).  

Factors That May Affect Future Results of Operations

	Dependence on Service Providers.  The Company depends on a continuing and
 reliable supply of telecommunications services from facilities-based,
 interexchange carriers.  Because the Company does not own or lease 
 switching or transmission facilities, it depends on these providers for the
 telecommunications services used by its customers and to provide the 
 Company with the detailed information on which it bases its customer billings.
 The Company's ability to expand its business depends both upon its ability to 
 select and retain reliable providers and on the willingness of such providers
 to continue to make telecommunications services and billing information 
 available to the Company for its customers on favorable terms and in a timely 
 manner.  

Potential Adverse Effects of Rate Changes.  The Company bills its customers
for the costs of the various telecommunications services procured on their
behalf.  The total billing to each customer is generally less than telephone 
charges for the same service provided by the major carriers.  The Company
believes its lower customer bills are an important factor in its ability to
attract and retain customers.  To the extent the differential  between the 
telephone rates offered by the major carriers directly to their customers and 
the cost of the bulk-rate telecommunications services procured by the
Company from its underlying carriers decreases, the savings the Company is 
able to obtain for its customers could decrease and the Company could lose
customers or face increased difficulty in attracting new customers.  If the 
Company elected to offset the effect of any such decrease by lowering its
rates, the Company's operating results would also be adversely affected.

Competition.  An existing or potential customer of the Company has numerous
other choices available for its telecommunications service needs, including
obtaining services directly from the same carriers whose services the 
Company offers.  From time to time, the Company's competitors may be able 
to provide a range of services comparable to or more extensive than those 
available to the Company's customers at rates competitive with, or lower than,
the Company's rates.  In addition, most prospective customers of the Company are
already receiving service directly from at least one long distance carrier, 
and thus the Company must convince prospective customers to alter these 
relationships to generate new business.  The Company competes with three 
major interexchange carriers, AT&T, MCI and Sprint, other large carriers, 
including Frontier and WorldCom, and several hundred smaller carriers.  
Additionally, as a result of legislation enacted by the federal government 
in February of 1996, the RBOCs and GTOCs will have, upon compliance with 
certain regulatory requirements, the right to provide long distance service. 
Many of the RBOCs and GTOCs have already announced their intention to enter 
the business of providing long distance service.  As a consequence, the 
telecommunications industry will remain highly competitive and be subject to 
rapid technological and regulatory change.  Because the tariffs offered by 
the major carriers for telecommunications services are not proprietary in 
nature, there are no effective barriers to entry into the Company's line of 
business.  Because of the considerably greater resources of competitors of 
the Company, there can be no assurance that the Company will be able to 
become or remain competitive in the current telecommunications environment.  

	Possible Volatility of Stock Price.  The market price of the Company's 
Common Stock has, in the past, fluctuated substantially over time and may 
in the future be highly volatile.  Factors such as the announcements of 
potential mergers, acquisitions, joint ventures or other strategic 
combinations involving the Company.  The announcement of the inability to 
consummate the proposed merger, rate changes for various carriers, 
technological innovation or new products or service offerings by the 
Company or its competitors, as well as market conditions in the 
telecommunications industry generally and variations in the Company's 
operating results, could cause the market price of the Common Stock to 
fluctuate substantially.  Because the public float for the Company's Common 
Stock is small, additional volatility may be experienced.

	Control by Officers and Directors.  As of June 30, 1996, the Company's 
executive officers and directors beneficially owned or controlled 
approximately 46.5% of the total voting power represented by the Company's 
outstanding capital stock, taking into account that holders of the 
Company's Class A Common Stock are entitled to five votes per share of 
such stock and assuming the exercise of all outstanding options for the 
Company's capital stock which are exercisable within sixty (60) days.  
The votes represented by the shares beneficially owned or controlled by the 
Company's executive officers and directors would, if they were cast 
together, control the election of a majority of the Company's directors and 
the outcome of most corporate actions requiring stockholder approval.

		Investors who purchase Common Stock of the Company may be subject to 
certain risks due to the concentrated ownership of the capital stock of the 
Company.  Such risks include: (i) the shares beneficially owned or 
controlled by the Company's executive officers and directors could, if they 
were cast together, delay, defer or prevent a change in control of the 
Company, such as an unsolicited takeover, which might be beneficial to the 
stockholders, and (ii) due to the substantial ownership or control of 
outstanding shares by the Company's executive officers and directors and 
the potential adverse impact of such substantial ownership or control on a 
change in control of the Company, it is less likely that the prevailing 
market price of the outstanding shares of the Company's Common Stock will 
reflect a "premium for control" than would be the case if ownership of the 
outstanding shares were less concentrated.

