LINCOLN TELECOMMUNICATIONS CO, S-3, 1994-02-01

LINCOLN TELECOMMUNICATIONS CO
S-3, 1994-02-01
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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As filed with the Securities and Exchange Commission on February 1, 1994
Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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
(402) 474-2211
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
_______________________

Michael J. Tavlin
Vice President - Treasurer and Secretary
Lincoln Telecommunications Company
1440 M Street
Lincoln, Nebraska 68508
(402) 474-2211
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
_______________________

Copies to:

Benjamin F. Garmer, III Charles W. Mulaney, Jr.
Foley & Lardner Skadden, Arps, Slate, Meagher
777 East Wisconsin Avenue & Flom
Milwaukee, Wisconsin 53202 333 West Wacker Drive
(414) 271-2400 Chicago, Illinois 60606
(312) 407-0700
_______________________

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
_______________________

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. /_/
_______________________

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. /_/
_______________________

<TABLE>
CALCULATION OF REGISTRATION FEE

<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Each Class Offering Aggregate Amount of
of Securities to be Amount to be Price Offering Registration
Registered Registered(1) Per Unit(2) Price(2) Fee

<S> <C> <C> <C> <C>
Common Stock, $.25
par value, with
attached Common Stock 2,449,500 shares
Purchase Rights . . . and rights $18.25 $44,703,375 $15,415

<FN>
(1) Each share of Lincoln Telecommunications Company Common Stock has
attached thereto one Common Stock Purchase Right.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 based upon
the average of the high and low sales prices for the Common Stock on
the Nasdaq National Market on January 25, 1994. The value
attributable to the Common Stock Purchase Rights is reflected in the
price of the Common Stock.
</TABLE>

_______________________

The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>

SUBJECT TO COMPLETION, DATED FEBRUARY 1, 1994

PROSPECTUS
2,130,000 Shares

LINCOLN TELECOMMUNICATIONS COMPANY

Common Stock
_________________

All of the shares of Common Stock of Lincoln Telecommunications
Company (the "Company") offered hereby are being sold by Sahara
Enterprises, Inc. (the "Selling Stockholder"). See "Selling Stockholder."
The Company will not receive any of the proceeds from the sale of the
shares of Common Stock offered hereby. Concurrently with the sale of the
shares of Common Stock offered hereby, a Company employee benefit trust
(the "Employee Trust") will purchase 250,000 shares of Common Stock from
the Selling Stockholder. See "Sale of Shares to Employee Trust."

The Common Stock is traded on the Nasdaq National Market under the
symbol "LTEC." On January 31, 1994, the last reported sale price of the
Common Stock on the Nasdaq National Market was $19.75 per share. See
"Price Range of Common Stock and Dividends."
____________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Price to Underwriting Proceeds to
Public Discount (1) Selling
Stockholder(2)
Per Share . . $ $ $
Total(3) . . . $ $ $

(1) The Company and the Selling Stockholder have agreed to indemnify the
several Underwriters against certain liabilities under the Securities
Act of 1933, as amended. See "Underwriting."
(2) Before deducting offering expenses payable by the Selling Stockholder
estimated at $245,000. In addition, the Company will pay offering
expenses estimated at $5,000.
(3) The Selling Stockholder has granted the Underwriters a 30-day option
to purchase up to 319,500 additional shares of Common Stock solely to
cover over-allotments, if any. If such option is exercised in full,
the total Price to Public, Underwriting Discount and Proceeds to
Selling Stockholder will be $ , $ , and $ ,
respectively. See "Underwriting."
________________

The shares of Common Stock are offered by the several Underwriters,
subject to prior sale, when, as and if issued to and accepted by them, and
subject to approval of certain legal matters by counsel for the
Underwriters and certain other conditions. The Underwriters reserve the
right to withdraw, cancel or modify such offer and to reject orders in
whole or in part. It is expected that delivery of the shares of Common
Stock will be made in New York, New York on or about , 1994.

________________

Merrill Lynch & Co. Dain Bosworth
Incorporated

________________

The date of this Prospectus is , 1994.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

<PAGE>

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER
MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company under
the Exchange Act can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
Seven World Trade Center, 13th Floor, New York New York 10048, and the
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois
60661. Copies of such material also may be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549, at prescribed
rates.

The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement which
may be inspected and copied in the manner and at the sources described
above. Any statements contained herein concerning the provisions of any
document are not necessarily complete and in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by
reference:

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1992 (the "1992 10-K").

2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1993, June 30, 1993 and September 30, 1993.

3. The Company's Current Report on Form 8-K dated January 21, 1994.

4. The Company's Current Report on Form 8-K dated February 1, 1994.

5. The Company's Registration Statement on Form 8-A under the
Exchange Act with respect to its Common Stock, including any amendment or
reports filed for the purpose of updating the description of the Common
Stock contained herein.

6. The Company's Registration Statement on Form 8-A under the
Exchange Act with respect to the Common Stock Purchase Rights, including
any amendment or reports filed for the purpose of updating the description
of the Rights contained herein.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the shares of Common Stock
offered hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the
documents that have been or may be incorporated herein by reference (other
than exhibits thereto, unless such exhibits are specifically incorporated
by reference into the information that this Prospectus incorporates).
Requests should be directed to Lincoln Telecommunications Company, 1440 M
Street, Lincoln, Nebraska 68508, Attention: Michael J. Tavlin, Vice
President-Treasurer (telephone: (402) 474-2211).

<PAGE>
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more
detailed information and financial statements appearing elsewhere, or
incorporated by reference, in this Prospectus. All information contained
in this Prospectus assumes, unless otherwise indicated, that the
Underwriters' over-allotment option is not exercised. The number of
shares and per share amounts set forth in this Prospectus are adjusted to
reflect the Company's 100% stock dividend paid on January 6, 1994. Unless
the context otherwise requires, the term "Company" as used in this
Prospectus refers to Lincoln Telecommunications Company and all of its
subsidiaries.

The Company

The Company is a diversified telecommunications company which
provides telecommunications services to telephone and cellular customers
in southeastern and eastern Nebraska. Since the mid-1980's, the Company's
business strategy has been to add value to its core telephone operations
by positioning itself as a "one-stop" telecommunications service provider
and to diversify into faster growing segments of the telecommunications
businesses, such as wireless communications. The Company provides basic
exchange service; long distance service; enhanced network services,
including Caller ID, Voice Mail, and Centrex; and a full range of data
communications services. The Company also provides cellular service,
directory service and communications systems and equipment to complement
the Company's core telephone services.

The Company's primary geographic market consists of 22 contiguous
counties in southeastern Nebraska where the Company is the local exchange
carrier and provides cellular and other communications services.
According to the U.S. Bureau of the Census, the population of this region
exceeds 450,000. Lincoln, the capital of Nebraska and the location of the
central campus of the University of Nebraska, is the principal urban area
within this market. The population in the Lincoln MSA grew by 10.8%
between 1980 and 1990 to approximately 214,000. The Company's secondary
geographic market consists of the Omaha MSA (Douglas and Sarpy Counties in
Nebraska and Pottawatamie County in Iowa, which includes Council Bluffs)
where the Company provides business communications equipment and is the
manager and 27.6% owner of the wireline cellular licensee.

Nebraska is a leader in the deregulation of telecommunications
services pricing. Since 1986, telecommunications companies in Nebraska
have been permitted to make certain rate adjustments for services without
regulatory approval, including the ability to increase basic local
exchange rates by up to 10% during any consecutive 12-month period. An
increase in local exchange rates not exceeding 10% may be subject to
regulatory review if a requisite number of subscribers protest the
increase. See "Business - Regulatory Environment."

The Company is a Nebraska corporation with its principal
executive offices at 1440 M Street, Lincoln, Nebraska, telephone number
(402) 474-2211.

The Offering

Common Stock Offered by the Selling
Stockholder . . . . . . . . . . . . . 2,130,000 shares
Common Stock Outstanding . . . . . . 32,595,350 shares (1)

Nasdaq National Market Symbol . . . . LTEC
Use of Proceeds . . . . . . . . . . . The Company will not
receive any of the
proceeds from the sale
of the shares of Common
Stock offered hereby.
________________

(1) As of December 31, 1993. Does not include options to purchase
110,650 shares of Common Stock under the Company's 1989 Stock and
Incentive Plan which were outstanding and unexercised as of such
date.

<PAGE>

<TABLE>
Summary Financial Information
<CAPTION>

Year Ended Nine Months Ended
December 31, September 30,
-------------------------------------------------- ------------------------

1988 1989 1990 1991 1992 1992 1993

(in thousands, except per share amounts)

<S> <C> <C> <C> <C> <C> <C> <C>
Earnings Statement Data:
Total operating revenues . $158,204 $161,954 $164,665 $168,854 $176,166 $130,060 $137,044
Operating income . . . . . 41,055 41,384 41,064 49,561 51,428 36,171 41,878
Earnings before cumulative
effect of change in
accounting principle . . . 25,478 25,046 24,696 27,820 29,609 21,666 24,318
Cumulative effect of change
in accounting principle . - - - - - - (23,166)(1)
Net earnings . . . . . . . 25,478 25,046 24,696 27,820 29,609 21,666 1,152
Per share of Common Stock:
Earnings before cumulative
effect of change in
accounting principle . . .74 .74 .73 .83 .90 .65 .74
Net earnings . . . . . . .74 .74 .73 .83 .90 .65 .03
Dividends declared . . . . .34 .37 .37 .40 .43 .32 .36

Balance Sheet Data: September 30,
1993

<S> <C>
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $397,666
=======
Capitalization:
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,000
5% redeemable preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . 4,499
Common stock investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178,711
-------
Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $227,210(2)
=======
<FN>
________________
(1) Effective January 1, 1993, the Company adopted FASB No. 106 and recorded the
costs (net of income taxes) of post-retirement benefits other than pensions.
(2) Does not reflect the adjustment for the sale of 250,000 shares of Common Stock by
the Selling Stockholder to the Employee Trust. See "Capitalization."

</TABLE>

<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDENDS

The following table sets forth the reported high and low sales prices
of the Common Stock on the Nasdaq National Market for the periods
indicated and the cash dividends declared per share during such periods.
The prices and dividend amounts have been adjusted to reflect the
Company's 100% stock dividend paid on January 6, 1994.

Sales Prices Cash
High Low Dividends
1992
First Quarter . . . . . . . 14.25 11.63 .10
Second Quarter . . . . . . 13.13 10.63 .11
Third Quarter . . . . . . . 12.13 10.63 .11
Fourth Quarter . . . . . . 13.50 11.25 .11
1993
First Quarter . . . . . . . 13.50 12.00 .12
Second Quarter . . . . . . 14.50 12.50 .12
Third Quarter . . . . . . . 18.75 13.63 .12
Fourth Quarter . . . . . . 20.50 17.50 .13
1994

First Quarter . . . . . . . 20.00 16.00 -

See the cover page of this Prospectus for a recent sale price of the
Common Stock on the Nasdaq National Market.

The declaration of future cash dividends by the Company's Board of
Directors is dependent upon business conditions, the earnings and
financial position of the Company and such other matters as the Board of
Directors deems relevant. The payment of dividends by the Company is
dependent upon the Company's receipt of dividends from its subsidiaries,
principally The Lincoln Telephone and Telegraph Company ("LT&T"). The
agreements relating to the long-term debt of LT&T restrict the payment of
dividends. Under the most restrictive provision of these agreements,
approximately $22 million of retained earnings of LT&T was available for
the payment of dividends as of December 31, 1993. LT&T has outstanding 5%
redeemable preferred stock which has a preferential right to payment of
its annual aggregate dividend of $224,955.

<PAGE>
USE OF PROCEEDS

The Company will not receive any of the net proceeds from the sale of
shares of Common Stock offered hereby.

CAPITALIZATION

The following table sets forth the short-term debt and capitalization
of the Company as of September 30, 1993 and as adjusted to give effect to
the sale of 250,000 shares of Common Stock by the Selling Stockholder to
the Employee Trust. See "Sale of Shares to Employee Trust."

<TABLE>
<CAPTION>
September 30, 1993
Historical As Adjusted
(in thousands)

<S> <C> <C>
Short-term debt . . . . . . . . . . . . . . $ 45,000 $ 45,000
======= =======
Long-term debt (1) . . . . . . . . . . . . $ 44,000 $ 44,000
Stockholders' equity:
5% redeemable preferred stock(2) . . . 4,499 4,499
Common stock investment . . . . . . . . 178,711 178,711
Unearned Employee Trust Common Stock - ( 4,838)(3)
--------- ---------
Total stockholders' equity . . . 183,210 178,372
--------- --------
Total capitalization . . . . . $227,210 $222,372
======== ========
<FN>
____________________

(1) See Note 5 to Company's consolidated financial statements
incorporated by reference herein for additional information
concerning the Company's long-term debt.
(2) LT&T is the issuer of the 5% redeemable preferred stock, which
preferred stock is publicly-held.
(3) Assumes the sale of Common Stock by the Selling Stockholder to the
Employee Trust at a price of $19.35 per share (assuming a public
offering price of $19.75). See "Sale of Shares to Employee Trust."

</TABLE>
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents selected financial data for the Company,
which has been derived from, and is qualified by reference to, the
Company's consolidated financial statements and should be read in
connection with the consolidated financial statements, related notes and
other information incorporated by reference herein. The information for
the nine month period ended September 30, 1993 is not necessarily
indicative of the results to be expected for the entire year.

Year Ended Nine Months Ended
December 31, September 30,
1988 1989 1990 1991 1992 1992 1993

(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings Statement Data:
Revenues and Sales:
Telephone operations . . . . . $141,039 $142,872 $146,162 $149,058 $156,306 $116,354 $122,289
------- ------- ------- ------- ------- ------- -------
Diversified operations . . . . 23,623 25,806 25,799 26,902 26,751 19,831 20,515
Intercompany revenues . . . . . (6,458) (6,724) (7,296) (7,106) (6,891) (6,125) (5,760)
------ ------ ------ ------ ------ ------- -------
Total revenues and sales . 158,204 161,954 164,665 168,854 176,166 130,060 137,044
------- ------- ------- ------- ------- ------- -------
Operating Expenses:

Depreciation . . . . . . . . 27,829 27,656 28,692 28,628 29,626 22,184 21,373
Cost of goods and services. 17,974 18,342 18,149 18,806 18,103 13,661 13,016
Intercompany expenses . . . . (6,458) (6,724) (7,296) (7,106) (6,891) (6,125) (5,760)
Other . . . . . . . . . . . . 77,804 81,296 84,056 78,965 83,900 64,169 66,537
------ ------ ------- ------- ------- ------- -------
Total operating expenses . 117,149 120,570 123,601 119,293 124,738 93,889 95,166
------- ------- ------- ------- ------- ------- -------
Operating income . . . . . . . 41,055 41,384 41,064 49,561 51,428 36,171 41,878
Net non-operating expense 4,491(1) 3,943(1) 4,497 4,904 5,718 4,001 3,779
Income taxes . . . . . . . . . 11,086 12,395 11,871 16,837 16,101 10,504 13,781
------- ------- ------- ------ ------ ------ ------
Earnings before cumulative
effect of change in
accounting principle . . . . 25,478 25,046 24,696 27,820 29,609 21,666 24,318

Cumulative effect
of change in accounting
principle . . . . . . . . . . - - - - - - (23,166)(2)
------- ------- ------ ------- ------ ------- -------
Net earnings . . . . . . . . . 25,478 25,046 24,696 27,820 29,609 21,666 1,152
Preferred dividends . . . . . . 579 543 506 469 338 282 169
------- ------- ------- ------- ------- ------ ------
Earnings available for
Common Stock . . . . . . . . $ 24,899 $ 24,503 $ 24,190 $ 27,351 $ 29,271 $ 21,384 $ 983
====== ====== ====== ======= ======= ====== ======
Per Share of Common Stock:
Net earnings before
cumulative effect of
change in accounting
principle . . . . . . . . . $ .74 $ .74 $ .73 $ .83 $ .90 $ .65 $ .74
Net earnings . . . . . . . . .74 .74 .73 .83 .90 .65 .03
Dividends declared . . . . . $ .34 $ .37 $ .37 $ .40 $ .43 $ .32 $ .36
Weighted average
shares outstanding . . . . . 33,433 32,980 32,976 32,879 32,672 32,719 32,533

<FN>
__________
(1) Includes $400,000 of income (net of income taxes) in 1988 and $59,000
of loss (net of income taxes) in 1989 relating to discontinued
operations.
(2) Effective January 1, 1993, the Company adopted FASB No. 106 and
recorded the costs (net of income taxes) of accumulated post-
retirement benefits other than pensions.
</TABLE>

December 31, September 30,

1988 1989 1990 1991 1992 1992 1993
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Assets:
Net property and
equipment . . . . . . . . $238,627 $244,763 $250,275 $253,368 $249,565 $251,480 $246,026
Current assets . . . . . . 46,918 51,886 90,476 63,452 68,659 75,217 83,681
Other assets . . . . . . . 4,261 8,259 7,344 44,156 50,892 51,368 67,959
------- ------- ------- ------- ------- ------- -------

Total assets . . . . . . $289,806 $304,908 $348,095 $360,976 $369,116 $378,065 $397,666
======= ======= ======= ======= ======= ======= =======
Capitalization and Liabilities:
Capitalization:
Long-term debt . . . . . $ 61,075 $ 55,075 $ 85,794 $ 80,325 $ 73,550 $ 78,875 $ 44,000
Preferred stock . . . . . 8,659 8,179 7,699 7,219 4,499 4,499 4,499
Common stock investment . 141,531 153,420 164,815 177,911 189,435 185,207 178,711
------- ------- ------- ------- ------- ------- -------
Total capitalization . . 211,265 216,674 258,308 265,455 267,484 268,581 227,210
Current liabilities . . . . 27,943 38,850 41,568 50,353 53,760 62,695 82,822
Deferred credits . . . . . 50,598 49,384 48,219 45,168 47,872 46,789 87,634
------ ------- ------- ------- ------- ------ -------
Total capitalization and
liabilities . . . . . $289,806 $304,908 $348,095 $360,976 $369,116 $378,065 $397,666

======= ======= ======= ======= ======= ======= =======
</TABLE>

RECENT OPERATING RESULTS

On January 21, 1994, the Company issued a press release announcing
its results of operations for its fourth fiscal quarter ended December 31,
1993. The following table sets forth certain unaudited consolidated
financial information included in such press release for both the
Company's fourth fiscal quarter and the twelve-month period ended December
31, 1993.

