SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ALPERT NORMAN W

(Last)

(First)

(Middle)

C/O VALOR COMMUNICATIONS GROUP, INC.

201 E. JOHN CARPENTER FREEWAY, SUITE 200

(Street)

IRVING

75062

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2005

3. Issuer Name and Ticker or Trading Symbol
VALOR COMMUNICATIONS GROUP INC [ VCG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001	9,705⁽¹⁾	D
Common Stock, par value $0.0001	8,478,532⁽²⁾	I	See Note (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Grant of restricted stock pursuant to the Issuer?s 2005 Long-Term Equity Incentive Plan. The shares vest in increments of one-third on each of April 29, 2006, 2007 and 2008.

2. Includes 8,478,532 shares held by Vestar Capital Partners III, L.P. ("VCP III"), Vestar Capital Partners IV, L.P. ("VCP IV") and Vestar/ Valor LLC ("V/V"). Mr. Alpert is a Managing Director of Vestar Capital Partners and may be deemed to have a pecuniary interest in the shares held by VCP III, VCP IV and V/V, however, Mr. Alpert disclaims beneficial ownership of any shares held by such Vestar entities.

Remarks:

	/s/ William M. Ojile, Jr.	05/04/2005
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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