SCHEDULE 14A/A-1
(Rule 14a-101)
INFORMATION REQUIRED INPROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. 1)

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

ELECTRIC LIGHTWAVE, INC.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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/ / Fee paid previously with preliminary materials.
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0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

___________________________________________________________________________
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___________________________________________________________________________

[GRAPHIC OMITTED]

Administrative Offices
4400 NE 77th Avenue
Vancouver, Washington 98662
(360) 892-1000
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March 23, 1999

Dear Fellow Stockholder:

I am pleased to invite you to attend the 1999 Annual Meeting of the
Stockholders of Electric Lightwave, Inc. which will be held at the Wyndham
Anatole Hotel, Dallas, Texas, on Thursday, May 20, 1999 at 2:30 p.m., Central
Time.

It is important that your shares be represented whether or not you attend
the meeting. In order to insure that you will be represented, we ask that you
sign, date, and return the enclosed proxy. If present, you may revoke your
proxy and vote in person.

Attendance at the Annual Meeting will be limited to employees and to
stockholders as of the record date or their authorized representative. Because
of space limitations, admission to the Annual Meeting will be by admission card
only. Registered stockholders planning to attend the meeting should complete
and return the advance registration form on the back page of this Proxy
Statement. An admission card will be mailed to you about two weeks before the
meeting. If your shares are held through an intermediary such as a bank or
broker, you should request an admission card by writing to Shareholder
Services, Electric Lightwave, Inc., 3 High Ridge Park, Stamford, CT 06905.
Please include proof of ownership such as a bank or brokerage firm account
statement or a letter from the broker, trustee, bank or nominee holding the
stock confirming your beneficial ownership.

We look forward to seeing and meeting with you at the annual meeting.

Cordially,

[GRAPHIC OMITTED]

David B. Sharkey
President and Chief Operating Officer

[GRAPHIC OMITTED]

Administrative Offices
4400 NE 77th Avenue
Vancouver, Washington 98662
(360) 892-1000
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March 23, 1999

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

------------
To the Stockholders of
ELECTRIC LIGHTWAVE, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Electric
Lightwave, Inc. will be held at the Wyndham Anatole Hotel, Dallas, Texas, on
Thursday, May 20, 1999 at 2:30 p.m., Central Time, for the following purposes:

1. To elect directors;

2. To approve an amendment of the Company's 1997 Equity Incentive Plan
solely to increase the number of shares of Common Stock reserved for
issuance thereunder;

3. To approve an amendment of the Company's 1998 Employee Stock Purchase
Plan solely to increase the number of shares of Class A Common Stock
reserved for issuance thereunder; and

4. To transact such other business as may properly be brought before the
meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on March 22, 1999
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting or any adjournment or postponement thereof.

A complete list of stockholders entitled to vote at the meeting will be
open to the examination of stockholders during ordinary business hours, for a
period of ten days prior to the meeting, at the office of Citizens
Communications, Three Northpark East, 8800 North Central Expressway, Suite 800,
Dallas, TX 75231 and at the site of the meeting on the meeting date.

By Order of the Board of Directors

Charles J. Weiss
Secretary

PROXY STATEMENT

This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Electric Lightwave, Inc. (the "Company" or "ELI")
to be voted at the annual meeting of stockholders of the Company referred to in
the foregoing notice. The mailing address of the administrative offices of the
Company is 4400 NE 77th Avenue, Vancouver, Washington 98662. The approximate
date on which this proxy statement and form of proxy are first being sent or
given to stockholders is March 31, 1999.

Only holders of record of the Company's Class A Common Stock, par value
$.01 per share (the "Class A Common Stock"), and Class B Common Stock, par
value $.01 per share (the "Class B Common Stock" and, together with the Class A
Common Stock, the "Common Stock"), as of the close of business on March 22,
1999 (the "Record Date") will be entitled to notice of and to vote at, the
annual meeting. As of the Record Date, there were 8,608,614 shares of Class A
Common Stock outstanding, each of which is entitled to one vote and 41,165,000
shares of Class B Common Stock, each of which is entitled to ten votes, at the
annual meeting. As of the Record Date, an additional 49,149 shares of Class A
Common Stock were outstanding and held by the Company as treasury shares. The
presence in person or by proxy of the holders of a majority of the outstanding
shares of Common Stock will be necessary to constitute a quorum for the
transaction of business at the annual meeting.

Directors will be elected by a plurality vote of the Common Stock present
or represented by proxy at the meeting and entitled to vote at the meeting.
Approval of the proposed amendment to each of the Equity Incentive Plan and the
Employee Stock Purchase Plan requires the affirmative vote of a majority of the
votes cast at the meeting. Abstentions will have the effect of a negative vote
with respect to the election of directors and the approval of the proposed
amendment to the Equity Incentive Plan and as not having voted with respect to
the approval of the proposed amendment to the Employee Stock Purchase Plan.
Brokers who hold shares in street name for customers do not have discretionary
authority to vote on certain items when they have not received instructions
from beneficial owners; shares represented by proxies indicating that the
broker has not voted the shares on such matters are "broker non-votes". Under
applicable Delaware law, a broker non-vote would be counted for purposes of
determining a quorum, but would not be counted for purposes of determining the
outcome of the election of directors nor as having voted for purposes of
determining the outcome of the approval of the proposed amendment to each of
the Equity Incentive Plan and the Employee Stock Purchase Plan. Brokers not
receiving instructions from Company stockholders may vote at the meeting on
both the election of directors and the approval of the proposed amendment to
each of the Equity Incentive Plan and the Employee Stock Purchase Plan.
Stockholders may not cumulate their votes. Unless contrary instructions are
given, all proxies received pursuant to this solicitation will be voted in
favor of the election of the nominees and for approval of the proposed
amendment to each of the Equity Incentive Plan and the Employee Stock Purchase
Plan. Stockholders who execute proxies may revoke them at any time before they
are voted.

Stock Ownership of Certain Beneficial Owners, Directors and Executive Officers

As of February 28, 1999, no person or group of persons except for Citizens
Utilities Company ("Citizens"), Buckingham Capital Management Incorporated
("Buckingham"), Canpartners Incorporated ("Canpartners") and Bankers Trust
Corporation ("Bankers Trust") was known by the Company to beneficially own more
than 5% of any class of Common Stock of the Company. Except as otherwise
indicated below, each such person or group has sole voting and investment power
with respect to the securities beneficially owned. All information regarding the
number of shares beneficially owned, and regarding voting and investment power
with respect thereto, by each such person or group other than Citizens is based
solely upon the Company's review of Schedules 13G on file with the Securities
and Exchange Commission as of February 28, 1999. As of February 28, 1999,
Citizens, with offices at High Ridge Park, Stamford, Connecticut 06905,
beneficially owned, through its wholly-owned subsidiary CUCapitalCorp.,
41,165,000 shares of Class B Common Stock, representing all of the outstanding
shares of Class B Common Stock and approximately 82.6% of the total number of
shares of Common Stock outstanding and 97.9% of the total voting interests. As
of February 28, 1999, Buckingham, with offices at 630 Third Avenue, Sixth Floor,
New York, New York 10017, beneficially owned 611,400 shares of Class A Common
Stock, representing approximately 6.5% of the outstanding shares of Class A
Common Stock and approximately 1.2% of the total number of shares of Common
Stock outstanding and 0.1% of the total voting interests. As of February 28,
1999, Canpartners, with offices at 9665 Wilshire Boulevard, Suite 200, Beverly
Hills, California 90212, beneficially owned 540,900 shares of Class A Common
Stock, representing approximately 5.7% of the outstanding shares of Class A
Common Stock and approximately 1.1% of the total number of shares of Common
Stock outstanding and 0.1% of the total voting interests. As an affiliate of
Canpartners, Canyon Capital Management, L.P. also has sole voting and investment
power over such 540,900 shares and each of Messrs. Mitchell R. Julis, Joshua S.
Friedman and R. Christian B. Evensen has shared voting and investment power over
all such shares. As of February 28, 1999, Bankers Trust, with offices at 130
Liberty Street, New York, New York 10006, beneficially owned 559,800 shares of
Class A Common Stock, representing approximately 5.9% of the outstanding shares
of Class A Common Stock and approximately 1.1% of the total number of shares of
Common Stock outstanding and 0.1% of the total voting interests. Of the 559,800
shares of Class A Common Stock of the Company beneficially owned by Bankers
Trust, Bankers Trust Company has sole voting power over 600 shares, BT Alex.
Brown Incorporated has sole voting and investment power over 30,000 shares and
BT Holdings (New York), Inc. has sole voting and investment power over 529,200
shares.

The following table reflects shares of Common Stock beneficially owned (or
deemed to be beneficially owned pursuant to the rules of the Securities and
Exchange Commission) as of February 28, 1999 by each director of the Company
and by each of the executive officers named in the Summary Compensation Table
included elsewhere herein, and the current directors and all executive officers
of the Company as a group. Except as otherwise described below, each of the
persons named in the table has sole voting and investment power with respect to
the securities beneficially owned.

Acquirable Percentage of
Class of Common Within 60 Common Stock
Stock Owned(1) Days(2) Owned(3)
-------------------------------- ------------ ----------------------
Name Position Class A Class B Class A Class B(4)
- ---- ------------------------ --------------- --------------- ------------ --------- -----------

James M. Berthot(5) .......... Vice President 54,036 0 38,933 *
Daryl A. Ferguson(5) ......... Vice Chairman and 125,000 41,165,000(6) 0 1.3 100
Chief Executive Officer
Guenther E. Greiner .......... Director 14,558 0 13,984 *
Todd Hanson(5) ............... Vice President 54,851 0 38,933 *
Stanley Harfenist(5) ......... Director 43,447(7) 41,165,000(6) 37,500 * 100
Randall Lis(5) ............... Vice President 53,984 0 38,933 *
David B. Sharkey(5) .......... President and 125,000 41,165,000(6) 0 1.3 100
Chief Operating Officer
Robert A. Stanger(5) ......... Director 36,947(8) 41,165,000(6) 17,500 * 100
Leonard Tow(9) ............... Chairman 150,000 41,165,000(6) 0 1.6 100
Maggie Wilderotter ........... Director 18,447 0 17,500 *
John Wolff(5) ................ Vice President 53,933 0 38,933 *
All Executive Officers and
Directors as a group
(16 Persons)(10) .................................... 826,237 41,165,000(6) 297,599 8.8 100

- ------------
* Represents less than 1% of the Company's outstanding Common Stock.

