<PAGE>



As filed with the Securities and Exchange Commission on July 1, 1994

                                              Registration No. 33-_______

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

                                Form S-8
                         REGISTRATION STATEMENT
                                  Under
                       THE SECURITIES ACT OF 1933
                             _______________


                          PACIFIC TELECOM, INC.
         (Exact name of registrant as specified in its charter)

                             _______________

                WASHINGTON                       91-0644974
       (State or other jurisdiction             (IRS Employer
     of incorporation or organization)       Identification No.)

               805 Broadway
               P.O. Box 9901
     Vancouver, Washington 98668-9901               97232
           (Address of Principal                 (Zip Code)
            Executive Offices)

                             _______________

                          Pacific Telecom, Inc.
                        Long-Term Incentive Plan
                            1994 Restatement
                          (Full title of plan)

                             Donn T. Wonnell
                 Vice President and Corporate Secretary
                          Pacific Telecom, Inc.
                              805 Broadway
                    Vancouver, Washington 98668-9901
                 (Name and address of agent for service)

             Telephone number, including area code, of agent
                      for service:  (206) 696-0983

                                Copy to:

                           John M. Schweitzer
                     Stoel Rives Boley Jones & Grey
                      700 NE Multnomah, Suite 1600
                         Portland, Oregon 97232<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
                                      Proposed      Proposed         
                                       Maximum       Maximum      Amount
                         Amount       Offering      Aggregate       of
 Title of Securities      to Be       Price Per     Offering   Registration
  to Be Registered     Registered     Share(1)      Price(1)        Fee
- ---------------------------------------------------------------------------
   <S>              <C>                <C>       <C>             <C>
   Common Stock(2)  187,812 Shares     $21.875   $4,108,387.50
   Common Stock(3)   12,188 Shares     $21.875   $  266,612.50
                                                 $4,375,000.00   $1,508.63
                                                  ============    ========  
- ---------------------------------------------------------------------------
<FN>
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933.  The
     calculation of the registration fee is based on $21.875, which was
     the average of the high and low prices of the Common Stock on June 29,
     1994, as reported in The Wall Street Journal for NASDAQ National
     Market System securities.

(2)  These are shares to be granted to officers of the Company pursuant to
     the Pacific Telecom, Inc. Long-Term Incentive Plan 1994 Restatement.

(3)  These shares represent 12,188 unregistered shares previously granted
     to executive officers of the Company and one of its subsidiaries. 
     These unregistered shares are included in this Registration Statement
     pursuant to General Instruction C of Form S-8.  A separate prospectus
     prepared in accordance with the requirements of Form S-3 for use in
     connection with the offer and sale of these shares is included in the
     Registration Statement. 
</TABLE>
- -------------------------------------------------------------------------
<PAGE>
<PAGE>
PROSPECTUS 

                     PACIFIC TELECOM, INC.

                 12,188 Shares of Common Stock


          The Common Stock of Pacific Telecom, Inc. ("the
Company") offered hereby (the "Shares") may be sold by certain
shareholders of the Company (the "Selling Shareholders").  The
Company will not receive any of the proceeds from the offering.

          The Shares may be offered or sold from time to time
by the Selling Shareholders at market prices then prevailing,
in negotiated transactions or otherwise.  Brokers or dealers
will receive commissions or discounts from Selling Shareholders
in amounts to be negotiated immediately prior to the sale.  See
"PLAN OF DISTRIBUTION."

          The Common Stock of the Company is traded over-the-
counter in the NASDAQ National Market System.  On June 29,
1994, the closing price for the Common Stock as reported in The
Wall Street Journal was $21.75 per share.

                        _______________

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 COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                        _______________

          No person has been authorized to give any information
or to make any representations in connection with this offering
other than those contained in this Prospectus.  This Prospectus
does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made.

                        _______________

          Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the respective dates as to which information has
been given herein.
                        _______________

          The date of this Prospectus is June 30, 1994.
<PAGE>
<PAGE>ii
                         THE COMPANY

          Pacific Telecom, Inc. (the "Company"), a Washington
corporation organized in 1955, is headquartered in Vancouver,
Washington.  The Company's common stock is traded on the NASDAQ
National Market System under the symbol PTCM.  The Company,
through its subsidiaries, provides local telephone service and
access to the long distance network in Alaska, seven other
western states and three midwestern states, provides intrastate
and interstate long distance communication services in Alaska,
provides cellular mobile telephone services, and is engaged in
sales of capacity in and operation of an undersea fiber optic
cable between the United States and Japan.  The address of the
principal executive offices of the Company is 805 Broadway, PO
Box 9901, Vancouver, Washington  98668-9901.  The Company's
telephone number is (206) 696-0983.

