UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 8-K

                               CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934

        Date of Report (Date of Earliest Event Reported): May 5, 2009

                 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
           (Exact name of registrant as specified in its charter)

          Delaware                000-51446               02-0636095
   (State of Incorporation)      (Commission            (IRS employer
                                 File Number)        identification no.)


             121 South 17th Street
               Mattoon, Illinois                     61938-3987
   (Address of principal executive offices)          (Zip code)


     Registrant's telephone number, including area code: (217) 235-3311

                               Not Applicable
        (Former name or former address, if changed since last report)

   Check the appropriate box below if the Form 8-K filing is intended to
   simultaneously satisfy the filing obligation of the registrant under
   any of the following provisions:

   [  ] Written communications pursuant to Rule 425 under the Securities
        Act (17 CFR 230.425)

   [  ] Soliciting material pursuant to Rule 14a-12 under the Exchange
        Act (17 CFR 240.14a-12)

   [  ] Pre-commencement communications pursuant to Rule 14d-2(b) under
        the Exchange Act (17 CFR 240.14d-2(b))

   [  ] Pre-commencement communications pursuant to Rule 13e-4(c) under
        the Exchange Act (17 CFR 240.13e-4(c))







   ITEM 5.02.     DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
                  DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
                  COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

        AMENDED AND RESTATED CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
        2005 LONG-TERM INCENTIVE PLAN

        On May 5, 2009, the stockholders of Consolidated Communications
   Holdings, Inc. (the "Company") approved the Consolidated
   Communications Holdings, Inc. 2005 Long-Term Incentive Plan (As
   Amended and Restated Effective May 5, 2009) (the "Plan").  The Board
   of Directors of the Company (the "Board") had approved the Plan on
   March 9, 2009 subject to stockholder approval.

        The Plan is a compensation plan that provides for grants of stock
   options, stock appreciation rights, stock awards and stock unit awards
   to eligible employees and non-employee directors and grants of cash
   awards to eligible employees.

        The Plan was submitted for approval by the Company's stockholders
   to ensure that certain awards qualify as "performance-based
   compensation" under Section 162(m) of the Internal Revenue Code (the
   "Code"), and are thus fully deductible by the Company for federal
   income tax purposes. In addition, the Plan has been amended to among
   other things: (i) expand the list of performance criteria to which
   awards may be subject; (ii) provide for the payment of dividends with
   respect to stock unit awards as well as stock awards, but limit the
   payment of dividends on performance-based stock and stock unit awards
   such that they are paid only to the extent the related performance
   goals are satisfied; (iii) add share withholding as an alternative by
   which to pay the option exercise price; and (iv) provide for the
   settlement of stock unit awards in shares of stock as well as cash.

        The material terms of the Plan are:

        NUMBER OF SHARES AND MAXIMUM CASH INCENTIVE PAYMENTS.  The number
   of shares of the Company's common stock that may be issued under the
   Plan remains at 750,000 shares. Of these 750,000 shares: (i) the
   maximum number of shares issued as stock options to any participant in
   any calendar year is 300,000; (ii) the maximum number of shares
   pursuant to which stock appreciation rights are issued to any
   participant in any calendar year is 300,000; (iii) no stock awards or
   stock unit awards made in any calendar year can relate to shares
   having a fair market value on the date of grant that exceeds
   $6,000,000; and (iv) the maximum number of non-forfeitable shares
   subject to stock awards or stock unit awards that may be issued under
   the Plan is 300,000. In addition, no more than $5,000,000 may be paid
   to a participant for each year in any performance period under a Cash
   Incentive Program.

        Shares issuable under the Plan may be authorized but unissued
   shares or treasury shares. If there is a lapse, forfeiture,
   expiration, termination or cancellation of any award made under the
   Plan for any reason, the shares subject to the award will again be







   available for issuance. In addition, any shares subject to an award
   that are used as payment for an award or payment of withholding taxes
   due in connection with an award will again be available for issuance,
   and such shares will not count toward the number of shares issued
   under the Plan. The number of shares of common stock issuable under
   the Plan is subject to adjustment in the event of certain changes in
   the capital structure of the Company or similar transactions, and in
   each case, the Committee (as defined below) has the discretion to make
   adjustments it deems necessary to preserve the intended benefits under
   the Plan.

        No award granted under the Plan may be transferred, except by
   will and the laws of descent and distribution, or as permitted by the
   Committee with respect to a stock-based award transferred without
   value by the participant during his lifetime for estate planning
   purposes.

        ADMINISTRATION.  The Plan is administered by the Compensation
   Committee of the Board (the "Committee").  All members of the
   Committee satisfy the "non-employee director" definition under
   Rule 16b-3 of the Securities Exchange Act of 1934 and the "outside
   director" definition under Section 162(m) of the Code. The Committee
   has full authority to select the individuals who will receive awards
   under the Plan, determine the form and amount of each of the awards to
   be granted and establish the terms and conditions of awards.

