LINCOLN TELECOMMUNICATIONS CO
10-Q, 1994-05-13
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                  FORM 10-Q
           
                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549
                   ________________________________________
                 
      X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended March 31, 1994

                                    OR

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

                        For the transition period from ____________________to


                  
                        Commission File No.    2-70020   
                  ________________________________________                  
                  
                     Lincoln Telecommunications Company
            (Exact name of registrant as specified in its charter)

             Nebraska                                      47-0632436
   (State or other jurisdiction of                    (I.R.S. Employer     
    incorporation or organization)                     Identification No.) 
    
  1440 M Street, Lincoln, Nebraska                           68508          
  
(Address of principal executive offices)                   (Zip Code)       
  
Registrant's telephone number, including area code: 402-476-5289

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing equirements for the past 90 days.

                          Yes    X        No        
                              ------         ------
 Indicate the number of shares outstanding of each of the Registrant's
classes of Common Stock as of the latest practicable date.
                                   
    Class of Common Stock                    Outstanding at March 31, 1994
      $.25 par Value                                 32,352,550


   

                      PART I - FINANCIAL INFORMATION


            LINCOLN TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

The following consolidated financial statements of Lincoln Telecommunications
Company and its wholly owned subsidiaries have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission (SEC) and, in
the opinion of management, include all adjustments necessary for a fair
statement of income for each period shown.  All such adjustments made are of
a normal recurring nature except when noted as extraordinary or nonrecurring.

Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such SEC rules and regulations.  Management believes that the disclosures
made are adequate and that the information is fairly presented.  The results
for the interim periods are not necessarily indicative of the results for the
full year.  These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto in
the 1993 Annual Report on Form 10-K, which are incorporated by reference.  





























                                      -1-
Item 1 - Financial Statements
<TABLE>
                  LINCOLN TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                                               March 31, 1994    December 31, 1993
                                                (Unaudited)          (Audited)
                                                   (Dollars in Thousands)
<CAPTION>
        ASSETS
<S>                                              <C>                  <C> 
Property and equipment less
 accumulated depreciation and
 amortization                                   $ 240,410            $ 246,104

Investments and other assets                       45,565               47,163

Current assets                                     83,935               81,751

Deferred charges                                   20,751               20,261
                                                ---------            --------- 
     Total assets                               $ 390,661            $ 395,279
                                                =========            =========

   CAPITALIZATION AND LIABILITIES

Capitalization:

   Common stock investment                      $ 180,892            $ 184,032

   5% redeemable preferred stock                    4,499                4,499

   Long-term debt, excluding
    current installments                           44,000               44,000
                                                ---------            --------- 
     Total capitalization                         229,391              232,531
                                                ---------            --------- 
Current liabilities:

   Notes payable to banks                          36,000               41,500
   
   Accounts payable and accrued liabilities        38,559               32,885
                                                ---------            --------- 
     Total current liabilities                     74,559               74,385
                                                ---------            --------- 
Deferred credits and other long-
 term liabilities                                  86,711               88,363
                                                ---------            --------- 
     Total capitalization and liabilities       $ 390,661            $ 395,279
                                                =========            =========
</TABLE>



                                       -2-  
<TABLE>
                         LINCOLN TELECOMMUNICATIONS COMPANY
                         CONSOLIDATED STATEMENT OF EARNINGS
                                    (UNAUDITED)
                                                         Three Months Ended
                                                   Mar 31, 1994       Mar 31, 1993
                                          (Dollars in Thousands Except Per Share Data)
<CAPTION>
<S>                                                 <C>                  <C>
Telephone operating revenues:
   Local network services                           $ 18,706             $ 16,991
   Long distance services                              3,532                3,927
   Access services                                    12,778               11,688
   Directory advertising, billing
    and other services                                 4,129                4,120
   Other operating revenues                            3,627                3,444
                                                    ---------            ---------
      Total telephone operating revenues              42,772               40,170
                                                    ---------            ---------
Diversified operations revenues and sales:
   Long distance services                              4,782                4,942
   Product sales                                       2,202                1,434
   Other revenues                                         86                   87
                                                    ---------            ---------
      Total diversified operations
       revenues and sales                              7,070                6,463
                                                    ---------            ---------
Intercompany revenues                                 (1,829)              (1,896)
                                                    ---------            ---------
      Total operating revenues                        48,013               44,737
                                                    ---------            ---------
Operating expenses:
   Depreciation                                        7,959                7,044
   Extraordinary depreciation on cellular plant*       3,398                  --
   Cost of goods and services                          4,530                4,071
   Other operating expenses                           22,336               21,576
   Taxes, other than payroll and income                  950                  695
   Intercompany expenses                              (1,829)              (1,896)
                                                    ---------            ---------
      Total operating expenses                        37,343               31 490
                                                    ---------            ---------
      Operating income                                10,670               13,247
                                                    ---------            ---------
Non-operating income and expense:
   Income from interest and other investments          1,154                  884
   Charge for additional nonrecurring
    depreciation on cellular equipment
    in limited partnership*                            2,179                  --
   Interest expense and other deductions               1,649                2,122 
                                                    ---------            ---------
      Net non-operating expense                        2,674                1,238 
                                                    ---------            ---------