<TABLE>

<CAPTION>
Three Months Ended Twelve Months Ended
December 31, December 31,
1992 1993 1992 1993
(in thousands, except per share amounts)

<S> <C> <C> <C> <C>
Total Operating Revenues $ 45,308 $ 47,306 $ 175,368 $ 184,350
Net Income Before Accounting Charge 7,943 8,873 29,609 33,191(1)
Net Income 7,943 8,873 29,609 10,025
Earnings Per Common Share
Before Accounting Charge (2) 0.24 0.27 0.90 1.01(1)
Earnings Per Common Share (2) 0.24 0.27 0.90 0.30
Dividends Declared Per Share (2) $ 0.11 $ 0.13 $ 0.43 $ 0.49

<FN>
(1) Before one-time accounting charge taken in first quarter 1993 in
connection with retiree health benefits.
(2) After giving effect to Company's 100% stock dividend effective
January 6, 1994.
</TABLE>

<PAGE>
BUSINESS

Wireline Operations

The Company's local exchange operations provide voice and data
communications services for residential and business customers in
southeastern Nebraska and access services, fiber facilities, and billing
and collection services to other communications companies, including long
distance and cellular companies. Measured by access line data as of
December 31, 1992 provided by the United States Telephone Association, the
Company was the 19th largest local telephone company in the United States.

The following table sets forth certain information about the
Company's local exchange operations:

<TABLE>
<CAPTION>
Access Lines in Service(1)

Employees Per
December Percent 10,000
31 Residential Business Total Increase Access Lines (2)

<C> <C> <C> <C> <C> <C>
1989 163,571 52,538 216,109 2.7% 69

1990 165,832 55,874 221,706 2.6% 66

1991 168,164 57,913 226,077 2.0% 65
1992 170,954 61,194 232,148 2.7% 62

1993 173,477 64,665 238,142 2.6% 60

<FN>
____________________
(1) Does not include cellular subscribers.
(2) Employees used in the computation are all employees of LT&T.

</TABLE>

Rates for basic local exchange service for residential customers
range from a low of $10.00 a month for smaller communities to a high of
$12.50 a month in Lincoln. Business rates range from a low of $33.00 for
a single line in a small community to $55.00 for a PBX line in Lincoln.
In 1991, the Company concluded a rate restructuring program in which basic
rates were increased to the current levels to offset rate reductions in
intraLATA long distance calling. These adjustments allowed the Company to
more competitively position its rates for intraLATA long distance calling.

One of the Company's key strategies has been to deploy new technology
in its local exchange network to increase operating efficiencies and to
provide a platform for the delivery of new services to its customers. The
Company has made over $300 million in capital expenditures during the last
ten years. Some of the most significant capital expenditure programs
include:

- All Digital Switching. All of the Company's switches have
been converted to digital technology and interoffice transmission is
100% digital. Immediate benefits from this all-digital network
include faster call completion, better transmission quality for both
voice and data, reduced administration and maintenance costs, and the
ability to offer a wide variety of enhanced services, such as custom
calling and digital data services.

- Fiber Optics. The Company has installed over 1,250 miles
of fiber optic cable, which provides for improved transmission
quality, occupies less conduit space, requires less maintenance and
provides higher bandwidth for services like video, data and voice.
The Company has installed fiber optic cable in ring configurations in
its 22-county local exchange market. This configuration provides
route diversity and reduces the susceptibility of the network to
outages. One of the Company's fiber rings covers 88 square blocks in
the downtown Lincoln business area and provides large businesses and
government customers with access to a wide range of new data and
video communications services. The Company believes this fiber
network will make the Company less vulnerable to entry by competitive
access providers.

- Signaling System 7 ("SS7"). The Company has installed SS7,
an out-of-band signaling system, to over 60% of its access lines.
SS7 is a common network "language" used by digital switches to
separate telephone calls into two parts, the voice message and the
signaling message. Because the signaling messages are sent over a
separate path or "band," use of SS7 results in shortened call set up
times, more efficient use of the network and the ability to offer new
advanced services, including Caller ID, Continuous Redial, and
Enhanced 800 services.

The Company's focus has been to achieve greater market penetration
for the new products that its advanced technology makes possible. As of
December 31, 1993, residential penetration of traditional custom calling
features, such as call waiting and call forwarding, was over 22%, and
residential penetration of advanced custom calling features, such as
Caller ID and Continuous Redial, in the areas where such features are
available was over 10%.

The Company has launched a variety of new services to meet business
and government customers' needs for voice and data communications. The
Company's Centrex service, once only a service for large customers, has
been repositioned with new features and benefits to make it more
attractive to small and medium-sized business users. The number of
Centrex lines has grown from 15,876 to 23,039 from January 1, 1990 to
December 31, 1993. In 1992, the Company also began offering frame relay
service, an advanced standardized switching technology that enables users
to transmit data through a public network at high speeds. Frame relay
supports many business applications, including local area network
interconnection, remote terminal to host computer connection, image
transfer and file transfer.

Wireless Services

The Company's wireless services include cellular operations and wide
area paging services. The Company's cellular businesses consist of the
Lincoln and Omaha MSAs and an RSA in Iowa contiguous to the Omaha MSA. In
addition, the Company holds a minority interest in Nebraska Cellular
Telephone Corporation which provides cellular service in ten RSAs in
Nebraska. The following table sets forth certain information about the
Company's cellular operations.

<TABLE>
<CAPTION>
Cellular Operations

Pops December 31, 1993
Acquisition Percent Within Net Net
System (1) Date(2) Ownership Area(5) Pops Subscribers Subscribers

<S> <C> <C> <C> <C> <C> <C>
Lincoln MSA April 23, 1987 100.0 220,126 220,126 12,845 12,845

Omaha MSA December 31, 1991 27.6(3) 614,731(6) 169,604(5) 21,635 5,971

Nebraska RSAs November 25, 1989 13.1 825,169(7) 115,176 (8) (8)

Iowa RSA 1 June 30, 1989 11.0(4) 61,965(7) 6,816 (8) (8)

<FN>
___________________
(1) Systems are as follows:
Lincoln MSA - Lancaster County, Nebraska
Omaha MSA - Douglas and Sarpy Counties in Nebraska and
Pottawatamie County in Iowa
Nebraska RSAs - 89 of the 90 Nebraska counties not in the Omaha
and Lincoln MSAs
Iowa RSA 1 - Southwestern six counties of Iowa
(2) The date the Company's operating license was granted in the case of
the Lincoln MSA, and the date of the Company's initial acquisition of
an interest in the licensee in the case of the other systems.
(3) In addition, the Company has as an option to purchase an additional
27.6% interest in the licensee of the Omaha MSA at fair market value.
(4) Includes the Company's allocable portion of the 14.1% interest in the
licensee held by the Omaha MSA system.
(5) Based upon Donnelley Marketing Information Services population data
for 1992.
(6) Does not include the Omaha MSA licensee's 14.1% interest in Iowa RSA
1 (which system has been separately included in the table) or the
Omaha MSA licensee's 8.3% interest in Iowa RSA 8 (representing 54,125
pops and 4,492 net pops.)
(7) According to estimates available to the Company, approximately 90% of
these pops are covered by the networks of these systems.
(8) The data regarding the subscribers and net subscribers is not
disclosed herein because it is not considered material to the
Company's consolidated operations.
</TABLE>

Since assuming management of the Omaha MSA operations, over $6.9
million has been invested by the licensee to improve cellular coverage in
the Omaha MSA and to open new retail and service centers. Synergies
between the Lincoln and Omaha markets have allowed for expanded
advertising and promotional programs at lower costs. In both markets, the
Company has increased system minutes of use by selling features, such as
voice mail, call waiting, and call forwarding.

Other Services and Products

The Company is a "reseller" of long distance services, primarily in
its exchange service area, and provides this service by aggregating its
customers' traffic to take advantage of volume discounts offered by
national networks. During 1992, the Company had 105.8 million minutes of
long distance traffic, an increase of 2 million minutes from 1991. For
1993, the Company had 110.0 million minutes of long distance usage, up
4.0% over 1992. According to publicly available information, at December
31, 1993, the Company's rates for long distance service were generally
less than AT&T, MCI and Sprint. The Company has a variety of calling
programs for both residential and business customers. Rates of all
carriers change frequently and the foregoing rate comparisons may change
in the future.

The Company also sells and services a wide range of PBX, key system
and other communications equipment to large and small businesses,
including products manufactured by ROLM and Northern Telecom. These
systems typically include a variety of special features such as automatic
call distribution, voice mail, and LAN functionality.

The Company publishes six regional telephone directories and has been
a leader in the development of new revenue-producing directory features.
Advertisers can enhance their Yellow Page ads with "talking ads," four-
color ads and coupons. The Company also provides operator services, both
for its own customers and, under contract, for the customers of AT&T.

Regulatory Environment

Nebraska is a leader in the deregulation of telecommunications
services pricing. The Company has flexibility to change prices for its
non-local exchange communications services without prior or subsequent
regulatory review. While certain local exchange rate increases are
subject to regulatory review as described below, the procedures applicable
to such increases have significantly reduced the delays in obtaining rate
approval which had been customary with traditional rate applications. The
Company has the ability to price and offer new services to its customers
with minimal regulatory oversight.

Since 1986, telecommunications companies in Nebraska have been
permitted to increase local exchange rates up to 10% in any consecutive
12-month period without review by the Nebraska Public Service Commission
("NPSC"). However, the Company must provide at least 60 days notice to
affected customers and conduct public informational meetings. If at least
3% of all affected subscribers sign a formal complaint opposing the
increase within 120 days from such notice, the NPSC must hold and complete
a hearing with regard to the complaint within 90 days to determine whether
the proposed rates are fair, just and reasonable. Within 60 days after
the close of such hearing, the NPSC must enter an order adjusting the
rates at issue.

Rates for all other services are not subject to regulation by the
NPSC. Rates for other services may be revised by a telecommunications
company by filing a rate list with the NPSC which is effective after ten
days' notice to the NPSC. Quality of service regulation over inter-
exchange and local exchange is retained by the NPSC. Nebraska has
completely deregulated the provision of mobile radio services and radio
paging services.

Regardless of whether a particular rate increase is subject to
regulatory review, the Company's ability to raise rates will be determined
by various factors, including economic and competitive circumstances in
effect at the time.

From time to time, including in January 1994, proposals have been
made by the Nebraska legislature and the NPSC to re-regulate rates for
telecommunications services, including local and interexchange long
distance rates, offered in Nebraska. In addition, a bill was introduced
in the Nebraska legislature in January 1994, which if passed in its
current form, would eliminate the Company's exclusive ability to provide
basic local exchange service in its certificated service area (the
southeastern 22 counties of Nebraska) and potentially subject the Company
to competition from other providers of basic local exchange service,
interexchange service and extended area service. The Company cannot
provide any assurance that the current regulatory environment in Nebraska
will continue without change in the future or make any predictions as to
what impact any change may have on the Company's operations.

The Federal Communication Commission (the "FCC") regulates interstate
telephone services provided by the Company. This regulation primarily
consists of the regulation of interstate access charges that are billed to
interexchange carriers for the origination and termination of interstate
long distance services by end-user customers over the Company's local
exchange network. The Company elected to be subject to price cap
regulation by the FCC effective July 2, 1993, pursuant to which limits are
imposed on the Company's interstate service rates. Prior to July 2, 1993,
the Company operated under rate-of-return regulation, which offered less
pricing and earnings flexibility than under price cap regulation. From
time to time, the FCC modifies existing regulations and adopts new
regulations concerning interstate telephone services, and there can be no
assurance as to what impact such regulations may have.

The licensing, ownership, construction, operation and sale of
controlling interests in cellular telephone systems are subject to
regulation by the FCC. The FCC licenses for the Company's Lincoln MSA and
Omaha MSA cellular operations expire between October 1994 and October
1996, while FCC licenses for the Company's Iowa RSA and Nebraska RSA
cellular operations expire between July 1999 and August 2000. All renewal
applications for these licenses must be approved by the FCC. It is
possible that there may be competition for these FCC licenses upon
expiration. However, incumbent cellular providers generally retain their
FCC licenses upon a demonstration of substantial compliance with FCC
regulations and substantial service to the public. Although the Company
has no reason to believe that the FCC renewal applications will not be
granted by the FCC, no assurance can be given.

For a five-year period ending after the date of the grant of a
cellular license by the FCC (the "fill-in period"), the licensee has the
exclusive right to apply to serve areas within the RSA or the MSA. At the
end of the fill-in period, any person may apply to serve the unserved
areas in the MSA or RSA. The fill-in period for both the Lincoln and
Omaha MSAs has expired and no person has filed to serve any unserved areas
in those locations. The fill-in periods for the Nebraska RSAs and the
Iowa RSA expire between November 1994 and May 1995.

<PAGE>
MANAGEMENT

The following table sets forth certain information about the
executive officers of the Company.

Name Age Position

Frank H. Hilsabeck 49 President and Chief Executive
Officer
Thomas C. Woods, III
48 Chairman of the Board
James W. Strand . . 47 President-Diversified
Operations
Jack H. Geist . . . 60 Vice President-Diversified
Operations
Robert L. Tyler . . 58 Senior Vice President and Chief
Financial Officer
Michael J. Tavlin . 47 Vice President-Treasurer and
Secretary

Frank H. Hilsabeck has been Chief Executive Officer since May 1993.
Prior to that, he was President and Chief Operating Officer from March
1992 to May 1993 and before that was President-Telephone Operations from
1990 to March 1992 and Vice President-Telephone Operations from 1986-1990.

Thomas C. Woods, III has been Chairman of the Board since May 1993.
Prior to that, he was Vice Chairman of the Board-Corporate Relations and
Communications from 1990 to May 1993 and before that was Vice President-
Corporate Relations from 1985-1990.

James W. Strand has been President-Diversified Operations since 1990
and before that was Vice President-Diversified Operations from 1987-1990.

Jack H. Geist has been Vice President-Diversified Operations since
1991. Prior to that, he was President of the Anixter-Lincoln Partnership
Joint Venture from 1989-1991 and before that was President of a now-
dissolved subsidiary of the Company from 1986-1989.

Robert L. Tyler has been Senior Vice President and Chief Financial
Officer since 1991. Prior to that, he was Vice President-Controller from
1989-1991 and before that was Accounting Director of LT&T from 1979-1989.

Michael J. Tavlin has been Vice President-Treasurer since 1986 and
Secretary since 1987.

<PAGE>
SELLING STOCKHOLDER

All of the shares of Common Stock offered hereby are being sold by
the Selling Stockholder. At the date of this Prospectus, the Selling
Stockholder beneficially owned 5,412,976 shares of Common Stock
representing approximately 16.6% of the outstanding Common Stock as of
December 31, 1993. Immediately after the sale of the shares of Common
Stock offered hereby and the sale of shares to the Employee Trust (but
without giving effect to exercise of the Underwriters' over-allotment
option), the Selling Stockholder will beneficially own 3,032,976 shares of
Common Stock, representing approximately 9.3% of the outstanding shares of
Common Stock.

Charles N. Wheatley, the President, Chief Executive Officer and a
director of the Selling Stockholder, and George Kelm, the Chairman and a
director of the Selling Stockholder, are directors of the Company. Thomas
C. Woods, III, the Chairman of the Board of the Company, is a director of
the Selling Stockholder. The Selling Stockholder is a holding company
with a portfolio of investments which is controlled by descendants of the
Company's founder, including Thomas C. Woods, III.

SALE OF SHARES TO EMPLOYEE TRUST

Concurrently with the sale of the shares offered hereby, the Selling
Stockholder will sell 250,000 shares of Common Stock to the Employee Trust
at a price equal to the public offering price less a discount of 2% of
such price. Either the ESOP account in the Company's Savings and Stock
Ownership Plan (the "ESOP") or a newly-organized, irrevocable grantor
trust (the "Grantor Trust") will purchase these shares.

If the ESOP is the purchaser, it is anticipated that the ESOP will
either obtain the funds to purchase the shares through a loan, guaranteed
by the Company, from an outside financing source or through a direct loan
from the Company. The ESOP is a tax-qualified Company employee benefit
plan in which approximately 587 employees were participating as of
December 31, 1993. As principal and interest are paid on the loan (which
is anticipated to occur through contributions to the ESOP by the Company
and cash dividends paid on the shares of Common Stock held by the ESOP),
the shares purchased will be allocated to accounts of employees.
Allocated shares are voted as directed by the employee to whose account
the shares are allocated. Shares which have not been allocated will be
voted by the Trustee of the ESOP in the same manner as the majority of the
allocated shares are voted unless the Trustee deems such vote to be
imprudent. The ESOP Trustee is selected by the Company and currently is
National Bank of Commerce Trust and Savings Association, Lincoln,
Nebraska.

If the Grantor Trust is the purchaser, it is anticipated that the
Grantor Trust will also obtain the funds to purchase the shares through a
loan, guaranteed by the Company, from an outside financing source or
through a direct loan from the Company. The assets of the Grantor Trust
(which could include cash if the shares of Common Stock to be purchased
from the Selling Shareholder are later sold) will be applied to fund one
or more Company employee benefit programs at such times and in such
amounts as the Company determines. Common Stock held by the Grantor Trust
will be either voted as directed by employees eligible to participate in
these benefit programs or voted by the trustee of the Grantor Trust,
unless such trustee is considered to be controlled by the Company for
purposes of the Nebraska Business Corporation Act, in which case such
Common Stock will not be voted.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, $.25 par value, and 20,000,000 shares of Preferred
Stock, $.50 par value. As of December 31, 1993, there were 32,595,350
shares of Common Stock outstanding. There are no shares of Preferred
Stock outstanding, although LT&T has publicly-held 5% redeemable preferred
stock outstanding.