(1) Pursuant to rules of the Securities Exchange Commission, includes shares
acquirable as further described in footnote (2). Shares owned as of February
28, 1999 may be determined by subtracting the number under "Aquirable Within
60 Days" from that under "Common Stock Owned."

(2) Reflects number of shares that could be purchased by exercise of options as
of February 28, 1999 or within 60 days thereafter under the Company's Equity
Incentive Plan.

(3) Based on number of shares outstanding at, or acquirable within, 60 days of
February 28, 1999.

(4) All Class B Common Stock is owned by CUCapitalCorp., a wholly-owned
subsidiary of Citizens. As a result of Citizens' ownership, the percentage
of Class B Common Stock beneficially owned by each of Drs. Ferguson and Tow
and Messrs. Harfenist, Stanger and Sharkey is deemed to be 100%.

(5) Dr. Ferguson and Messrs. Harfenist and Stanger own beneficially 610,468,
95,118 and 72,743 shares of Citizens common stock, respectively. Of these
shares, 519,814, 70,204 and 70,204 are acquirable within 60 days by the
above named individuals. Messrs. Sharkey, Berthot, Hanson, Lis and Wolff own
beneficially 46,263, 9,413, 26,675, 19,872 and 19,117 shares of Citizens
common stock, respectively. Of the shares reported in the prior sentence,
45,174 for Mr. Sharkey, 7,802 for Mr. Berthot, 18,542 for Mr. Hanson, 17,085
for Mr. Lis and 17,085 for Mr. Wolff are acquirable within 60 days.

(6) Consists entirely of shares of Class B Common Stock owned by Citizens of
which Leonard Tow is Chairman of the Board, Chief Executive Officer and a
Director, Stanley Harfenist and Robert A. Stanger are

Directors and Daryl A. Ferguson and David B. Sharkey are executive
officers. These shares of Class B Common Stock are included in the above
table for Leonard Tow, Stanley Harfenist, Robert A. Stanger, Daryl A.
Ferguson and David B. Sharkey as required by the definition of beneficial
ownership of the Securities and Exchange Commission. By reason of the
definition of beneficial ownership, the above listed officers and directors
and Citizens (through its wholly-owned subsidiary CUCapitalCorp.) own an
approximately 97.94% voting interest in the Common Stock of the Company,
and therefore each of the above individuals is deemed to have an indirect
beneficial interest in such 41,165,000 shares of Class B Common Stock of
the Company. Except to the extent of such indirect interest, each of the
named individuals disclaims beneficial ownership of any of these shares of
Class B Common Stock of the Company.

(7) Includes 5,000 shares of Class A Common Stock held by Stanley and Jean
Harfenist as Trustees for the Harfenist Family Trust.

(8) Includes 3,500 shares of Class A Common Stock held by Mr. Stanger's wife.
Mr. Stanger disclaims beneficial ownership of such shares.

(9) Dr. Tow beneficially owns 10,567,764 shares of Citizens common stock,
3,299,457 shares of which are acquirable within 60 days. The total includes
4,647,389 shares of Citizens common stock owned by Century Investors, Inc.,
a wholly owned subsidiary of Century Communications Corp., of which Dr. Tow
is Chairman of the Board, Chief Executive Officer and a Director. Dr. Tow
and his wife are deemed to have an approximate 91% voting interest in the
common stock of Century Communications Corp., and therefore he is deemed to
have an indirect beneficial interest in such 4,647,389 shares. The total
also includes 18,607 shares held by Dr. Tow's wife as custodian for her
minor grandchildren and 70,204 shares acquirable by her within sixty days.
Dr. Tow disclaims ownership of shares owned by Century Investors, Inc. or
deemed owned by his wife, which shares are included in the total shares
owned by Dr. Tow as required by the definition of beneficial ownership of
the Securities and Exchange Commission. Dr. Tow owns 3.66% of the common
stock of Citizens.

(10) Directors and all Executive Officers of the Company as a group own
beneficially 10,704,021 shares of Citizens common stock (4,048,282 of which
are acquirable within 60 days), which represents 3.98% of Citizens common
stock outstanding as of February 28, 1999 or acquirable within 60 days
thereafter.

ELECTION OF DIRECTORS

At the meeting, seven directors are to be elected to hold office until the
next annual meeting and until their successors have been elected and qualified.
All of the nominees are currently serving as directors of the Company.
Directors will be elected by a plurality of the votes of the holders of shares
of Common Stock, present in person or represented by proxy at the meeting and
entitled to vote at the meeting. It is the intention of the persons named in
the enclosed proxy to vote for the election as directors of the nominees
specified. In case any such nominee should become unavailable for any reason,
the proxy holders reserve the right to substitute another person of their
choice. The information concerning the nominees and their security holdings has
been furnished by them to the Company. Leonard Tow, Daryl A. Ferguson and David
B. Sharkey are executive officers of Citizens, whose wholly owned subsidiary,
CUCapitalCorp., is owner of 100% of the Class B Common Stock of the Company.
Stanley Harfenist and Robert A. Stanger are Directors of Citizens. There are no
family relationships among any of the nominees and executive officers. For a
description of certain business relationships between the Company and Citizens,
see "Agreements with Citizens" below.

Daryl A. Ferguson Vice Chairman and Chief Executive Officer of Electric Director since 1990
Lightwave, Inc., 1997 to present; President and Chief
Operating Officer of Citizens Utilities Company, 1990 to
present; Director, Centennial Cellular Corp. Age 60

Guenther E. Greiner President of International Corporate Consultancy LLC, a Director since 1998
global finance consulting service, 1998 to present;
Senior Group Executive/Executive Vice President of
Global Relationship Bank, 1995 to 1998, and Group
Executive/Executive Vice President of World Corpora-
tion Group, 1989 to 1995, both at Citibank/Citicorp.
Director, Ermenegildo Zegna, IFIL-Finanziaria di Par-
ticipazion, New York Philharmonic, German American
Chamber of Commerce, the American Institute for Con-
temporary German Stuidies/The Johns Hopkins Univer-
sity, and Corn Products International, Inc. Age 60

Stanley Harfenist President and Chief Executive Officer of Adesso, Inc., Director since 1997
manufacturer of hardware for the Macintosh computer,
1993 to present; President, Chief Operating Officer and
Director of Players International, Inc., 1985 to 1993;
Director of Citizens Utilities Company since 1992. Age
66

David B. Sharkey President and Chief Executive Officer, 1994 to October Director since 1995
1997, and President and Chief Operating Officer since
October 1997, of Electric Lightwave, Inc.; Vice Presi-
dent and General Manager, Mobile Media, Inc., 1989 to
1994. Age 48

Robert A. Stanger Chairman, Robert A. Stanger & Company, investment Director since 1997
banking and consulting services, 1978 to present. Pub-
lisher, The Stanger Report. Director, Callon Petroleum
Company, Inc., exploration and production of oil and
natural gas. Director, Citizens Utilities Company. Age 59

Leonard Tow Chairman of the Board of Electric Lightwave, Inc. since Director since 1990
1997. Chairman and Chief Executive Officer, Citizens
Utilities Company, 1990 to present and Chief Financial
Officer of Citizens Utilities Company 1991 to 1997.
Chief Executive Officer and Director of Century Com-
munications Corp., a cable television company, since its
organization in 1973 to present, Chairman of the Board
since 1989 and Chief Financial Officer, 1973 to 1996.
Director, Hungarian Telephone and Cable Corp. Direc-
tor, United States Telephone Association. Age 70

Maggie Wilderotter President and Chief Executive Officer of Wink Commu- Director since 1997
nications since 1997; Executive Vice President, AT&T
Wireless Services, Inc. and Chief Executive Officer of
AT&T Aviation Communications Division, 1995 to
1997. Senior Vice President of McCaw Cellular Com-
munications, Inc., 1991 to 1995. Director of Gaylord
Entertainment Corporation, Airborne Express, Jacor,
American Tower Corporation and the California Cable
Television Association. Age 44

The Board of Directors of the Company recommends that you vote "for" the
election of all nominees for director.

The Board of Directors held six meetings in 1998. Each incumbent director
attended at least 75% of such meetings and, except as hereinafter described, at
least 75% of the total number of meetings held by all committees of the Board
on which he or she served as described below under "Committees of the Board."
Guenther E. Greiner attended three of the seven meetings held by all committees
of the board on which he served during the periods that he served.

Committees of the Board

The Board has standing Executive, Audit and Compensation Committees. The
full board serves as the nominating committee.

Executive Committee. The Executive Committee is composed of Dr. Tow as
Chairman, Dr. Ferguson and Mr. Sharkey. The Committee did not meet in 1998.
During intervals between meetings of the Board, the Executive Committee has the
power and authority of the Board over the management of the business affairs
and property of the Company, except for powers specifically reserved by
Delaware law or by the Company's Restated Certificate of Incorporation.

Audit Committee. The Audit Committee is composed of Mr. Harfenist as
Chairman and Mr. Greiner, Mr. Stanger and Ms. Wilderotter. The Committee met
twice in 1998. The Committee's functions are to review the arrangements for and
scope of the independent accountants' audit, as well as to review the adequacy
of the system of internal accounting controls and recommend improvements
thereto. The Committee discusses and reviews, with management and the
independent accountants, the Company's draft annual report on Form 10-K and
other major accounting, reporting and audit matters. The Committee also has
oversight over the Company's Internal Audit Department.