                     AVAILABLE INFORMATION

          The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
("Exchange Act") and in accordance therewith files, reports,
proxy statements and other information with the Securities and
Exchange Commission (the "SEC").  Such reports, proxy
statements, and other information concerning the Company may be
inspected and copied at the offices of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the
following regional offices:  7 World Trade Center, 13th Floor,
New York, New York 10007; and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60604.

          This Prospectus does not contain all the information
set forth in the Registration Statement on Form S-8 (herein,
together with all amendments and exhibits thereto, referred to
as the "Registration Statement"), which the Company has filed
with the Commission under the Securities Act of 1933 (the
"Securities Act").  Statements contained or incorporated by
reference herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the Registration
Statement.

        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents filed with the Commission are
incorporated in this Prospectus by reference:

          1.   The Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1993 (as amended
               by Form 10-K/A dated June 14, 1994)

<PAGE>
<PAGE>iii
          2.   The Company's Quarterly Report on Form 10-Q for
               the quarter ended March 31, 1994;

          3.   The Company's Current Report on Form 8-K dated
               May 24, 1994;

          4.   The description of the Common Stock contained in
               the Company's registration under Section 12 of
               the Exchange Act, including any amendment or
               report updating such description.

          All documents filed by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of this offering
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 (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated
Documents"; provided, however, that all documents filed by the
Company pursuant to Section 13 or 14 of the Exchange Act in
each year during which the offering made by this Prospectus is
in effect prior to the filing with the SEC of the Company's
Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this
Prospectus or be a part hereof from and after such filing of
such Annual Report on Form 10-K).   

          Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Prospectus.   

          The Company hereby undertakes to provide without
charge to each person to whom a copy of this Prospectus has
been delivered, on the written or oral request of any such
person, a copy of any or all of the Incorporated Documents,
other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference therein.  Requests
should be directed to Brian M. Wirkkala, Vice President and
Treasurer, 805 Broadway, P.O. Box 9901, Vancouver, Washington
98668-9901, telephone number (206) 696-0983.  The information
relating to the Company contained in this Prospectus does not
purport to be comprehensive and should be read together with
the information contained in the Incorporated Documents.

          No person has been authorized to give any information
or to make any representation not contained in this Prospectus

<PAGE>iv
or in any Prospectus Supplement, and, if given or made, such
information or representation must not be relied upon as having
been authorized.  This Prospectus and any Prospectus Supplement
do not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby or thereby in
any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction.   

          Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company or its subsidiaries since the date of this Prospectus.

                     SELLING SHAREHOLDERS

          The Selling Shareholders are all current executive
officers of the Company or its subsidiaries who acquired the
Shares offered hereby pursuant to the 1994 Restatement of the
Company's Long-Term Incentive Plan (the "Restated Plan").  The
following table sets forth certain information provided to the
Company by the Selling Shareholders.

<TABLE>
<CAPTION>
                          Shares of Common
                         Stock beneficially      Common Stock
Name of Selling             owned as of         offered by this
  Shareholder              June 9, 1994(1)        Prospectus  
- ---------------          ------------------     -------------
<S>                           <C>                    <C>
Charles E. Robinson,          69,649                 3,563
Chairman, President and
Chief Executive Officer

James H. Huesgen,             21,902                 2,250
Executive Vice President
and Chief Financial 
Officer

Donn T. Wonnell, Vice          6,210                 1,800
President and Corporate
Secretary

Brian M. Wirkkala, Vice       20,964                   750
President and Treasurer

Wesley E. Carson, Vice         3,676                   900
President, Human
Resources

<PAGE>
<PAGE>v
Donald A. Bloodworth,          3,871                     900
Vice President, Revenue
Requirements, and Controller

John Ayers, Executive Vice     7,884                   2,025
President and General 
Manager of Alascom, Inc.

____________________
<FN>
(1)  Does not include shares of Common Stock allocated to the
     accounts of participants in the PacifiCorp K Plus Employee
     Savings and Stock Ownership Plan during the period since
     March 31, 1994.
</TABLE>

                            EXPERTS

          The consolidated financial statements and the related
financial statement schedules incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 (as amended by Form
10-K/A dated June 14, 1994) have been audited by Deloitte &
Touche, independent auditors, as stated in their reports (their
report on the financial statements expresses an unqualified
opinion and includes an explanatory paragraph relating to a
change in method of accounting for other postretirement
benefits and income taxes in the year ended December 31, 1993),
which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.


                     PLAN OF DISTRIBUTION

          The Shares may be sold from time to time by the
Selling Shareholders, or by pledgees, donees, transferees or
other successors in interest.  Such sales may be made in the
over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market
price, or in negotiated transactions.  The Shares may be sold
by one or more of the following methods:  (a) block trades in
which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal, in a market maker capacity
or otherwise, and resale by such broker or dealer for its
account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits
purchasers.  In effecting sales, brokers or dealers engaged by
the Selling Shareholders may arrange for other brokers or
<PAGE>
<PAGE>vi
dealers to participate.  Brokers or dealers will receive
commissions or discounts from the Selling Shareholders in
amounts to be negotiated immediately prior to the sale.  The
Selling Shareholders, such brokers or dealers, and any other
participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in
connection with such sales.  In addition, any securities
covered by this Prospectus which qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus.

