SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Seaport Capital Partners II, L.P. (Last) (First) (Middle) 199 WATER STREET, 20TH FLOOR (Street) NEW YORK NY 10038 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RURAL LEC ACQUISITION LLC [ OTT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/16/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/16/2004		P		7,000	A	(1)	7,000	I	See Footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Membership Units	(2)	12/16/2004		P		615,190.8		(3)	(3)	Income Deposit Securities	1,922,916	(4)	3,862,849	I	See Footnote(5)
Membership Units	(2)	12/16/2004		P		615,190.8(6)		(3)	(3)	Class B Common Stock	119,951	(4)	240,964	I	See Footnote(5)

1. Name and Address of Reporting Person* Seaport Capital Partners II, L.P. (Last) (First) (Middle) 199 WATER STREET, 20TH FLOOR (Street) NEW YORK NY 10038 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Seaport Investments, LLC (Last) (First) (Middle) 199 WATER STREET, 20TH FLOOR (Street) NEW YORK NY 10038 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CEA Investment Partners II, LLC (Last) (First) (Middle) 199 WATER STREET, 20TH FLOOR (Street) NEW YORK NY 10038 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Seaport Associates, LLC (Last) (First) (Middle) 199 WATER STREET, 20TH FLOOR (Street) NEW YORK NY 10038 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Luby William K (Last) (First) (Middle) 199 WATER STREET, 20TH FLOOR (Street) NEW YORK NY 10038 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COLLIS JAMES J (Last) (First) (Middle) 199 WATER STREET, 20TH FLOOR (Street) NEW YORK NY 10038 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reported securities are included within 7,000 Income Deposit Securities ("IDSs") purchased by James Collis for $15.35 per IDS. Each IDS consists of one share of Class A common stock and one 13% senior subordinated note due 2019 with a $7.50 principal amount.

2. Conversion ratio of 3.12572 IDSs and 0.19498 shares of Class B common stock per membership unit.

3. The conversion of the membership units into IDSs and Class B common stock will take place on December 21, 2004, the expected closing date of the offering of IDSs.

4. The membership units were purchased for $27,474,624 and 119,951 shares of Class B common stock of Otelco Inc.

5. See Exhibit 99.1.

6. These represent the same 615,190.80 membership units acquired as shown above.

	[See Seaport Capital Partners II, L.P. Signature attached as Exhibit 99.2]	12/20/2004
	[See Seaport Investments, LLC Signature attached as Exhibit 99.2]	12/20/2004
	[See CEA Investment Partners II, LLC Signature attached as Exhibit 99.2]	12/20/2004
	[See Seaport Associates, LLC Signature attached as Exhibit 99.2]	12/20/2004
	[See William K. Luby Signature attached as Exhibit 99.2]	12/20/2004
	[See James J. Collis Signature attached as Exhibit 99.2]	12/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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