Compensation Committee. The Compensation Committee is composed of Mr.
Stanger as Chairman and Mr. Greiner, Mr. Harfenist and Ms. Wilderotter. The
Committee met eight times in 1998. The Committee reviews the Company's general
compensation strategies, acts as the Committee for the Company's Equity
Incentive Plan and the 1998 Employee Stock Purchase Plan and establishes and
reviews compensation for the Chief Executive Officer and other executive
officers of the Company.

DIRECTORS' COMPENSATION

Each non-employee Director is entitled to a $20,000 annual retainer and a
fee of $1,000 plus reasonable expenses for each Board or Committee meeting
attended in person or telephonically. Committee chairs are paid a fee of $2,000
per meeting attended. In 1998, $12,000 of the retainer was paid in shares of
Class A Common Stock of the Company and $8,000 was paid in cash. Commencing in
1999, each non-employee director can elect, in lieu of cash compensation, to
have any portion of the annual retainer and fees payable for meetings attended,
paid in shares of Class A Common Stock of the Company or stock units to acquire
Class A Common Stock of the Company under the Company's Employee Incentive Plan
(the "EIP"). Each non-employee Director also receives an annual stock option
grant of 7,500 shares, priced at the fair market price of the stock on the
grant date. The grant date in 1999 was January 1. Each new non-employee
Director also receives a 10,000 share sign on option. Dr. Ferguson and Dr. Tow,
as a result of their employment by Citizens and Mr. Sharkey, as a result of his
employment with the Company, are deemed to be employee Directors and thus are
not eligible to receive compensation for services rendered as directors.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the "Compensation
Committee") is composed of four independent Directors who are responsible for
setting and administering compensation, including base salaries, annual
incentives and stock-based awards paid or awarded to executive officers of the
Company. The Compensation Committee oversees and approves incentive plan
philosophy, design, costs and administration. The Compensation Committee was
engaged in developing the Company's compensation strategy and specific
incentive plan designs throughout 1998. This report discusses the Compensation
Committee's activities as well as its development and implementation of
policies regarding compensation paid to the executive officers during 1998.

COMPENSATION OF THE EXECUTIVE GROUP

This section discusses the Company's 1998 strategy for its compensation
program. The compensation of the Company's Chief Executive Officer is discussed
separately in this report.

COMPENSATION STRATEGY

Due to the competitive nature of its industry, ELI must be aggressive in
positioning its compensation levels. ELI targets total compensation for
superior performance in the top quartile of other companies in the industry.
This strategy enables the Company to motivate and reward outstanding
contributors as well as attract quality talent.

The Compensation Committee's compensation policy has the following
objectives:

To give employees an opportunity to share in the Company's successes.

To give employees an ownership opportunity and tie them to the Company's
performance.

To help employees understand the importance of both short and long-term
goals.

To create a common interest between executives and employees.

To attract key contributors.

To recognize and reward the critical role employees play on a daily basis.

Base Salary

The Compensation Committee sets the base salary levels of executive
officers annually, based on the duties and responsibilities which the Company
expects each executive to discharge during the current year and upon the
executive's performance during the previous year. The Company performs external
market comparisons, relative to industry-specific peers, based on individual
job responsibility.

At-Risk Incentive Compensation

Throughout 1998, the Compensation Committee was engaged in reviewing
comprehensive analyses of both the annual cash and long-term incentive
practices in the Competitive Local Exchange Carrier (CLEC) industry. Several
sources were referenced in order to develop the specific plan designs and
competitive award levels required for ELI to effectively compete for talent.
Both the annual cash incentive plan and the long-term incentive plan design are
discussed in detail below.

Annual Cash Incentive

To retain and incent employees, ELI's annual cash incentive plan offers a
competitive mix of total cash compensation relative to comparable industry
norms. Cash incentives are paid to eligible employees during the first quarter
based on prior year goal attainment. The plan criteria may be modified in a
given year based on changes in the Company's business strategy. If the
pre-determined financial goal is not met, the Compensation Committee may use
its judgment to determine if there will be any cash incentive payout.

The annual cash incentives approved by the Compensation Committee in 1999
were based on 1998 performance. 758 employees received awards representing 100%
of the population eligible to receive an award. Awards for 1998 reflected the
successful performance of the Company in achieving 100% of its financial
targets.

For 1999, the annual incentive plan criteria will be primarily based on
revenue, EBITDA and a third measure for senior executives, which is return on
capital.

Common Stock Long-Term Incentives

In connection with the initial public offering (IPO) of common stock in
October 1997, the Compensation Committee adopted the EIP. The purpose of the
EIP is to provide equity compensation incentives for high levels of performance
and to attract and retain outstanding employees. All stock options awarded are
non-qualified, awarded at fair market value, and vest over a period of three
years.

Within the EIP, two separate award programs were created, the Management
Stock Option Plan (MSOP) and the Distinguished Performance Award (DPA). The
MSOP is designed to grant stock options to executives and other key management
employees for individual contributions toward achievement of goals. Target
awards are based on salary levels and are designed to compensate employees
within the range of 85% to 150% of long-term incentive compensation of
comparable industries based on individual performance.

The DPA is designed to recognize and reward key employees below the
management level who are considered to have high potential and who have made
significant contributions. The target number of shares is 700 stock options and
award recommendations are designed to be within the range of 400 to 1,000
options. Recommendations are at the discretion of the employee's manager.

In August 1998, the Compensation Committee granted stock option awards to
217 executives/managers under the MSOP. One hundred and fifty two employees
received stock option awards under the DPA, representing 36% of eligible
employees. None of the options granted were to executive officers.

The Committee will consider EIP awards for 1998 performance in the spring
of 1999.

Beginning in 1999, the size of the pool available for stock option awards
will be subject to performance criteria. The performance measures in the first
year (1999) are strictly financial, but expand in future years to include a
focus on other value-drivers such as customer and employee satisfaction. The
total target pool can be reduced by up to 25% if company goals are not
achieved.

Based on the research conducted in 1998 of the equity granting practices
in the CLEC industry and the substantive growth in the number of employees
expected, additional shares will be required in order to fully execute this
plan over the next three years. The Compensation Committee has recommended, and
the Board of Directors has approved and will recommend to shareholders in May
1999 the addition of 2.5 million shares to be available for distribution under
the EIP, resulting in a total potential allocation of 11.84% of outstanding
shares.

The principal purpose of the EIP is to provide an equity incentive to
employees to remain in the employment of the Company and to work diligently in
its best interests. The Board of Directors determined that this purpose would
not be achieved for employees holding options exercisable at prices above the
market price of the Company's Common Stock, and further determined that it was
critical to the best interests of the Company and to its stockholders that the
Company retain the services of these employees. As such, the Board of Directors
authorized the repricing of certain stock options in 1998. In 1998 the Board of
Directors offered to all executive officers with outstanding options to
purchase the Common Stock of the Company the opportunity to exchange all, half
or none of such options for a decreased number of new options at a price per
share equal to the fair market value of the Company's Common Stock on August 7,
1998, with no change in the stock option vesting periods. The number of shares
was determined using the Black-Scholes Option pricing model on an equivalent
value basis to determine the exchange rate. The three senior officers were not
granted options and therefore were not eligible to participate in such
repricing.

The following table sets forth certain information concerning the
repricing of stock options held by the Named Executive Officers (as defined
below) during the last ten years.

TEN-YEAR OPTION REPRICINGS

Length of
Number of Original
Securities Option Term
Underlying Market Price of Exercise Price at Remaining at
Options/SARs Stock at time Time of New Date of
Repriced or of Repricing or Repricing or Exercise Repricing or
Name Date Amended(1) Amendment Amendment Price Amendment
---- -------- -------------- ----------------- ------------------- ---------- -------------
(#) ($) ($)

James M. Berthot ......... 8/7/98 73,000 $ 8.75 $16 $ 8.75 9.28 yrs.
Vice President
Todd Hanson .............. 8/7/98 73,000 $ 8.75 $16 $ 8.75 9.28 yrs.
Vice President
Randall Lis .............. 8/7/98 73,000 $ 8.75 $16 $ 8.75 9.28 yrs.
Vice President
John Wolff ............... 8/7/98 73,000 $ 8.75 $16 $ 8.75 9.28 yrs.
Vice President

- ------------
(1) 73,000 shares exchanged on equal value basis for 43,800 shares.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

Dr. Ferguson, the Chief Executive Officer and Vice Chairman, is also
President and Chief Operating Officer of the Company's parent, Citizens
Utilities Company. Dr. Ferguson's 1998 compensation was paid to him by Citizens
Utilities Company. The Company currently expects to make future awards to the
chief executive officer under the EIP. The base salary of Dr. Ferguson will be
paid by Citizens Utilities Company as long as he remains an employee of that
company. See footnote 5 to the Summary Compensation Table.

Compliance with Internal Revenue Code Section 162 (m)

The Compensation Committee has been advised that the compensation paid to
the named executive officers in 1998, including the chief executive officer,
met the conditions required for full deductibility under Section 162 (m) of the
Internal Revenue Code ("Code"). Section 162 (m) of the Code generally disallows
a tax deduction to public companies for compensation over $1,000,000 paid to
the Company's chief executive officer or any of the four other most highly
compensated executive officers. Section 162 (m) provides that qualifying
performance-based compensation will not be subject to the tax deduction limit
if certain requirements are met. The Compensation Committee has been advised
that Section 162 (m) does not apply to the stock awards granted in 1998. The
Company expects to structure grants under its EIP in a manner that provides for
an exemption from Section 162 (m). The Compensation Committee recognizes that,
in certain instances, it may be in the best interests of the Company to provide
compensation that is not deductible.

Robert A. Stanger, Chair, Guenther E. Greiner, Stanley Harfenist, Maggie
Wilderotter

Executive Compensation

The following table sets forth the compensation awarded to, earned by or
paid to the Company's Chief Executive Officer and the four other most highly
compensated executive officers (collectively, the "Named Executive Officers")
for services rendered to the Company for each of the fiscal years ended
December 31, 1998, 1997 and 1996.