          Upon the Company being notified by a Selling
Shareholder that any material arrangement has been entered into
with a broker or dealer for the sale of Shares through a block
trade or any other purchase by a broker or dealer as principal,
other than a purchase as a market maker in an ordinary trading
transaction, a supplemented prospectus will be filed, if
required, pursuant to Rule 424 under the Act, disclosing
(i) the name of such Selling Shareholder and of the
participating brokers or dealers, (ii) the number of Shares
involved, (iii) the price at which such Shares will be sold,
(iv) the commission paid or discounts or concessions allowed to
such brokers or dealers, where applicable, (v) that such
brokers or dealers did not conduct any investigation to verify
the information set out or incorporated by reference in this
Prospectus, and (vi) other facts material to the transaction.
<PAGE>
<PAGE>II-i
                           PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents By Reference.
          ---------------------------------------

          The following documents filed by Pacific Telecom,
Inc. (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference:

          (a)  The Company's latest annual report filed
     pursuant to Section 13(a) or 15(d) of the Securities
     Exchange Act of 1934 or the latest prospectus filed
     pursuant to Rule 424(b) under the Securities Act of 1933
     that contains audited financial statements for the
     Company's latest fiscal year for which such statements
     have been filed.

          (b)  All other reports filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934
     since the end of the fiscal year covered by the annual
     report or prospectus referred to in (a) above.

          (c)  The description of the common stock of the
     Company contained in the Company's registration under
     Section 12 of the Securities Exchange Act of 1934,
     including any amendment or report updating such
     description.

          All reports and other documents subsequently filed by
the Company pursuant to sections 13(a) and (c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.

Item 4.   Description of Securities.
          -------------------------

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Not applicable.

<PAGE>
<PAGE>II-ii
Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          The Company's Restated Bylaws ("Restated Bylaws"),
require the Company to indemnify directors and officers to the
fullest extent not prohibited by law.  The right to and amount
of indemnification will be ultimately subject to determination
by a court that indemnification in the circumstances presented
is consistent with public policy considerations and other
provisions of law.  It is likely, however, that the Restated
Articles would require indemnification at least to the extent
that indemnification is authorized by the Washington Business
Corporation Act ("WBCA").  The effect of the WBCA is summarized
as follows: 

          (a)  The WBCA permits the Company to grant a right of
indemnification in respect of any pending, threatened or
completed action, suit or proceeding, other than an action by
or in the right of the Company, against expenses (including
attorneys' fees), judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred, provided the
person concerned acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the
conduct was unlawful.  Indemnification is not permitted in
connection with a proceeding in which a person is adjudged
liable on the basis that personal benefit was improperly
received unless indemnification is permitted by a court upon a
finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. 
The termination of a proceeding by judgment, order, settlement,
conviction or plea of nolo contendere or its equivalent is not,
of itself, determinative that the person did not meet the
prescribed standard of conduct.  

          (b)  The WBCA permits the Company to grant a right of
indemnification in respect of any proceeding by or in the right
of the Company against the reasonable expenses (including
attorneys' fees) incurred, if the person concerned 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 Company, except
that no indemnification may be granted if such person is
adjudged to be liable to the Company unless permitted by a
court.  

          (c)  Under the WBCA, the Company may not indemnify a
person in respect of a proceeding described in (a) or (b) above
unless it is determined that indemnification is permissible
because the person has met the prescribed standard of conduct
by any one of the following: (i) the Board of Directors, by a
majority vote of a quorum consisting of directors not at the
<PAGE>
<PAGE>II-iii
time parties to the proceeding, (ii) if a quorum of directors
not parties to the proceeding cannot be obtained, by a majority
vote of a committee of two or more directors not at the time
parties to the proceeding, (iii) by special legal counsel
selected by the Board of Directors or the committee thereof, as
described in (i) and (ii) above, or (iv) by the shareholders,
but shares owned by or voted under the control of directors who
are at the time parties to the proceeding may not be voted on
the determination.  Authorization of the indemnification and
evaluation as to the reasonableness of expenses are to be
determined as specified in any one of (i) through (iv) above,
except that if the determination of such indemnification's
permissibility is made by special counsel then the
determination of the reasonableness of such expenses is to be
made by those entitled to select special counsel.
Indemnification can also be ordered by a court if the court
determines that indemnification is fair in view of all of the
relevant circumstances.  Notwithstanding the foregoing, every
person who has been wholly successful, on the merits or
otherwise, in defense of a proceeding described in (a) or (b)
above is entitled to be indemnified as a matter of right
against reasonable expenses incurred in connection with the
proceeding.  