Common Stock

After all cumulative dividends have been paid or declared and set
apart for payment on any shares of Preferred Stock that are outstanding,
the Common Stock is entitled to such dividends as may be declared from
time to time by the Board of Directors in accordance with applicable law.
For certain restrictions on the ability of the Company to declare
dividends, see "Price Range of Common Stock and Dividends."

Except as provided under Nebraska law and except as may be determined
by the Board of Directors of the Company with respect to any series of
Preferred Stock, only the holders of Common Stock shall be entitled to
vote for the election of directors of the Company and on all other
matters. Subject to the limitations imposed by Nebraska law as described
below, upon any such vote the holders of Common Stock shall be entitled to
one vote for each share of Common Stock held by them. Under Nebraska law,
holders of Common Stock are entitled to cumulative voting rights in the
election of directors. Cumulative voting allows a stockholder to vote the
number of shares owned by such stockholder for as many persons as there
are directors to be elected, or to cumulate such votes and give one person
as many votes as the number of directors to be elected multiplied by the
number of such stockholder's shares, or to distribute such votes among as
many directors to be elected as such stockholder sees fit.

All shares of Common Stock are entitled to participate equally in
distributions in liquidation, subject to the prior rights of any Preferred
Stock which may be outstanding. Except as the Board of Directors may in
its discretion otherwise determine, holders of Common Stock have no
preemptive rights to subscribe for or purchase shares of the Company.
There are no conversion rights, or sinking fund or redemption provisions
applicable to the Common Stock. The shares of Common Stock offered hereby
are fully paid and nonassessable.

Mellon Securities Trust Company, New York, New York, is the transfer
agent and registrar for the Common Stock.

Preferred Stock

The Board of Directors is authorized to issue from time to time,
without stockholder authorization, in one or more designated series,
shares of Preferred Stock with such preferences, voting rights, conversion
rights, limitations and relative rights as are provided in the particular
series which could adversely affect the voting rights of holders of Common
Stock. No dividends or other distributions are payable on the Common
Stock unless dividends are paid in full on the outstanding shares of
Preferred Stock. In the event of a liquidation or dissolution of the
Company, the outstanding shares of Preferred Stock would have priority
over the Common Stock to receive the amounts specified in each particular
series out of the remaining assets of the Company.

Certain Statutory and Other Provisions

Statutory Provisions. The Nebraska Statutes provide that the voting
power of shares of a Nebraska corporation such as the Company held by any
person or persons acting as a group of 20% or more is eliminated with
respect to all matters other than the election of directors, unless
otherwise approved by a vote of the disinterested stockholders at a
special or annual meeting pursuant to certain provisions of the Nebraska
Statutes. To the extent so approved, such shares shall have the same
voting rights as other shares of the same class or series. This
restriction does not apply to shares acquired directly from the Company or
in certain specified transactions.

The Nebraska Statutes provide that a Nebraska corporation such as the
Company may not engage in a business combination with a beneficial owner
of 10% or more of the voting shares of the corporation (or an affiliate of
such a beneficial owner) unless, before such shares were acquired, the
board of directors of the corporation approved the business combination or
the stockholder's acquisition of those shares which causes such
stockholder's beneficial ownership to equal or exceed 10% of the voting
shares.

Articles of Incorporation. The Articles of Incorporation provide
that the Board of Directors of the Company is divided into three classes,
with staggered terms of three years each. Each year the term of one class
expires. The members constituting the entire Board of Directors may be
removed from office only by the affirmative vote of at least 70% of all
outstanding shares of Common Stock. The Articles of Incorporation provide
that the approval of a merger, consolidation, exchange of all outstanding
shares, or sale, lease or other disposition of all or substantially all of
the Company's assets requires the affirmative vote of at least 70% of all
outstanding shares of Common Stock.

The Articles of Incorporation provide that the amendment or repeal of
any of the provisions described in the preceding paragraph requires the
affirmative vote of at least 70% of all outstanding shares of Common
Stock.

The statutory provisions and the provisions of the Company's Articles
of Incorporation described above and the Common Stock Purchase Rights
described below could have the effect of delaying, deterring or preventing
a change in control of the Company or a merger, reorganization, tender
offer or sale of all or substantially all of the Company's assets.

Common Stock Purchase Rights

Under the Rights Agreement, dated as of June 21, 1989, as amended
(the "Rights Agreement"), each outstanding share of Common Stock
(including the shares being sold by the Selling Stockholder in this
offering) has attached thereto one Common Stock Purchase Right (a "Right")
and each share subsequently issued by the Company prior to the expiration
of the Rights Agreement will also have attached thereto one Right. Under
certain circumstances described below, the Rights will entitle the holder
thereof to purchase additional shares of Common Stock. In this
Prospectus, unless the context otherwise requires, all references to the
Common Stock include the accompanying Rights.

Currently, the Rights are not exercisable and trade with the Common
Stock. In the event the Rights become exercisable, each Right (unless
held by a person or group, other than the Selling Stockholder, which
beneficially owns more than 10% of the outstanding Common Stock) will
initially entitle the holder to purchase for $21.875 an amount of the
Common Stock having a market value of $43.75. The Rights will only become
exercisable if a person or group, other than the Selling Stockholder, has
acquired, or announced an intention to acquire, 10% or more of the
outstanding shares of Common Stock. In the event of the acquisition of
the Company by another corporation subsequent to a party acquiring 10% or
more of the Common Stock, each holder of a Right will be entitled to
receive the acquiring corporation's common shares having a market value of
two times the exercise price per Right. The Rights may be redeemed at a
price of $.0025 per Right prior to the existence of a 10% acquiring party,
and thereafter may be exchanged for one share of Common Stock per Right
prior to the existence of a 50% acquiring party. The Rights will expire
on June 30, 1999. The Rights do not have voting or dividend rights and,
until they become exercisable, have no dilutive effect on the earnings of
the Company.

UNDERWRITING

The Underwriters (the "Underwriters") named below, acting through
their representatives, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Dain Bosworth Incorporated (the "Representatives"), have severally
agreed, subject to the terms and conditions of a Purchase Agreement with

the Company and the Selling Stockholder (the "Purchase Agreement"), to
purchase from the Selling Stockholder the number of shares of Common Stock
set forth below opposite their respective names. The Underwriters are
committed to purchase all of the shares of Common Stock if any are
purchased. Under certain circumstances, the commitments of non-defaulting
Underwriters may be increased as set forth in the Purchase Agreement.

Number of
Underwriter Shares

Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . .
Dain Bosworth Incorporated . . . . . . .

----------
Total . . . . . . . . . . . . . 2,130,000
=========

The Representatives have advised the Company and the Selling
Stockholder that they propose initially to offer the shares of Common
Stock to the public at the public offering price set forth on the cover
page of this Prospectus, and to certain dealers at such price less a
concession not in excess of $ per share. The Underwriters may allow,
and such dealers may reallow, a discount not in excess of $ per share
on sales to certain other dealers. After the initial public offering, the
public offering price, concession and discount may be changed.

The Selling Stockholder has granted the Underwriters an option,
exercisable within 30 days after the date of this Prospectus, to purchase
up to 319,500 additional shares of Common Stock to cover over-allotments,
if any, at the initial public offering price, less the underwriting
discount. If the Underwriters exercise this option, each of the
Underwriters will have a firm commitment, subject to certain conditions,
to purchase approximately the same percentage of such additional shares
which the number of shares set forth next to such Underwriter's name in
the preceding table bears to the 2,130,000 shares of Common Stock
initially offered hereby.

Without the Representatives' prior written consent, the Selling
Stockholder has agreed not to sell or otherwise dispose of any shares of
Common Stock for a period of 180 days after the date of this Prospectus.
Without the Representatives' prior written consent, the Company has agreed
not to sell or otherwise dispose of any shares of Common Stock for a
period of 180 days after the date of this Prospectus, other than the
shares of Common Stock to be issued upon the exercise of the Rights or
pursuant to the Company's current employee benefit plans.

The Company and the Selling Stockholder have severally agreed to
indemnify the Underwriters against certain liabilities which may be
incurred in connection with the offering of the Common Stock, including
liabilities under the Securities Act or to contribute to payments that the
Underwriters may be required to make in respect thereof.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed on for
the Company by Foley & Lardner, Milwaukee, Wisconsin. Certain legal
matters will be passed on for the Underwriters by Skadden, Arps, Slate,
Meagher & Flom, Chicago, Illinois. Foley & Lardner and Skadden, Arps,
Slate, Meagher & Flom will rely on Woods & Aitken, Lincoln, Nebraska, with
respect to matters of Nebraska corporate law. J. Taylor Greer, a member
of Woods & Aitken, is a director of the Company. Gilbert G. Lundstrom, a
member of Woods & Aitken until January 1, 1994 when he left Woods & Aitken
to become president of a financial institution, is a director of the
Selling Stockholder. John H. Ziegenbein, who is of counsel to Woods &
Aitken, is the spouse of a director of the Company. Attorneys of Woods &
Aitken participating in matters relating to the offering beneficially own
33,452 shares of Common Stock (excluding shares beneficially owned by the
Selling Stockholder and that may be deemed to be owned by Mr. Lundstrom
because he is a director of the Selling Stockholder).

EXPERTS

The consolidated financial statements and schedules included in the
Company's 1992 Form 10-K, incorporated by reference in this Prospectus and
in the Registration Statement, have been included herein in reliance upon
the reports dated February 5, 1993 of KPMG Peat Marwick, independent
auditors, appearing in the 1992 Form 10-K, given upon the authority of
said firm as experts in auditing and accounting.

<PAGE>

No dealer, salesperson or
other individual has been
authorized to give any
information or make any
representations not contained
or incorporated by reference
in this Prospectus in
connection with the offering
covered by this Prospectus. 2,130,000 Shares
If given or made, such
information or representations
must not be relied upon as
having been authorized by the LINCOLN
Company, the Selling TELECOMMUNICATIONS
Stockholder or the COMPANY
Underwriters. This Prospectus
does not constitute an offer
to sell, or solicitation of an
offer to buy, the Common Stock
in any jurisdiction where, or Common Stock
to any person to whom, it is
unlawful to make such offer or
solicitation. Neither the
delivery of this Prospectus
nor any sale made hereunder
shall, under any
circumstances, create any
implication that there has not
been any change in the facts
set forth in this Prospectus
or in the affairs of the
Company since the date hereof.

TABLE OF CONTENTS
Page

Available Information . . . 2 PROSPECTUS
Incorporation of Certain
Documents by Reference. . . 2
Prospectus Summary . . . . 4
Price Range of Common Stock Merrill Lynch & Co.
and Dividends . . . . . . . 6
Use of Proceeds . . . . . . 7 Dain Bosworth
Capitalization . . . . . . 7 Incorporated
Selected Consolidated
Financial Data . . . . . . 8
Recent Operating Results . 9
Business . . . . . . . . . 10 , 1994
Management . . . . . . . . 15
Selling Stockholder . . . . 16
Sale of Shares to Employee
Trust . . . . . . . . . . . 16
Description of Capital
Stock . . . . . . . . . . . 16
Underwriting . . . . . . . 18
Legal Matters . . . . . . . 19
Experts . . . . . . . . . . 20

<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The Selling Stockholder and the Company have agreed that the
Selling Stockholder will bear the first $200,000 of out-of-pocket expenses
incurred by the Company in connection with the distribution of the
securities registered hereby and the Company will bear the remainder of
such expenses. In addition, the Selling Stockholder will bear all
expenses incurred by it in connection with such distribution.

The following table sets forth the estimated expenses of the
Company and the Selling Stockholder in connection with the distribution of
the securities being registered hereby. Of such expenses, $245,000 will
be borne by the Selling Stockholder and the remainder will be borne by the
Company.

Securities and Exchange Commission
registration fee . . . . . . . . . . . . . . . $ 15,415
Printing expenses . . . . . . . . . . . . . . 30,000
Accounting fees and expenses . . . . . . . . . 15,000
Legal fees and expenses . . . . . . . . . . . 175,000
Blue Sky fees and expenses . . . . . . . . . . 10,000
Miscellaneous expenses . . . . . . . . . . . . 5,269
-------
Total . . . . . . . . . . . . . . . . . . $250,684
=======

Item 15. Indemnification of Directors and Officers.

Pursuant to the provisions of Section 21-2004(15) of the
Nebraska Business Corporation Act, the Company has the power to indemnify
certain persons, including its officers and directors under stated
circumstances and subject to certain limitations, for liabilities incurred
in connection with services performed in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Company. By resolution of Company's Board of Directors pursuant to
Article 55 of the By-laws of the Company by contractual agreement and
pursuant to certain provisions of an insurance policy, the Company has
provided for indemnification of officers and directors of the Company, and
certain other persons, against liabilities and expenses incurred by any of
them in certain stated proceedings and under certain stated conditions.

Insofar as indemnification for liabilities under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in said Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director,
officer, or controlling person of the Company in the successful defense of
any such action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by any final
adjudication of such issue.

Item 16. Exhibits.

The exhibits filed herewith are as specified on the Exhibit Index
included herein.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(b) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall
be deemed to be part of this registration statement as of
the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offer of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lincoln, and State of Nebraska,
on this 1st day of February, 1994.

LINCOLN TELECOMMUNICATIONS COMPANY

By: FRANK H. HILSABECK
Frank H. Hilsabeck
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on February 1, 1994 by the
following persons in the capacities and on the dates indicated. Each
person whose signature appears below constitutes and appoints Frank H.
Hilsabeck, Robert L. Tyler and Michael J. Tavlin and each of them
individually, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue
hereof.

Signature Title

President and Chief
FRANK H. HILSABECK Executive Officer and
Frank H. Hilsabeck Director (Principal
Executive Officer)

Senior Vice President
ROBERT L. TYLER and Chief Financial
Robert L. Tyler Officer (Principal
Financial and Accounting
Officer)

DUANE W. ACKLIE Director
Duane W. Acklie

WILLIAM W. COOK, JR. Director
William W. Cook, Jr.

TERRY L. FAIRFIELD Director
Terry L. Fairfield

JAMES E. GEIST Director
James E. Geist

J. TAYLOR GREER Director
J. Taylor Greer

JOHN HAESSLER Director
John Haessler

CHARLES R. HERMES Director
Charles R. Hermes

GEORGE KELM Director
George Kelm

DONALD H. PEGLER, JR. Director
Donald H. Pegler, Jr.

PAUL C. SCHORR, III Director
Paul C. Schorr, III

WILLIAM C. SMITH Director
William C. Smith

JAMES W. STRAND Director
James W. Strand

CHARLES N. WHEATLEY Director
Charles N. Wheatley

THOMAS C. WOODS, III Director
Thomas C. Woods, III

LYN WALLIN ZIEGENBEIN Director
Lyn Wallin Ziegenbein

<PAGE>
EXHIBIT INDEX

Sequential
Exhibit Page
Number Document Description Number

(1) Form of Purchase Agreement

(4.1) Articles of Incorporation (incorporated by
reference to Exhibit 3 to the Registrant's Form
S-3 Registration Statement No. 33-21557)
(4.2) By-Laws of the Registrant.
(4.3) Rights Agreement, dated as of June 21, 1989,
between the Registrant and Harris Trust and
Savings Bank (incorporated by reference to
Exhibit 4.1 to Registrant's Current Report on
Form 8-K dated June 21, 1989).
(4.4) Amendment to Rights Agreement, dated as of
September 7, 1989 between the Registrant and
Harris Trust and Savings Bank (incorporated by
reference to Exhibit 4.2 to Registrant's Current
Report on Form 8-K dated September 7, 1989).
(4.5) Amendment No. 2 to Rights Agreement dated June
15, 1993 between the Registrant and Harris Trust
and Savings Bank and Mellon Securities Trust
Company.
(5.1) Opinion of Foley & Lardner (to be filed by
amendment).
(24.1) Consent of Foley & Lardner (to be included in
Exhibit (5.1)).
(24.2) Consent of KPMG Peat Marwick
(25) Powers of Attorney (contained on the signature
page of this Registration Statement)

2,130,000 Shares

LINCOLN TELECOMMUNICATIONS COMPANY

(a Nebraska corporation)

Common Stock

(Par Value $.25 Per Share)

PURCHASE AGREEMENT

________________, 1994

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
DAIN BOSWORTH INCORPORATED
as Representatives of the several Underwriters
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281-1305

Ladies and Gentlemen:

Lincoln Telecommunications Company, a Nebraska corporation (the
"Company"), and Sahara Enterprises, Inc. (the "Selling Stockholder")
confirm their respective agreements with you and each of the other
underwriters named in Schedule A hereto (collectively, the "Underwriters,"
which term shall also include any underwriter substituted as hereinafter
provided in Section 10 hereof), for whom you are acting as representatives
(the "Representatives"), with respect to the sale by the Selling
Stockholder and the purchase by the Underwriters, acting severally and not
jointly, of the respective numbers of shares of Common Stock, par value
$.25 per share, of the Company ("Common Stock") set forth in said Schedule
A, and with respect to the grant by the Selling Stockholder to the
Underwriters, acting severally and not jointly, of the option described in
Section 2(b) hereof to purchase all or any part of 319,500 additional
shares of Common Stock to cover over-allotments, in each case except as
may otherwise be provided in the Pricing Agreement, as hereinafter
defined. The aforesaid 2,130,000 shares of Common Stock set forth on
Schedule A hereto (the "Initial Securities") to be purchased by the
Underwriters and all or any part of the 319,500 shares of Common Stock
subject to the option described in Section 2(b) hereof (the "Option
Securities") are collectively hereinafter called the "Securities".