SUMMARY COMPENSATION TABLE

Long-term Compensation
-------------------------
Awards Payouts
------------ -----------
Securities Long-
Annual Compensation Under- term
-------------------------------------- Restricted lying Incentive All Other
Other Annual Stock Options/ Plan Conpen-
Salary Salary Bonus(1) Compensation Awards(2) SARs(3) Payouts sation(4)
Name Year $ $ $ $ (#) ($) $
---- -------- ---------- ---------- -------------- ------------ ------------ ----------- ----------

Daryl A. Ferguson(5) ....... 1998 0 0 0 0 0 0
Vice Chairman and 1997 0 0 0 0 0 0
Chief Executive Officer

David B. Sharkey ........... 1998 229,167 150,000 0 0 0 33,759
President and Chief 1997 183,333 100,000 0 40,703 0 30,036
Operating Officer 1996 155,830 80,000 0 18,084 0 27,790

John Wolff ................. 1998 156,250 64,000 0 0 0 4,688
Vice President-- 1997 141,227 50,000 0 80,000 146,000 0 2,900
New City 22,895
Development 1996 127,500 40,000 0 8,127 0 4,750

Randall Lis ................ 1998 151,250 62,000 0 0 0 3,004
Vice President-- 1997 133,278 50,000 0 80,000 146,000 0 10,192
Staff Support 22,895
1996 114,125 40,000 0 8,127 0 32,163
Todd Hanson ................ 1998 151,250 62,000 0 0 0 4,538
Vice President-- 1997 138,223 50,000 0 80,000 146,000 0 0
Engineering 22,895
1996 131,401 40,000 0 0 0 0
James M. Berthot ........... 1998 151,250 62,000 0 0 0 4,538
Vice President-- 1997 119,141 40,000 0 80,000 146,000 0 4,748
Marketing 22,895
1996 102,391 20,000 0 7,987 0 3,671

- ------------
(1) Bonus amounts awarded are for performance for the stated Salary Year and
are determined and awarded in the subsequent year.
(2) In connection with the IPO, on November 24, 1997 each of Drs. Tow and
Ferguson and Mr. Sharkey was granted 125,000 restricted performance shares
of Class A Common Stock of the Company. As of December 31, 1998, the total
number of such shares held by each of Drs. Tow and Ferguson and Mr.
Sharkey was 125,000, with a market value as of December 31, 1998 of
$1,023,750. One third of the shares granted to Dr. Ferguson and Mr.
Sharkey will vest on the later of November 24 of each year following the
date of grant and the achievement of a specified twelve-month revenue
goal. The restrictions on Dr. Tow's 125,000 shares will lapse only if the
Company attains revenues of at least $170 million for the thirteen months
ended June 30, 2001 or for any thirteen month period thereafter until
January 2005. Recipients of restricted shares have the right to vote and
to receive dividends, if paid, on such shares.
(3) All options in this column, except options in the amount of 146,000 shares
shown in 1997 for Messrs. Wolff, Lis, Hanson and Berthot are exercisable
for shares of common stock of Citizens. The options for 146,000

shares each are exercisable for Class A Common Stock of the Company.
Citizens options are adjusted to reflect stock dividends paid subsequent to
date of grant. All awards of Citizens options were granted under the
Citizens Management Equity Incentive Plan or its successor plan, the EIP.
Options in Company stock were granted under the EIP.
(4) Represents the Company's matching contribution to each Named Executive
Officer's 401(k) plan. Additionally, represents $28,759 for the 1998,
$27,286 for the 1997 and $25,453 for the 1996 economic benefit of
split-dollar life insurance for Mr. Sharkey and $28,271 for relocation
allowances paid to Mr. Lis in 1996.
(5) Dr. Ferguson, Chief Executive Officer of the Company since October, 1997,
is the President and Chief Operating Officer of Citizens. He and other
executive officers of the Company who are employees of Citizens are
compensated by Citizens on the basis of services rendered to Citizens and
its subsidiaries, including the Company. Administrative services are made
available to the Company under the Administrative Services Agreement. See
"Agreements with Citizens--Administrative Services Agreement." Dr.
Ferguson received an award of performance shares from the Company in 1997.
See footnote 2 to this table. The Compensation Committee may grant
additional incentive awards to him in the future.

AGGREGATED 1998 OPTION EXERCISES AND VALUE OF
OUTSTANDING OPTIONS AT DECEMBER 31, 1998

The following table sets forth certain information concerning options
exercised by the Named Executive Officers during 1998 and the number and value
of options held by them on December 31, 1998. There were no outstanding stock
appreciation rights relating to the Company's Common Stock at December 31,
1998. No exercises occurred during 1998 of options or stock appreciation rights
relating to the Company's Common Stock.

Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-the-money Options/SARs
Shares Value Fiscal Year-End (#) at Fiscal Year-End ($)
Acquired on Realized ------------------------------ -----------------------------
Name Exercise (#) $ Exercisable Unexercisable Exercisable Unexercisable
---- -------------- ---------- ------------- --------------- ------------- --------------

Daryl A. Ferguson ......... 0 0 0 0 0 0
David B. Sharkey .......... 0 0 0 0 0 0
John Wolff ................ 0 0 38,933 77,867 0 0
Randall Lis ............... 0 0 38,933 77,867 0 0
Todd Hanson. .............. 0 0 38,933 77,867 0 0
James M. Berthot .......... 0 0 38,933 77,867 0 0

All numbers are as of December 31, 1998 and reflect adjustment for stock
splits and stock dividends paid subsequent to the date of grant. The closing
sale price as quoted by the Nasdaq National Market System ("NASDAQ") of the
Company's Class A Common Stock on December 31, 1998 was $8.19 per share. Dollar
amounts shown under all columns other than "Value Realized" have not been, and
may never be, realized. The underlying options have not been, and may never be,
exercised, and actual gains, if any, on exercise will depend on the value of
the Company's stock on the date of exercise.

PENSION PLAN

The Company does not have a pension plan. Mr. Sharkey is covered by
Citizens' noncontributory qualified retirement plan that provides benefits
based on formulas related to base salary and years of service. Benefits shown
are not subject to reduction for Social Security payments. The following table
illustrates the estimated annual plan pension benefits available to Mr. Sharkey
upon retirement at age 65 assuming a preretirement death benefit election of
100% joint and survivorship benefits. The remuneration classifications are
based on the highest five-year average annual salary (subject to the limitation
of the Internal Revenue Code of 1986 on the amount of annual compensation which
may be credited to a participant's retirement benefits) and the years of
service represent years of credited service.

Pension Plan Table

Remuneration
(in thousands) Years of Service
-------------- -------------------
5 10 15 20
- -- -- --
$160.............. $12 $25 $37 $49

Full years of credited service for Mr. Sharkey are four.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee currently consists of Mr. Stanger as Chairman
and Mr. Greiner, Mr. Harfenist and Ms. Wilderotter. No executive officer of the
Company served as: (i) a member of the compensation committee (or other board
committee performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of another entity, one of whose
executive officers served on the compensation committee of the Company; (ii) a
director of another entity, one of whose executive officers served on the
compensation committee of the Company; or (iii) a member of the compensation
committee (or other board committee performing equivalent functions or, in the
absence of any such committee, the entire board of directors) of another
entity, one of whose executive officers served as a director of the Company.

STOCK PRICE PERFORMANCE GRAPH

[LINE GRAPH]
COMPARISON OF CUMULATIVE TOTAL RETURNS*

11/24/97 12/97 12/98

Electric Lightwave $100 $92.97 $ 51.17
NASDAQ US $100 $98.89 $139.01
New Peer Group $100 $100.87 $ 97.59
Old Peer Group $100 $102.94 $154.41

* TOTAL RETURN BASED ON $100 INITIAL INVESTMENT & REINVESTMENT OF DIVIDENDS

The Company's Class A Common Stock has been publicly traded since November
24, 1997. The graph shows the period November 24, 1997 through December 31,
1998. The graph compares the cumulative total return of the Company with that
of the Nasdaq Stock Market-US, a new peer group index and an old peer group
index. Cumulative return assumes $100 invested in the Company or respective
index on November 24, 1997 as required by SEC rules, and that all quarterly
dividends were reinvested at the average closing stock prices at the beginning
and end of the quarter. The old peer group consists of the Company; Advanced
Radio Telecom Corp.; the former American Comm. Services, Inc. which has changed
its name to e.spire Communications; COLT Telecom Group, PLC; GST Telecom; ICG
Communications; Intermedia Communications; McLeod USA, Inc.; NEXTLINK
Communications, Inc.; Teligent, Inc. and WinStar Communications. The new peer
group selected by the Company includes (i) all of the members of the old peer
group except for COLT Telecom Group, PLC

which was removed from the peer group because it was the only foreign company
represented and (ii) the following additional companies that were added to the
peer group due to similarities with the Company: Allegiance Telecom, Inc.;
Hyperion Telecommunications, Inc.; ITC DeltaCom, Inc.; MGC Communications,
Inc.; RCN Corporation; and US Lee Corporation. The Company believes that the
currently constituted peer group is more representative of its competition
considering recent developments among competitors in its industry. In
particular, Allegiance Telecom, Inc., Hyperion Telecommunications, Inc., MGC
Communications, Inc. and USLEC Corporation first became publicly traded
companies in 1998.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons holding more than 10% of a registered class of
the Company's equity securities to file with the Securities and Exchange
Commission initial reports of ownership, reports of changes in ownership and
annual reports of ownership of Common Stock and other equity securities of the
Company. Such directors, officers, and 10% stockholders are also required to
furnish the Company with copies of all such filed reports.

Based solely upon a review of the copies of such reports furnished to the
Company, or representations that no reports were required, the Company believes
that, except as hereinafter described, all of its directors, executive officers
and 10% shareholders complied with all filing requirements under Section 16(a)
in 1998. A Statement of Changes in Beneficial Ownership on Form 4 ("Form 4")
for one transaction was filed late by Mr. Robert Stanger and by Mr. Jerry Cady
for two transactions.