          (d)  Under the WBCA, the Company may pay for or
reimburse the reasonable expenses incurred in defending a
proceeding in advance of the final disposition thereof if the
director or officer receiving the advance furnishes (i) a
written affirmation of the director's or officer's good faith
belief that he or she has met the prescribed standard of
conduct, and (ii) a written undertaking to repay the advance if
it is ultimately determined that such person did not meet the
standard of conduct. 

          The rights of indemnification described above are not
exclusive of any other rights of indemnification to which
officers or directors may be entitled under any statute,
agreement, vote of shareholders, action of directors, or
otherwise.  

          The Company has directors' and officers' liability
insurance coverage which insures officers and directors of the
Company against certain liabilities.  

Item 7.   Exemption From Registration Claimed.
          -----------------------------------

          This Registration Statement includes the registration
for resale of 12,188 shares of Common Stock previously granted
to executive officers of the Company and its subsidiaries under
the 1994 Restatement of the Company's Long-Term Incentive Plan
("Restated Plan").  The shares of Common Stock previously
<PAGE>
<PAGE>II-iv
granted pursuant to the Restated Plan were issued in reliance
on the exemptions provided by Section 4(2) and 4(6) of the
Securities Act of 1933.  The recipients of the grants were all
executive officers of the Company or were otherwise accredited
investors under Rule 501(a)(4).

Item 8.   Exhibits.
          --------

          (4)(a)    Restated Articles of Incorporation of the
                    Company, as amended.  Incorporated by
                    reference to Exhibit 3A to the Company's
                    Quarterly Report on Form 10-Q for the
                    quarter ended June 30, 1990, File
                    No. 0-873.

          (4)(b)    Bylaws of the Company, as amended and
                    restated effective April 30, 1993. 
                    Incorporated by reference to Exhibit 3B to
                    the Company's Annual Report on Form 10-K
                    for the fiscal year ended December 31,
                    1993, File No. 0-873.

          (23)      Consent of Deloitte & Touche.

          (24)      Powers of Attorney.

Item 9.   Undertakings.
          ------------

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     registration statement:

               (i)  To include any prospectus required by
          section 10(a)(3) of the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent
          post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change
          in the information set forth in the registration
          statement;

             (iii)  To include any material information with
          respect to the plan of distribution not previously
          disclosed in the registration statement or any
          material change to such information in the
          registration statement;

<PAGE>
<PAGE>II-v
     provided, however, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant
     pursuant to section 13 or section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in
     the registration statement.

          (2)  That, for the purpose of determining any
     liability under the Securities Act of 1933, each such
     post-effective amendment 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.

          (3)  To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.

     (b)  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.

     (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>
<PAGE>II-vi
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-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, State of Washington, on
June 30, 1994.

                         PACIFIC TELECOM, INC.


                         By JAMES H. HUESGEN
                            --------------------------------
                            James H. Huesgen, Executive Vice
                              President and Chief Financial
                                Officer

          Pursuant to the requirements of the Securities Act of
1933, the registration statement has been signed by the
following persons on June 30, 1994 in the capacities indicated.

         Signature               Title
         ---------               -----

   *CHARLES E. ROBINSON          Chairman, Chief Executive
- -----------------------------    Officer and Director
    Charles E. Robinson

     JAMES H. HUESGEN            Executive Vice President and
- -----------------------------    Chief Financial Officer
     James H. Huesgen

   *DONALD A. BLOODWORTH         Vice President, Revenue
- -----------------------------    Requirements and Controller
   Donald A. Bloodworth          (Chief Accounting Officer)

    *JOYCE E. GALLEHER           Director
- -----------------------------
     Joyce E. Galleher

     *ROY M. HUHNDORF            Director
- -----------------------------
      Roy M. Huhndorf

    *DONALD L. MELLISH           Director
- -----------------------------
     Donald L. Mellish

     *SIDNEY R. SNYDER           Director
- -----------------------------
      Sidney R. Snyder

    *NANCY WILGENBUSCH           Director
- -----------------------------
     Nancy Wilgenbusch

*By  JAMES H. HUESGEN
    -------------------------
     James H. Huesgen
    (Attorney-in-Fact)<PAGE>
<PAGE>II-vii
                       EXHIBIT INDEX


                                                     Sequential
Exhibit                                                 Page   
Number       Document Description                      Number  

(4)(a)       Restated Articles of Incorporation
             of the Company, as amended. 
             Incorporated by reference to
             Exhibit 3A, Form 10-Q for the
             quarter ended June 30, 1990, File
             No. 0-873.

(4)(b)       Bylaws of the Company, as amended
             and restated effective April 30,
             1993.  Incorporated by reference to
             Exhibit 3B to the Company's Annual
             Report on Form 10-K for the fiscal
             year ended December 31, 1993, File
             No. 0-873.