	Governmental Regulation.  As a reseller of long distance telecommunications 
services, the Company is subject to many of the same regulatory requirements
 as facilities-based interexchange carriers.  The intrastate long distance 
telecommunications operations of the Company are also subject to various 
state laws and regulations, including certification requirements.  
Generally, the Company must obtain and maintain certificates of public 
convenience and necessity from regulatory authorities in most states where 
it offers service, and in some of these jurisdictions it must also file and 
obtain prior regulatory approval of tariffs for intrastate offerings.  There 
can be no assurance that the regulatory authorities in one or more states 
or the FCC will not take action having an adverse effect on the business or 
financial condition of the Company.  

	PART 2. - OTHER INFORMATION
	
ITEM 6.         Exhibits and Reports on Form 8-K 

(a)	Exhibits
	
	1.	WilTel Amendment, dated June 11, 1996, by and between Registrant and 
    WilTel.

	2.	Mercantile Promissory Note, dated June 1, 1996, by and between Registrant 
    and Mercantile Bank.
	
	3.	Financial Data Schedule

(b)	Reports on Form 8-K

	On June 20, 1996, the Company filed a report on Form 8-K under Item 5 - Other 
 Events regarding a press release issued by the Company and Phoenix
 announcing that they had executed a definitive merger agreement.	


	SIGNATURE

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

									AMERICONNECT, INC.                               

Date:	August 14, 1996	
							/s/ Robert R. Kaemmer                                    
							Robert R. Kaemmer    
							President                  



June 11, 1996




Mr. Robert R. Kaemmer
President
AmeriConnect
6750 West 93rd., Suite 110
Overland Park, KS 66212

Dear Bob,

This letter serves to clarify an issue related to the existing WilMAX 
Agreement between AmeriConnect and WilTel (TSA#AMC-940627).

Due to a pending "purchase/merger" agreement between AmeriConnect and 
Phoenix Network, Inc. and the fact that Phoenix is a current WilTel 
customer, WilTel has agreed to give AmeriConnect a 15% discount on all 
applicable traffic billed to AmeriConnect's WilMAX accounts.  This 15% 
replaces the current term/volume discount applied under AmeriConnect's 
existing WilMAX Agreement.

This 15% discount applies only to applicable traffic during the months of 
June, July, August and September 1996 (i.e., July, August, September and 
October, 1996 invoices).  All other terms and conditions of AmeriConnect's 
WilMAX agreement have not changed and remain in full force and effect.

If, for any reason, the agreement between AmeriConnect and Phoenix is not 
consumated by the end of September, 1996, AmeriConnect has agreed to 
increase its current $50,000 commitment under its WilMAX agreement to $250,000 
beginning with the traffic in the month of October, 1996 and continuing for 
the remainder of the existing Service Term.  

The discounts applied beginning with October traffic will be as stated in 
AmeriConnect's WilMAX Agreement at the 
$250,000 level.

Furthermore, should the agreement between AmeriConnect and Phoenix be postponed 
beyond September 30, 1996 and completed at a later date, there will be no 
retroactive rerating of AmeriConnect's traffic at a discount higher than the 
then-current $250,000 level unless AmeriConnect has independently reached a 
higher billing level under its WilMAX Agreement.
Bob, if you can think of any other issues that should be included in this 
arrangement, please let me know.  To show your understanding and acceptance of
this arrangement, please sign below and return an original to me.

Sincerely,

/s/ Mick Mithelavage
Mick Mithelavage
Senior Carrier Executive
WilTel, Inc.

cc:	Jerry E. Smith
   	Denny Pflaum
	   Michael Bass

I fully understand and accept the arrangement described above.
AmeriConnect, Inc.

/s/ Robert R. Kaemmer     June 21, 1996
Robert R. Kaemmer 	       Date
President 


PROMISSORY NOTE

$1,000,000.00	Date: June 1, 1996

FOR THE VALUE RECEIVED, the undersigned, AmeriConnect, Inc., a Delaware 
corporation ("Borrower") hereby unconditionally promise to pay, to the order
of Mercantile Bank, a Kansas state bank ("Bank") 

On October 1, 1996, the principal amount of ONE MILLION AND NO/100 Dollars 
($1,000,000), or if less, the aggregate unpaid principal amount of all 
advances made by Bank to Borrower and evidenced by this Note.  The aggregate
principal amount which Bank shall be committed to have outstanding hereunder
any one time shall  not exceed ONE MILLION AND NO/100 Dollars ($1,000,000),
which amount may be borrowed, paid, reborrowed and repaid in whole or in 
part.  The initial advance, all subsequent advances and all payments made on
account of principal may be endorsed by the holder hereof in its records, 
or, at its option, on a schedule attached to this Note which shall be 
conclusive evidence of the principal owing and unpaid on this Note.  
Borrower further promises to pay to the order ofBank interest on the 
principal amount from time to time outstanding hereunder at the rate of 
2.0% per annum over the "Prime Rate", adjustable daily.  Interest is billed 
as of the last day of each month and is payable by the 10th of the following 
month, beginning with the payment billed June 30, 1996 and due July 10, 
1996, with any remaining accrued interest due at maturity of October 1, 
1996.  