AGREEMENTS WITH CITIZENS

General

Citizens owns 100% of the outstanding Class B Common Stock of the Company,
which represents approximately 97% of the combined voting power of all of the
outstanding Common Stock. Leonard Tow, Chairman of the Board of the Company, is
the Chairman of the Board and Chief Executive Officer of Citizens. Daryl A.
Ferguson, Vice Chairman and Chief Executive Officer of the Company, is
President and Chief Operating Officer of Citizens. Robert J. DeSantis, Chief
Financial Officer of the Company, is the Chief Financial Officer of Citizens.
David B. Sharkey, President and Chief Operating Officer and a Director of the
Company, is an executive officer of Citizens. Stanley Harfenist and Robert
Stanger, Directors of the Company, are Directors of Citizens.

The Company's relationship with Citizens is governed by agreements entered
into with Citizens in connection with the IPO, including an Administrative
Services Agreement, a Tax Sharing Agreement, an Indemnification Agreement, a
Customers and Service Agreement and a Registration Rights Agreement, the
material terms of which are described below.

Administrative Services Agreement

The Administrative Services Agreement (the "Administrative Services
Agreement") provides for Citizens to render certain financial management
services, information services, legal and contract services, human resources
services and corporate planning services to the Company. Under the terms of the
Administrative Services Agreement, all of the services are rendered by Citizens
subject to the oversight, supervision and approval of the Company, acting
through its Board of Directors.

The administrative costs payable by the Company to Citizens pursuant to
the Administrative Services Agreement are not expected to exceed the fees that
would be paid if such services were to be provided by an independent third
party.

The Administrative Services Agreement will terminate on December 31, 2005,
unless earlier terminated by Citizens or the Company. The Administrative
Services Agreement will be automatically renewed for additional terms of two
years unless either party gives at least six months' written notice prior to a
scheduled termination date. The Administrative Services Agreement can be
terminated upon a material breach and will be terminated upon a change of
control of the Company. Pursuant to the Administrative Services Agreement, in
1998 the Company paid $4,827,000 in fees to Citizens, excluding reimbursement
for costs.

Tax Sharing Agreement

As the Company is included in Citizens' federal consolidated income tax
group, the Company's federal income tax liability is included in the
consolidated federal income tax liability of Citizens and its subsidiaries. The
Company is also included with certain Citizens subsidiaries in combined,
consolidated or unitary income tax groups for state and local tax purposes. The
Company and Citizens are parties to a federal, state and local tax-sharing
agreement (the "Tax Sharing Agreement"). Pursuant to the Tax Sharing Agreement,
the Company and Citizens make payments between them such that, with respect to
any period, the amount of taxes to be paid by the Company, subject to certain
adjustments, will generally be determined as though the Company were to file
separate federal, state and local income or franchise tax returns (including,
except as provided below, any amounts determined to be due as a result of a
re-determination of the tax liability of Citizens arising from an audit or
otherwise). The Company is responsible for any tax liability due any foreign
jurisdiction arising from its business activities. The Tax Sharing Agreement
will remain in effect so long as any taxing jurisdiction requires the filing of
a combined tax return by both Citizens and the Company.

Citizens has sole and exclusive responsibility for (i) preparing any tax
returns (including amended returns or claims for refund) of the Company; (ii)
representing the Company with respect to any tax audit or tax contest; (iii)
engaging outside counsel and accountants with respect to tax matters regarding
the Company; and (iv) performing such other acts and duties with respect to the
Company's tax returns as Citizens determines is appropriate. The amounts that
the Company will pay Citizens under the Administrative Services Agreement will
encompass reimbursement to Citizens for all direct and indirect costs and
expenses incurred with respect to the Company's share of the overall costs and
expenses incurred by Citizens with respect to tax related services.

Each member of a consolidated group is jointly and severally liable for
the federal income tax liability of each other member of the consolidated
group. Accordingly, although the Tax Sharing Agreement allocates tax
liabilities between the Company and Citizens, during the period in which the
Company is included in Citizens' consolidated group, the Company could be
liable in the event that any federal tax liability is incurred, but not
discharged, by any other member of Citizens' consolidated group.

Indemnification Agreement

The Company and Citizens are parties to an indemnification agreement (the
"Indemnification Agreement"). The Indemnification Agreement provides that the
Company will indemnify Citizens for any liabilities incurred by Citizens under
any guarantees of the Company's obligations or liabilities of the Company and
that the Company will pay Citizens for its direct costs, if any, of maintaining
such guarantees.

Registration Rights Agreement

The Company and Citizens are parties to a Registration Rights Agreement
(the "Registration Rights Agreement"). The Registration Rights Agreement
provides that, upon the request of Citizens, the Company, at its expense, will
use its best efforts to effect the registration under the applicable federal
and state securities laws of any of the shares of Common Stock (and any other
securities issued in respect of or in exchange therefor) held by Citizens for
sale in accordance with Citizens' intended method of disposition thereof and
will take such other actions necessary to permit the sale thereof in other
jurisdictions, subject to certain specified limitations. Citizens will also
have the right, at its expense, to include the shares of Common Stock held by
it in certain other registrations of common equity securities of the Company
initiated by the Company on its own behalf or on behalf of its other
shareholders.

Customers and Service Agreement

The Company and Citizens are parties to a Customers and Service Agreement
(the "Customers and Service Agreement"). The Customers and Service Agreement
contains provisions prohibiting the Company from competing with Citizens for
customers in Citizens' existing service areas and in certain new lower density
territories which Citizens was or will be first to enter after the IPO.
Citizens has agreed that it will not compete with the Company in the service
territories in which the Company provided services prior to the IPO and in
certain new

higher density territories which the Company was or will be first to provide
services after the IPO. Neither Citizens nor the Company may solicit an
existing wholesale customer of the other company for services which such
customer is currently receiving under contract from the other company. The
relevant provisions were intended to permit the Company to continue all
activities in which it engaged prior to the IPO, and to expand into related
markets. The Customers and Service Agreement will remain in effect until
Citizens ceases to own a majority of the voting interest of the capital stock
of the Company or its designees cease to constitute a majority of the
directors.

Citizens' Guarantees of the Company's Obligations

Lease

In June 1995, the Company entered into agreements to lease certain
equipment to be constructed for the Company (the "Lease"). The lessor has
agreed to commit up to a maximum of $110,000,000 of the cost of purchasing and
installing the equipment. Rental obligations for the equipment commenced in
June 1995, and, with renewal options, will expire on April 30, 2002. Citizens
has guaranteed all obligations of the Company under the Lease and the Company
will pay Citizens a guarantee fee of 3.25% per annum of the amount of the
lessor's investment in the leased assets. At December 31, 1998, $110,000,000
was outstanding on the Lease.

Credit Facility

On November 2, 1997, the Company and Citizens entered into a five-year,
$400 million revolving Credit Facility with Citibank, as agent for a group of
lending banks. Citizens has agreed to guarantee all debt obligations under the
Credit Facility. The Credit Facility requires that Citizens maintain a minimum
net worth of at least $1 billion and continue to own at least 51% of the
outstanding Common Stock of the Company. The Company has agreed to pay Citizens
a guarantee fee at a rate of 3.25% per annum based on the average balance
outstanding. At December 31, 1998, the Company had outstanding loans payable to
Citibank in the amount of $284 million.

For 1998, the amount payable by the Company to Citizens was $8,614,000 in
fees for guarantees which Citizens provided to the Company under the Lease and
the revolving Credit Facility.

Refinancing of Obligations

Citizens and the Company have agreed that, if Citizens intends to reduce
its economic interest in the Company to less than 51%, Citizens will be
entitled to request the Company to refinance its obligations under the Lease
and the Credit Facility and the Company shall be obligated to use its best
efforts to do so. This refinancing would occur when Citizens reduces its
economic interest in the Company to less than 51%.

Telecommunications Services

Citizens has leased long term rights to fiber optic lines from the Company
for which Citizens has agreed to pay an annual fee of $360,000. Also, Citizens
and the Company have agreed to combine their purchases of long-haul services in
an arrangement with a long distance company in order to receive a lower unit
cost. The Company has agreed to reimburse Citizens for the cost of the
Company's usage. The current agreement has a twenty-four month term which
commenced May 1, 1997.

Citizens' Communications segment ("Citizens Communications") has
transactions in the normal course of business with the Company. Citizens
Communications is an Incumbent Local Exchange Carrier ("ILEC") in certain
markets in which the Company provides services. In order to provide services in
those markets, the Company purchases access from Citizens Communications. The
Company is charged the full-tariff rate for those services, which was
$4,790,000 in 1998, representing usage based charges for the services provided.
Citizens Communications purchases certain services from the Company at
prevailing market rates. In 1998, the Company recognized revenue in the amount
of $2,882,000 for such related party transactions.

Separation Agreement

On May 18, 1998, Citizens announced its plans to separate its
telecommunications businesses and public services businesses into two
stand-alone publicly-traded companies. Citizens intends to establish and
transfer to a new company ("Newco") all of its telecommunications businesses,
including its approximate 83% interest in the Company. This separation is
subject to federal and state regulatory approvals and final Board approval, and
is expected to be carried out through a distribution in the stock of the new
company to Citizens' shareholders. The public services businesses will continue
to operate as Citizens Utilities Company and intend to provide gas transmission
and distribution, electric transmission and distribution, water distribution
and wastewater treatment services. This separation is being made in recognition
of the different investment features, performance criteria, capital structures,
dividend policies, customers' requirements and regulatory designs of each
business, and would allow each business to pursue its own strategy and compete
more effectively in its respective markets. The separation will strengthen both
businesses and enable each of them to take full advantage of opportunities to
enhance value.

Citizens received an order from the Federal Energy Regulatory Commission
that granted an approval necessary to proceed with its separation plans.
Citizens filed a request with the Internal Revenue Service for a private letter
ruling that the transaction is not subject to federal income tax. Citizens has
filed petitions with numerous state regulatory agencies for the approvals
necessary to proceed with its separation plans and to date has received the
necessary approval from a number of these agencies. An application with the
Federal Communications Commission for the transfer of certain licenses and
filings with the Securities and Exchange Commission will also be made during
the separation process. The transaction is expected to be completed in the
second half of 1999.