                                       -3-
                         LINCOLN TELECOMMUNICATIONS COMPANY
                      CONSOLIDATED STATEMENT OF EARNINGS (Cont.)
                                    (UNAUDITED)
                                                         Three Months Ended
                                                   Mar 31, 1994       Mar 31, 1993
                                          (Dollars in Thousands Except Per Share Data)

      Income before income taxes and cumulative
        effect of change in accounting principle       7,996               12,009
Income Taxes                                           3,018                3,937
                                                    ---------            ---------
      Income before cumulative effect of
       change in accounting principle                  4,978                8,072
Cumulative effect of change in accounting
 principle                                               --               (23,534)
                                                    ---------            ---------
      Net income (loss)                                4,978              (15,462)
Preferred dividends                                       56                   56
                                                    ---------            ---------
      Earnings (loss) attributable to 
       common shares                                $  4,922             $(15,518)
                                                    =========            =========
Earnings per common share:
      Earnings before cumulative effect of
       change in accounting principle               $    .15             $    .25
      Cumulative effect of change in
       accounting principle                              --                  (.73)
                                                    ---------            ---------
Earnings (loss) per common share                    $    .15             $   (.48)
                                                    =========            =========
Weighted average common shares outstanding
 (in thousands)                                       32,576               32,534
Dividend declared per common share                  $    .13             $    .12

*See comments under "Cellular Activities," page 8
</TABLE>

















                                       -4-   

<TABLE>
                          LINCOLN TELECOMMUNICATIONS COMPANY
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (UNAUDITED)
                                                        Three Months Ended    
                                                 Mar. 31, 1994      Mar. 31, 1993
                                                      (Dollars in Thousands)
<CAPTION>
<S>                                                 <C>                  <C>
Cash flows from operating activities:
   Net income (loss)                                $  4,978             $(15,462)
                                                    ---------            ---------
   Adjustments to reconcile net earnings (loss)
     to net cash provided by operating activities:
      Depreciation and amortization                    7,966                7,058
      Additional nonrecurring depreciation
       on cellular equipment                           3,398                  --
      Cumulative effect of change in
       accounting principle                              --                23,534
      Equity in undistributed earnings of joint
       venture and general partnership                 3,261                  842
      Provision for losses on receivables                123                  104
      Deferred income taxes                           (1,979)             (13,756)
      Increase in note receivable from
       general partnership                              (896)                (798)
      Changes in assets and liabilities
       resulting from operating activities:
         Receivables                                  (2,137)                (724)
         Materials, supplies and other assets            (78)                 131
         Deferred charges                               (496)             (14,755)
         Accounts payable and accrued expenses         2,727                  780
         Income taxes payable                          2,786                1,255
         Advance billings and customer deposits          161                   49
         Unamortized investment tax credits             (265)                (340)
         Other deferred credits                          592               29,742
                                                    ---------            ---------
               Total adjustments                      15,163               33,122 
                                                    ---------            ---------
               Net cash provided by
                operating activities                  20,141               17,660
                                                    ---------            ---------
Cash flows from investing activities:
   Expenditures for property and equipment            (5,892)              (4,322)
   Net salvage on retirements                            265                  (26)
                                                    ---------            ---------
               Net capital additions                  (5,627)              (4,348)







