Filed Pursuant to Rule 424(b)(3)
                                 Registration No.  33-53238

              The following should be attached to the Proxy
   Statement-Prospectus dated May 5, 1994 and should be read in
   conjunction with the information contained therein.


                         ARVIG TELCOM, INC.

              Addendum to Proxy Statement - Prospectus
                          Dated May 5, 1994


   To the Shareholders of
   Arvig Telcom, Inc.:

              On April 26, 1994, you were notified of a Special
   Meeting of the Shareholders of Arvig Telcom, Inc., a Minnesota
   corporation ("Arvig"), to be held on Saturday, June 4, 1994 at 
   10:00 a.m. at Breezy Point Resort, Breezy Point, Minnesota
   56472.  This is to advise you of a revision solely for the
   purpose of clarifying Proposal 2 slated to be considered and
   voted upon at the meeting.  Proposal 2 should read as follows:

              To issue immediately prior to the
              consummation of the Merger (i) 389
              shares of Class B Nonvoting Common
              Stock, $1.00 par value, of Arvig ("Arvig
              Nonvoting Stock") to certain
              shareholders of Arvig who were the
              holders of Arvig Nonvoting Stock
              previously redeemed by Arvig, and (ii)
              651 shares of Arvig Nonvoting Stock to
              Gilroy Arvig, as additional compensation
              in recognition of the valuable service
              that he has rendered to Arvig for more
              than forty years; provided, however,
              that such shares shall be issued only in
              the event the transactions contemplated
              by the Merger Agreement are consummated.

              Approval of the proposal to issue additional shares
   of Arvig Nonvoting Stock will require the affirmative vote of
   the holders of three-fourths (75%) of the outstanding Arvig
   Voting Stock.

                               By order of the Board of Directors



                               Marlene A. Moser
                               Secretary

   May 25, 1994