Although Citizens continues to aggressively pursue its separation plans,
changing market conditions and new business opportunities may require it to
consider other methods to enhance shareholder value, including the sale or
other disposition of certain businesses and the acquisition of businesses
similar to those that Citizens retains.

In the event that the separation occurs, Citizens anticipates that all of
its intercompany agreements with the Company would be assigned to Newco.

Other

In the future, additional transactions (such as the separation described
above) may occur and agreements may be reached between the Company and Citizens
in a number of areas relating to their past and ongoing relationships,
including potential acquisitions of businesses or properties or other corporate
opportunities, potential competitive business activities, payment of dividends,
incurrence of indebtedness, guarantees, tax matters, financial commitments,
marketing functions, indemnity arrangements, registration rights,
administrative and services arrangements, and issuances or sales of capital
stock of the Company.

APPROVAL OF AMENDMENT TO ELECTRIC LIGHTWAVE, INC.
EQUITY INCENTIVE PLAN

The Company's 1997 Equity Incentive Plan (the "Plan") was approved by the
stockholders at the 1998 Annual Meeting. The Plan was intended to provide
equity incentives to attract and retain employees. As of February 28, 1999,
2,957,950 shares of Common Stock had been granted under the Plan and only
1,212,650 shares of Common Stock remained available for future grant under the
Plan. On February 23, 1999, the Board of Directors upon recommendation of its
Compensation Committee unanimously adopted, subject to stockholder
ratification, an amendment to the Plan to increase the maximum number of shares
of Common Stock which may be issued under the Plan from 4,170,600 shares to
6,670,600 shares. A copy of the full text of the amendment is included as
Appendix A to this Proxy Statement.

Purpose Of The Plan

The purpose of the Plan is to provide compensation incentives for high
levels of performance and productivity by employees of the Company and its
Participating Companies (as defined below) and individuals who perform services
for the Company as director, consultant or otherwise. The Plan is intended to
strengthen the Company's existing operations and its ability to attract and
retain outstanding personnel upon whose judgment, initiative and efforts the
continued efficiency, productivity, growth and development of the Company is
dependent, as well as encourage such personnel to have a greater personal
financial investment in the Company through ownership of its Common Stock.

A copy of the Plan as amended is available upon request in writing or by
telephone from Shareholder Services, Electric Lightwave, Inc., 3 High Ridge
Park, Stamford, CT 06905, and the following description is qualified in its
entirety by the full text of the Plan as amended.

Shares Subject to the Plan; Duration of the Plan

Awards granted under the Plan relate to shares of the Company's Class A or
Class B Common Stock. The maximum number of shares of Common Stock which will
be issued pursuant to awards at any time will be no more than 6,670,600 shares,
or 13.4% of currently outstanding Common Stock. No individual may be granted
more than 500,000 shares in any calendar year if the award is denominated in
number of shares or, if the award is denominated in dollars, $750,000 in dollar
value. These shares are divided among the various components of the Plan in
such manner as the Compensation Committee of the Board of Directors (referred
to throughout the remainder of this description of the Plan as the "Committee")
may determine or authorize. No awards may be granted more than ten years after
the effective date of the Plan.

Any shares of Common Stock which were issued and have been forfeited or
were subject to awards under the Plan which have expired or terminated for any
reason will thereupon become available for issuance pursuant to awards granted
thereafter during the term of the Plan, except for awards to "covered
employees" within the meaning of Section 162(m) of the Code and as required to
conform to the requirements of Rule 16b-3 under the Exchange Act or other
applicable law. Shares of Common Stock received by the Company in connection
with the exercise of an award are also available for issuance under the Plan,
subject to the limitations noted above.

The number and kind of securities which are authorized to be issued under
the Plan or pursuant to then outstanding awards are subject to adjustments to
prevent enlargement or dilution of rights resulting from stock dividends, stock
splits, recapitalizations, reorganizations or similar transactions.

The average of the high and low bid and ask prices quoted on NASDAQ for
the Company's Class A Common Stock on March 1, 1999 was $8.1875 per share.

Participation

All employees, officers and directors of the Company and Participating
Companies and individuals who perform services for the Company as a director,
consultant or otherwise upon whose judgment, initiative, productivity, growth
and development of the Company is dependent are eligible for selection to
participate in the Plan. A Participating Company is the Company or any
subsidiary or other affiliate of the Company which is 50%

or more owned directly or indirectly by the Company or which owns 50% or more
of the voting power of the shares of Common Stock of the Company or is
controlled by, or controls, or is under common control with the Company. The
Committee and the Board have made awards of shares under the Plan in connection
with the public offering of shares of Class A Common Stock and have made
subsequent awards.

Administration

The Plan is administered by the Committee consisting of members of the
Board of Directors. The Administration of the Plan is intended to satisfy any
"nonemployee director" or similar requirements under the Securities Exchange
Act of 1934 rules and "outside directors" or similar requirements under Section
162(m) of the Code. Subject to the express provisions of the Plan, the
Committee is authorized among other things, to (a) determine those eligible
individuals or groups to whom awards may be granted; (b) grant awards to any
eligible individual; (c) determine the terms and conditions (which need not be
identical) of each award; (d) establish and modify performance objectives; (e)
determine the rights of each participant after employment or the rendering of
services has terminated and the periods during which any rights may be
exercised; (f) modify or amend any award (by cancellation and re-grant or
substitution of awards or otherwise and with terms and conditions more or less
favorable to the employee) or waive any restrictions or conditions applicable
to any award or the exercise or realization thereof (except that, with certain
exceptions based on regulation, the Committee may not undertake any such
modifications, amendments or waivers if the effect thereof, taken as a whole,
adversely and materially affects the rights of any recipient of a previously
granted award without his or her consent); (g) prescribe and rescind rules,
regulations and policies for the administration of the Plan; (h) interpret,
construe and administer the Plan and any related award agreement and define the
terms employed therein; and (i) make all of the determinations necessary or
advisable with respect to the Plan or any award granted thereunder. Any power,
action, authority, or discretion granted to or exercisable by the Committee
pursuant to the provisions of the Plan may, if the Committee or the Board so
determines, be exercised by or delegated by the Board.

Awards

Stock Options

Under the Plan, a Stock Option, which may be a non-qualified or an
incentive stock option, may be granted either alone or in conjunction with one
or more other awards. The exercise price, except in the discretion of the
Committee in the case of non-statutory options granted to new employees or
others who commence to render services, shall be equal to or greater than the
85% of the fair market value of the underlying Common Stock on the date of
grant or, in the case of a SAR or incentive Stock Options, 100% of the fair
market value on such date. The term of each Stock Option shall also be
determined by the Committee but may not exceed ten years from the date of
grant. Upon exercise, the option price of each Stock Option is payable by the
option holder in cash or, in the sole discretion of the Committee, through the
delivery of shares of the Company's Common Stock valued at their fair market
value as determined by the Committee, or in a combination of cash and shares.
The Committee may grant a replacement Stock Option to an option holder to
replace the shares which the option holder delivered to the Company. The
Committee may also accept the surrender of the right to exercise any Stock
Option for payment in cash or shares or any combination thereof. The Committee
may also grant stock appreciation rights, free standing or in tandem with Stock
Options, which entitle the holder thereof to receive a similar payment at his
or her election.

The Committee may grant a replacement Stock Option to an employee for a
number of shares equal to the number of shares which the option holder
delivered to the Company in payment of, or sold for payment of, the price of
any Stock Option or stock purchase right or any related income taxes with
respect to any such Stock Option or stock purchase right of the Company held by
the employee. The option price of any replacement Stock Option shall be subject
to the restrictions summarized above, except that the option price may not be
less than 100% of the fair market value of the Common Stock delivered to the
Company on the date of such payment.

The Committee is also authorized, in its sole discretion and upon such
terms and conditions as it may deem appropriate, to accept the surrender of the
right to exercise any Stock Option granted under the Plan as to all or any of
the shares as to which the Stock Option is then exercisable for alternative
settlement by payment to the option holder of an amount not to exceed the
difference between the option price and the then fair market value

of the shares as to which such right of exercise is surrendered. Such payment
may be made in cash or in shares of the Company's Common Stock (valued at the
then fair market value) or any combination thereof as the Committee determines
in its sole discretion. The Committee may also grant stock appreciation rights,
free standing or in tandem with Stock Options, which entitle the holder thereof
to receive a similar payment at his or her election.

Other Stock-based Awards

In order to enable the Company and the Committee to respond quickly to
significant developments in applicable tax and other legislation and
regulations and to trends in executive compensation practices, the Plan also
authorizes the Committee to grant other stock-based awards to employees
eligible for selection to participate in the Plan. Other stock-based awards
will consist of awards that are valued in whole or in part by reference to, or
otherwise based on, the Company's Common Stock and may include, but are not
limited to, performance shares, restricted stock, and deferred stock. Reference
is made to the Plan for Plan provisions applicable to performance shares,
restricted stock and deferred stock. Subject to the terms of the Plan, the
Committee may determine any and all terms and conditions of other stock-based
awards. The total number of shares of Common Stock which may be issued pursuant
to all components of the Plan may not exceed the limit stated above under
"Shares Subject to the Plan; Duration of the Plan."

The Plan also authorizes the Committee to grant other stock-based awards
to eligible individuals, which consist of awards that are valued in whole or in
part by reference to, or otherwise based on, the Company's Common Stock and may
include, but are not limited to, restricted stock, performance shares, phantom
shares, and deferred stock. Subject to the terms of the Plan the Committee may
determine any and all terms and conditions of all stock-based awards. The
performance objectives determined by the Committee for each performance share
award shall be based on: stock price; market share; sales; earnings per share;
operating cash flow; free cash flow; net income or loss; net income or loss
adjusted to exclude specified items such as gain or losses from extraordinary
or non-recurring items and non-cash expense and income, and before specified
expense items such as interest, depreciation, amortization and income taxes;
EBITDA; revenues; return on equity or assets; cost control; or a combination of
any of the foregoing.

