As filed with the Securities and Exchange Commission on June 14, 2006

Registration No. 333-39590

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Post-Effective Amendment No. 1 To

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RURAL CELLULAR CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Minnesota	41-1693295
(State or Other Jurisdiction	(IRS Employer
of Incorporation or	Identification No.)
Organization)

3905 Dakota Street
P. O. Box 2000
Alexandria, Minnesota 56308-2000
(Address of Principal Executive Offices) (Zip Code)

RURAL CELLULAR CORPORATION 1995 STOCK COMPENSATION PLAN
(Full title of the plan)

Richard P. Ekstrand, President
3905 Dakota Street
P. O. Box 2000
Alexandria, Minnesota 56308-2000
(Name and address of agent for service)

(320) 762-2000
(Telephone number, including area code, of agent for service)

Copies to:
Deanne M. Greco, Esq.
Moss & Barnett
A Professional Association
4800 Wells Fargo Center
90 South 7th Street
Minneapolis, MN 55402
Telephone: (612) 347-0287

TABLE OF CONTENTS

EXPLANATORY NOTE

     On August 26, 1996, June 2, 1997, June 25, 1998, and June 19, 2000, we filed our Registration Statements on Form S-8,
File Nos. 333-10817, 333-28269, 333-57653, and 333-39590, respectively, relating to, in the aggregate, 2,400,000 shares of our Class A common stock under the Rural Cellular Corporation 1995 Stock Compensation Plan (the “1995 Plan”). On June 14, 2006, we filed our Registration Statement on Form S-8, File No. 333-134998, relating to an aggregate of 1,255,697 shares of Class A common stock for issuance under the Rural Cellular Corporation 2006 Omnibus Incentive Plan (the “2006 Plan”). The 1,255,697 shares included 1,000,000 shares under the 2006 Plan, plus 55,197 shares then remaining under the 1995 Plan.

     We are filing this Post-Effective Amendment No. 1 to deregister the 55,197 shares under the 1995 Plan.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alexandria, State of Minnesota, on June 13, 2006.

RURAL CELLULAR CORPORATION
By	/s/ Richard P. Ekstrand Richard P. Ekstrand, President

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on the 13^th day of June, 2006 by the following persons in the capacities and on the dates indicated:

Name	Title
	President and Chief Executive Officer (Principal Executive Officer) and Director
/s/ Richard P. Ekstrand Richard P. Ekstrand
	Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Director
/s/ Wesley E. Schultz Wesley E. Schultz
	Senior Vice President — Finance and Accounting (Principal Accounting Officer)
/s/ David Del Zoppo David Del Zoppo
	Director
/s/ Paul Finnegan Paul Finnegan
	Director
/s/ Anthony J. Bolland Anthony J. Bolland
	Director
/s/ James V. Continenza James V. Continenza
	Director
/s/ Ann K. Newhall Ann K. Newhall
	Director
/s/ Jacques Leduc Jacques Leduc
	Director
/s/ George M. Revering George M. Revering
	Director
/s/ Don Swenson Don Swenson
	Director
/s/ George W. Wikstrom George W. Wikstrom

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