Prior to the purchase and public offering of the Securities by
the several Underwriters, the Company, the Selling Stockholder and the
Representatives, acting on behalf of the several Underwriters, shall enter
into an agreement substantially in the form of Exhibit A hereto (the
"Pricing Agreement"). The Pricing Agreement may take the form of an
exchange of any standard form of written telecommunication among the
Company, the Selling Stockholder and the Representatives and shall specify
such applicable information as is indicated in Exhibit A hereto. The
offering of the Securities will be governed by this Agreement, as
supplemented by the Pricing Agreement. From and after the date of the
execution and delivery of the Pricing Agreement, this Agreement shall be
deemed to incorporate the Pricing Agreement.

The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (No.
[_________]) and a related preliminary prospectus for the registration of
the Securities under the Securities Act of 1933, as amended (the "1933
Act"), and either (A) has prepared and proposes to file, prior to the
effective date of such registration statement, an amendment to such
registration statement, including a final prospectus, or (B) if the
Company has elected to rely upon Rule 430A ("Rule 430A") of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act
Regulations"), will prepare and file a prospectus, in accordance with the
provisions of Rule 430A and Rule 424(b) ("Rule 424(b)") of the 1933 Act
Regulations, promptly after execution and delivery of the Pricing
Agreement. The information, if any, included in such prospectus that was
omitted from any prospectus included in such registration statement at the
time it becomes effective but that is deemed, pursuant to Rule 430A(b), to
be part of such registration statement at the time it becomes effective is
referred to herein as the "Rule 430A Information". Each form of
prospectus used before the time such registration statement becomes
effective, and any form of prospectus that omits the Rule 430A Information
that is used after such effectiveness and prior to the execution and
delivery of the Pricing Agreement is herein called a "preliminary
prospectus". Such registration statement (as amended, if applicable) and
the prospectus constituting a part thereof (including in each case all
documents incorporated or deemed to be incorporated by reference therein
and the Rule 430A Information, if any, deemed to be part thereof, as from
time to time amended or supplemented pursuant to the 1933 Act, the
Securities Exchange Act of 1934, as amended (the "1934 Act"), or
otherwise, are hereinafter referred to as the "Registration Statement" and
the "Prospectus", respectively, except that if the final prospectus first
furnished to the Underwriters after the execution of the Pricing Agreement
for use in connection with the offering of the Securities differs from the
Prospectus included in the Registration Statement at the time it becomes
effective (whether or not such prospectus is required to be filed pursuant
to Rule 424(b)), the term "Prospectus" shall refer to the final Prospectus
first furnished to the Underwriters for such use. All references in this
Agreement to financial statements and schedules and other information
which is "contained," "included" or "stated" in the Registration Statement
or the Prospectus (and all other references of like import) shall be
deemed to mean and include all such financial statements and schedules and
other information which is or is deemed to be incorporated by reference in
the Registration Statement or the Prospectus, as the case may be; and all
references in this Agreement to amendments or supplements to the
Registration Statement or the Prospectus shall be deemed to mean and
include the filing of any document under the 1934 Act which is or is
deemed to be incorporated by reference in the Registration Statement or
the Prospectus, as the case may be.

The Company and the Selling Stockholder understand that the
Underwriters propose to make a public offering of the Securities as soon
as the Representatives deem advisable after the Registration Statement
becomes effective and the Pricing Agreement has been executed and
delivered.

Section 1. Representations and Warranties.

(a) The Company represents and warrants to each
Underwriter as of the date hereof and as of the date of the Pricing
Agreement (such latter date being hereinafter referred to as the
"Representation Date") as follows:

(i) At the time the Registration Statement
becomes effective and at the Representation Date, the
Registration Statement will comply in all material respects with
the requirements of the 1933 Act and the 1933 Act Regulations
and will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The
Prospectus, at the Representation Date and at the Closing Time
referred to in Section 2 hereof, will comply in all material
respects with the requirements of the 1933 Act and the 1933 Act
Regulations and will not include an untrue statement of a
material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
provided, however, that the representations and warranties in
this subsection shall not apply to statements in or omissions
from the Registration Statement or Prospectus made in reliance
upon and in conformity with information furnished to the Company
in writing by any Underwriter through you expressly for use in
the Registration Statement or Prospectus.

(ii) The accountants who certified the
financial statements and supporting schedules included in the
Registration Statement are independent public accountants as
required by the 1933 Act and the 1933 Act Regulations.

(iii) The financial statements included or
incorporated by reference in the Registration Statement and the
Prospectus present fairly the consolidated financial position of
the Company and its consolidated subsidiaries as of the dates
indicated and the results of their operations for the periods
specified; except as otherwise stated in the Registration
Statement, said financial statements have been prepared in
conformity with generally accepted accounting principles applied
on a consistent basis; and the supporting schedules included or
incorporated by reference in the Registration Statement present
fairly the information required to be stated therein.

(iv) Since the respective dates as of which
information is given in the Registration Statement and the
Prospectus, except as otherwise stated therein, (A) there has
been no material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of
business, (B) there have been no transactions entered into by
the Company or any of its subsidiaries, other than those in the
ordinary course of business, which are material with respect to
the Company and its subsidiaries considered as one enterprise,
and (C) except for regular quarterly dividends on the Company's
Common Stock in amounts per share that are consistent with past
practice, there has been no dividend or distribution of any kind
declared, paid or made by the Company on any class of its
capital stock.

(v) The Company has been duly incorporated
and is validly existing as a corporation in good standing under
the laws of the State of Nebraska with corporate power and
authority to own, lease and operate its properties and to
conduct its business as described in the Prospectus and to enter
into and perform its obligations under this Agreement and the
Pricing Agreement; and the Company is duly qualified as a
foreign corporation to transact business and is in good standing
in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the
conduct of business or otherwise, except where the failure to so
qualify would not have a material adverse effect on the
condition, financial or otherwise, or the earnings, business
affairs or business prospects of the Company and its
subsidiaries considered as one enterprise.

(vi) Each subsidiary of the Company has
been duly incorporated and is validly existing as a corporation
in good standing under the laws of the jurisdiction of its
incorporation, has corporate power and authority to own, lease
and operate its properties and to conduct its business as
described in the Prospectus and is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of
business or otherwise, except where the failure to so qualify
would not have a material adverse effect on the condition,
financial or otherwise, or the earnings, business affairs or
business prospects of the Company and its subsidiaries
considered as one enterprise; all of the issued and outstanding
capital stock of each such subsidiary has been duly authorized
and validly issued, is fully paid and non-assessable and is
owned by the Company, directly or through subsidiaries, free and
clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity.

(vii) The authorized, issued and
outstanding capital stock of the Company is as set forth in the
Prospectus under "Description of Capital Stock" (except for
subsequent issuances, if any, pursuant to employee benefit plans
as described or incorporated by reference in the Prospectus; the
shares of issued and outstanding Common Stock, including the
Securities, have been duly authorized and validly issued and are
fully paid and non-assessable; the Common Stock conforms in all
material respects to all statements relating thereto contained
in the Prospectus.

(viii) Neither the Company nor any of its
subsidiaries is (A) in violation of its charter, (B) in
violation of any law, administrative regulation or
administrative or court decree applicable to it, where such
violation would have a material adverse effect on the condition,
financial or otherwise, or the earnings, business affairs or
business prospects of the Company and its subsidiaries
considered as one enterprise or (C) in default in the
performance or observance of any obligation, agreement, covenant
or condition contained in any contract, indenture, mortgage,
loan agreement, note, lease or other instrument to which the
Company or any of its subsidiaries is a party or by which it or
any of them may be bound, or to which any of the property or
assets of the Company or any of its subsidiaries is subject,
which defaults, individually or in the aggregate, would result
in a material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one
enterprise; and the execution, delivery and performance of this
Agreement and the Pricing Agreement and the consummation of the
transactions contemplated herein and therein and compliance by
the Company with its obligations hereunder and thereunder have
been duly authorized by all necessary corporate action and will
not conflict with or constitute a breach of, or default under,
or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of
its subsidiaries pursuant to, any contract, indenture, mortgage,
loan agreement, note, lease or other instrument to which the
Company or any of its subsidiaries is a party or by which it or
any of them may be bound, or to which any of the property or
assets of the Company or any of its subsidiaries is subject, nor
will such action result in any violation of the provisions of
the charter or by-laws of the Company or any of its subsidiaries
under any applicable law, administrative regulation or
administrative or court decree.

(ix) No labor dispute with the employees of
the Company or any of its subsidiaries exists or, to the
knowledge of the Company, is imminent; and the Company is not
aware of any existing or imminent labor disturbance by the
employees of any of its principal suppliers, manufacturers or
contractors that might be expected to result in any material
adverse change in the condition, financial or otherwise, or in
the earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise.

(x) The Company and its subsidiaries own or
possess, or can acquire on reasonable terms, the patents, patent
rights, licenses, inventions, copyrights, know-how (including
trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures),
trademarks, service marks and trade names (collectively, "patent
and proprietary rights") presently employed by them in
connection with the business now operated by them, and neither
the Company nor any of its subsidiaries has received any notice
or is otherwise aware of any infringement of or conflict with
asserted rights of others with respect to any patent or
proprietary rights, or of any facts that would render any patent
and proprietary rights invalid or inadequate to protect the
interest of the Company or any of its subsidiaries therein, and
which infringement or conflict (if the subject of any
unfavorable decision, ruling or finding) or invalidity or
inadequacy, singly or in the aggregate, would result in any
material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one
enterprise.

(xi) There is no action, suit or proceeding
before or by any court or governmental agency or body, domestic
or foreign, including, but not limited to, the Federal
Communications Commission ("FCC") or the Nebraska Public Service
Commission (the "NPSC"), now pending, or, to the knowledge of
the Company, threatened, against or affecting the Company or any
of its subsidiaries, which is required to be disclosed in the
Registration Statement (other than as disclosed therein); other
than as disclosed in the Registration Statement, there is no
action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, including, but
not limited to, the FCC or NPSC, now pending, or to the
knowledge of the Company, threatened, against or affecting the
Company or any of its subsidiaries, which might reasonably be
expected to result in any material adverse change in the
condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, or which might
reasonably be expected to materially and adversely affect the
properties or assets thereof or which might reasonably be
expected to materially and adversely affect the consummation of
this Agreement; all pending legal or governmental proceedings to
which the Company or any subsidiary is a party or of which any
of their respective property or assets is the subject which are
not described in the Registration Statement, including ordinary
routine litigation incidental to the business, are, considered
in the aggregate, not material; and there are no contracts or
documents of the Company or any of its subsidiaries which are
required to be filed as exhibits to the Registration Statement
by the 1933 Act or by the 1933 Act Regulations which have not
been so filed.

(xii) No authorization, approval or consent
of any court or governmental authority or agency is necessary in
connection with the offering, issuance or sale of the Securities
hereunder, except such as may be required under the 1933 Act,
the 1933 Act Regulations or state securities laws.

(xiii) The Company and the Subsidiaries
possess such certificates, authorities or permits issued by the
appropriate local, state, federal or foreign regulatory agencies
or bodies, including, but not limited to, the FCC and the NPSC,
necessary to conduct the business now operated by them, except
where the failure to so possess such certificates, authorities
or permits would not have a material adverse effect on the
condition, financial or otherwise, or on the earnings, business
affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, and neither the
Company nor any of the subsidiaries has received any notice of
proceedings relating to the revocation or modification of any
such certificate, authority or permit which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or
finding, would materially and adversely affect the condition,
financial or otherwise, or the earnings, business affairs or
business prospects of the Company and its subsidiaries
considered as one enterprise.

(xiv) This Agreement has been, and, at the
Representation Date, the Pricing Agreement will have been, duly
executed and delivered by the Company.

(xv) There are no persons with registration
or other similar rights to have any securities registered
pursuant to the Registration Statement or otherwise registered
by the Company under the 1933 Act.

(xvi) The documents incorporated or deemed
to be incorporated by reference in the Prospectus, at the time
they were or hereafter are filed with the Commission, complied
and will comply in all material respects with the requirements
of the 1934 Act and the rules and regulations of the Commission
under the 1934 Act (the "1934 Act Regulations") and, when read
together with the other information in the Prospectus, at the
time the Registration Statement and any amendments thereto
became or become effective, did not and will not contain an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading.

(xvii) The Company is not an "investment
company" or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as
amended; the Company is not a "holding company" or a "subsidiary
company" of a "holding company" within the meaning of the Public
Utility Holding Company Act of 1935; and the Company is not a
"common carrier" within the meaning of the Communications Act of
1934.

(b) The Selling Stockholder represents and warrants to,
and agrees with, each of the Underwriters as follows:

(i) The Selling Stockholder has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of Delaware.

(ii) The Selling Stockholder is not
prompted to sell the Securities to be sold by the Selling
Stockholder by any information concerning the Company or any of
its subsidiaries that is not set forth in the Prospectus or
other documents filed by the Company with the Commission
pursuant to the periodic reporting and other informational
requirements of the 1934 Act.

(iii) When the Registration Statement shall
become effective, and at all times subsequent thereto up to the
Closing Time, (A) such parts of the Registration Statement and
any amendments and supplements thereto as specifically refer to
the Selling Stockholder will not contain an untrue statement of
a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and (B) such parts of the Prospectus as specifically
refer to the Selling Stockholder will not include an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

(iv) All authorizations, consents and
approvals necessary for the execution and delivery by the
Selling Stockholder of this Agreement and the sale and delivery
pursuant to this Agreement of the Securities to be sold by the
Selling Stockholder have been given and are in full force and
effect on the date hereof and will be in full force and effect
at the Closing Time, except as may be required under the 1933
Act, the 1933 Act Regulations and state securities laws.

(v) The execution and delivery of this
Agreement and the consummation by the Selling Stockholder of the
transactions contemplated in this Agreement will not conflict
with or constitute a breach of, or default under, or result in
the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Selling Stockholder under,
any contract, indenture, mortgage, loan agreement, note, lease
or other instrument or any judgment, decree or order to which
the Selling Stockholder is a party or by which the Selling
Stockholder may be bound or the properties or assets of the
Selling Stockholder may be subject, nor will such action result
in any violation of the charter or bylaws of the Selling
Stockholder or of any applicable law, administrative regulation
or administrative or court decree.

(vi) The Selling Stockholder has and will,
at the Closing Time, have good and marketable title to the
Securities to be sold by the Selling Stockholder pursuant to
this Agreement, free and clear of any pledge, lien, security
interest, charge, claim, equity or encumbrance of any kind,
other than pursuant to this Agreement; the Selling Stockholder
has full right, power and authority to sell, transfer and
deliver the Securities to be sold by the Selling Stockholder
pursuant to this Agreement; and, upon delivery of such
Securities and payment of the purchase price therefor as
contemplated in this Agreement, each of the Underwriters will
receive good and marketable title to the Securities purchased by
it from the Selling Stockholder, free and clear of any pledge,
lien, security interest, charge, claim, equity or encumbrance of
any kind.

(vii) For a period of 180 days from the
date hereof, the Selling Stockholder will not, without the prior
written consent of the Representatives, directly or indirectly,
sell, offer to sell, grant any option for the sale of, or
otherwise dispose of, any shares of Common Stock or securities
convertible into Common Stock, other than (i) to the
Underwriters pursuant to this Agreement; (ii) to the Employee
Trust (as defined in the Prospectus) in the manner described in
the Prospectus; or (iii) pursuant to a tender offer for all of
the issued and outstanding Common Stock of the Company.

(viii) The Selling Stockholder has not
taken and will not take, directly or indirectly, any action
designed to cause or result in stabilization or manipulation of
the price of the Common Stock; and the Selling Stockholder has
not distributed and will not distribute any prospectus (as such
term is defined in the 1933 Act and the 1933 Act Regulations) in
connection with the offering and sale of the Securities other
than any preliminary prospectus filed with the Commission or the
Prospectus or other material permitted by the 1933 Act or the
1933 Act Regulations.

(ix) Neither the Selling Stockholder nor
any of its affiliates directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under
common control with, or has any other association with (within
the meaning of Article 1, Section 1(m) of the By-laws of the
National Association of Securities Dealers, Inc. (the "NASD")),
any member firm of the NASD.

(x) Other than as disclosed in the
Prospectus, such Selling Stockholder has not had, within the
past three years, any position, office or any other material
relationship with the Company or any of its affiliates.

(xi) This Agreement has been, and, at the
Representation Date, the Pricing Agreement will have been, duly
executed and delivered by the Selling Stockholder.

(c) Any certificate signed by any officer of the Company
and delivered to the Representatives or to counsel for the Underwriters
shall be deemed a representation and warranty by the Company to each
Underwriter as to the matters covered thereby and any certificate signed
by or on behalf of the Selling Stockholder as such and delivered to the
Representatives or to counsel for the Underwriters shall be deemed a
representation and warranty by such Selling Stockholder to each
Underwriter as to the matters covered thereby.

Section 2. Sale and Delivery to Underwriters; Closing.

(a) On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth,
the Selling Stockholder agrees to sell to each Underwriter, severally and
not jointly, and each Underwriter, severally and not jointly, agrees to
purchase from the Selling Stockholder, at the price per share set forth in
the Pricing Agreement, the number of Initial Securities set forth in
Schedule A opposite the name of such Underwriter (except as otherwise
provided in the Pricing Agreement), plus any additional number of Initial
Securities which such Underwriter may become obligated to purchase
pursuant to the provisions of Section 10 hereof. If the Company elects to
rely on Rule 430A, Schedule A may be attached to the Pricing Agreement.

(1) If the Company has elected not to rely upon
Rule 430A, the initial public offering price and the purchase
price per share to be paid by the several Underwriters for the
Initial Securities have each been determined and set forth in
the Pricing Agreement, dated the date hereof, and an amendment
to the Registration Statement and the Prospectus containing such
per share price information will be filed before the
Registration Statement becomes effective.