Payment or settlement of other stock-based awards is in cash or in shares
of the Company's Common Stock or in any combination thereof as the Committee
determines in its sole discretion. The Committee may permit the payment of
withholding taxes due in connection with awards under the Plan by the
withholding of shares to be issued under the award or by the employee's
delivery of other shares of Common Stock of the Company.

Change in Control Provisions

Awards may include, or may incorporate from any relevant guidelines
adopted by the Committee, terms which provide that any or all of the following
actions or consequences, with any modifications adopted by the Committee, may
occur as a result of, or in anticipation of, any Change in Control (as defined
below) to assure fair and equitable treatment of participants: (i) acceleration
of time periods for purposes of vesting, or realizing gain from, any
outstanding award (including the immediate exercisability in full of Options
held for six months or more); (ii) purchase of any outstanding award from the
holder for its equivalent value, as determined by the Committee; (iii)
adjustments or modifications to outstanding awards, including the modification
or elimination of restrictions and performance goals, as the Committee deems
appropriate to maintain and protect the rights and interests of participants. A
"Change in Control" is defined to mean the occurrence of any of the following
events: (i) a person or group (other than Citizens) becomes the owner of stock
having 20% or more of the total number of votes that may be cast for the
election of members of the Board; (ii) a consolidation or merger or sale of
assets in which the Company is not the surviving corporation or, subject to
exceptions, pursuant to which the Company's stock will be converted into cash,
securities or other property or a sale, lease, exchange or other transfer of
51% or more of the assets of the Company; or (iii) as a result of or in
connection with any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any combination of the
foregoing transactions, the persons who are members of the Board before the
transaction shall cease to constitute a majority of the Board of the Company.

The Plan is subject to amendment or termination at any time by the Board
of Directors. However, no amendment or modification would become effective
unless approved by the affirmative vote of the stockholders of the Company if
such approval is necessary or deemed desirable for the continued validity of
the Plan or its compliance with any tax or securities law rule or regulation of
any stock exchange or stock market, or other legal or regulatory requirement.

These provisions in the Plan allowing the Committee to award accelerated
vesting upon a Change in Control could in some circumstances have the effect of
an "anti-takeover" defense because, as a result of these provisions, a Change
in Control of the Company could be more difficult or costly. This, however, is
not the Company's intention in adopting the Plan, because the purpose of the
Plan is to attract and retain the most qualified persons available to
contribute to the future success of the Company.

Federal Income Tax Consequences

The following is a brief summary of the principal federal income tax
consequences under current federal income tax laws relating to awards under the
Plan.

Stock Options

Under the Plan, the Committee may grant options which either qualify or do
not qualify as "incentive stock options" as defined in Section 422 of the Code.
No taxable income will be realized by an option holder and no deduction will be
available to the Company upon the grant of either type of option. However, the
tax consequences of the exercise of the option and subsequent disposition of
the shares received upon exercise will depend upon which type of option is
granted.

Incentive Stock Options

No regular taxable income will be realized by an option holder upon the
exercise of an incentive stock option if the holding period and employment
requirements contained in the Code are met. However, the spread between the
exercise price and the fair market value on the date of exercise will be an
item of tax preference which may give rise to alternative minimum tax liability
at the time of exercise. Under the holding requirements, the option holder must
not dispose of the shares within two years of the date the Option was granted
nor within one year from the time of exercise; and the option holder generally
must exercise the Option while employed by the Company or its subsidiaries or
within three months after the termination of such employment.

Upon the subsequent disposition of shares acquired through the exercise of
an incentive stock option after satisfaction of the above holding period and
employment requirements, any gain or loss realized upon such disposition will
be treated as capital gain or loss to the optionee, and the Company will not be
entitled to any income tax deduction in respect to the exercise of the Option
or the disposition of the shares received upon exercise. For purposes of
determining the amount of such gain or loss, the option holder's tax basis in
the shares will be the option price.

If the holding period or employment requirements are not met, the Option
will be treated as one which does not meet the requirements of the Code for
incentive stock options, and the tax consequences in the following paragraphs
for non-qualified options generally apply. However, in the event shares
acquired pursuant to an incentive stock option are disposed of prior to meeting
the holding period requirements, gain or loss will be recognized at that time
and measured as the difference between the sales price and the option price;
but the amount of ordinary income to the optionee, if any, cannot exceed the
excess, if any, of the fair market value of the stock at exercise over the
option price.

Non-qualified Stock Options

At the time of exercise of a non-qualified option, an option holder will
realize taxable income at ordinary income tax rates, and the Company will be
entitled to a deduction in the amount by which the then fair market value of
the shares purchased exceeds the option price of the shares. The option
exercise may be subject to applicable reporting or withholding requirements of
the tax law.

Upon the subsequent disposition of shares received upon exercise of a
non-qualified option, an option holder will also realize income or loss in an
amount equal to the difference between the sales price of the shares

and the fair market value of the shares used for computing ordinary income or
loss realized in connection with the exercise of the Option. The income or loss
will be long, medium or short-term capital gain or loss depending upon the
length of time the shares have been held from the date as of which ordinary
income or loss was recognized in connection with the exercise of the Option.

Stock Appreciation Rights

The exercise of a stock appreciation right will result in ordinary income
to the holder in the year the stock appreciation right is exercised. The amount
of income recognized will be equal to the total value of all cash and the fair
market value of the Common Stock received pursuant to the exercise of the stock
appreciation right. The Company will be entitled to a corresponding income tax
deduction equal to such amount subject to certain requirements. The tax
treatment of a stock appreciation right is the same whether the stock
appreciation right is exercised in conjunction with an incentive stock option
or a non-qualified stock option.

All Stock Options

If an option holder tenders shares of the Company's Common Stock in
partial or full payment of the option price for shares to be acquired through
the exercise of an option, the Option holder generally will not recognize any
taxable gain or loss on the tendered shares. However, if the shares tendered
were previously acquired upon the exercise of an incentive stock option and
such exercise occurs prior to satisfaction of the holding period requirement
for the tendered shares, the tender of such shares will be an early disposition
with the tax consequences described above for an early disposition of shares
acquired upon exercise of an incentive stock option.

In the case of a tender of shares in partial or full payment of the option
price, the option holder's tax basis in the shares received upon exercise of
the option is not uniform. The number of shares acquired that equals the number
of shares tendered will take the tax basis of the tendered shares including the
effect of the tax consequences of any early disposition. The additional shares
acquired in excess of the number of shares tendered will have a tax basis equal
to the ordinary income realized on the exercise in the case of a non-qualified
option. In the case of an incentive stock option, the tax basis in the
additional shares will be zero.

Cash payments by the Company to an option holder upon surrender of the
right to exercise any stock option are subject to withholding and are taxable
to the option holder at ordinary income tax rates and deductible by the Company
at the time of payment. When such payments are made in shares of the Company's
Common Stock, the fair market value of the shares at the time of payment are
taxable to the option holder at ordinary income tax rates and deductible to the
Company. Upon the disposition of the shares received, taxable income or loss
also will be realized in an amount equal to the difference between the sales
price of the shares and the fair market value of the shares on the date they
were taxable to the option holder. The income or loss will be a capital gain or
loss depending upon the period of time the shares have been held by the option
holder.

Other Stock-based Awards

Generally, an employee will not realize any income upon the grant of other
stock-based performance awards. Upon the payment of other stock-based awards,
an employee will realize compensation taxable as ordinary income, and the
Company will be entitled to a corresponding deduction in an amount equal to the
sum of any cash received by the employee plus the fair market value of any
shares of Common Stock received by the employee. However, if any such shares
are subject to substantial restrictions such as a requirement of continued
employment or the attainment of certain performance objectives, the employee
will not recognize income and the Company will not be entitled to a deduction
until the restrictions lapse, unless the employee elects otherwise. The amount
of the employee's income and the Company's deduction will be the fair market
value of the shares at the time the restrictions lapse.

An employee will not realize any taxable income upon the grant of an award
of restricted stock unless the employee elects to be taxed at that time in
accordance with Section 83 of the Code. Generally, any dividends received by
the employee with respect to shares of restricted stock prior to the date the
employee realizes income with respect to such an award will be treated by the
employee as compensation taxable as ordinary income; and the Company will be
entitled to a deduction equal to the amount of ordinary income realized by the
employee. Upon the lapse of restrictions on restricted stock which may occur in
accordance with terms of such restriction,

the employee will realize taxable income and the Company will be entitled to a
corresponding deduction equal to the excess of the fair market value of the
shares at that time over any amount paid for the shares. The employee may be
subject to the withholding requirements of the tax law.

The foregoing federal income tax information is a summary only and does
not purport to be a complete statement of the relevant provisions of the Code.

Amendment, Termination and Expiration

The Plan is subject to amendment or termination at any time by the
Company's Board of Directors. However, no amendment or modification would
become effective unless approved by affirmative vote of the stockholders of the
Company if such approval is necessary for the continued eligibility of the Plan
or its compliance with Rule 16b-3 or any successor rule under the Securities
Exchange Act of 1934, Section 162(m) of the Code, or any other rule or
regulation.

Recommendation

The Board of Directors recommends a vote to amend the Plan to increase the
number of shares of Common Stock which may be issued under the Plan to
6,670,600, subject to adjustment for stock dividends, stock splits and other
future changes in the Company's capital stock. The proposed amendment to the
Plan is necessary to continue the Plan in effect, which the Board of Directors
believes strengthens the Company's existing operations and its ability to
attract and retain outstanding personnel upon whose judgment, initiative and
efforts the continued efficiency, productivity, growth and development of the
Company is dependent, as well as encourage such personnel to have a greater
personal financial investment in the Company through ownership of its Common
Stock. Approval of the amendment to the Plan requires the affirmative vote of
holders of a majority of the votes cast on the amendment at the annual meeting.