After maturity, interest shall be payable on demand on the outstanding 
principal balance at a rate equal to 2.0% per annum in excess of the 
otherwise payable rate.  In addition, if Borrower fails to make any payment
of any principal or interest on this Note when due, Borrower promises to pay 
to the order of Bank on demand a late fee in an amount not to exceed the 
greater of $25.00 or 5.0% of each late payment.  All payments received by 
Bank shall be applied first to the payment of billed/due and unpaid late 
fees and the costs and expenses hereinafter described, next to billed/due 
and unpaid interest hereon, and the remainder to principal.  For purposes 
of this Note the term "Prime rate" shall be the interest rate announced 
from time to time by Bank as its "Prime rate" on commercial loans (which 
rate shall fluctuate as and when said Prime rate shall change).  Interest 
shall be computed on the basis of a year consisting of 360 days and paid 
for actual days elapsed.

All required payments shall be made in immediately available funds in lawful
money of the United States of America at the office of Bank situated at 4700 
W. 50th Place, Roeland Park, Kansas 66205 or at such other place as the holder 
may designate in writing.  The acceptance by the holder hereof of any principal 
or interest due after the date it is due as described above shall not be held
to establish a custom or waive any rights of the holder to enforce prompt 
payment of any other principal or interest payments or otherwise.  

Bank may record the date and amount of all loans and all payments hereunder 
in the records it maintains.  Bank's books and records showing the account 
between Bank and Borrower shall be conclusive evidence of the outstanding 
amounts under this Note.

This Note is referred to in that certain Revolving Loan Agreement dated 6/8/95 
by and between Borrower and Bank to which reference is made for a statement 
of additional terms and conditions, including, but not limited to, 
acceleration, which may affect this Note.

Borrower has the right to prepay this Note in whole or in part at any time 
without penalty or premium, provided (1) all billed/due and unpaid interest
shall accompany such prepayment; (2) there is not a default under any of the 
terms of this Note at the time of prepayment; and (3) all prepayments shall 
be credited and applied to the installments of  principal in inverse order of 
their stated maturity.

Borrower agrees to pay to Bank, upon demand by Bank, all reasonable costs, 
charges and expenses (including, but not limited to, to the extent permitted 
by applicable law, the reasonable fees and expenses of any attorney [including,
but not limited to, any attorney employed by Bank or any affiliate of Bank] 
retained by Bank) incurred by Bank in connection with (a) the collection or 
enforcement of Borrower's liabilities and obligations under this Note, (b) 
the collection and enforcement of Bank's right in and to any Collateral 
(hereinafter defined), and/or (c) any litigation, contest, dispute or 
other proceeding (whether instituted by Bank, Borrower or any other person or
entity) in any way relating to Borrower's liabilities and obligations 
hereunder and/or to the "Collateral."  Borrower's obligations, as aforesaid, 
shall survive payment of this Note.  For purposes of this Note, the term 
"affiliate of Bank" shall mean any entity which controls, is controlled by or 
is under common control with Bank, including, but not limited to, Mercantile 
Bancorporation Inc. ("MBI") and any banking or non-banking subsidiary of MBI.

Presentment, demand for payment, protest and notice of dishonor and of protest 
are hereby severally waived by all parties hereto, whether as maker, endorser
or guarantor to Bank.

TO INDUCE BANK TO ACCEPT THIS AGREEMENT AND ALL OTHER AGREEMENTS RELATED 
HERETO, BORROWER HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO BANK'S SOLE AND 
ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT 
ARISING OUT OF OR FROM OR RELATED TO THIS AGREEMENT OR ANY AGREEMENT RELATED 
HERETO OR ANY COLLATERAL HELD BY BANK IN CONNECTION HEREWITH OR THEREWITH SHALL 
BE LITIGATED ONLY IN COURTS HAVING SITUS WITHIN THE STATE OF KANSAS OR STATE OF
MISSOURI.  BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY 
LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN EITHER OF SAID JURISDICTIONS.  
BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE 
OF ANY LITIGATION BROUGHT IN ACCORDANCE WITH THIS SECTION.  BORROWER AND 
BANK IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY 
ACTION IN WHICH BORROWER AND BANK ARE PARTIES.  