(2) If the Company has elected to rely upon Rule
430A, the purchase price per share to be paid by the several
Underwriters for the Initial Securities shall be an amount equal
to the initial public offering price, less an amount per share
to be determined by agreement between the Representatives and
the Selling Stockholder. The initial public offering price per
share of the Initial Securities shall be a fixed price to be
determined by agreement between the Representative and the
Selling Stockholder. The initial public offering price and the
purchase price, when so determined, shall be set forth in the
Pricing Agreement. In the event that such prices have not been
agreed upon and the Pricing Agreement has not been executed and
delivered by all parties thereto by the close of business on the
fourth business day following the date of this Agreement, this
Agreement shall terminate forthwith, without liability of any
party to any other party, unless otherwise agreed to by the
Selling Stockholder, the Company and the Representatives.

(b) In addition, on the basis of the representations and
warranties herein contained and subject to the terms and conditions herein
set forth, the Selling Stockholder hereby grants an option to the
Underwriters, severally and not jointly, to purchase up to an additional
319,500 shares of Common Stock at the price per share set forth in the
Pricing Agreement. The option hereby granted will expire 30 days after
(i) the date the Registration Statement becomes effective, if the Company
has elected not to rely on Rule 430A, or (ii) the Representation Date, if
the Company has elected to rely on Rule 430A, and may be exercised in
whole or in part from time to time only for the purpose of covering over-
allotments which may be made in connection with the offering and
distribution of the Initial Securities upon notice by the Representatives
to the Selling Stockholder setting forth the number of Option Securities
as to which the several Underwriters are then exercising the option and
the time and date of payment and delivery for such Option Securities. Any
such time and date of delivery (a "Date of Delivery") shall be determined
by the Representatives, but shall not be later than seven full business
days after the exercise of said option, nor in any event prior to the
Closing Time, as hereinafter defined, unless otherwise agreed by the
Representatives and the Selling Stockholder. If the option is exercised
as to all or any portion of the Option Securities, each of the
Underwriters, acting severally and not jointly, will purchase that
proportion of the total number of Option Securities then being purchased
which the number of Initial Securities set forth in Schedule A opposite
the name of such Underwriter bears to the total number of Initial
Securities (except as otherwise provided in the Pricing Agreement),
subject in each case to such adjustments as the Representatives in their
discretion shall make to eliminate any sales or purchases of fractional
shares.

(c) Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the office of
Skadden, Arps, Slate, Meagher & Flom, 333 West Wacker Drive, Chicago,
Illinois 60606, or at such other place as shall be agreed upon by the
Representatives, the Selling Stockholder and the Company, at 10:00 A.M.
(Chicago time) on the fifth business day (unless postponed in accordance
with the provisions of Section 10) following the date the Registration
Statement becomes effective (or, if the Company has elected to rely upon
Rule 430A, the fifth business day after execution of the Pricing
Agreement), or such other time not later than ten business days after such
date as shall be agreed upon by the Representatives, the Selling
Stockholder and the Company (such time and date of payment and delivery
being herein called "Closing Time"). In addition, in the event that any
or all of the Option Securities are purchased by the Underwriters, payment
of the purchase price for, and delivery of certificates for, such Option
Securities shall be made at the above-mentioned offices of Skadden, Arps,
Slate, Meagher & Flom, or at such other place as shall be agreed upon by
the Representatives, the Selling Stockholder and the Company, on each Date
of Delivery as specified in the notice from the Representatives to the
Selling Stockholder and the Company. Payment shall be made to the Selling
Stockholder by certified or official bank check or checks drawn in New
York Clearing House funds or similar next-day funds payable to the order
of the Selling Stockholder against delivery to the Representatives for the
respective accounts of the Underwriters of certificates for the Securities
to be purchased by them. Certificates for the Initial Securities and the
Option Securities, if any, shall be in such denominations and registered
in such names as the Representatives may request in writing at least two
business days before the Closing Time or the relevant Date of Delivery, as
the case may be. It is understood that each Underwriter has authorized
the Representatives, for its account, to accept delivery of, receipt for,
and make payment of the purchase price for, the Initial Securities and the
Option Securities, if any, which it has agreed to purchase. You,
individually and not as Representatives of the Underwriters, may (but
shall not be obligated to) make payment of the purchase price for the
Initial Securities or the Option Securities, if any, to be purchased by
any Underwriter whose check has not been received by the Closing Time or
the relevant Date of Delivery, as the case may be, but such payment shall
not relieve such Underwriter from its obligations hereunder. The
certificates for the Initial Securities and the Option Securities, if any,
will be made available for examination and packaging by the
Representatives not later than 10:00 A.M. on the last business day prior
to the Closing Time or the relevant Date of Delivery, as the case may be.

Section 3. Covenants of the Company. The Company covenants
with each Underwriter as follows:

(a) The Company will notify the Representatives and the
Selling Stockholder immediately, and confirm the notice in writing, (i) of
the effectiveness of the Registration Statement and any amendment thereto
(including any post-effective amendment), (ii) of the receipt of any
comments from the Commission, (iii) of any request by the Commission for
any amendment to the Registration Statement or any amendment or supplement
to the Prospectus or for additional information, (iv) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or any order preventing or suspending the use of
any preliminary prospectus or the initiation of any proceedings for any
such purpose, (v) of the suspension of the qualification of the Securities
for offering or sale in any jurisdiction and (vi) the initiation or
threatening of any proceedings for any such purposes of which the Company
becomes aware. The Company will make every reasonable effort to prevent
the issuance of any stop order or any order preventing or suspending the
use of any preliminary prospectus or suspending such qualification, and,
in the event of the issuance of a stop order or any order preventing or
suspending the use of any preliminary prospectus or suspending such
qualifications, to make every reasonable effort to promptly obtain the
lifting thereof.

(b) The Company will give the Representatives and the
Selling Stockholder notice of its intention to file or prepare any
amendment to the Registration Statement (including any post-effective
amendment) or any amendment or supplement to the Prospectus (including any
revised prospectus) which the Company proposes for use by the Underwriters
in connection with the offering of the Securities which differs from the
prospectus on file at the Commission at the time the Registration
Statement becomes effective, whether or not such revised prospectus is
required to be filed pursuant to Rule 424(b), whether pursuant to the 1933
Act, the 1934 Act or otherwise, will furnish the Selling Stockholders and
the Representatives with copies of any such amendment or supplement a
reasonable amount of time prior to such proposed filing or use, as the
case may be, and will not file any such amendment or supplement or use any
such prospectus to which the Representatives or counsel for the
Underwriters shall reasonably object.

(c) The Company will deliver to the Selling Stockholders
and Representatives two (2) signed copies of the Registration Statement as
originally filed and of each amendment thereto (including exhibits filed
therewith or incorporated by reference therein and documents incorporated
or deemed to be incorporated by reference therein) and will also deliver
to the Representatives as many conformed copies of the Registration
Statement as originally filed and of each amendment thereto (without
exhibits) as the Representatives may reasonably request.

(d) The Company will furnish to each Underwriter, from
time to time during the period when the Prospectus is required to be
delivered under the 1933 Act or the 1934 Act, such number of copies of the
Prospectus (as amended or supplemented) as such Underwriter may reasonably
request for the purposes contemplated by the 1933 Act or the 1934 Act or
the respective applicable rules and regulations of the Commission
thereunder.

(e) If any event shall occur as a result of which it is
necessary, in the opinion of counsel for the Underwriters, to amend or
supplement the Prospectus in order to make the Prospectus not misleading
in the light of the circumstances existing at the time it is delivered to
a purchaser, the Company will forthwith amend or supplement the Prospectus
(in form and substance satisfactory to counsel for the Underwriters) so
that, as so amended or supplemented, the Prospectus will not include an
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances existing at the time it is delivered to a purchaser, not
misleading, and the Company will furnish to the Underwriters a reasonable
number of copies of such amendment or supplement.

(f) The Company will endeavor, in cooperation with the
Underwriters, to qualify the Securities for offering and sale under the
applicable securities laws of such states and other jurisdictions of the
United States as the Representatives may designate; provided, however,
that the Company shall not be obligated to qualify as a foreign
corporation in any jurisdiction in which it is not so qualified. In each
jurisdiction in which the Securities have been so qualified, the Company
will file such statements and reports as may be required by the laws of
such jurisdiction to continue such qualification in effect for a period of
not less than one year from the effective date of the Registration
Statement.

(g) The Company will make generally available to its
security holders as soon as practicable, but not later than 50 days after
the close of the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 of the 1933 Act Regulations)
covering a twelve-month period beginning not later than the first day of
the Company's fiscal quarter next following the "effective date" (as
defined in said Rule 158) of the Registration Statement.

(h) If, at the time that the Registration Statement
becomes effective, any information shall have been omitted therefrom in
reliance upon Rule 430A of the 1933 Act Regulations, then immediately
following the execution of the Pricing Agreement, the Company will
prepare, and file or transmit for filing with the Commission in accordance
with such Rule 430A and Rule 424(b) of the 1933 Act Regulations, copies of
an amended Prospectus, or, if required by such Rule 430A, a post-effective
amendment to the Registration Statement (including an amended Prospectus),
containing all information so omitted.

(i) During a period of 180 days from the date of the
Pricing Agreement, the Company will not, without the prior written consent
of the Representatives, directly or indirectly, sell, offer to sell, grant
any option for the sale of, or otherwise dispose of, any Common Stock or
any security convertible into, or exchangeable or exercisable for, Common
Stock (except for Common Stock or options or rights to acquire Common
Stock issued, or Common Stock sold or issued, pursuant to employee benefit
plans or the Rights Agreement (as defined in the Prospectus) as described
in the Prospectus).

(j) The Company, during the period when the Prospectus is
required to be delivered under the 1933 Act or the 1934 Act, will file all
documents required to be filed with the Commission pursuant to Section 13,
14 or 15 of the 1934 Act within the time periods required by the 1934 Act
and the 1934 Act Regulations.

(k) Until the first to occur of (a) five years after the
Closing Time or (b) the Common Stock is no longer registered under Section
12(g) of the 1934 Act, the Company will furnish to you copies of all
annual reports, quarterly reports and current reports filed with the
Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may
be designated by the Commission, and such other documents, reports and
information as shall be furnished by the Company to its stockholders
generally.

(l) The Company will use its best efforts to effect the
inclusion of the Securities in the National Association of Securities
Dealers Automated Quotation National Market ("NASDAQ-NM")

Section 4. Payment of Expenses. Except as otherwise provided
in that certain Agreement dated as of February 1, 1994 between the
Company and the Selling Stockholder, the Company will pay all
expenses incident to the performance of the Company's obligations
under this Agreement, including (i) the printing and filing of the
Registration Statement as originally filed and of each amendment thereto,
(ii) the typing, printing and distribution of this Agreement and the
Pricing Agreement, (iii) the preparation, issuance and delivery of the
certificates for the Securities to the Underwriters, including stock
transfer taxes, if any, payable upon the sale and issuance and delivery to
the Underwriters of the Securities, (iv) the fees and disbursements of the
Company's counsel and accountants, (v) the qualification of the Securities
under securities laws in accordance with the provisions of Section 3(f)
hereof, including filing fees and the fees and disbursements of counsel
for the Underwriters in connection therewith and in connection with the
preparation of the Blue Sky Survey, (vi) the printing and delivery to the
Underwriters of copies of the Registration Statement as originally filed
and of each amendment thereto, of each preliminary prospectus, and of the
Prospectus and any amendments or supplements thereto, (vii) the printing
and delivery to the Underwriters of copies of the Blue Sky Survey, and
(viii) the fees and disbursements incurred in connection with the
including of the Securities in the NASDAQ-NM. The Selling Stockholder
will pay and bear all of its expenses related to the performance of its
obligations under this Agreement, including the fees and disbursements of
its counsel, any stock transfer taxes, underwriting discounts or
commissions payable upon or with respect to the sale of the Securities
sold by such Selling Stockholder to the Underwriters.

If this Agreement is terminated by the Representatives in
accordance with the provisions of Section 5 or Section 9(a)(i) hereof,
the Company shall reimburse the Underwriters for all of their out-of-
pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

Section 5. Conditions of Underwriters' Obligations. The
obligations of the Underwriters hereunder are subject to the accuracy of
the several representations and warranties of the Company and the Selling
Stockholder herein contained, to the performance by the Company and the
Selling Stockholder of their respective obligations hereunder, and to the
following further conditions:

(a) The Registration Statement shall have become effective
not later than 5:30 P.M. on the date hereof, or with the consent of the
Representatives, at a later time and date, not later, however, than 5:30
P.M. on the first business day following the date hereof, or at such later
time and date as you may approve in writing; and at the Closing Time, no
stop order suspending the effectiveness of the Registration Statement
shall have been issued under the 1933 Act or proceedings therefor
initiated or threatened by the Commission and any request on the part of
the Commission for additional information shall have been complied with to
the satisfaction of counsel for the Underwriters. If the Company has
elected to rely upon Rule 430A, a Prospectus containing the Rule 430A
Information shall have been filed with the Commission in accordance with
Rule 424(b) and prior to Closing Time the Company shall have provided
evidence satisfactory to the Representatives of such timely filing, or a
post-effective amendment providing such information shall have been
promptly filed and declared effective in accordance with the requirements
of Rule 430A.

(b) At Closing Time, the Representatives shall have
received:

(1) The favorable opinion, dated as of Closing
Time, of Foley & Lardner, special counsel to the Company, in
form and substance satisfactory to counsel for the Underwriters,
to the effect that:

(i) The Company has been duly incorporated
and is validly existing as a corporation in good standing under
the laws of the State of Nebraska.

(ii) The Company has corporate power and
authority to own, lease and operate its properties and to
conduct its business as described in the Registration Statement
and to enter into and perform its obligations under this
Agreement and the Pricing Agreement.

(iii) The authorized issued and outstanding
capital stock of the Company is as set forth in the Prospectus
under "Description of Capital Stock."

(iv) The Securities have been validly
issued and are fully paid and non-assessable.

(v) This Agreement and the Pricing
Agreement have each been duly authorized by all requisite
corporate action, executed and delivered by the Company.

(vi) The Registration Statement is
effective under the 1933 Act and, to the best of their knowledge
and information, no stop order suspending the effectiveness of
the Registration Statement has been issued under the 1933 Act or
proceeding therefor initiated or threatened by the Commission.

(vii) At the time the Registration
Statement became effective and at the Representation Date, the
Registration Statement (other than the financial statements and
supporting schedules included therein, as to which no opinion
need be rendered) complied as to form in all material respects
with the requirements of the 1933 Act and the 1933 Act
Regulations.

(viii) Each document filed pursuant to the
1934 Act (other than the financial statements and supporting
schedules and other financial data included therein, as to which
no opinion need be rendered) and incorporated or deemed to be
incorporated by reference in the Prospectus complied when so
filed as to form in all material respects with the 1934 Act and
the 1934 Act Regulations.

(ix) The Common Stock conforms in all
material respects to the description thereof contained in the
Prospectus and the form of certificate used to evidence the
Common Stock is in due and proper form and complies with all
applicable statutory requirements.

(x) No authorization, approval, consent or
order of any court or governmental authority or agency is
required in connection with the offering, issuance or sale of
the Securities to the Underwriters, except such as may be
required under the 1933 Act, the 1933 Act Regulations or state
securities law; and, to the best of their knowledge and belief,
the execution, delivery and performance of this Agreement and
the Pricing Agreement and the consummation of the transactions
contemplated herein and therein and compliance by the Company
with its obligations hereunder and thereunder will not conflict
with or constitute a breach of, or default under, or result in
the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any of its
subsidiaries pursuant to any contract, indenture, mortgage, loan
agreement, note, lease or other instrument, known to such
counsel after due inquiry, to which the Company or any of its
subsidiaries is a party or by which it or any of them may be
bound, or to which any of the property or assets of the Company
or any of its subsidiaries is subject, nor will such action
result in any violation of the provisions of the Articles of
Incorporation or By-laws of the Company or any applicable law,
administrative regulation or administrative or court decree.

(2) The favorable opinion, dated as of Closing
Time, of Woods & Aitken in form and substance satisfactory to
counsel for the Underwriters, to the effect that:

(i) The Company has been duly incorporated
and is validly existing as a corporation in good standing under
the laws of the State of Nebraska. The Company has corporate
power and authority to own, lease and operate its properties and
to conduct its business as described in the Registration
Statement and to enter into and perform its obligations under
this Agreement and the Pricing Agreement.

(ii) To the best of their knowledge and
information, the Company is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required.

(iii) The authorized issued and outstanding
capital stock of the Company is as set forth in the Prospectus
under "Description of Capital Stock;" the shares of issued and
outstanding Common Stock, including the Securities, have been
duly authorized and validly issued and are fully paid and non-
assessable.

(iv) The description of and references to
contracts, indentures, mortgages, loan agreements, notes, leases
or other instruments included or incorporated by reference in
the Registration Statement are correct.

(v) Each subsidiary of the Company has been
duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction of its
incorporation, has corporate power and authority to own, lease
and operate its properties and to conduct its business as
described in the Registration Statement and, to the best of
their knowledge and information, is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required; all of the
issued and outstanding capital stock of each such subsidiary has
been duly authorized and validly issued, is fully paid and non-
assessable and, to the best of their knowledge and information,
is owned by the Company, directly or through subsidiaries, free
and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity.

(vi) This Agreement and the Pricing
Agreement have each been duly authorized by all requisite
corporate action, executed and delivered by the Company.

(vii) To the best of such counsel's
knowledge and information, there are no legal or governmental
proceedings pending (including, but not limited to, before or by
the FCC or NPSC) or threatened which are required to be
disclosed in the Registration Statement, other than those
disclosed therein, and all pending legal or governmental
proceedings to which the Company or any subsidiary is a party or
to which any of their property is subject that are not
described in the Registration Statement, including ordinary,
routine litigation incidental to the business, are, considered
in the aggregate, not material.

(viii) To the best of such counsel's
knowledge and information, there are no persons with
registration or other similar rights to have any securities
registered pursuant to the Registration Statement or otherwise
registered by the Company under the 1933 Act.

(ix) No authorization, approval, consent or
order of any court or governmental authority or agency is
required in connection with the offering, issuance or sale of
the Securities to the Underwriters, except such as may be
required under the 1933 Act, the 1933 Act Regulations or state
securities law.