                                       -5- 
                          LINCOLN TELECOMMUNICATIONS COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont.)
                                      (UNAUDITED)
                                                        Three Months Ended    
                                                 Mar. 31, 1994      Mar. 31, 1993
                                                      (Dollars in Thousands)
   Proceeds from sale of investments and
    other assets                                          27                   35
   Purchases of investments and other assets            (830)                (245)
   Purchases of temporary investments                 (5,300)             (13,037)
   Maturities and sales of temporary investments      10,710               16,115
                                                    ---------            ---------
               Net cash used for
                investing activities                  (1,020)              (1,480)
                                                    ---------            ---------
Cash flows from financing activities:
   Dividends to stockholders                          (4,294)              (3,633)
   Proceeds from issuance of notes payable             1,000                  --
   Retirement of notes payable                        (6,500)                 --
   Purchase of treasury stock                         (3,920)                 --
   Sale of treasury stock                                 95                  --
   Retirement and conversion of long-term
    debt and redemption of preferred stock               --                  (125)
                                                    ---------            ---------
               Net cash used in financing
                activities                           (13,619)              (3,758)
                                                    ---------            ---------
Net increase in cash and cash equivalents              5,502               12,422
Cash and cash equivalents at beginning of year        15,341                9,585
                                                    ---------            ---------
Cash and cash equivalents at end of quarter         $ 20,843             $ 22,007
                                                    =========            =========
Supplemental disclosures of cash flow information:  
   Interest paid                                    $    369             $    541
                                                    =========            =========
   Income taxes paid                                $  2,470             $  3,060
                                                    =========            =========
</TABLE>















                                       -6-

                  LINCOLN TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

                                NOTES TO FORM 10-Q
 

The consolidated Form 10-Q reflects the operations of Lincoln
Telecommunications Company (the Company) and its wholly owned subsidiaries. 
The primary subsidiary is The Lincoln Telephone and Telegraph Company (LT&T)
which provides local and long distance telephone service in 22 southeastern
counties of Nebraska.  It further provides cellular telecommunications
services in the Lincoln, Nebraska Metropolitan Statistical Area (MSA) (which
includes all of Lancaster County in Nebraska) under the name of Lincoln
Telephone Cellular.  LinTel Systems Inc. (LinTel) provides telephone
answering services, sales of non-regulated telecommunication products and
services and toll services beyond LT&T's local service territory.  Prairie
Communications, Inc. (Prairie) has a 50% investment in, and is the operating
partner of, a general partnership with Centel Nebraska, Inc. which manages a
limited partnership providing cellular telecommunications services in the
Omaha MSA (which includes Douglas and Sarpy Counties in Nebraska and
Pottawatomie County in Iowa).  The limited partnership is doing business as
First Cellular Omaha (FCO).  A joint venture with Anixter Bros., Inc., doing
business as Anixter-Lincoln, warehouses and distributes electrical wire,
cable, and communications products in a six-state area which includes
Nebraska, North and South Dakota, Wyoming, Montana and Idaho.  

General

Earnings per share of common stock are based on the weighted average number
of shares of common stock outstanding during the periods presented herein. 
The weighted average shares used in the calculation were 32,576,008 for the
three-month period ended March 31, 1994 and 32,534,376 for the same period in
1993 (restated to reflect the 100% stock dividend referred to below).  

On April 24, 1991 the Board of Directors of the Company authorized the
Company to purchase up to 600,000 shares of its common stock from time to
time as market conditions warrant.  As of March 31, 1994, 274,376 shares have
been purchased.  These purchases are in addition to the purchases which the
Company has been making for purposes of satisfying participant requirements
under the Employee and Stockholder Dividend Reinvestment and Stock Purchase
Plan, satisfying Employer Matching and Stock Bonus Contributions under the
Company's 401(k) Savings and Stock Ownership Plan and satisfying participant
requirements under the Company's 1989 Stock and Incentive Plan.  

Effective January 6, 1994 the Company distributed a 100% stock dividend to
common stockholders of record on December 27, 1993, which has been treated as
a stock split for financial reporting purposes.  Common stock, premium on
common stock and all per share information has been retroactively adjusted to
give effect to the stock dividend for all periods presented.  





                                       -7-
On February 1, 1994 the Company entered into an agreement (Agreement) with 
Sahara Enterprises, Inc. (Sahara), then an owner of approximately 16.6% of 
the issued and outstanding common stock of the Company in connection with a
firm commitment underwritten public offering of shares of the Company's
common stock by Sahara (Offering).  The Agreement provided (i) the Company
with a right of first refusal to purchase additional shares of Company common
stock from Sahara for 120 days following the closing of the Offering; (ii)
that, concurrently with the closing of the Offering, the Company will
purchase 250,000 shares of Company common stock from Sahara at the Offering
price less 2 percent for future use in funding the Company's stock
obligations under one or more of its employee benefit plans; and (iii) that
Sahara will indemnify and reimburse the Company against payment of an amount
not to exceed the first $200,000 of the Company's out-of-pocket expenses in
connection with the Offering.  