(23)         Consent of Deloitte & Touche.

(24)         Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 32150}]
{"company-data": {"conformed-name": "PACIFIC TELECOM INC", "cik": "0000096977", "assigned-sic": "4813", "irs-number": "910644974", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54425", "film-number": "94537627"}, "business-address": {"street1": "805 BROADWAY", "street2": "P O BOX 9901", "city": "VANCOUVER", "state": "WA", "zip": "98668-8701", "phone": "2066960983"}, "former-company": {"former-conformed-name": "TELEPHONE UTILITIES INC", "date-changed": "19820517"}}
As filed with the Securities and Exchange Commission on July 1, 1994

                                              Registration No. 33-_______

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

                                Form S-8
                         REGISTRATION STATEMENT
                                  Under
                       THE SECURITIES ACT OF 1933
                             _______________

                          PACIFIC TELECOM, INC.
         (Exact name of registrant as specified in its charter)

                             _______________

                WASHINGTON                       91-0644974
       (State or other jurisdiction             (IRS Employer
     of incorporation or organization)       Identification No.)

               805 Broadway
               P.O. Box 9901
     Vancouver, Washington 98668-9901               97232
           (Address of Principal                 (Zip Code)
            Executive Offices)

                             _______________

                          Pacific Telecom, Inc.
                        Long-Term Incentive Plan
                            1994 Restatement
                          (Full title of plan)

                             Donn T. Wonnell
                 Vice President and Corporate Secretary
                          Pacific Telecom, Inc.
                              805 Broadway
                    Vancouver, Washington 98668-9901
                 (Name and address of agent for service)

             Telephone number, including area code, of agent
                      for service:  (206) 696-0983

                                Copy to:

                           John M. Schweitzer
                     Stoel Rives Boley Jones & Grey
                      700 NE Multnomah, Suite 1600
                         Portland, Oregon 97232
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
                                      Proposed      Proposed         
                                       Maximum       Maximum      Amount
                         Amount       Offering      Aggregate       of
 Title of Securities      to Be       Price Per     Offering   Registration
  to Be Registered     Registered     Share(1)      Price(1)        Fee
- ---------------------------------------------------------------------------
Common Stock(2)  187,812 Shares     $21.875   $4,108,387.50
   Common Stock(3)   12,188 Shares     $21.875   $  266,612.50
                                                 $4,375,000.00   $1,508.63
                                                  ============    ========  
- ---------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933.  The
     calculation of the registration fee is based on $21.875, which was
     the average of the high and low prices of the Common Stock on June 29,
     1994, as reported in The Wall Street Journal for NASDAQ National
     Market System securities.

(2)  These are shares to be granted to officers of the Company pursuant to
     the Pacific Telecom, Inc. Long-Term Incentive Plan 1994 Restatement.

(3)  These shares represent 12,188 unregistered shares previously granted
     to executive officers of the Company and one of its subsidiaries. 
     These unregistered shares are included in this Registration Statement
     pursuant to General Instruction C of Form S-8.  A separate prospectus
     prepared in accordance with the requirements of Form S-3 for use in
     connection with the offer and sale of these shares is included in the
     Registration Statement.
- -------------------------------------------------------------------------
PROSPECTUS 

                     PACIFIC TELECOM, INC.

                 12,188 Shares of Common Stock

          The Common Stock of Pacific Telecom, Inc. ("the
Company") offered hereby (the "Shares") may be sold by certain
shareholders of the Company (the "Selling Shareholders").  The
Company will not receive any of the proceeds from the offering.

          The Shares may be offered or sold from time to time
by the Selling Shareholders at market prices then prevailing,
in negotiated transactions or otherwise.  Brokers or dealers
will receive commissions or discounts from Selling Shareholders
in amounts to be negotiated immediately prior to the sale.  See
"PLAN OF DISTRIBUTION."

          The Common Stock of the Company is traded over-the-
counter in the NASDAQ National Market System.  On June 29,
1994, the closing price for the Common Stock as reported in The
Wall Street Journal was $21.75 per share.

                        _______________

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 COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                        _______________

          No person has been authorized to give any information
or to make any representations in connection with this offering
other than those contained in this Prospectus.  This Prospectus
does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made.

                        _______________

          Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the respective dates as to which information has
been given herein.
                        _______________

          The date of this Prospectus is June 30, 1994.
ii
                         THE COMPANY

          Pacific Telecom, Inc. (the "Company"), a Washington
corporation organized in 1955, is headquartered in Vancouver,
Washington.  The Company's common stock is traded on the NASDAQ
National Market System under the symbol PTCM.  The Company,
through its subsidiaries, provides local telephone service and
access to the long distance network in Alaska, seven other
western states and three midwestern states, provides intrastate
and interstate long distance communication services in Alaska,
provides cellular mobile telephone services, and is engaged in
sales of capacity in and operation of an undersea fiber optic
cable between the United States and Japan.  The address of the
principal executive offices of the Company is 805 Broadway, PO
Box 9901, Vancouver, Washington  98668-9901.  The Company's
telephone number is (206) 696-0983.