(x) Each document filed pursuant to the
1934 Act (other than the financial statements and supporting
schedules included therein, as to which no opinion need be
rendered) and incorporated or deemed to be incorporated by
reference in the Prospectus complied when so filed as to form in
all material respects with the 1934 Act and the 1934 Act
Regulations.

(xi) To the best of such counsel's
knowledge and information, there are no contracts, indentures,
mortgages, loan agreements, notes, leases or other instruments
required to be described or referred to in the Registration
Statement or to be filed as exhibits thereto other than those
described or referred to therein or filed or incorporated by
reference as exhibits thereto, the descriptions thereof or
references thereto are correct, and no default exists in the due
performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture,
mortgage, loan agreement, note, lease or other instrument so
described, referred to, filed or incorporated by reference.

(xii) To the best of such counsel's
knowledge and information, the Company and its subsidiaries are
in compliance with, and conduct their respective businesses in
conformity with, all applicable laws and regulations relating to
the operation of its business as described in the Registration
Statement, except to the extent that any failure so to comply or
conform would not have a material adverse effect upon the
condition, financial or otherwise, or the earnings, business
affairs or business prospects of the Company and its
subsidiaries considered as one enterprise.

(xiii) To the best of such counsel's
knowledge and information, the Company and its subsidiaries
possess such certificates, authorities or permits issued by the
appropriate regulatory agencies or bodies necessary to the
conduct now operated by them, and neither the Company nor any of
its subsidiaries has received any notice of proceedings relating
to the revocation or modification of any such certificate,
authority or permit that, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would
materially and adversely affect the condition, financial or
otherwise, or the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one
enterprise.

(3) The favorable opinion, dated as of Closing
Time, of Hopkins & Sutter, counsel for the Selling Stockholder,
in form and substance satisfactory to counsel for the
Underwriters, to the effect that:

(i) The Selling Stockholder has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the State of Delaware.

(ii) This Agreement and the Pricing
Agreement have each been duly authorized by all requisite
corporate action on the part of the Selling Stockholder, and has
been duly executed and delivered by the Selling Stockholder.

(iii) To the knowledge of such counsel, the
Selling Stockholder has full right, power and authority to sell,
transfer and deliver the Securities to be sold by such Selling
Stockholder pursuant to this Agreement.

(iv) By delivery of a certificate or
certificates for the Securities to be sold by such Selling
Stockholder pursuant to this Agreement, and upon the receipt of
payment by such Selling Stockholder for such Securities, such
Selling Stockholder will transfer to the Underwriters who have
purchased such Securities pursuant to this Agreement, in good
faith and without notice of any encumbrance within the meaning
of the Uniform Commercial Code, valid and marketable title to
such Securities, free and clear of any pledge, lien, security
interest, charge, claim, equity or encumbrance of any kind.

(v) No authorization, approval, consent or
order of any court or governmental authority or agency is
required in connection with the offering, issuance or sale of
the Securities to the Underwriters, except such as may be
required under the 1933 Act, the 1933 Act Regulations or state
securities law.

(vi) The execution, delivery and
performance of this Agreement by the Selling Stockholder and the
consummation of the transactions herein contemplated will not
result in a breach or violation of any of the terms and
provisions of, or constitute a default under, any statute, any
rule, regulation or order (except that with respect to orders by
their terms specifically applicable to the Selling Stockholder,
to the knowledge of such counsel after due inquiry) of any
governmental agency or body or any court having jurisdiction
over the Selling Stockholder or any of its properties or any
agreement or instrument known to such counsel after due inquiry
to which the Selling Stockholder is a party or by which the
Selling Stockholder is bound or to which any of the properties
of the Selling Stockholder is subject.

(vii) To such counsel's knowledge and
information, the Company is not an "investment company" or a
company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended.

(4) The favorable opinion, dated as of Closing
Time, of Skadden, Arps, Slate, Meagher & Flom, counsel for the
Underwriters, with respect to the matters set forth in (i), (iv)
and (vi) through (viii), inclusive, and (x) of subsection (b)(1)
of this Section.

(5) In giving their opinions required by
subsections (b)(1), (b)(2), (b)(3) and (b)(4), respectively, of
this Section, Foley & Lardner, Woods & Aitken and Skadden, Arps,
Slate, Meagher & Flom shall each additionally state that nothing
has come to their attention that would lead them to believe that
the Registration Statement (except for financial statements and
schedules and other financial data included or incorporated by
reference therein, as to which counsel need make no statement),
at the time it became effective or at the Representation Date,
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading or that the
Prospectus (except for financial statements and schedules and
other financial data included or incorporated by reference
therein, as to which counsel need make no statement), at the
Representation Date or at Closing Time, included an untrue
statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
In giving their opinions, Foley & Lardner and Skadden, Arps,
Slate, Meagher & Flom may rely as to matters of Nebraska law
upon the opinion of Woods & Aitken.

(c) At Closing Time there shall not have been, since the
date hereof or since the respective dates as of which information is given
in the Registration Statement and the Prospectus, any material adverse
change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary
course of business, and the Representatives shall have received a
certificate of the President or a Vice President of the Company and of the
chief financial or chief accounting officer of the Company, dated as of
Closing Time, to the effect that (i) there has been no such material
adverse change, (ii) the representations and warranties in Section 1
hereof are true and correct with the same force and effect as though
expressly made at and as of Closing Time, (iii) the Company has complied
with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to Closing Time, and (iv) no stop order
suspending the effectiveness of the Registration Statement has been issued
and no proceedings for that purpose have been initiated or threatened by
the Commission.

(d) At the Closing Time, (i) the representations and
warranties of the Selling Stockholder set forth in Section 1(b) and in any
certificates by or on behalf of the Selling Stockholder delivered pursuant
to the provisions hereof shall be true and correct with the same force and
effect as though expressly made at and as of the Closing Time, (ii) the
Selling Stockholder shall have complied with all agreements and satisfied
all conditions on its part to be performed or satisfied at or prior to the
Closing Time and (iii) you shall have received a certificate of the
Selling Stockholder, dated as of the Closing Time, to the effect set forth
in subsections (i) and (ii) of this Section 5(d).

(e) At the time of the execution of this Agreement, the
Representatives shall have received from KPMG Peat Marwick a letter dated
such date, in form and substance satisfactory to the Representatives, to
the effect that (i) they are independent public accountants with respect
to the Company and its subsidiaries within the meaning of the 1933 Act and
the 1933 Act Regulations; (ii) it is their opinion that the financial
statements and supporting schedules included in the Registration Statement
and covered by their opinions therein comply as to form in all material
respects with the applicable accounting requirements of the 1933 Act and
the 1933 Act Regulations and the 1934 Act and 1934 Act Regulations; (iii)
based upon limited procedures set forth in detail in such letter, nothing
has come to their attention which causes them to believe that (A) the
unaudited financial statements and supporting schedules of the Company and
its subsidiaries included in the Registration Statement do not comply as
to form in all material respects with the applicable accounting
requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act
and 1934 Act Regulations or are not presented in conformity with generally
accepted accounting principles applied on a basis substantially consistent
with that of the audited financial statements included in the Registration
Statement, (B) the unaudited amounts of revenues, net income and net
income per share set forth under "Selected Financial Data" in the
Prospectus were not determined on a basis substantially consistent with
that used in determining the corresponding amounts in the audited
financial statements included in the Registration Statement, or (C) at a
specified date not more than five days prior to the date of this
Agreement, there has been any change in the capital stock of the Company
or any increase in the consolidated long-term debt of the Company and its
subsidiaries or any decrease in consolidated net current assets or net
assets as compared with the amounts shown in the September 30, 1993
balance sheet included in the Registration Statement or, during the period
from September 30, 1993 to a specified date not more than five days prior
to the date of this Agreement, there were any decreases, as compared with
the corresponding period in the preceding year, in consolidated revenues,
net income or net income per share of the Company and its subsidiaries,
except in all instances for changes, increases or decreases which the
Registration Statement and the Prospectus disclose have occurred or may
occur; and (iv) in addition to the examination referred to in their
opinions and the limited procedures referred to in clause (iii) above,
they have carried out certain specified procedures, not constituting an
audit, with respect to certain amounts, percentages and financial
information which are included in the Registration Statement and
Prospectus and which are specified by the Representatives, and have found
such amounts, percentages and financial information to be in agreement
with the relevant accounting, financial and other records of the Company
and its subsidiaries identified in such letter.

(f) At Closing Time the Representatives shall have
received from KPMG Peat Marwick a letter, dated as of Closing Time, to the
effect that they reaffirm the statements made in the letter furnished
pursuant to subsection (e) of this Section, except that the specified date
referred to shall be a date not more than five days prior to Closing Time
and, if the Company has elected to rely on Rule 430A, to the further
effect that they have carried out procedures as specified in clause (iv)
of subsection (e) of this Section with respect to certain amounts,
percentages and financial information specified by the Representatives and
deemed to be a part of the Registration Statement pursuant to Rule
430(A)(b) and have found such amounts, percentages and financial
information to be in agreement with the records specified in such clause
(iv).

(g) At Closing Time and at each Date of Delivery, if any,
counsel for the Underwriters shall have been furnished with such documents
and opinions as they may reasonably require for the purpose of enabling
them to pass upon the sale of the Securities herein contemplated and
related proceedings, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company and
the Selling Stockholder in connection with the sale of the Securities as
herein contemplated shall be satisfactory in form and substance to the
Representatives and counsel for the Underwriters.

(h) In the event that the Underwriters exercise their
option provided in Section 2(b) hereof to purchase all or any portion of
the Option Securities, the representations and warranties of the Company
contained herein and the statements in any certificates furnished by the
Company hereunder shall be true and correct in all material respects as of
each Date of Delivery and, at the relevant Date of Delivery, the
Representatives shall have received:

(1) A certificate, dated such Date of Delivery,
of the President or a Vice President of the Company and of the
chief financial or chief accounting officer of the Company
confirming that the certificate delivered at the Closing Time
pursuant to Section 5(c) hereof remains true and correct as of
such Date of Delivery.

(2) A certificate, dated such Date of Delivery,
of the Selling Stockholder confirming that the certificate
delivered at the Closing Time pursuant to Section 5(d) hereof
remains true and correct as of such Date of Delivery.

(3) The favorable opinions of Woods & Aitken,
special counsel for the Company, Foley & Lardner, special
counsel for the Company, and Hopkins & Sutter, counsel for the
Selling Stockholder, in form and substance satisfactory to
counsel for the Underwriters, dated such Date of Delivery,
relating to the Option Securities to be purchased on such Date
of Delivery and otherwise to the same effect as the opinions
required by Sections 5(b)(1), 5(b)(2), 5(b)(3) and 5(b)(5)
hereof.

(4) The favorable opinion of Skadden, Arps,
Slate, Meagher & Flom, counsel for the Underwriters, dated such
Date of Delivery, relating to the Option Securities to be
purchased on such Date of Delivery and otherwise to the same
effect as the opinion required by Sections 5(b)(4) and 5(b)(5)
hereof.

(5) A letter from KPMG Peat Marwick, in form and
substance satisfactory to the Representatives and dated such
Date of Delivery, substantially the same in form and substance
as the letter furnished to the Representatives pursuant to
Section 5(f) hereof, except that the "specified date" in the
letter furnished pursuant to this Section 5(h)(5) shall be a
date not more than five days prior to such Date of Delivery.

If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be
terminated by the Representatives by notice to the Company at any time at
or prior to Closing Time, and such termination shall be without liability
of any party to any other party except as provided in Section 4 hereof.
Notwithstanding any such termination, the provisions of Sections 6, 7 and
8 hereof shall remain in effect.

Section 6. Indemnification.

(a) The Company and the Selling Stockholder agree to
jointly and severally indemnify and hold harmless each Underwriter and
each person, if any, who controls any Underwriter within the meaning of
Section 15 of the 1933 Act as follows:

(i) against any and all loss, liability,
claim, damage and expense whatsoever, as incurred, arising out
of any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (or any
amendment thereto), including the Rule 430A Information, if
applicable, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make
the statements therein not misleading or arising out of any
untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto) or the omission or alleged
omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading;

(ii) against any and all loss, liability,
claim, damage and expense whatsoever, as incurred, to the extent
of the aggregate amount paid in settlement of any litigation, or
any investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any claim whatsoever based
upon any such untrue statement or omission, or any such alleged
untrue statement or omission, if such settlement is effected
with the written consent of the Company and the Selling
Stockholder; and

(iii) against any and all expense
whatsoever, as incurred (including, subject to Section 6(c)
hereof, the fees and disbursements of counsel chosen by Merrill
Lynch), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under
(i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense (x) to the extent arising out of
any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with written information furnished
to the Company by any Underwriter through Merrill Lynch expressly for use
in the Registration Statement (or any amendment thereto) or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) or (y) if such untrue statement or omission or alleged untrue
statement or omission was contained or made in any preliminary prospectus
and corrected in a Prospectus and (i) any such loss, liability, claim,
damage or expense suffered or incurred by any Underwriter (or any person
who controls any Underwriter) resulted from an action, claim or suit by
any person who purchased the Offered Securities which are the subject
thereof from such Underwriter in the offering and (ii) such Underwriter
failed to deliver or provide a copy of the Prospectus to such person at or
prior to the confirmation of the sale of such Offered Securities in any
case where such delivery is required by the 1933 Act or the 1933 Act
Regulations.

The obligations of the Company and the Selling Stockholder
pursuant to this Section are joint and several; provided, however, that
the Selling Stockholder's aggregate liability under this Section shall be
limited to an amount equal to the net proceeds (after deducting the
Underwriters' discount but before deducting expenses) received by such
Selling Stockholder from the sale of its Securities pursuant to this
Agreement.

(b) Each Underwriter severally agrees to indemnify and
hold harmless the Company, its directors, each of its officers who signed
the Registration Statement, each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act and the Selling
Stockholder, its directors, each of its officers and each person, if any,
who controls the Selling Stockholder within the meaning of Section 15 of
the 1933 Act, against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this
Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto) or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter through you expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

(c) Each indemnified party shall give notice as promptly
as reasonably practicable to each indemnifying party of any action
commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability that it may have
otherwise than on account of this indemnity agreement. An indemnifying
party may participate at its own expense in the defense of any such
action. In no event shall the indemnifying parties be liable for fees and
expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection
with any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances.

Section 7. Contribution. In order to provide for just and
equitable contribution in circumstances in which the indemnity agreement
provided for in Section 6 hereof is for any reason held to be
unenforceable by the indemnified parties although applicable in accordance
with its terms, the Company, the Selling Stockholder and the Underwriters
shall contribute to the aggregate losses, liability, claims, damages and
expenses of the nature contemplated by said indemnity agreement incurred
by the Company, the Selling Stockholder and one or more of the
Underwriters, as incurred, in such proportions that (a) the Underwriters
are responsible for that portion represented by the percentage that the
underwriting discount appearing on the cover page of the Prospectus bears
to the initial public offering price appearing thereon and (b) the Company
and the Selling Stockholder are responsible for the balance; provided,
however, that no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each person, if any, who
controls any Underwriter within the meaning of Section 15 of the 1933 Act
shall have the same rights to contribution as such Underwriter, and each
director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act shall have the same
rights to contribution as the Company and each director of the Selling
Stockholder, each officer of the Selling Stockholder and each person, if
any, who controls the Selling Stockholder within the meaning of Section 15
of the 1933 Act shall have the same rights to contribution as the Selling
Stockholder.

Section 8. Representations, Warranties and Agreements to
Survive Delivery. All representations, warranties and agreements
contained in this Agreement and the Pricing Agreement, or contained in
certificates of officers of the Company or the Selling Stockholder
submitted pursuant hereto, shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of any
Underwriter or controlling person, or by or on behalf of the Company, and
shall survive delivery of the Securities to the Underwriters.

Section 9. Termination of Agreement.

(a) The Representatives may terminate this Agreement, by
notice to the Company and the Selling Stockholder, at any time at or prior
to Closing Time (i) if there has been, since the date of this Agreement or
since the respective dates as of which information is given in the
Registration Statement, any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business, or
(ii) if there has occurred any material adverse change in the financial
markets in the United States or elsewhere or any outbreak of hostilities
or escalation thereof or other calamity or crisis the effect of which is
such as to make it, in the judgment of the Representatives, impracticable
to market the Securities or to enforce contracts for the sale of the
Securities, or (iii) if trading in the Common Stock has been suspended by
the Commission, or if trading generally on either the New York Stock
Exchange or the over-the-counter market has been suspended, or minimum or
maximum prices for trading have been fixed, or maximum ranges for prices
for securities have been required, by either of said Exchanges or by order
of the Commission or any other governmental authority, or if a banking
moratorium has been declared by either federal, New York or Nebraska
authorities.

(b) If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any
other party except as provided in Section 4 hereof. Notwithstanding any
such termination, the provisions of Sections 6, 7 and 8 hereof shall
remain in effect.

Section 10. Default by One or More of the Underwriters. If one
or more of the Underwriters shall fail at Closing Time to purchase the
Initial Securities which it or they are obligated to purchase under this
Agreement and the Pricing Agreement (the "Defaulted Securities"), the
Representatives shall have the right, within 24 hours thereafter, to make
arrangements for one or more of the non-defaulting Underwriters, or any
other underwriters, to purchase all, but not less than all, of the
Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:

(a) if the number of Defaulted Securities does not exceed
10% of the number of Initial Securities, the non-defaulting Underwriters
shall be obligated to purchase the full amount thereof in the proportions
that their respective underwriting obligations hereunder bear to the
underwriting obligations of all non-defaulting Underwriters, or

(b) if the number of Defaulted Securities exceeds 10% of
the number of Initial Securities, this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any
defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a
termination of this Agreement, either the Representatives or the Company
shall have the right to postpone Closing Time for a period not exceeding
seven days in order to effect any required changes in the Registration
Statement or Prospectus or in any other documents or arrangements. As
used herein, the term "Underwriter" includes any person substituted for a
Underwriter under this Section 10.