The liabilities and obligations of Borrower under this Note shall
be secured by (a) Accounts Receivable, Furniture, Fixtures, Equipment, 
Software and trade name and Life Insurance and (b) any and all balances, 
credits, deposits or monies of or in the name of Borrower now or hereafter 
maintained with, and any and all other property of or in name of Borrower 
now or hereafter in the possession of Bank; and (c) any and all of Bank's 
security interests, liens or encumbrances heretofore, now and/or from time to 
time hereafter granted by Borrower and/or any endorser or guarantor to Bank, 
including, but not limited to, the security interests granted pursuant to 
Security Agreement (Comprehensive) dated June 8, 1995 and Security Agreement 
dated June 8, 1995.  Borrower hereby grants to Bank a security interest in the 
Collateral for the payment of all liabilities and obligations of Borrower 
under this Note, and all renewals and extensions thereof and for the payment of
all other present and future obligations to Bank regardless of whether currently
contemplated or agreed upon.  In addition to and not in limitation of all 
rights of offset that Bank or any other holder of this Note may have under 
applicable law, Bank or such other holder of this Note shall have the right 
to appropriate and apply to the payment of this Note any and all balances, 
credits, deposits, accounts or moneys of the Borrower than or thereafter 
with Bank or other holder.  

If any of the following events ("Events of Default") shall occur: (a) the 
Borrower fails to make any payment on this Note when the same shall become 
due and payable, whether under the terms of this Note or under any agreement, 
instrument or document heretofore, now or at any time or times hereafter 
delivered to Bank by Borrower; (b) a default or an event of default under any
agreement, instrument or document heretofore now or at any time or times 
hereafter delivered to Bank by Borrower which is not cured within the time, 
if any specified therefore in such agreement, instrument or document then, 
and in each such event, Bank or the holder of this Note may, at its option, 
declare the entire outstanding principal amount of  and all billed/due and 
unpaid interest on this Note and all other amounts payable by the Borrower 
hereunder to be forthwith due and payable, whereupon all of the unpaid principal
amount, billed/due and unpaid interest and all such other amounts shall be 
forthwith due and payable, whereupon all of the unpaid principal amount, 
billed/due and unpaid interest and all such other amounts shall become and be 
immediately due and payable, without presentment, demand, protest or further 
notice of any kind, all of which are hereby expressly waived by the Borrower, 
and Bank or holder may exercise any and all other rights and remedies which it 
may have under this Note or any other agreement, document or instrument 
evidencing, security or guaranteeing the payment of this Note or under 
applicable law.  

Notwithstanding anything contained herein to the contrary, in 
no event shall interest accrue under this Note at a rate in excess of the 
highest rate permitted by applicable law, and if interest (including, but not 
limited to, any charge or fee held to be interest by a court or competent 
jurisdiction) in excess thereof shall be paid, the excess shall constitute a 
payment of, and be applied to, the principal balance hereof then outstanding,
or at Bank's election, shall be repaid to the undersigned.

The undersigned warrant(s) and represent(s) that all loan proceeds of the 
indebtedness evidenced hereby are to be used exclusively for business 
purposes and not for personal, family, or household purposes of any of the 
undersigned.

All obligations of the Borrower (if more than one) hereunder are joint and 
several.  This Note shall be governed by and construed in accordance with the 
laws of the State of Kansas.

Borrower
AmeriConnect, Inc.
by:  /s/ Robert R. Kaemmer
Robert R. Kaemmer, President

Mailing Address
6750 W. 93rd Street, Suite 110
Overland Park, KS 66212
	
[TYPE]      EX-27


[ARTICLE]      5

<TABLE>
<S>                           <C>
[PERIOD-TYPE]                      6-MOS
[FISCAL-YEAR-END]                  12-31-96
[PERIOD-END]                        6-30-96
[CASH]                              207,959
[SECURITIES]                              0
[RECEIVABLES]                     2,853,097
[ALLOWANCES]                        396,472
[INVENTORY]                               0
[CURRENT-ASSETS]                  2,849,583
[PP&E]                              389,398
[DEPRECIATION]                      270,871
[TOTAL-ASSETS]                    2,986,137
[CURRENT-LIABILITIES]             3,120,728
[BONDS]                                   0
[COMMON]                             65,282
[PREFERRED-MANDATORY]                     0 
[PREFERRED]                               0
[OTHER-SE]                         (210,138)
[TOTAL-LIABILITY-AND-EQUITY]      2,986,137
[SALES]                           8,606,697
[TOTAL-REVENUES]                  8,606,697
[CGS]                             6,372,297
[TOTAL-COSTS]                     8,509,178
[OTHER-EXPENSES]                     (7,369)
[LOSS-PROVISION]                          0
[INTEREST-EXPENSE]                   17,292
[INCOME-PRETAX]                      87,596
[INCOME-TAX]                              0
[INCOME-CONTINUING]                  87,596
[DISCONTINUED]                            0
[EXTRAORDINARY]                           0
[CHANGES]                            87,596
[NET-INCOME]                         87,596
[EPS-PRIMARY]                         0.012
[EPS-DILUTED]                         0.012

</TABLE>