On February 1, 1994 the Company filed a Form S-3 Registration Statement with
the Securities and Exchange Commission in connection with the Offering.  On
March 24, 1994 the Offering was closed and pursuant thereto, Sahara sold
1,850,000 shares of Company common stock to the public, reducing its
ownership of the issued and outstanding Company common stock to approximately
10%.  Concurrently therewith and pursuant to the Agreement, the Company
purchased 250,000 shares of Company common stock from Sahara for a purchase
price of $15.68 per share, a transaction which the Company financed with
current assets.  On April 12, 1994 Sahara sold an additional 136,200 shares
of the Company's Common Stock to the public in connection with an over-
allotment option which Sahara had granted in connection with the Offering. 
Exclusive of shares of common stock received by Sahara pursuant to Company
stock dividends or stock splits, Sahara (or its wholly-owned subsidiary)
beneficially owned the shares sold in the Offering and the 250,000 shares
sold to the Company concurrently therewith since the Company's formation as
a holding company effective February 23, 1981.

Cellular Activities

Due to changes in technology, customer growth, and usage demand for cellular
services in their respective markets, Lincoln Telephone Cellular and First
Cellular Omaha,  have entered into an agreement with AT&T dated March 15,
1994, to purchase digital cellular telephone systems to replace the existing
analog systems serving these markets.  These digital systems are expected to
increase capacity and performance in these markets.  The new Omaha system was
operational in April 1994 and the Lincoln system is expected to be
operational in mid-1995.    

The implementation of these system upgrades will cause the early retirement
of existing analog equipment prior to the expiration of its anticipated
useful life.  As a result, in the first quarter 1994, the Company wrote down
the value of these assets by approximately $3,398,000.  The after-tax impact
of this one-time non-cash charge to earnings was $2,050,000.   The Company's
share of a similar charge for First Cellular Omaha was $2,179,000, producing
an after-tax impact of $1,314,000.  The one-time, noncash reduction of first
quarter 1994 earnings is approximately $3,364,000 or $.104 per share.  See
Non-Operating Income (Expense), Page 16.  
                       
                                       -8-      
Nebraska Public Service Commission Order

On May 28, 1991 the Nebraska Public Service Commission (NPSC) ordered LT&T to
implement several rate and service changes which became effective August 16,
1991.  Increased rates for basic local service, together with reduced rates
for long distance calls and other changes included in the order, were
intended to be revenue-neutral.  Results were monitored monthly and were
reviewed with the NPSC after a full year of operation.  The NPSC determined
that a refund of $1 for each residential line and $2 for each business line
would be needed to achieve revenue neutrality.  The refunds were provided as
credits on customers' March 1993 billings.  In addition, the NPSC ordered
further reductions in rates for touch call service and long distance service,
estimated to be $1,589,000 annually.  These rate reductions became effective
March 1, 1993.  

Changes in Accounting Principles

Income Taxes

In February 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes". 
Statement 109 requires a change in the method of accounting for deferred
income taxes.  Under the asset and liability method of Statement 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  Under
Statement 109, the effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the accounting period in which the
enactment occurs.

Generally accepted accounting principles for regulated enterprises adopting
Statement 109 required, in the case of LT&T, the recognition of deferred
regulatory charges and deferred regulatory credits of $15,856,000 and
$14,743,000, respectively.  In September 1993, an additional deferred
regulatory charge of $1,223,000 was recognized to account for the 1% increase
in the federal income tax rate, retroactive to January 1, 1993.  The adjusted
net effect of these regulatory charges and credits of $2,336,000 was recorded
on the financial statements as of January 1, 1993 and September 30, 1993 as
an increase to deferred income tax liabilities and will be amortized into
income tax expense on the financial statements over a ten year period.    