Section 11. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given
if mailed or transmitted by any standard form of telecommunication.
Notices to the Underwriters shall be directed to the Representatives c/o
Merrill Lynch & Co. at Merrill Lynch World Headquarters, North Tower,
World Financial Center, New York, New York 10281-1201 and at 233 S. Wacker
Drive, 55th Floor, Chicago, Illinois 60606, attention of Brad F. England,
Managing Director; notices to the Company shall be directed to it at P.O.
Box 81309, Lincoln, Nebraska 81309, attention of Michael J. Tavlin, Vice
President-Treasurer and Secretary; notices to the Selling Stockholder
shall be directed to it at Three First National Plaza, Suite 2000,
Chicago, Illinois 60602, attention of Charles N. Wheatley, President and
Chief Executive Officer.

Section 12. Parties. This Agreement and the Pricing Agreement
shall each inure to the benefit of and be binding upon the Underwriters,
the Company and the Selling Stockholder and their respective successors.
Nothing expressed or mentioned in this Agreement or the Pricing Agreement
is intended or shall be construed to give any person, firm or corporation,
other than the Underwriters, the Company and the Selling Stockholder and
their respective successors and the controlling persons and officers,
directors and trustees referred to in Sections 6 and 7 and their heirs and
legal representatives, any legal or equitable right, remedy or claim under
or in respect of this Agreement or the Pricing Agreement or any provision
herein or therein contained. This Agreement and the Pricing Agreement and
all conditions and provisions hereof and thereof are intended to be for
the sole and exclusive benefit of the Underwriters, the Company and the
Selling Stockholder and their respective successors, and said controlling
persons and officers, directors and trustees and their heirs and legal
representatives, and for the benefit of no other person, firm or
corporation. No purchaser of any Securities from any Underwriter shall be
deemed to be a successor by reason merely of such purchase.

Section 13. Governing Law and Time. This Agreement and the
Pricing Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be
performed in said State. Except as otherwise set forth herein, specified
times of day refer to New York City time.

If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding
agreement among the Underwriters, the Company and the Selling Stockholder
in accordance with its terms.

Very truly yours,

By:
Name:
Title:

SAHARA ENTERPRISES, INC.,
Selling Stockholder

By:
Name:
Title

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
DAIN BOSWORTH INCORPORATED

By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By:_______________________________________
Name:
Title:

For themselves and as Representatives of the
other Underwriters named in Schedule A
attached to the Purchase Agreement.

<PAGE>
SCHEDULE A

Number of
Initial
Name of Underwriter Securities to be Sold

Merrill Lynch, Pierce, Fenner &
Smith Incorporated . . . . . . . . .
Dain Bosworth Incorporated . . . . . .

Total . . . . . . . . . . . . . . . . . 2,130,000
=========

LINCOLN TELECOMMUNICATIONS COMPANY

BY - LAWS

(As amended through May 1, 1993)

- - -

OFFICES

1. The principal office shall be at 1440 M Street, in the City of
Lincoln, County of Lancaster, State of Nebraska. The registered office
shall be at the same address in said City of Lincoln.

2. The corporation may also establish offices at such other places
as the Board of Directors may from time to time designate or the business
of the corporation may require.

SEAL

3. The corporate seal shall have inscribed thereon the name of the
corporation, and the words "Corporate Seal, Nebraska." Said seal may be
used by causing it or a facsimile thereof to be impressed, affixed or
otherwise reproduced.

STOCKHOLDERS' MEETINGS

4. All meetings of the stockholders for the election of directors
shall be held at the principal office of the corporation in Lincoln,
Nebraska or other location fixed by the Board of Directors and stated in
the notice of the meeting. Special meetings of stockholders for any
purpose may be held at the principal office of the corporation in Lincoln,
Nebraska or other location fixed by the Board of Directors at a date,
place and time stated in the notice of the meeting.

5. An annual meeting of stockholders shall be held on the fourth
(4th) Wednesday of April following the end of each calendar year at a time
set by the Board of Directors, except that the Board of Directors may set
an earlier date or later date in such subsequent calendar year for the
annual meeting, or postpone the annual meeting at any time prior to the
originally scheduled or postponed annual meeting date, subject to
applicable law, with any such earlier, later or postponed date disclosed
promptly by means of a public filing with the Securities and Exchange
Commission or a press release to Dow Jones & Company or any similar
service. At each annual meeting, the stockholders shall elect, by ballot,
successors to the class of directors whose term expires at that annual
meeting and any additional director of any class nominated to fill a
vacancy resulting from an increase in such class determined by the Board
of Directors in an aggregate number fixed by the board pursuant to By-law
(13)(a), and transact such other business as may properly be brought
before the annual meeting.

To be properly brought before an annual meeting, business must be (i)
specified in the notice of the meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (ii) brought before the
meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by a stockholder of record
where the stockholder has complied with the requirements of this By-Law 5.
To bring business before an annual meeting, a stockholder must have given
written notice thereof, either by personal delivery or by United States
certified mail, postage prepaid, to the secretary of the corporation not
less than ninety (90) days in advance of such meeting; provided that if
the annual meeting of stockholders is held earlier than said fourth (4th)
Wednesday of April, such notice must be given within ten (10) days after
the first public disclosure, which may include any public filing with the
Securities and Exchange Commission or a press release to Dow Jones &
Company or any similar service, of the earlier date of the annual meeting.

Any such notice shall set forth the following as to each matter a
stockholder proposes to bring before the annual meeting: (A) a brief
description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting and, if such
business includes a proposal to amend the By-Laws of the corporation, the
language of the proposed amendment; (B) the class and number of shares of
the corporation which are beneficially owned by such stockholder; (C) the
name and address, as they appear on the corporation's records, of the
stockholder proposing such business, or the documents necessary to
constitute the stockholder a stockholder of record of the stock
beneficially owned; (D) a representation that the stock-holder is a holder
of record of stock of the corporation entitled to vote at such meeting,
and intends to appear in person or by proxy at the meeting to propose such
business; (E) any material interest of the stockholder in such business.
In the event the chairman presiding at the annual meeting shall, if the
facts warrant, determine that business was not properly brought before the
meeting and in accordance with the provisions of these By-Laws, he shall
so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.

Notwithstanding the foregoing provisions of this By-Law 5, a
stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this By-Law 5. Any
action at an annual meeting to amend these By-Laws to eliminate or modify
the procedures set forth in this By-Law 5 shall not operate to eliminate
or modify such procedures with respect to any business proposed to be
brought before such annual meeting.

6. The holders of a majority of the common stock issued and
outstanding, present in person, or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided
by statute, by the Articles of Incorporation or by these By-Laws. If,
however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders present in person, or by proxy, shall
have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present. At
such adjourned meeting at which a quorum shall be present any business may
be transacted which might have been transacted at the meeting as
originally notified.

7. At any meeting of the stockholders every stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed
by an instrument in writing by such stockholder or by his duly authorized
attorney-in-fact. Each stockholder shall have one vote for each share of
stock having voting power registered in the stockholder's name on the
books of the corporation. In all elections for directors every
stockholder having the right to vote at such elections shall have the
right to vote in person or by proxy the number of shares owned by him for
as many persons as there are directors to be elected, or (unless no longer
prescribed by the Nebraska Business Corporation Act) to cumulate said
shares and give one candidate as many votes as the number of directors to
be elected multiplied by the number his shares shall equal, or to
distribute them upon the same principle among as many candidates as he
shall think fit. Directors shall be elected in no other manner.

In supplementation of By-Law 44, if the transfer books are not
closed, the Board of Directors may fix in advance a date not exceeding
fifty (50) and not less than fifteen (15) days prior to the date of any
annual meeting of stockholders as the record date for the determination of
stockholders entitled to notice of, and to vote at, such meeting. In the
event of any special meeting of stockholders called by the president/CEO
of the corporation or by the Board of Directors, the Board of Directors
may fix in advance a date not exceeding fifty (50) days and not less than
fifteen (15) days prior to the date of such special meeting as the record
date for the determination of stockholders entitled to notice of, and to
vote at, such meeting. In the event of a special meeting of stockholders
called by a stockholder or stockholders, as provided by By-Law 10, the
Board of Directors may fix in advance a date not more than fifteen (15)
days after the date the secretary of the corporation receives written
notice of a call of a special meeting of stockholders, delivered by the
person or persons entitled to call such a meeting, as the record date for
the determination of stockholders entitled to notice of, or to vote at,
such special meeting. If no record date is fixed by the Board of
Directors, the date on which notice of the annual meeting or special
meeting called by the president/CEO or the board is mailed or the date
fifteen (15) days after the date of receipt by the secretary of notice of
a special meeting of stockholders called by a stockholder or stockholders,
as the case may be, shall be the record date for such determination of
stockholders. In any case, the date of a special meeting of stockholders
shall be a date not more than fifty (50) days and not less than forty-five
(45) days after the record date for such meeting. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made
as provided in this By-Law 7, such determination shall apply to any
adjournment thereof.

8. Written notice of the annual meeting shall be served upon or
mailed to each stockholder entitled to vote thereat at such address as
appears on the stock books of the corporation, at least ten (10) days
prior to the meeting.

9. A complete list of the stockholders entitled to vote at the
ensuing election, arranged in alphabetical order with the address of and
number of shares held by each, shall be prepared by the secretary and
filed in the corporation's principal office at least ten (10) days before
the election, and shall at all times, during the usual hours for business
during such ten (10) day period at the principal office, and during the
whole time of said election at the place of election be open to the
examination of any stockholder.

10. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the
president/CEO or the Board of Directors, or by a stockholder or
stockholders owning not less than twenty-five percent (25%) of the number
of shares of common stock of the corporation issued and outstanding and
entitled to vote at the meeting. Any stockholder or stockholders entitled
to call a special meeting shall do so by delivering written notice to the
secretary of the corporation stating that a special meeting has been
called and certifying to facts establishing that the person or persons
delivering the notice are entitled to call a special meeting. Such
written notice shall state the purpose or purposes of the proposed meeting
and shall state the information required in By-Law 5 as respects the
business proposed to be transacted at the special meeting.

11. Business transacted at all special meetings shall be confined to
the objects stated in the notice of the meeting delivered to the secretary
of the corporation pursuant to By-Law 10 and in the notice of the meeting
sent to stockholders pursuant to By-Law 12.

12. Written notice stating the place, date, time and purpose or
purposes for which the special meeting is called and, in the case of a
special meeting called by a stockholder or stockholders as provided by By-
Law 10 the information that would be required in the notice by the
stockholder to the secretary of the corporation described in By-Law 5,
shall be served upon or mailed to each stockholder entitled to vote at
such special meeting at such address as appears on the stock books of the
corporation not more than fifty (50) days and not less than ten (10) days
before the date of the special meeting. Notwithstanding the foregoing
provisions of this By-Law 12, a stockholder or stockholders calling a
special meeting shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this By-Law 12.

DIRECTORS

13(a). The number of directors which shall constitute the whole
board shall be not less than twelve (12) or more than eighteen (18). The
number of directors to serve during any year shall be fixed by resolution
of the Board of Directors at its last regular meeting during the previous
calendar year, but may also be fixed by resolution of the Board of
Directors or the executive committee at a regular or special meeting of
the board or executive committee held prior to the annual meeting of
stockholders in the year of such annual meeting. In the event of failure
of the board or executive committee to fix the number of directors at such
meetings, the number shall be the same as last fixed by the Board of
Directors. Nominations of directors to be elected may only be made by the
Board of Directors, by any committee of the Board of Directors designated
by the board to make such nominations, or by any stockholder of record
entitled to vote generally in elections of directors where the stockholder
complies with the requirements of this By-Law 13(a). Any stock-holder of
record entitled to vote generally in elections of directors may nominate
one or more persons for election as directors at a meeting of stockholders
only if written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal delivery or
by United States certified mail, postage prepaid, to the secretary of the
corporation (i) with respect to an election to be held at an annual
meeting of stockholders, not less than ninety (90) days in advance of such
meeting; provided that if the annual meeting of stockholders is held
earlier than the fourth (4th) Wednesday of April specified in By-Law 5,
such notice must be given within ten (10) days after the first public
disclosure, which may include any public filing with the Securities and
Exchange Commission or a press release to Dow Jones & Company or any
similar service, of the earlier date of the annual meeting, and (ii) with
respect to an election to be held at a special meeting of stockholders for
the election of directors (including a meeting to remove directors and
fill the vacancies thereby created or to fill vacancies caused by an
increase in the number of directors), not later than the date on which the
stockholder delivers his written notice to the secretary calling such
special stockholders' meeting.

Each such notice of director nominations given to the secretary shall
set forth the following: (A) the class and number of shares of the
corporation which are beneficially owned by the stockholder; (B) the name
and address, as they appear on the corporation's records, of the
stockholder who intends to make the nomination, or the documents necessary
to constitute the stockholder a holder of record of the stock beneficially
owned, and the name and residence address of the person or persons to be
nominated; (C) a representation that the stockholder is a holder of record
of stock of the corporation entitled to vote at such meeting, and intends
to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (D) a description of all arrangements or
understandings between the stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (E) such
other information regarding each nominee proposed by such stockholder as
would be required to be disclosed in solicitations of proxies for election
of directors, or would be otherwise required, pursuant to Schedule 14B
under the Securities Exchange Act of 1934, as amended, including, but not
limited to, any information that would be required to be included in a
proxy statement filed pursuant to Regulation 14A had the nominee been
nominated by the Board of Directors; and (F) the written consent of each
nominee to his or her nomination and willingness to serve as a director of
the corporation if elected.

No person shall be eligible to serve as a director of the corporation
unless nominated in accordance with the procedures set forth in this By-
Law 13. In the event the chairman presiding at the stockholders' meeting
shall, if the facts warrant, determine that a nomination was not made in
accordance with the procedures prescribed by this By-Law 13, he shall so
declare to the meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this By-Law 13, a stockholder
shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder
with respect to the matters set forth in this By-Law 13. Any action at an
annual or special meeting of stockholders to eliminate or modify the
procedures set forth in this By-Law 13 shall not operate to eliminate or
modify such procedures with respect to any proposed nomination at such
annual or special meeting.

13(b). The directors shall be divided into three classes. Each
class shall consist, as nearly as may be possible, of one-third of the
total number of directors constituting the whole Board of Directors. At
each annual meeting of stockholders, successors to the class of directors
whose term expires at that annual meeting shall be elected for a three-
year term. A director shall hold office until the annual meeting in the
year in which the director's term expires and until the director's
successor shall be elected and qualified, subject however, to prior death,
resignation, retirement, disqualification or removal from office.

If the number of directors is changed, any increase or decrease shall
be appropriated among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any additional
director of any class elected to fill a vacancy resulting from an increase
in such class shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease in the number
of directors shorten the term of any director then in office. The
termination of employment other than by retirement of any director who is
an employee of the corporation shall be cause for disqualification from
further board membership unless waived by the board.

14. The directors may hold their meetings and keep the books of the
corporation inside or outside of Nebraska at such places as they may from
time to time determine.

15. If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal from office, or otherwise, a
majority of the remaining directors (or the sole remaining director),
though less than a quorum, shall appoint a successor, who shall hold
office for the unexpired term of the director he or she succeeds. If
there shall be no directors then in office, the stockholders shall be
entitled to fill the vacancies on the Board of Directors.

16. The property and business of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute
or by the articles of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.

COMMITTEES OF DIRECTORS

17. The Board of Directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to
consist of three (3) or more of the directors and shall have such
functions and responsibilities as the board shall prescribe in said
resolution of appointment. Such committee or committees shall have such
name or names as may be determined from time to time by resolution of the
board.

There shall be an executive committee appointed annually by the board
at its first meeting following the annual meeting of the stockholders in
each year, consisting of not less than three (3) nor more than seven (7)
of the directors as fixed by the board's resolution of appointment and
shall include the president/CEO.

The executive committee shall have and may exercise all powers of the
Board of Directors when the Board is not in session. Meetings of the
executive committee may be called by the president/CEO or a member of the
committee upon at least two days' prior oral notice or written notice
delivered personally or by facsimile transmission. At all meetings of the
executive committee a majority of the number of directors as appointed to
the committee by the Board of Directors shall constitute a quorum for the
transaction of business.

18. The committees shall keep regular minutes of their proceedings
and report the same to the Board as required.

COMPENSATION OF DIRECTORS

19. Directors shall receive such compensation for their services as
may be determined by resolution of the Board from time to time and, in
addition, a fixed sum and expenses of attendance, if any, at each regular
or special meeting of the Board; provided that nothing herein contained
shall be construed to preclude any director from serving the corporation
in any other capacity and receiving compensation therefor.

20. Members of special or standing committees may be allowed
compensation for attending committee meetings as determined by the Board.

MEETINGS OF THE BOARD

21. The first meeting of each Board of Directors with newly elected
members shall be held at such place and time either within or without the
State of Nebraska as shall be fixed by the vote of the stockholders at the
annual meeting, and no notice of such meeting shall be necessary to the
members of the board in order to legally constitute the meeting; provided
a majority of the whole board shall be present; or they may meet at such
place and time as shall be fixed by the consent in writing of all the
directors.

22. Regular meetings of the Board of Directors may be held without
notice at such time and place either within or without the State of
Nebraska as shall from time to time be determined by the Board.

23. Special meetings of the Board of Directors may be called by the
president/CEO on three (3) days' notice to each director by mail or forty-
eight (48) hours' notice by personal delivery of written notice, by
telegram or by facsimile transmission; special meetings shall be called by
the president/CEO or secretary in like manner and on like notice on the
written request of two directors. In all cases, notice shall be addressed
or otherwise delivered to the director at the director's last known
address.

24. At all meetings of the Board attendance of a majority of
directors in number shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically
provided by statute or by the Articles of Incorporation or by these By-
laws.

