SAND CREEK COMMUNICATIONS COMPANY

                  COMMON STOCK TRANSFER POLICIES

By unanimous consent of the Board of Directors of the Sand Creek
Communications Company ("Company"), dated as of June 20, 1995,
the following policies were adopted in accordance with Company
bylaw requirements regarding the transfer of shares of common
stock of the Company

Transfer Price

Effective with the effective date of the share exchange with Sand
Creek Telephone Company, and continuing until these policies are
updated, the transfer price for Company common stock shares shall
be $58.00 per share.

Transfer Procedures

In order to establish an orderly and fair system for selling
Company stock the following procedures will be followed.

The office manager is instructed to maintain a waiting list of
persons interested in acquiring common stock in the Company. 
This list shall be maintained on a first come, first serve basis. 
To be on the list, a person must request to be placed on the list
in writing delivered to the office manager.  (The office manager
will acknowledge, in writing, the receipt of the request so as to
verify receipt of the request.)

Persons currently on such list being maintained by the office
manager shall maintain their present priority position.  Upon
receiving shares, a person may request to be put back at the
bottom of the list in order to await the opportunity to acquire
more shares.

In order to maintain an equitable procedure, shares shall be
offered for sale to persons on the waiting list in quantities of
one (1) to no more than one hundred (100) shares.  Persons
wishing to purchase more than one hundred shares will have their
name placed at the bottom of the waiting list again and wait for
their turn to again purchase up to one hundred shares.  No
person(s) shall be sold Company common stock unless they sign the
Acknowledgement of Restrictions on Transfer of Company Common
Stock.

Restrictions on Eligible Shareholders

In keeping with the shareholders' desires for local ownership of
the Company as indicated in the Company's bylaws, the following
restrictions are established.

1.   Priority for purchase of common stock offered by the Company
     shall be to persons residing in Sand Creek Telephone
     Company's service area, and then current directors,
     officers, and employees of the Company.  Such persons shall
     be moved ahead of all other persons on the waiting list of
     purchasers.
2.   Second in priority on the waiting list shall be immediate
     family members of persons residing in Sand Creek Telephone
     Company's service area.

3.   Third in priority will be persons residing in the area near
     Sand Creek Telephone Company's service area (within fifty
     (50) miles of the exchange border and within the State of
     Michigan).

4.   Fourth in priority shall be existing shareholders who reside
     outside Sand Creek Telephone Company's service area and
     other individuals outside the Sand Creek Telephone Company's
     service area who have a legitimate interest in Sand Creek
     Telephone Company's service area (such as relatives of
     deceased residents of Sand Creek Telephone Company's service
     area).

5.   As there is presently interest from these four priority
     groups, the Company shall not at the present time make
     shares available to corporations, whether involved in the
     communications industry or not, or to banks or other
     institutional type investors.

Any shareholder or potential shareholder who wishes to request
further information or have questions answered regarding these
policies and procedures should contact the Company's secretary or
treasurer.

                                   Signed:



                                   /s/_______________________________
                                   Robert Hinsdale, President



                                   /s/_______________________________
                                   Gustav Leu, Secretary


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