Total income tax expense for the three-month periods ended March 31, 1994 and
1993 was $3,018,000 and $3,937,000, respectively, and was comprised solely of
income taxes on income from continuing operations.  Income tax expense
(benefit) attributable to income from continuing operations for the quarters
ended March 31, 1994 and 1993 consists of:




                                       -9-
                                   First Quarter Ended March 31,
                                        1994            1993    
  Current

    U.S. Federal                    $ 4,290,000    $  3,596,000
    State and local                     958,000         824,000 
                                   -------------   -------------            
                                      5,248,000       4,420,000

  Deferred

    U.S. Federal                     (1,682,000)       (225,000)
    State and local                    (283,000)         82,000 
                                   -------------   -------------            
                                     (1,965,000)       (143,000)
  Investment tax credits               (265,000)       (340,000)
                                   -------------   -------------            
                                    $ 3,018,000     $ 3,937,000
                                   =============   =============

Income tax expense differed from the amounts computed by applying the U. S.
Federal income tax rate of 35 percent to pretax income from continuing
operations as stated in the following:  

                                   First Quarter Ended March 31,
                                        1994            1993    

  Computed "expected" tax 
    expense                         $ 2,798,000     $ 4,083,000
  Increase (reduction) in 
    income taxes resulting from:
    State and local taxes, net 
       of Federal tax benefit           439,000         598,000
    Non-taxable interest income         (30,000)        (20,000)
    Amortization of regulatory 
      deferred charges                  479,000         444,000
    Amortization of regulatory 
      deferred liability               (473,000)       (502,000)
    Amortization of investment 
      tax credits                      (265,000)       (340,000)
    Effect of 109 adoption on 
      non-regulated income                  --         (305,000)
    Other, net                           70,000         (21,000)
                                    ------------   -------------

                                    $ 3,018,000     $ 3,937,000
                                   =============   ============= 






                                      -10-

The significant components of deferred income tax expense (benefit) attribut-
able to income from continuing operations for the three-month periods ended
March 31, 1994 and 1993 were the following:  

                                                First Quarter Ended March 31,
                                                      1994            1993  
 
  Deferred tax expense (benefit)                 $(1,971,000)    $   (85,000)
  Amortization of regulatory deferred charges        479,000         444,000
  Amortization of regulatory deferred liability     (473,000)       (502,000)
                                                -------------   -------------
                                                 $(1,965,000)    $  (143,000)
                                                =============   =============

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at March 31,
1994 and December 31, 1993 are presented below:  
 
                                        March 31, 1994     December 31, 1993

  Deferred tax assets:
    Accumulated post-retirement 
      benefit cost                        $16,139,000           $15,946,000
    Regulatory deferred credits             5,627,000             5,884,000
    Other                                   2,500,000             2,438,000
                                         -------------         ------------- 
       Total gross deferred tax assets     24,266,000            24,268,000
       Less valuation allowance                     0                     0 
                                         -------------         ------------- 
       Net deferred tax assets            $24,266,000           $24,268,000
                                         =============         =============
  Deferred tax liabilities:  
    Plant and equipment, principally
      due to depreciation differences     $39,400,000           $40,720,000
    Regulatory deferred charges             3,908,000             4,036,000
    Other                                   1,952,000             2,486,000 
                                         -------------         -------------
       Total gross deferred tax 
         liabilities                       45,260,000            47,242,000 
                                         -------------         -------------
       Net deferred tax liabilities       $20,994,000           $22,974,000
                                        =============          =============

As a result of the nature and amount of the temporary differences which give
rise to the gross deferred tax liabilities and the Company's expected taxable
income in future years, no valuation allowance for deferred tax assets as of
December 31, 1993 and March 31, 1994 was necessary.






                                      -11-
Postretirement Benefits

In addition to the Company's defined benefit pension plan, the Company
sponsors a health care plan that provides postretirement medical  and other
benefits to employees who meet minimum age and service requirements upon
retirement.  

In respect to these benefits, the Company adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," as of January 1, 1993.  The new standard
requires accounting for these benefits during the active employment of the
participants.  The Company elected to record the accumulated postretirement
benefit obligation in the first quarter 1993.  After taxes, this one-time 
charge amounted to $23,534,000, net of income tax benefit of $14,890,000.

The following table presents the plan's status reconciled with amounts
recognized in the Company's consolidated balance sheet at December 31, 1993: 

  Accumulated Postretirement Benefit Obligation:  

    Retirees                                        $29,851,000
    Fully eligible active plan participants          10,202,000
    Other active plan participants                    7,328,000 
                                                   -------------
                                                    $47,381,000
                                                   
    Plan assets at fair market value                         --
    Unrecognized net loss                            (7,054,000)
                                                   -------------
    Accrued postretirement benefit cost
      recognized in the balance sheet               $40,327,000 
                                                   =============

For purposes of measuring the benefit obligation, a discount rate of 8.0% and
an 11.7% annual rate of increase in the per capita cost of covered benefits
(i.e., health care cost trend rate) was assumed for 1993.  This rate of
increase was assumed to decrease gradually to 5.5% by the year 2004.  