OFFICERS

25. The officers of the corporation shall be elected by the
directors and shall be a president and chief executive officer (a/k/a
president/CEO), one or more vice presidents, a secretary, a treasurer and
a controller. The Board of Directors may also elect a chairman of the
board, one or more presidents of operating divisions, an executive vice
president or executive vice presidents, a chief financial officer,
assistant secretaries, assistant treasurers and such other officers as it
shall determine. Any two of the aforesaid offices, except those of
president/CEO or division president and vice president, may be held by the
same person.

26. The Board of Directors, at its first meeting after each annual
meeting of stockholders, shall elect a president/CEO, one or more vice
presidents, a secretary, a treasurer, and a controller, and may also elect
a chairman of the board and such other officers that it shall determine as
are provided for in By-law 25, none of whom need to be a member of the
board except for the president/CEO and the chairman and all of whom shall
hold their offices for such terms and shall exercise such powers and
perform such duties as are prescribed in these By-laws and as shall be
determined from time to time by the Board of Directors.

27. The Board may appoint such other officers and agents as it
shall deem necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as are prescribed in
these By-laws and as shall be determined from time to time by the board.

28. The compensation, if any, of all officers and agents of the
corporation shall be fixed by the Board of Directors.

29. The officers of the corporation shall hold office until their
successors are elected and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed and his employment
terminated at any time by the affirmative vote of a majority of the whole
Board of Directors, and any officer may be removed and his employment
terminated at any time by the president/CEO. If the office of any officer
becomes vacant for any reason, the vacancy shall be filled by the Board of
Directors.

PRESIDENT AND CHIEF EXECUTIVE OFFICER

30. The president and chief executive officer (a/k/a president/CEO)
shall be the chief executive officer of the corporation. He shall be a
member of the executive committee and ex officio a member of all other
committees of the board; he shall have responsibility for the general and
active management of the business and affairs of the corporation, and
shall see that all orders and resolutions of the board are carried into
effect.

31. He shall execute conveyances of land, bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except
where required by law to be otherwise signed and executed and except where
the signing and execution thereof shall be delegated by the Board of
Directors to some other officer or agent of the corporation.

CHAIRMAN OF THE BOARD

32. The Board of Directors may elect a chairman of the board. He
shall preside at all meetings of the Board of Directors and stockholders
and shall have such other duties and responsibilities in respect to the
operations of the corporation as the board and the president/CEO may from
time to time prescribe.

DIVISION PRESIDENTS

33. The Board of Directors may elect one or more presidents of
operating divisions of the corporation. Each such president shall be the
chief operating officer of his division of the operations and business of
the corporation and in such office shall have such duties and authority as
would normally inhere to such office and as may be prescribed from time to
time by the board and the president/CEO.

EXECUTIVE VICE PRESIDENT

34. An executive vice president, when elected, shall in the absence
or disability of the president/CEO perform the duties and exercise the
powers of the president/CEO and shall perform such other duties as the
Board of Directors and the president/CEO may from time to time prescribe.

VICE PRESIDENTS

35. The vice presidents in the order of their length of service
shall in the absence or disability of the president/CEO or any previously-
elected and serving executive vice president, perform the duties and
exercise the powers of the president/CEO and shall perform such other
duties as the Board of Directors, and the president/CEO may from time to
time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

36. The secretary shall attend all meetings of the board and all
meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like
duties for the committees of the board when required. He shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as
may be prescribed from time to time by the Board of Directors and the
president/CEO, under whose supervision he shall be. He shall keep in safe
custody the seal of the corporation and, when authorized by the board,
affix the same to any instrument requiring it, and, when so affixed, it
shall be attested by his signature or by the signature of the treasurer or
an assistant secretary.

37. The assistant secretaries in order of their length of service
shall, in the absence or disability of the secretary, perform the duties
and exercise the powers of the secretary and shall perform such other
duties as the Board of Directors, the president/CEO or the secretary may
from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

38. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of
Directors.

39. He shall disburse the funds of the corporation as may be ordered
by the board, taking proper vouchers for such disbursements, and shall
render to the president/CEO and directors, at the regular meetings of the
board, or whenever they may require it, an account of all his transactions
as treasurer.

40. If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall
be satisfactory to the board for the faithful performance of the duties of
his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.

41. The assistant treasurers in the order of their length of service
shall, in the absence or disability of the treasurer, perform the duties
and exercise the powers of the treasurer and shall perform such other
duties as the Board of Directors, the president/CEO or the treasurer may
from time to time prescribe.

THE CONTROLLER

42. The controller shall be the chief accounting officer of the
corporation and have full responsibility and control of the accounting
department, which department shall include all accounting functions
carried on in all of the corporation's offices, plants, branches and
subsidiaries. As such he shall, subject to the approval of the Board of
Directors, establish accounting policies. He shall standardize and
coordinate accounting practices, supervise all accounting records and the
preparation of all financial statements and tax returns. The controller
shall also direct the internal auditing of the corporation and keep the
Audit Committee of the Board of Directors and the president/CEO informed
as to occurrences and procedures that may need their attention. He shall
have such other powers and duties as, from time to time, may be prescribed
by the Board of Directors and the president/CEO.

CERTIFICATES OF STOCK

43. The certificates of stock of the corporation shall be numbered
and shall be entered in the books of the corporation or the transfer agent
and registrar of the corporation as they are issued. They shall exhibit
the holder's name and number of shares held and shall be signed by the
president/CEO, the chairman of the board, an executive vice president, or
a vice president and the treasurer or an assistant treasurer and the
secretary or an assistant secretary, and the seal of the corporation shall
be affixed thereto; provided, however, that when any such certificate is
countersigned by the secretary or an assistant secretary of the
corporation, the signatures of the president/CEO, the chairman of the
board, an executive vice president, or a vice president and the treasurer
or an assistant treasurer and the seal of the corporation, may be
facsimiles engraved, lithographed, stamped or printed.

If any officer who has signed or whose facsimile signature has been
used on any such certificate shall cease to be such officer of the
corporation, whether because of death, resignation or otherwise, before
such certificate has been delivered by the corporation, such certificate
when countersigned by the secretary or an assistant secretary of the
corporation, shall nevertheless be as effective in all respects as though
the person who signed such certificate or whose facsimile signature shall
have been used thereon had not ceased to be an officer of the corporation.

TRANSFERS OF STOCK

44. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its
books.

CLOSING OF TRANSFER BOOKS

45. The Board of Directors shall have power to close the stock
transfer books of the corporation for a period not exceeding fifty (50)
days preceding the date of any meeting of stockholders or the date for
payment of any dividend or the date for the allotment of rights or the
date when any change or conversion or exchange of capital stock shall go
into effect or in connection with obtaining the consent of stockholders
for any purpose; provided, however, that in lieu of closing the stock
transfer books as aforesaid, the Board of Directors may fix in advance a
date, not exceeding fifty (50) days preceding the date of any meeting of
stockholders or the date for the payment of any dividend, or the date for
the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection
with obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and
any adjournment thereof, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to
give such consent. If no record date is fixed by the Board of Directors,
the date on which notice of any meeting of stockholders is mailed (except
as provided in By-Law 7 as respects any special meeting of stockholders
called by a stockholder or stockholders) seeking stockholder approval of
any allotment of rights, any change or conversion or exchange of capital
stock or other action requiring stockholder consent, or the date on which
a resolution of the Board of Directors declaring such dividend is adopted,
shall be the record date for such determination of stockholders.

In any of such cases, only such stockholders as shall be stockholders
of record on the date so fixed or determined shall be entitled to notice
of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed or determined as aforesaid.

REGISTERED STOCKHOLDERS

46. The corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise
provided by the laws of Nebraska.

LOST CERTIFICATES

47. The Board of Directors may direct a new certificate or
certificates be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person
claiming the earlier issued certificate to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the same in
such manner as it shall require and give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.

CHECKS

48. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

FISCAL YEAR

49. The fiscal year shall be the calendar year unless otherwise
determined by the Board of Directors.

DIVIDENDS

50. Dividends upon the capital stock of the corporation, subject to
the provisions of the Articles of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to
law. Dividends may be paid in cash, in property, or in shares of capital
stock.

51. Before payment of any dividend there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors may from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think
conducive to the interests of the corporation, and the directors may
abolish any such reserve in the manner in which it was created.

NOTICES

52. Whenever under the provisions of these By-laws notice is
required to be given to any director or stockholder, it shall not be
construed to require personal notice unless otherwise expressly required
in these By-laws, but such notice may be given in writing, by mail, by
depositing the same in the post office or letter box, in a postpaid sealed
wrapper, addressed to such director or stockholder at such address as
appears on the books of the corporation, or in default of such address, to
such director or stockholder at the General Post Office in the City of
Lincoln, Nebraska, and such notice shall be deemed to be given at the time
when the same be thus mailed.

53. Whenever any notice whatever is required to be given under the
provisions of the Nebraska Business Corporation Act or under the
provisions of the Articles of Incorporation or these By-laws, a waiver
thereof in writing signed by the person or persons entitled to such
notice, whether before or after the date the notice is required shall be
deemed equivalent to the giving of such notice.

AMENDMENTS

54. These By-laws may be altered, amended or repealed at any
regular meeting of the stockholders or at any special meeting of the
stockholders at which a quorum is present or represented, provided notice
of the proposed alteration, amendment or repeal be contained in the notice
of such special meeting, by the affirmative vote of a majority of the
stock entitled to vote at such meeting and present or represented thereat,
or by the affirmative vote of a majority of the Board of Directors at any
regular meeting of the Board or at any special meeting of the Board if
notice of the proposed alteration, amendment or repeal be contained in the
notice of such special meeting; provided, however, that no change of the
time or place for the election of directors shall be made within sixty
(60) days next before the day on which such election is to be held, and
that in case of any change of such time or place, notice thereof shall be
given to each stockholder in person or by letter mailed to his last known
post office address at least twenty (20) days before the election is held.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

55. (a) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in the right
of the corporation, by reason of the fact that he or she is or was a
director or officer of the corporation or is or was serving at the request
(whether formal or informal) of the corporation as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise against
expenses, including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection
with such action, suit or proceeding if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.

(b) The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he or she is or was a
director or officer of the corporation or is or was serving at the request
(whether formal or informal) of the corporation as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise against
expenses, including attorney's fees, actually and reasonably incurred by
him or her in connection with the defense or settlement of such action or
suit if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty
to the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that
despite the adjudication of liability but in view of all circumstances of
the case, such person is fairly and reasonably entitled to indemnity for
such expenses which such court shall deem proper.

(c) To the extent that a director or officer of the corporation has
been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in paragraphs (a) and (b) of this By-law 55 or
in defense of any claim, issue or matter therein, he or she shall be
indemnified by the corporation, within ten (10) days of the corporation's
receipt of his or her written request therefor, against expenses,
including attorney's fees, actually and reasonably incurred by him or her
in connection therewith.

(d) Any indemnification under paragraphs (a) and (b) of this By-law
55, unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director or officer is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in paragraphs (a)
and (b) of this By-law 55. Such determination shall be made, within
thirty (30) days of the corporation's receipt of the director's or
officer's request for indemnification hereunder, by the board of directors
by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or, if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion or by the
stockholders. Payment of indemnification, if any, to a director or
officer shall be made by the corporation within ten (10) days after the
determination set forth in the preceding sentence.

(e) Expenses incurred in defending a civil or criminal action, suit
or proceeding shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in paragraph (d) of this By-law 55 within ten (10) days after the
corporation's receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he
or she is not entitled to be indemnified by the corporation as authorized
in this By-law 55.

(f) For purposes of this By-law 55, (i) the corporation shall be
deemed to have requested a director or officer to serve an employee
benefit plan when the performance by him or her of his or her duties to
the corporation also imposes duties on, or otherwise involves services by,
him or her to the plan or participants or beneficiaries of the plan; (ii)
the excise taxes assessed on a director or officer with respect to an
employee benefit plan pursuant to applicable law shall be deemed fines;
and (iii) action taken or omitted by a director or officer with respect to
an employee benefit plan in the performance of his or her duties for a
purpose reasonably believed by him or her to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the corporation.

(g) This By-law 55 shall be deemed to be a contract between the
corporation and each of its directors and officers and any repeal or other
limitation of this By-law 55 shall not limit any rights to indemnification
or the advance of expenses then existing or arising out of events, acts or
omissions occurring prior to such repeal or limitation, including, without
limitation, the right to indemnification or advance of expenses for
proceedings commenced after such repeal or limitation to enforce this By-
law 55 with regard to acts, omissions or events arising prior to such
repeal or limitation. The rights of a director or officer granted under
this By-law 55 shall not be deemed exclusive of any other rights to
indemnification or advance of expenses which the director or officer may
be entitled to under any written agreement, board of directors'
resolution, vote of stockholders or otherwise.

(h) The terms and provisions of this By-law 55 shall continue as to
each director and officer of the corporation subsequent to the date on
which they are no longer such a director or officer and such terms and
provisions shall inure to the benefit of the heirs, estate, personal
representatives, executors and administrators of each director and officer
and the successors and assigns of the corporation, including, without
limitation, any successor to the corporation by way of merger,
consolidation and/or sale or disposition of all or substantially all of
the assets or capital stock of the corporation.

(i) In order for the corporation to obtain and retain qualified
directors and officers, the foregoing provisions of this By-law 55 shall
be liberally construed and administered in order to afford maximum
indemnification of directors and officers and, accordingly, the
indemnification rights provided for above shall be granted in all cases
unless to do so would clearly contravene applicable law, controlling
precedent or public policy. If any provision of this By-law 55 shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this By-law 55 contravene public
policy, this By-law 55 shall be construed so that the remaining provisions
shall not be affected, but shall remain in full force and effect, and any
such provisions which are invalid or inoperative or which contravene
public policy shall be deemed, without further action or deed by or on
behalf of the corporation, to be modified, amended or limited, but only to
the extent necessary to render the same valid and enforceable.

AMENDMENT TO RIGHTS AGREEMENT

AMENDMENT, dated as of June 15, 1993, among Lincoln
Telecommunications Company, a Nebraska corporation (the "Company"), Harris
Trust and Savings Bank ("Harris"), and Mellon Securities Trust Company
("Mellon"), to the Rights Agreement, dated as of June 21, 1989, as
heretofore amended, between the Company and Harris (the "Rights
Agreement").

WHEREAS, the Company and Harris have heretofore executed and
entered into the Rights Agreement. Pursuant to Section 27 of the Rights
Agreement, the Company may, and Harris shall, if the Company so directs,
from time to time supplement or amend any provision of the Rights
Agreement in accordance with the provisions of Section 27 thereof. All
acts and things necessary to make this Amendment a valid agreement
according to its terms have been done and performed and the execution and
delivery of this Amendment by the Company, Harris and Mellon have been in
all respects duly authorized by the Company, Harris and Mellon.

NOW, THEREFORE, in consideration of the foregoing and the
premises and mutual agreements set forth in the Rights Agreement and this
Amendment, the Company, Harris and Mellon hereby agree as follows:

1. Notwithstanding Section 2 and Section 21 of the Rights
Agreement, effective as of June 15, 1993, (i) the Company hereby appoints
Mellon to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 of the Rights Agreement, shall prior to the
Distribution Date also be the holders of the Common Shares of the Company)
in accordance with the terms and conditions of the Rights Agreement; (ii)
Mellon hereby accepts such appointment; (iii) Harris acknowledges Mellon
as successor to Harris as Rights Agent under the Rights Agreement; and
(iv) the Company acknowledges that Harris shall have no further rights or
obligations as Rights Agent under the Rights Agreement.

2. Effective as of June 15, 1993, any references to the Rights
Agent in the Rights Agreement shall be deemed to refer to Mellon, and
Mellon shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent
without further act or deed.

3. Effective as of June 15, 1993, Section 26 of the Rights
Agreement is hereby amended by striking the address for notices to Harris
and inserting in its place the following address:

Mellon Securities Trust Company
85 Challenger Road
Overpeck Centre
Ridgefield Park, New Jersey 07660

4. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but such counterparts
shall together constitute but one and the same instrument. Terms not
defined herein shall, unless the context otherwise requires, have the
meanings assigned to such terms in the Rights Agreement.

5. If any provision of this Amendment is held by a court of
competent jurisdiction or any other authority to be invalid, void or
unenforceable, the remainder of the provisions of this Amendment and the
Rights Agreement shall remain in full force and effect and shall not be
affected, impaired or invalidated thereby, and the provisions of the
Rights Agreement amended by the provisions of this Amendment which were so
held to be invalid, void or unenforceable shall, without further deed or
action be reinstated as part of the Rights Agreement and shall be in full
force and effect as if such invalidated, voided or unenforceable
provisions had never been effected by this Amendment.

6. Except as expressly set forth in this Amendment, the Rights
Agreement shall remain in full force and effect and shall otherwise be
unaffected hereby.

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the date and year
first above written.

LINCOLN TELECOMMUNICATIONS COMPANY
Attest:

By: MICHAEL J. TAVLIN By: FRANK H. HILSABECK
Title: Secretary Title: President and Chief Executive
Officer

HARRIS TRUST AND SAVINGS BANK
Attest:

By: KEN PENN By: DONALD W. KOSLOW
Title: Assistant Secretary Title: Vice President

MELLON SECURITIES TRUST COMPANY
Attest:

By: ROBERT M. CARNEY, JR. By: PAUL BUCHMAUM
Title: Vice President Title: Senior Vice President

ACCOUNTANTS' CONSENT

The Board of Directors
Lincoln Telecommunications Company:

We consent to the incorporation by reference in the registration statement
on Form S-3 of Lincoln Telecommunications Company of our report, dated
February 5, 1993, relating to the consolidated balance sheets of Lincoln
Telecommunications Company and subsidiaries as of December 31, 1992 and
1991, and related consolidated statements of earnings, common stock
investment and preferred stock and cash flows and relating to the
schedules to Form 10-K for each of the years in the three-year period
ended December 31, 1992, which reports appear in the December 31, 1992
annual report on Form 10-K of Lincoln Telecommunications Company.

We also consent to the reference to our Firm under the heading "Experts"
in the registration statement.

KPMG PEAT MARWICK

February 1, 1994
Lincoln, Nebraska