        ELIGIBILITY.  All employees of the Company designated by the
   Committee and all non-employee directors of the Company are eligible
   to receive awards under the Plan.

        AWARDS TO PARTICIPANTS.  The Plan provides for awards of stock
   options, stock appreciation rights, stock awards and stock unit awards
   to all participants and for cash awards to participants who are
   employees. Each stock-based award made under the Plan will be
   evidenced by a written award agreement specifying the terms and
   conditions of the award as determined by the Committee in its sole
   discretion, consistent with the terms of the Plan.

        STOCK OPTIONS.  The Committee has the discretion to grant non-
   qualified stock options and incentive stock options to participants
   and to set the terms and conditions applicable to the options,
   including the type of option, the number of shares subject to the
   option and the vesting schedule; provided that the exercise price of
   each stock option shall not be less than the closing sales price of
   the Company's common stock on the date on which the option is granted
   ("fair market value") and each option shall expire 10 years from the
   date of grant.  Additional rules apply to incentive stock options.

        STOCK APPRECIATION RIGHTS.  The Committee has the discretion to
   grant stock appreciation rights to participants. Each right entitles
   the participant to receive the difference between the fair market
   value of the common stock on the date of exercise of the right and the
   exercise price thereof, multiplied by the number of shares with
   respect to which the right is being exercised. The stock appreciation







   right may be issued independently or together with a stock option, in
   which case the exercise of a stock appreciation right will cancel the
   related option with respect to the same number of shares for which the
   stock appreciation right was exercised, and the exercise of an option
   will cancel the related stock appreciation right with respect to the
   same number of shares for which the option was exercised. Upon
   exercise, the stock appreciation right will be paid in cash or in
   shares of common stock (based upon the fair market value on the date
   of exercise) or a combination thereof, as set forth in the award
   agreement. The Committee has the discretion to set the terms and
   conditions applicable to stock appreciation rights, provided that
   (i) the exercise price of each stock appreciation right will be not
   less than the fair market value of the common stock on the date of
   grant, and (ii) each stock appreciation right will expire 10 years
   from the date of grant.

        STOCK AWARDS.  The Committee has the discretion to grant stock
   awards to participants. The number of shares awarded to each
   participant, and the restrictions, terms and conditions of the award,
   will be at the discretion of the Committee. Subject to the
   restrictions, a participant will be a stockholder with respect to the
   shares awarded to him and will have the rights of a stockholder with
   respect to the shares, including the right to vote the shares and
   receive dividends on the shares; provided that dividends otherwise
   payable on any performance-based stock award, or stock dividends
   otherwise payable with respect to any stock award, will be held by the
   Company and will be paid only to the holder of the stock award to the
   extent the restrictions on such stock award lapse.

        STOCK UNIT AWARDS.  The Committee has the discretion to grant
   stock unit awards to participants. Each stock unit entitles the
   participant to receive, on a specified date or event set forth in the
   award agreement, one share of common stock of the Company or cash
   equal to the fair market value of one share on such date or event, as
   provided in the award agreement. The number of stock units awarded to
   each participant, and the terms and conditions of the award, will be
   at the discretion of the Committee. A participant will not be a
   stockholder with respect to the stock units awarded to him prior to
   the date they are settled in shares of common stock. Until the
   restrictions on the stock units lapse, the participant will be paid an
   amount equal to the dividends that would have been paid had the stock
   units been actual shares; provided that such dividend equivalents
   otherwise payable on any performance-based stock unit award, or stock
   dividend equivalents otherwise payable on any stock unit award, will
   be held by the Company and will be paid only to the holder of the
   stock unit award to the extent the restrictions on such stock unit
   award lapse.

        CASH INCENTIVE AWARDS.  The Committee has the discretion to adopt
   one or more Cash Incentive Programs, pursuant to which employees will
   be eligible for cash payments based upon the level of attainment of
   pre-established performance goals set by the Committee with respect to
   a performance period (which the Committee sets with a duration of one
   to five years). The Committee has the discretion to set the terms and







   conditions applicable to the cash incentive award, including the
   eligible employees, the performance criteria and goals and the amount
   of payments to be made upon attainment of the goals.