APPROVAL OF AMENDMENT TO ELECTRIC LIGHTWAVE, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN

General

The Company's 1998 Employee Stock Purchase Plan (the "Purchase Plan") was
approved by stockholders at the 1998 Annual Meeting. The Purchase Plan provides
eligible employees of the Company with an opportunity to purchase Class A
Common Stock of the Company. As of February 28, 1998, 94,805 shares of Class A
Common Stock had been purchased under the Purchase Plan and only 105,195 shares
remained available for future purchases under the Plan. On February 23, 1999,
the Board of Directors, upon the recommendation of its Compensation Committee
unanimously adopted, subject to stockholder ratification, an amendment to the
Purchase Plan which will increase the number of shares of Class A Common Stock
which may be issued under the Purchase Plan from 200,000 shares to 1,950,000
shares. A copy of the full text of the amendment to the Purchase Plan is
included as Appendix B to this Proxy Statement.

The purpose of the Purchase Plan is to enable eligible employees (which
generally includes all full-time employees of the Company) to acquire a
proprietary interest in the Company through ownership of Class A Common Stock.
It is believed that employees who participate in the Purchase Plan will have a
closer identification with the Company by virtue of their ability as
stockholders to participate in the Company's growth and earnings.

A copy of the Purchase Plan as amended is available upon request in
writing or by telephone from Shareholder Services, Electric Lightwave, Inc., 3
High Ridge Park, Stamford, CT 06905, and the following description is qualified
in its entirety by the full text of the Plan as amended.

As of February 28, 1999, 468 of the 1,027 eligible employees of the
Company were enrolled for payroll deduction under the Purchase Plan. Six of the
Company's executive officers were participants. The extent of the participation
in the Purchase Plan and the number of shares purchased under the Purchase Plan
demonstrates its success in achieving its goals and the desirability of
extending its life.

The Board of Directors believes that the approval of the amendment to the
Purchase Plan will further the employees' identification with the Company and
their alignment with the interests of the stockholders.

Terms of Offers

Under the Purchase Plan, generally speaking, any person who is regularly
employed by the Company or a subsidiary who is able to authorize payroll
deductions is eligible to participate. A committee of the Board of Directors
shall make offers under the Purchase Plan and, for each offer, will specify the
number of shares to be made available for purchase, the length of the
subscription period (during which Eligible Employees may elect to purchase
shares), the length of the purchase period (the period during which payroll
deductions will be made in an amount calculated to cover the purchase price of
the stock to be purchased by the end of the Purchase Period) and all other
terms and conditions. The length of the subscription period and the Purchase
Period may not together exceed twenty-seven months. During the subscription
period, Eligible Employees will be advised of the terms of the offer and may
indicate if they wish to participate in the offer. Beginning on the effective
date of an offer (which is the first day of the Purchase Period), Eligible
Employees may subscribe to purchase shares of Class A Common Stock at 85% of
the average of the high and low prices of said Common Stock on the first or
last day of the Purchase Period, whichever is lower. The maximum number of
whole shares which may be purchased by an Eligible Employee in a Purchase
Period will be fixed by dividing the purchase price per share into the total
payroll deductions of the employee, subject to a maximum number of shares per
Eligible Employee which will be determined by the committee. In no event may an
employee subscribe to purchase shares (i) totaling in any one year more than
20% of annual salary rate on the first day of the purchase period, (ii) if
after giving effect to the purchase of such shares, the employee will have more
than 5% of the combined voting power of all outstanding shares of the capital
stock of the Company, or (iii) totaling in any one year together with any other
shares purchasable under any other employee stock option plan under Section 423
of the Code more than $25,000 (determined as of the first day of the Purchase
Period). Pursuant to the Purchase Plan, the purchase price for such shares is
paid through uniform payroll deductions over a Purchase Period. Employees may
cancel their subscription to purchase at any time prior to the end of the
Purchase Period and receive in cash the amount credited to their account.
Partial cancellation is also permitted. Upon death or retirement, an Eligible
Employee or his representative may continue to make installment payments or a
lump sum payment in cash, or may cancel a subscription to purchase.

Federal Tax Consequences

Generally, the Company's grant of an option under the Purchase Plan and
the subsequent transfer of shares to an employee pursuant to the employee's
exercise of the option will have no immediate tax consequences for the Company
or the employee.

An employee who disposes of the shares after holding them for a period
which is at least two years after the date of the granting of the option to him
and at least one year after the date the shares are received or an employee who
dies while holding the shares will recognize as compensation income, taxable at
ordinary rates, an amount equal to the lesser of (i) the excess of the fair
market value of the shares at the time of disposition or death over the amount
paid for the shares under the option or (ii) the excess of the fair market
value of the shares at the time the option was granted over the option price.
Any additional gain recognized upon the disposition will be capital gain, a
portion of which might be subject to an alternative minimum tax on items of tax
preference. When the aforementioned holding period requirement is met, the
Company will receive no deduction for amounts taxable as ordinary income to the
employee. If the holding period requirements are not satisfied, then, upon
disposition of shares purchased pursuant to the Purchase Plan, an Eligible
Employee would realize ordinary income to the extent of the difference between
the option price and the fair market value of the shares on the date of
exercise of the option and any subsequent gain or loss would be capital gain or
loss. The Company would generally be entitled to a deduction equal to the
difference between the option price and the fair market value of the shares on
the date of the exercise of the option in such event.

Recommendation

The Board of Directors recommends a vote to amend the Purchase Plan to
increase the number of shares of Class A Common Stock which may be issued under
the Purchase Plan to 1,950,000 shares, subject to adjustment for stock
dividends, stock splits and other future changes in the Company's capital
stock. Approval of the amendment to the Purchase Plan requires the affirmative
vote of holders of a majority of the votes cast on the amendment at the annual
meeting.

GENERAL

Representatives of KPMG Peat Marwick LLP, the Company's independent public
accountants, are expected to be present at the annual meeting with an
opportunity to make a statement if they desire to do so, and will be available
to respond to appropriate questions.

OTHER MATTERS

The management does not know of matters other than the foregoing that will
be presented for consideration at the meeting.

STOCKHOLDER PROPOSALS

For proposals, if any, to be considered for inclusion in the proxy
materials for the 2000 annual meeting, they must be received by November 23,
1999. Under the Company's Bylaws, if any stockholder intends to propose at the
Annual Meeting a nominee for director or the adoption or approval of any other
matter by the stockholders, other than matters included in the proxy statement
in accordance with the foregoing sentence, the proponent must give written
notice to the Company no earlier than January 1, 2000 nor later than February
15, 2000.

The entire cost of soliciting management proxies will be borne by the
Company. Proxies will be solicited by mail and may be solicited personally by
directors, officers or regular employees of the Company, who will not be
compensated for such services. Morrow & Co. has been retained to assist in
soliciting proxies at a fee of $1,500, plus distribution costs and other
expenses.

By Order of the Board of Directors

Charles J. Weiss
Secretary

Appendix A

FIRST AMENDMENT TO
ELECTRIC LIGHTWAVE, INC.
1997 EQUITY INCENTIVE PLAN

This FIRST AMENDMENT (this "Amendment") to Electric Lightwave, Inc. 1997
Equity Incentive Plan (the "Plan") is made on this 23rd day of February, 1999,
by Electric Lightwave, Inc.. (the "Company"), a corporation duly organized and
existing under the laws of the State of Delaware.

WHEREAS, the Company has determined that it is in its best interests to
amend the Plan as set forth herein.

NOW THEREFORE, upon approval of this Amendment by the Board of Directors
and the Stockholders of the Company, the Plan shall be amended as follows:

1. Section 3, paragraph (a) of the Plan shall be amended by deleting the
number "4,170,600" in the first sentence of such paragraph and replacing it
with the number "6,670,600."

2. Except as specifically amended hereby, the Plan shall remain in full
force and effect as prior to this Amendment.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
on the day and year first above written.

ELECTRIC LIGHTWAVE, INC.

By:____________________________________
Name:
Title:

Appendix B

FIRST AMENDMENT TO
ELECTRIC LIGHTWAVE, INC.
EMPLOYEE STOCK PURCHASE PLAN

This FIRST AMENDMENT (this "Amendment") to Electric Lightwave, Inc.
Employee Stock Purchase Plan (the "Plan") is made on this 23rd day of February,
1999, by Electric Lightwave, Inc. (the "Company"), a corporation duly organized
and existing under the laws of the State of Delaware.

WHEREAS, the Company has determined that it is in its best interests to
amend the Plan as set forth herein.

NOW THEREFORE, upon approval of this Amendment by the Board of Directors
and the Stockholders of the Company, the Plan shall be amended as follows:

1. Section 7 of the Plan shall be amended by deleting the number
"200,000" at the end of the second sentence in the first paragraph of such
section and replacing it with the number "1,950,000."

2. Except as specifically amended hereby, the Plan shall remain in full
force and effect as prior to this Amendment.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
on the day and year first above written.

ELECTRIC LIGHTWAVE, INC.

By:____________________________________
Name:
Title:

See Advance Registration Form on back cover.

Electric Lightwave, Inc.
1999 Annual Meeting of Stockholders
2:30 p.m., Central Time, May 20, 1999

Wyndham Anatole Hotel
Dallas, Texas

ADVANCE REGISTRATION FORM
(for registered stockholders only)*

Please send your completed and signed proxy form in the enclosed envelope.
Include this Advance Registration Form in the envelope if you plan to attend or
send a representative to the Annual Meeting.

Attendance at the Annual Meeting is limited to Electric Lightwave's
stockholders, or their authorized representative, and guests and employees of
the Company.

Cut off at dotted line.
...............................................................................
(Please type or print)

Stockholder's
Name
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

City State Zip
-------------------------------------- ------------------ ------------

I am an Electric Lightwave stockholder. My representative at the Annual Meeting
will be:

- --------------------------------------------------------------------------------
(Admission card will be returned c/o the stockholder's address.)

- --------------------------------------------------------------------------------
Stockholder's Signature

* If your shares are held in the name of any intermediary, please see
instructions in the President's letter (front cover of this proxy
statement).