December 21, 2006

Via U.S. Mail and Facsimile (320-808-2120)

Richard P. Ekstrand
President and Chief Executive Officer
Rural Cellular Corporation
3905 Dakota Street SW
Alexandria, Minnesota 56308

	Re:	Rural Cellular Corporation
		Form 10-K for the Fiscal Year Ended December 31, 2005
		Filed March 16, 2006
		File No. 0-27416

Dear Mr. Ekstrand:

      We have limited our review of your Form 10-K for the fiscal
year ended December 31, 2005 to disclosure relating to your
contacts
with countries that have been identified as state sponsors of
terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the
Assistant Director group with respect to other issues.  At this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. It appears from Exhibit 10.12(b) to your Form S-4 (File No.
333-
132744) that, pursuant to your amended roaming agreement with
Cingular Wireless LLC, you provide your subscribers long-distance
calling services to foreign countries including Cuba, Iran, North
Korea, Sudan and Syria.  The named countries are identified by the
State Department as state sponsors of terrorism, and are subject
to
U.S. economic sanctions and export controls.  Your Form 10-K does
not
include any information regarding business contacts with those
countries.  Please describe to us any past, current, and
anticipated
contacts with those countries, whether through direct or indirect
arrangements.  Your response should describe the nature and extent
of
any contacts, including any agreements or arrangements you may
have,
directly or indirectly, with the governments of those countries or
entities controlled by their governments.
2. Please discuss the materiality of any business activities or
other
contacts described in response to the foregoing comment, and
whether
they constitute a material investment risk for your security
holders.
You should address materiality in quantitative terms, including
the
dollar amounts of any associated revenues, assets, and liabilities
for the last three complete fiscal years and any fractional period
thereafter.  Please also address materiality in terms of
qualitative
factors that a reasonable investor would deem important in making
an
investment decision, including the potential impact of corporate
activities upon a company`s reputation and share value.

We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism.  The Missouri Investment Trust has established an
equity
fund for the investment of certain state-held monies that screens
out
stocks of companies that do business with U.S.-designated state
sponsors of terrorism.  The Pennsylvania legislature has adopted a
resolution directing its Legislative Budget and Finance Committee
to
report annually to the General Assembly regarding state funds
invested in companies that have ties to terrorist-sponsoring
countries.  States including Illinois, Oregon, Maine, and New
Jersey
have adopted, and other states are considering, legislation
prohibiting the investment of certain state assets in, and/or
requiring the divestment of certain state assets from, companies
that
do business with Sudan.  Harvard University, Stanford University,
the
University of California, and other academic institutions have
adopted policies prohibiting investment in, and/or requiring
divestment from, companies that do business with Sudan.  Florida
requires issuers to disclose in their prospectuses any business
contacts with Cuba or persons located in Cuba.  Your materiality
analysis should address the potential impact of the investor
sentiment evidenced by such actions directed toward companies that
have operations associated with Cuba, Iran, North Korea, Sudan and
Syria.

Your qualitative materiality analysis also should address whether,
and the extent to which, the governments of the referenced
countries,
or entities controlled by those governments, receive cash or act
as
intermediaries in connection with your operations.

* * * * *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please submit
your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comments.  Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review.  You may also contact me at (202) 551-
3470.

								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Larry Spirgel
		Assistant Director
		Division of Corporation Finance

Richard P. Ekstrand
Rural Cellular Corporation
December 21, 2006
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