                     AVAILABLE INFORMATION

          The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
("Exchange Act") and in accordance therewith files, reports,
proxy statements and other information with the Securities and
Exchange Commission (the "SEC").  Such reports, proxy
statements, and other information concerning the Company may be
inspected and copied at the offices of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the
following regional offices:  7 World Trade Center, 13th Floor,
New York, New York 10007; and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60604.

          This Prospectus does not contain all the information
set forth in the Registration Statement on Form S-8 (herein,
together with all amendments and exhibits thereto, referred to
as the "Registration Statement"), which the Company has filed
with the Commission under the Securities Act of 1933 (the
"Securities Act").  Statements contained or incorporated by
reference herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the Registration
Statement.

        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents filed with the Commission are
incorporated in this Prospectus by reference:

          1.   The Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1993 (as amended
               by Form 10-K/A dated June 14, 1994)
iii
          2.   The Company's Quarterly Report on Form 10-Q for
               the quarter ended March 31, 1994;

          3.   The Company's Current Report on Form 8-K dated
               May 24, 1994;

          4.   The description of the Common Stock contained in
               the Company's registration under Section 12 of
               the Exchange Act, including any amendment or
               report updating such description.

          All documents filed by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of this offering
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 (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated
Documents"; provided, however, that all documents filed by the
Company pursuant to Section 13 or 14 of the Exchange Act in
each year during which the offering made by this Prospectus is
in effect prior to the filing with the SEC of the Company's
Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this
Prospectus or be a part hereof from and after such filing of
such Annual Report on Form 10-K).   

          Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Prospectus.   

          The Company hereby undertakes to provide without
charge to each person to whom a copy of this Prospectus has
been delivered, on the written or oral request of any such
person, a copy of any or all of the Incorporated Documents,
other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference therein.  Requests
should be directed to Brian M. Wirkkala, Vice President and
Treasurer, 805 Broadway, P.O. Box 9901, Vancouver, Washington
98668-9901, telephone number (206) 696-0983.  The information
relating to the Company contained in this Prospectus does not
purport to be comprehensive and should be read together with
the information contained in the Incorporated Documents.

          No person has been authorized to give any information
or to make any representation not contained in this Prospectus
iv
or in any Prospectus Supplement, and, if given or made, such
information or representation must not be relied upon as having
been authorized.  This Prospectus and any Prospectus Supplement
do not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby or thereby in
any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction.   

          Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company or its subsidiaries since the date of this Prospectus.

                     SELLING SHAREHOLDERS

          The Selling Shareholders are all current executive
officers of the Company or its subsidiaries who acquired the
Shares offered hereby pursuant to the 1994 Restatement of the
Company's Long-Term Incentive Plan (the "Restated Plan").  The
following table sets forth certain information provided to the
Company by the Selling Shareholders.
Shares of Common
                         Stock beneficially      Common Stock
Name of Selling             owned as of         offered by this
  Shareholder              June 9, 1994(1)        Prospectus  
- ---------------          ------------------     -------------
Charles E. Robinson,          69,649                 3,563
Chairman, President and
Chief Executive Officer

James H. Huesgen,             21,902                 2,250
Executive Vice President
and Chief Financial 
Officer

Donn T. Wonnell, Vice          6,210                 1,800
President and Corporate
Secretary

Brian M. Wirkkala, Vice       20,964                   750
President and Treasurer

Wesley E. Carson, Vice         3,676                   900
President, Human
Resources
v
Donald A. Bloodworth,          3,871                     900
Vice President, Revenue
Requirements, and Controller

John Ayers, Executive Vice     7,884                   2,025
President and General 
Manager of Alascom, Inc.

____________________
(1)  Does not include shares of Common Stock allocated to the
     accounts of participants in the PacifiCorp K Plus Employee
     Savings and Stock Ownership Plan during the period since
     March 31, 1994.
EXPERTS

          The consolidated financial statements and the related
financial statement schedules incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 (as amended by Form
10-K/A dated June 14, 1994) have been audited by Deloitte &
Touche, independent auditors, as stated in their reports (their
report on the financial statements expresses an unqualified
opinion and includes an explanatory paragraph relating to a
change in method of accounting for other postretirement
benefits and income taxes in the year ended December 31, 1993),
which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.

