8-K

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):  October 4, 2007

RURAL CELLULAR CORPORATION
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State or other Jurisdiction of Incorporation)
0-27416	41-1693295
(Commission File Number)	(IRS Employer Identification No.)
3905 Dakota Street S.W., Alexandria, Minnesota	56308
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s Telephone Number, Including Area Code		(320) 762-2000

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 (see General Instruction A.2. below):

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

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

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

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

Item 8.01.               Other Events.

On October 4, 2007, the shareholders of Rural Cellular Corporation (the "Company") approved the adoption of the Agreement and Plan of Merger, dated as of July 29, 2007, by and among Cellco Partnership, a Delaware general partnership doing business as Verizon Wireless, AirTouch Cellular, a California corporation and an indirect wholly-owned subsidiary of Verizon Wireless, Rhino Merger Sub Corporation, a Minnesota corporation and a wholly-owned subsidiary of AirTouch Cellular, and the Company and the transactions contemplated thereby. The related press release issued by the Company is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, on September 28, 2007, the Company and Verizon Wireless received a request for additional information from the Antitrust Division of the U.S. Department of Justice ("DOJ") regarding the proposed merger. The information request, also known as a "second request," was issued under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act").

The effect of the second request is to extend the waiting period imposed by the HSR Act until 30 days after the Company and Verizon Wireless have substantially complied with the request for additional information, unless the period is extended voluntarily by the parties or terminated sooner by the DOJ. The Company continues to expect the transaction to close in the first half of 2008.

Item 9.01.               Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated October 4, 2007

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated October 4, 2007

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.

	RURAL CELLULAR CORPORATION
	/s/ Richard P. Ekstrand
	Richard P. Ekstrand
	President and Chief Executive Officer
October 4, 2007

EX-99.1

Exhibit 99.1

Rural Cellular Corporation Shareholders

Approve Merger Agreement with Verizon Wireless

October 4, 2007 –– ALEXANDRIA, Minn. –– Rural Cellular Corporation (“RCC” or “the Company”) (NASDAQ: RCCC) today announced that its shareholders voted to approve the merger agreement providing for the acquisition of Rural Cellular Corporation by Verizon Wireless for approximately $2.67 billion in cash and assumed debt.

Richard Ekstrand, president and CEO of Rural Cellular Corporation, said, “Today’s election reflects a decisive vote by our shareholders to merge with Verizon.  The merger represents a tremendous opportunity for our rural service areas to benefit from Verizon’s scale and cutting-edge technology.  As we move forward in this consolidation process, both Rural and Verizon teams are working diligently to assure a seamless and timely integration of the two companies.”

Based on the preliminary tally of shares voted, approximately 88% of the combined voting power of RCC’s Class A common stock, Class B common stock, and Class M preferred stock outstanding and entitled to vote at the special meeting voted in favor of the merger agreement.

The acquisition is subject to certain closing conditions, including governmental and regulatory approvals, and is expected to close in the first half of 2008.  When the merger is completed, the holders of RCC’s common stock will be entitled to receive $45 in cash, without interest, for each share of RCC’s common stock owned by such holders.

About the Company

Rural Cellular Corporation, based in Alexandria, Minnesota, provides wireless communication services to Midwest, Northeast, South and Northwest markets located in 15 states.  For additional information on the Company and its operations, please visit its Web site at www.unicel.com.

Forward-looking statements

Statements about RCC’s future prospects, including, but not limited to, the expected timing of the completion of the merger, are forward-looking and, therefore, involve certain risks and uncertainties, including, but not limited to: the satisfaction of conditions to closing, including, without limitation, receipt of governmental and regulatory approvals, competitive considerations, success of customer enrollment and retention initiatives, the ability to increase wireless usage and reduce customer acquisition costs, the ability to deploy new network technology on a timely basis, the ability to service debt, governmental laws and regulations affecting the wireless industry, and other factors discussed in RCC’s Annual Report on Form 10-K for the year ended December 31, 2006 and from time to time in its other filings with the Securities and Exchange Commission.

Contact: Chris Boraas, Investor Relations Director – Equity (320) 808-2451

                Suzanne Allen, Treasurer – Preferred Securities and Debt (320) 808-2156

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