        PERFORMANCE-BASED COMPENSATION.  The Committee in its discretion
   may provide that any stock award or stock unit award will be subject
   to attainment of performance goals, including those that qualify the
   awards as "performance-based compensation" under Section 162(m) of the
   Code so that they are fully deductible by the Company for federal
   income tax purposes. Payments under any Cash Incentive Program shall
   be subject to the attainment of performance goals, including those
   that qualify the payment as performance-based compensation under
   Section 162(m) of the Code. In such case, the Committee will establish
   performance goals for certain performance periods and targets for
   achievement of the performance goals, and the performance-based
   restrictions on the stock award or stock unit award will lapse, and
   cash incentive payments will be made, if the performance goals and
   targets are achieved for the designated performance period. The
   performance goals will be based on one or more of the following
   criteria: (i) free cash flow; (ii) free cash flow per share;
   (iii) earnings before interest, taxes, depreciation, and amortization
   ("EBITDA"); (iv) improvement in EBITDA margins; (v) revenue growth;
   (vi) maintenance of targeted capital structure and leverage ratios;
   (vii) pre- or after-tax net income; (viii) earnings per share;
   (ix) share price performance; (x) total stockholder returns;
   (xi) economic value added; (xii) dividend payout ratio;
   (xiii) broadband subscriber net additions; (xiv) customer service
   operating results; (xv) network performance; and (xvi) any other
   criteria the Committee deems appropriate. Performance goals may be
   adjusted for any extraordinary items or other unusual or non-recurring
   items (including acquisition expenses, extraordinary charges, losses
   from discontinued operations, restatements and accounting charges and
   restructuring expenses), as may be determined by the Committee.

        PROVISIONS RELATING TO A "CHANGE IN CONTROL" OF THE COMPANY.  The
   Plan provides that if there is a "change in control" of the Company
   (as defined in Section 15 of the Plan), and there is no assumption of
   outstanding awards by the successor entity, or conversion of
   outstanding awards into comparable equity awards of the successor
   entity, then as of the effective date of the change in control all
   stock options and stock appreciation rights will vest and all
   restrictions on all outstanding stock awards and stock unit awards
   will lapse, and if any restrictions relate to satisfying performance
   goals, the performance goals will be deemed satisfied at target levels
   (unless the target level was exceeded for any performance goal before
   the effective date of the change in control, in which case the
   restrictions will lapse based on actual attainment of the performance
   goal). If required by the terms of the transaction, the Committee has
   the right to cancel such grants after having given the participants a
   reasonable time to exercise the options and stock appreciation rights
   and take necessary action to receive stock or cash pursuant to stock
   and stock unit awards. The Plan also provides that if in connection
   with the change in control the Plan awards are assumed or converted by
   the successor entity as described above, and within 24 months







   following the effective date of the change in control the
   participant's employment is terminated without cause or the
   participant terminates employment for good reason, or a participant
   who is a director is asked to resign for other than cause, all stock
   options and stock appreciation rights will vest and all restrictions
   on all outstanding stock awards and stock unit awards will lapse, and
   if any restrictions relate to satisfying performance goals, the
   performance goals will be deemed satisfied at target levels (unless
   the target level was exceeded for any performance goal before the date
   of termination of employment or service, in which case the
   restrictions will lapse based on actual attainment of the performance
   goal).

        AMENDMENT AND TERMINATION OF THE PLAN; TERM OF THE PLAN.  The
   Board may terminate, suspend or amend the Plan from time to time,
   without the approval of the stockholders, unless such approval is
   required by applicable law or stock exchange rule, provided that
   (i) no amendment shall be made to the Plan's change in control
   provisions after the date of the change in control which would
   adversely affect any rights that would vest on the effective date of
   the change in control, and (ii) no amendment shall result in the
   modification or cancellation of an award without the written consent
   of the participant, unless there is a dissolution, liquidation, change
   in control or change in capital structure of the Company.
   Notwithstanding the foregoing, there shall be no amendment to the Plan
   or any award agreement that results in the repricing of stock options
   without stockholder approval (except in the case of an equitable
   adjustment to the awards to reflect changes in the capital structure
   of the Company or similar events).

        TERM OF PLAN. The term of the Plan has been extended from July
   21, 2015 to May 5, 2019 (i.e., 10 years after the effective date of
   the Plan as amended and restated).

   ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

   (d)  EXHIBITS.

   Exhibit No.    Description
   -----------    -----------

   10.1           Consolidated Communications Holdings, Inc. 2005 Long-
                  Term Incentive Plan (As Amended and Restated Effective
                  May 5, 2009) (incorporated by reference to Exhibit A to
                  the Company's 2009 Proxy Statement for the Annual
                  Meeting held on May 5, 2009).







                                 SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of
   1934, the registrant has duly caused this report to be signed on its
   behalf by the undersigned hereunto duly authorized.


   Date: May 5, 2009
                            Consolidated Communications Holdings, Inc.


                            By:  /s/ Steven L. Childers

                                 --------------------------------------
                                 Name: Steven L. Childers
                                 Title: Senior Vice President and
                                        Chief Financial Officer







                                EXHIBIT INDEX


   Exhibit No.    Description
   -----------    -----------
   10.1           Consolidated Communications Holdings, Inc. 2005 Long-
                  Term Incentive Plan (As Amended and Restated Effective
                  May 5, 2009) (incorporated by reference to Exhibit A to
                  the Company's 2009 Proxy Statement for the Annual
                  Meeting held on May 5, 2009).