                     PLAN OF DISTRIBUTION

          The Shares may be sold from time to time by the
Selling Shareholders, or by pledgees, donees, transferees or
other successors in interest.  Such sales may be made in the
over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market
price, or in negotiated transactions.  The Shares may be sold
by one or more of the following methods:  (a) block trades in
which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal, in a market maker capacity
or otherwise, and resale by such broker or dealer for its
account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits
purchasers.  In effecting sales, brokers or dealers engaged by
the Selling Shareholders may arrange for other brokers or
vi
dealers to participate.  Brokers or dealers will receive
commissions or discounts from the Selling Shareholders in
amounts to be negotiated immediately prior to the sale.  The
Selling Shareholders, such brokers or dealers, and any other
participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in
connection with such sales.  In addition, any securities
covered by this Prospectus which qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus.

          Upon the Company being notified by a Selling
Shareholder that any material arrangement has been entered into
with a broker or dealer for the sale of Shares through a block
trade or any other purchase by a broker or dealer as principal,
other than a purchase as a market maker in an ordinary trading
transaction, a supplemented prospectus will be filed, if
required, pursuant to Rule 424 under the Act, disclosing
(i) the name of such Selling Shareholder and of the
participating brokers or dealers, (ii) the number of Shares
involved, (iii) the price at which such Shares will be sold,
(iv) the commission paid or discounts or concessions allowed to
such brokers or dealers, where applicable, (v) that such
brokers or dealers did not conduct any investigation to verify
the information set out or incorporated by reference in this
Prospectus, and (vi) other facts material to the transaction.
II-i
                           PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.
          ---------------------------------------

          The following documents filed by Pacific Telecom,
Inc. (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference:

          (a)  The Company's latest annual report filed
     pursuant to Section 13(a) or 15(d) of the Securities
     Exchange Act of 1934 or the latest prospectus filed
     pursuant to Rule 424(b) under the Securities Act of 1933
     that contains audited financial statements for the
     Company's latest fiscal year for which such statements
     have been filed.

          (b)  All other reports filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934
     since the end of the fiscal year covered by the annual
     report or prospectus referred to in (a) above.

          (c)  The description of the common stock of the
     Company contained in the Company's registration under
     Section 12 of the Securities Exchange Act of 1934,
     including any amendment or report updating such
     description.

          All reports and other documents subsequently filed by
the Company pursuant to sections 13(a) and (c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.

Item 4.   Description of Securities.
          -------------------------

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Not applicable.
II-ii
Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          The Company's Restated Bylaws ("Restated Bylaws"),
require the Company to indemnify directors and officers to the
fullest extent not prohibited by law.  The right to and amount
of indemnification will be ultimately subject to determination
by a court that indemnification in the circumstances presented
is consistent with public policy considerations and other
provisions of law.  It is likely, however, that the Restated
Articles would require indemnification at least to the extent
that indemnification is authorized by the Washington Business
Corporation Act ("WBCA").  The effect of the WBCA is summarized
as follows: 

          (a)  The WBCA permits the Company to grant a right of
indemnification in respect of any pending, threatened or
completed action, suit or proceeding, other than an action by
or in the right of the Company, against expenses (including
attorneys' fees), judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred, provided the
person concerned acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the
conduct was unlawful.  Indemnification is not permitted in
connection with a proceeding in which a person is adjudged
liable on the basis that personal benefit was improperly
received unless indemnification is permitted by a court upon a
finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. 
The termination of a proceeding by judgment, order, settlement,
conviction or plea of nolo contendere or its equivalent is not,
of itself, determinative that the person did not meet the
prescribed standard of conduct.  

          (b)  The WBCA permits the Company to grant a right of
indemnification in respect of any proceeding by or in the right
of the Company against the reasonable expenses (including
attorneys' fees) incurred, if the person concerned 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 Company, except
that no indemnification may be granted if such person is
adjudged to be liable to the Company unless permitted by a
court.  

          (c)  Under the WBCA, the Company may not indemnify a
person in respect of a proceeding described in (a) or (b) above
unless it is determined that indemnification is permissible
because the person has met the prescribed standard of conduct
by any one of the following: (i) the Board of Directors, by a
majority vote of a quorum consisting of directors not at the
II-iii
time parties to the proceeding, (ii) if a quorum of directors
not parties to the proceeding cannot be obtained, by a majority
vote of a committee of two or more directors not at the time
parties to the proceeding, (iii) by special legal counsel
selected by the Board of Directors or the committee thereof, as
described in (i) and (ii) above, or (iv) by the shareholders,
but shares owned by or voted under the control of directors who
are at the time parties to the proceeding may not be voted on
the determination.  Authorization of the indemnification and
evaluation as to the reasonableness of expenses are to be
determined as specified in any one of (i) through (iv) above,
except that if the determination of such indemnification's
permissibility is made by special counsel then the
determination of the reasonableness of such expenses is to be
made by those entitled to select special counsel.
Indemnification can also be ordered by a court if the court
determines that indemnification is fair in view of all of the
relevant circumstances.  Notwithstanding the foregoing, every
person who has been wholly successful, on the merits or
otherwise, in defense of a proceeding described in (a) or (b)
above is entitled to be indemnified as a matter of right
against reasonable expenses incurred in connection with the
proceeding.  

