FRONTEER DIRECTORY COMPANY INC
10-C, 1996-04-02
MISCELLANEOUS PUBLISHING
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-C

                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

                  Filed pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder

                        Fronteer Directory Company, Inc.
- -------------------------------------------------------------------------------
                 (Exact name of issuer as specified in charter)

              216 North 23rd Street, Bismarck, North Dakota 58501
- -------------------------------------------------------------------------------
                    (Address of principal executive office)

Issuer's telephone number, including area code:   (701) 258-4970

I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate  any change  (increase or decrease) of 5% or more in the number of
shares outstanding:

         1.       Title of security:    $0.01 par value common stock

         2.       Number of shares outstanding before the change:  12,558,061

         3.       Number of shares outstanding after the change:   14,062,561

         4.       Effective date of change:   March 29, 1996

         5.       Method change:
                    Specify  method  (such  as  merger,  acquisition,  exchange,
               distribution,  stock split,  reverse split,  acquisition of stock
               for treasury, etc.)

               Issuance of shares pursuant to a private placement.

         Give brief description of transaction:

               Issuer is presently conducting a private offering of 6,000,000
               shares of common stock and 6,000,000 Class A warrants.  
               Effective March 29, 1996, subscribers purchased a total of 
               1,504,500 shares of common stock in the offering.

II. CHANGE IN NAME OF ISSUER

         1.       Name prior to change:  N/A

         2.       Name after change:  N/A

         3.       Effective date of charter amendment changing name:  N/A

         4.       Date of shareholder approval of change, if required: N/A

Date:     April 2, 1996
                                             FRONTEER DIRECTORY COMPANY, INC.

                                             /s/ R.A. Fitzner, Jr.
                                          By:------------------------------
                                             R.A. Fitzner, Jr.
                                             Chairman of the Board 
                                             (Officer's signature and title)

    

    


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