The Company has not designated any assets to fund plan obligations.  Net
periodic postretirement benefit costs for the quarters ended March 31, 1994
and 1993 include the following components:  

                                          First Quarter Ended March 31,
                                               1994            1993    

  Service cost                             $   107,000     $    75,000
  Interest cost                                924,000         908,000
  Amortization of unrecognized loss             42,000              -- 
                                           ------------    ------------
  Net periodic postretirement 
   benefit costs                           $ 1,073,000     $   983,000
                                           ============    ============  
      
                                      -12-
For purposes of measuring the benefit cost, a discount rate of 9.5% and a 12%
annual rate of increase in the health care cost trend rate was assumed for
1993.  This rate of increase was assumed to decrease gradually to 6.5% by the
year 2002.  The health care cost trend rate assumptions have a significant
effect on the amounts reported.    
















































                                      -13-

Item 2 - Management's Discussion and Analysis of Financial 
         Condition and Results of Operations

Liquidity and Capital Resources

Total capital additions to telephone plant for 1994 are projected to be
$31,457,000.  During the three-month periods ended March 31, 1994 and 1993,
cash provided by operating activities, less dividends paid, exceeded capital
additions.  

Short-term borrowings of $16,000,000 were completed December 31, 1991, and a
borrowing of $1,000,000 was completed on February 25, 1994.  Of these
borrowings, $10,000,000 remained outstanding at March 31, 1994.  Additional
short-term borrowings of $35,000,000 were completed July 6, 1993.  The latter
borrowings of $35,000,000 were used to fund the call of long-term First
Mortgage Bond Issues G, I and J.  The long-term debt interest savings, net of
premium and bond discount and issuance cost amortization expenses, will
exceed $2,511,000 for 1994.  Short-term debt for the latter borrowings was
reduced to $26,000,000 by March 31, 1994.  No long-term borrowings are
presently anticipated for 1994.  

Results of Operations

Revenues
                                              First Quarter 1994
                                              Increase (Decrease)
                                            Over First Quarter 1993

Telephone Operating Revenues:
  Local network services                            10.1%
  Long distance services                           (10.1%)
  Access services                                    9.3%
  Directory advertising, billing
    and other services                                .2%
  Other operating revenues                           5.3%
    Total telephone operating revenues               6.5%

Diversified Operations Revenues and Sales:
  Long distance services                            (3.2%)
  Product sales                                     53.6%
  Other revenue                                     (1.1%)
    Total diversified operations
      revenues and sales                             9.4%

Intercompany revenues                                3.5%

  Total operating revenues                           7.3%

All comparisons hereinafter made are of the first quarter for 1994 with the
same period in 1993.  The adjustments included are all of a normal recurring
nature except when noted as extraordinary or nonrecurring.  


                                      -14-
Local network services revenue increased $1,715,000 (10.1%).  An important
element is the growth in revenue from LT&T's cellular services.  Cellular
service revenue increased $790,000 (62.7%).  Cellular access lines grew 6,349
(70.9%) between March 31, 1993 and March 31, 1994.  Basic local services
revenue increased $666,000 (5.8%) led by growth of 10.8% and 6.0% in revenue
from centrex and small business services, respectively.  Residential and
business telephone access lines in service grew 2.5% from March 31, 1993. 
Revenue from Custom Calling-CLASS services increased $137,000 (83.7%).  

Long distance services revenue decreased $395,000 (10.1%).  The decrease is
due primarily to a mandated rate reduction by the NPSC effective March 1,
1993.  

Access services revenue increased $1,090,000 (9.3%).  Both interstate and
intrastate access services revenues significantly increased principally due
to increased traffic.

Total revenues from diversified operations grew by $607,000 (9.4%), led by a
growth of $768,000 (53.6%) from sales of telecommunications products and
services by LinTel.   

Overall, total operating revenues for telephone operations and diversified
operations increased $3,276,000 (7.3%) for the three-month period ended
March 31, 1994 over the same period in 1993.  

