SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A/A

Amendment No. 2

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Rural Cellular Corporation

(Exact name of registrant as specified in charter)

Minnesota		41-1693295
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

3905 Dakota Street S.W., Alexandria, Minnesota		56308
(Address of principal executive offices)		(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. o

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. x

Securities Act registration statement number to which this form relates: Not Applicable

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so Registered		Name of each exchange on which each class is to be registered

N/A		N/A

Securities to be registered pursuant to Section 12(g) of the Act:

Series A Preferred Share Purchase Right

(Title of class)

This Amendment No. 2 on Form 8-A/A is filed to supplement and amend the information set forth in the Registration Statement on Form 8-A filed by Rural Cellular Corporation on May 19, 1999 and the information set forth on Form 8-A/A-1 filed by Rural Cellular Corporation on April 18, 2000.

Item 1.

Description of Registrant’s Securities to be Registered.

As previously reported, on July 29, 2007, Rural Cellular Corporation (the "Company"), Verizon Wireless ("Verizon") and Airtouch Cellular ("Holdings") entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which an indirect wholly-owned subsidiary of Verizon ("Merger Sub") will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and becoming a subsidiary of Verizon.

Also on July 29, 2007, prior to the execution of the Merger Agreement, the board of directors of the Company approved the Second Amendment (the "Amendment") to the Class A Share Rights Agreement, dated as of April 30, 1999, as amended on March 31, 2000, between the Company and Wells Fargo Bank, N.A., as successor rights agent (as so amended, the "Rights Agreement").

The Amendment, among other things, renders the Rights Agreement inapplicable to Verizon, Holdings and Merger Sub solely by virtue of (i) the approval, execution or delivery of the Merger Agreement, (ii) the public or other announcement of the Merger Agreement or the transactions contemplated thereby, (iii) the consummation of the Merger or (iv) the consummation of any other transaction contemplated by the Merger Agreement. The Amendment also provides that the Rights Agreement shall expire immediately prior to the effective time of the Merger, if the Rights Agreement has not otherwise terminated. If the Merger Agreement is terminated, the changes to the Rights Agreement pursuant to the Amendment will be of no further force and effect.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 4.3 hereto and is incorporated herein by reference.

As of July 26, 2007, there were 15,409,466 shares of the Company's Class A common stock issued and outstanding.

A complete description of the Rights Agreement and the Series A Preferred Share Purchase Rights is provided in Item 1 of the Company's Form 8-A filed May 19, 1999, and such description is incorporated by reference herein except to the extent modified or superseded by the foregoing and the Amendment to the Class A Share Rights Agreement, dated March 31, 2000 and filed on the Company's Form 8-A/A-1 filed April 18, 2000.

Item 2.

Exhibits.

4.1	Class A Share Rights Agreement, dated April 30, 1999, between Rural Cellular Corporation and Wells Fargo Bank, N.A., as successor rights agent (incorporated by reference to Exhibit 1 to Registrant's Registration Statement on Form 8-A filed May 19, 1999).

4.2	Amendment to the Class A Share Rights Agreement, dated March 31, 2000, between Rural Cellular Corporation and Wells Fargo Bank, N.A., as successor rights agent (incorporated by reference to Exhibit 1-A to Registrant's Registration Statement on Form 8-A/A-1 filed April 18, 2000).

4.3	Second Amendment to Class A Share Rights Agreement, dated July 29, 2007, between Rural Cellular Corporation and Wells Fargo Bank, N.A., as successor rights agent.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

RURAL CELLULAR CORPORATION

By: /s/ Richard Ekstrand

Name:

Richard Ekstrand

Title:

President and Chief Executive Officer

August 1, 2007

EXHIBIT INDEX

No.

Exhibit

4.1	Class A Share Rights Agreement, dated April 30, 1999, between Rural Cellular Corporation and Wells Fargo Bank, N.A., as successor rights agent (incorporated by reference to Exhibit 1 to Registrant's Registration Statement on Form 8-A filed May 19, 1999).

4.2	Amendment to the Class A Share Rights Agreement, dated March 31, 2000, between Rural Cellular Corporation and Wells Fargo Bank, N.A., as successor rights agent (incorporated by reference to Exhibit 1-A to Registrant's Registration Statement on Form 8-A/A-1 filed April 18, 2000).

4.3	Second Amendment to Class A Share Rights Agreement, dated July 29, 2007, between Rural Cellular Corporation and Wells Fargo Bank, N.A., as successor rights agent.

SECOND AMENDMENT TO CLASS A SHARE RIGHTS AGREEMENT

This SECOND AMENDMENT (this "Second Amendment") is made and entered into as of this 29th day of July, 2007 by and between Rural Cellular Corporation, a Minnesota corporation (the "Company"), and Wells Fargo Bank, N.A., successor to Norwest Bank Minnesota, National Association, as rights agent (the "Rights Agent"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Rights Agreement (as defined below).