          (d)  Under the WBCA, the Company may pay for or
reimburse the reasonable expenses incurred in defending a
proceeding in advance of the final disposition thereof if the
director or officer receiving the advance furnishes (i) a
written affirmation of the director's or officer's good faith
belief that he or she has met the prescribed standard of
conduct, and (ii) a written undertaking to repay the advance if
it is ultimately determined that such person did not meet the
standard of conduct. 

          The rights of indemnification described above are not
exclusive of any other rights of indemnification to which
officers or directors may be entitled under any statute,
agreement, vote of shareholders, action of directors, or
otherwise.  

          The Company has directors' and officers' liability
insurance coverage which insures officers and directors of the
Company against certain liabilities.  

Item 7.   Exemption From Registration Claimed.
          -----------------------------------

          This Registration Statement includes the registration
for resale of 12,188 shares of Common Stock previously granted
to executive officers of the Company and its subsidiaries under
the 1994 Restatement of the Company's Long-Term Incentive Plan
("Restated Plan").  The shares of Common Stock previously
II-iv
granted pursuant to the Restated Plan were issued in reliance
on the exemptions provided by Section 4(2) and 4(6) of the
Securities Act of 1933.  The recipients of the grants were all
executive officers of the Company or were otherwise accredited
investors under Rule 501(a)(4).

Item 8.   Exhibits.
          --------

          (4)(a)    Restated Articles of Incorporation of the
                    Company, as amended.  Incorporated by
                    reference to Exhibit 3A to the Company's
                    Quarterly Report on Form 10-Q for the
                    quarter ended June 30, 1990, File
                    No. 0-873.

          (4)(b)    Bylaws of the Company, as amended and
                    restated effective April 30, 1993. 
                    Incorporated by reference to Exhibit 3B to
                    the Company's Annual Report on Form 10-K
                    for the fiscal year ended December 31,
                    1993, File No. 0-873.

          (23)      Consent of Deloitte & Touche.

          (24)      Powers of Attorney.

Item 9.   Undertakings.
          ------------

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     registration statement:

               (i)  To include any prospectus required by
          section 10(a)(3) of the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent
          post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change
          in the information set forth in the registration
          statement;

             (iii)  To include any material information with
          respect to the plan of distribution not previously
          disclosed in the registration statement or any
          material change to such information in the
          registration statement;
II-v
     provided, however, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant
     pursuant to section 13 or section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in
     the registration statement.

          (2)  That, for the purpose of determining any
     liability under the Securities Act of 1933, each such
     post-effective amendment 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.

          (3)  To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.

     (b)  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.

     (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.
II-vi
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-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, State of Washington, on
June 30, 1994.

                         PACIFIC TELECOM, INC.

                         By JAMES H. HUESGEN
                            --------------------------------
                            James H. Huesgen, Executive Vice
                              President and Chief Financial
                                Officer

          Pursuant to the requirements of the Securities Act of
1933, the registration statement has been signed by the
following persons on June 30, 1994 in the capacities indicated.

         Signature               Title
         ---------               -----

   *CHARLES E. ROBINSON          Chairman, Chief Executive
- -----------------------------    Officer and Director
    Charles E. Robinson

     JAMES H. HUESGEN            Executive Vice President and
- -----------------------------    Chief Financial Officer
     James H. Huesgen

   *DONALD A. BLOODWORTH         Vice President, Revenue
- -----------------------------    Requirements and Controller
   Donald A. Bloodworth          (Chief Accounting Officer)

    *JOYCE E. GALLEHER           Director
- -----------------------------
     Joyce E. Galleher

     *ROY M. HUHNDORF            Director
- -----------------------------
      Roy M. Huhndorf

    *DONALD L. MELLISH           Director
- -----------------------------
     Donald L. Mellish

     *SIDNEY R. SNYDER           Director
- -----------------------------
      Sidney R. Snyder

    *NANCY WILGENBUSCH           Director
- -----------------------------
     Nancy Wilgenbusch

*By  JAMES H. HUESGEN
    -------------------------
     James H. Huesgen
    (Attorney-in-Fact)
II-vii
                       EXHIBIT INDEX

                                                     Sequential
Exhibit                                                 Page   
Number       Document Description                      Number  

(4)(a)       Restated Articles of Incorporation
             of the Company, as amended. 
             Incorporated by reference to
             Exhibit 3A, Form 10-Q for the
             quarter ended June 30, 1990, File
             No. 0-873.

(4)(b)       Bylaws of the Company, as amended
             and restated effective April 30,
             1993.  Incorporated by reference to
             Exhibit 3B to the Company's Annual
             Report on Form 10-K for the fiscal
             year ended December 31, 1993, File
             No. 0-873.

(23)         Consent of Deloitte & Touche.

(24)         Powers of Attorney.