Operating Expenses

                                              First Quarter 1994
                                              Increase (Decrease)
                                            Over First Quarter 1993

Depreciation                                        13.0%
Additional nonrecurring depreciation 
  on cellular equipment                               -- 
Cost of goods and services                          11.3%
Other operating expenses                             3.5%  
Taxes, other than payroll
  and income                                        36.7%
Intercompany expenses                                3.5%  
    Total operating expenses                        18.6%  

All comparisons hereinafter made are of the first quarter for 1994 with the
same period in 1993.  The adjustments included are all of a normal recurring
nature except when noted as extraordinary or nonrecurring.  

In addition to a one-time non-cash charge of $3,398,000 for additional
nonrecurring depreciation on cellular equipment in the first quarter 1994, 
(see "Cellular Activities" on Page 8), depreciation expense increased
$915,000 (13.0%).  On March 16, 1994, the NPSC authorized new depreciation
rates for telephone plant, retroactive to January 1, 1994.  These new
depreciation rates will generate approximately $2,700,000 of additional
depreciation expense during 1994.  
 
                                      -15-
Cost of goods and services increased $459,000 (11.3%).  The cost of system
sales increased $580,000 (146.7%) as a result of increased sales by LinTel. 

Taxes, other than payroll and income, increased $255,000 (36.7%) due to
repayment of refunds to counties and subdistricts in final settlement of 1989
and 1990 property taxes which were received in first quarter 1993.  

Overall, total operating expenses increased $5,853,000 (18.6%) for the
three-month period ended March 31, 1994 over the same period in 1993.

Non-Operating Income (Expense)

                                              First Quarter 1994
                                              Increase (Decrease)
                                            Over First Quarter 1993

Income from interest and 
  other investments                                 30.5% 
Charge for additional nonrecurring
 depreciation on cellular equipment                               
 in limited partnership                               --
Interest expense and other 
  deductions                                       (22.3%)
    Net non-operating expense                      116.0%

Income from interest and other investments increased $270,000 (30.5%) for the
first quarter.  The increase is attributable to a combination of three
factors; 1) LT&T's interest income increased $80,000 (26.6%) over the first
quarter 1993 as a result of increases in short-term investments of
$4,400,000; 2) the Company's interest income from Prairie increased $98,000
to $896,000 in the first quarter; and 3) Prairie's portion of Omaha Cellular
General Partnership's operating loss decreased $74,000 (13.4%) over the same
period in 1993.

The Company recorded a one-time non-cash charge of $2,179,000 for the effect
of the additional nonrecurring depreciation on cellular equipment at First
Cellular Omaha in the first quarter 1994.  See "Cellular Activities" on 
Page 8.  

Interest expense and other deductions decreased $473,000 (22.3%) for the
first quarter, generally attributable to the decrease in interest expense on
funded debt of $721,000 offset by increases in interest expense of $267,000
on short-term borrowings.

Income Taxes

Income taxes decreased $919,000 (23.3%).  The decrease is attributable to the
increase in expense from the additional nonrecurring depreciation on cellular
equipment and the resulting decrease in income before income taxes.    




                                      -16-

                          PART II - OTHER INFORMATION



Item 1-5  -  Not applicable

Item 6    -  a)  Not applicable.  

             b)  Reports on Form 8-K.
                 During the quarter ended March 31, 1994, the
                 Registrant filed the following Form 8-K Reports:
                   1)  January 21, 1994, Current Report on Form 8-K;
                   2)  February 1, 1994, Current Report on Form 8-K;
                   3)  February 14, 1994, Current Report on Form 8-K,
                       amended on March 4, 1994, Current Report on
                       Form 8-K/A; and further amended on March 11, 1994
                       by Current Report on Form 8-K/A;
                   4)  March 16, 1994, Current Report on Form 8-K.



































                                      -17-

                                   SIGNATURES



     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.  


                            Lincoln Telecommunications Company
                            ----------------------------------
                                       (Registrant)





       May  13, 1994             /s/ Robert L. Tyler
Date.....................   ......................................
                                         (Signature)
                            Robert L. Tyler, Senior Vice President-
                               Chief Financial Officer





       May 13, 1994              /s/ Michael J. Tavlin
Date.....................   ......................................
                                         (Signature)
                            Michael J. Tavlin, Vice President-
                               Treasurer






____________________________
 *See General Instruction G
**Print name and title of the signing officer under his signature.  












                                      -18-



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