W I T N E S S E T H

WHEREAS, the Company and the Rights Agent are parties to the Class A Share Rights Agreement, dated as of April 30, 1999, as amended on March 31, 2000 (the "Rights Agreement");

WHEREAS, it is proposed that the Company enter into an 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 ("Parent"), Airtouch Cellular, a California corporation ("Holdings"), and the Company, pursuant to which, among other things, a Minnesota corporation to be formed in accordance with the Merger Agreement as a wholly-owned subsidiary of Holdings ("Merger Sub") would merge with and into the Company (the "Merger"), with each then issued and outstanding share of the Company's class A common stock, par value $.01 per share ("Class A Common Stock"), and class B common stock, par value $.01 per share ("Class B Common Stock" and, together with the Class A Common Stock, "Company Common Stock"), excluding shares of Company Common Stock owned by the Company as treasury stock, any shares of Company Common Stock owned by Parent, Merger Sub or any direct or indirect subsidiary of Parent or shares of Company Common Stock held by shareholders who validly perfect appraisal rights, being cancelled and converted into the right to receive $45.00 in cash, without interest;

WHEREAS, the Disinterested Director Committee of the Board of Directors of the Company (the "Board") has approved the Merger Agreement and the transactions contemplated thereby, including Merger;

WHEREAS, the Board has approved the Merger Agreement and the transactions contemplated thereby, including the Merger;

WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the Distribution Date, the Company may and the Rights Agent shall, if so directed by the Company, from time to time supplement or amend the Rights Agreement without the approval of any holders of Class A Common Stock or Class A Rights Certificates; and

WHEREAS, the Board has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in connection with the foregoing.

NOW, THEREFORE, in consideration of the premises and agreements set forth herein and in the Rights Agreement, the parties hereto, intending to be legally bound, agree as follows:

Section 1. Defined Terms. Section 1 of the Rights Agreement is hereby amended to add thereto the following paragraphs (t), (u), (v), (w) and (x) which provide as follows:

"(t) "Holdings" shall mean Airtouch Cellular, a California corporation doing business as Verizon Wireless.

(u) "Merger" shall mean the merger of Merger Sub with and into the Company pursuant to the terms of the Merger Agreement.

(v) "Merger Agreement" shall mean that certain Agreement and Plan of Merger, dated as of July 29, 2007, by and among Parent, Holdings and the Company, as it may be amended from time to time in accordance with its terms.

(w) "Merger Sub" shall mean a Minnesota corporation to be formed as a wholly-owned subsidiary of Holdings.

(x) "Parent" shall mean Cellco Partnership, a Delaware general partnership doing business as Verizon Wireless."

Section 2. Amendment to Definition of Acquiring Person. The definition of "Acquiring Person" set forth in Section 1(a) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof:

"Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its existing or future Affiliates or Associates, including, without limitation, Holdings, shall be deemed to be an Acquiring Person solely by virtue of (i) the approval, execution or delivery of the Merger Agreement, (ii) the public or other announcement of the Merger Agreement or the transactions contemplated thereby, (iii) the consummation of the Merger or (iv) the consummation of any other transaction contemplated by the Merger Agreement."

Section 3. Amendment to Definition of Expiration Date. Section 7(a) of the Rights Agreement is amended by deleting the word "or" immediately preceding clause (iii) and adding the following at the end of clause (iii):

"or (iv) immediately prior to the effective time of the Merger."

Section 4. Rights Agent Direction. The Rights Agent is directed to immediately execute this Second Amendment.

Section 5. Termination of Merger Agreement. If for any reason the Merger Agreement is terminated, then the Company shall notify the Rights Agent and this Second Amendment shall be of no further force and effect and the Rights Agreement shall remain exactly the same as it existed immediately prior to the effectiveness of this Second Amendment.

Section 6. Effectiveness. This Second Amendment shall be deemed effective as of, and immediately prior to, the execution and delivery of the Merger Agreement. Except as amended by this Second Amendment, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected by this Second Amendment.

Section 7. Severability. If any term, provision, covenant or restriction of this Second Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions of this Second Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 8. Counterparts. This Second Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument.

Section 9. Governing Law. This Second Amendment shall be deemed to be a contract made under the laws of the State of Minnesota and for all purposes shall be governed by and construed in accordance with the laws of the State of Minnesota applicable to contracts to be made and performed entirely within such state.

Section 10. Waiver of Notice. The Company and the Rights Agent hereby waive any notice requirement under the Rights Agreement pertaining to the matters covered by this Second Amendment.

Section 11. Descriptive Headings. Descriptive headings of the several sections of this Second Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Second Amendment.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Class A Share Rights Agreement to be duly executed as of the day and year first above written.

RURAL CELLULAR CORPORATION


By:	/s/ Richard P. Ekstrand
	Name:	Richard P. Ekstrand
	Title:	President and Chief Executive Officer


WELLS FARGO BANK, N.A., successor to NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION


By:	/s/ Steven J. Hoffman
	Name:	Steven J. Hoffman
	Title:	Assistant Vice President