Rural Cellular Corporation
Ticker: RCCC 2819 Highway 29 South, Midway Mall
Exchange: NASDAQ-National Market Alexandia, Minnesota 56308
Industry: Service (612) 762-2000

Type of Shares:Class A Common Shares Filing Date:12/8/95
U.S. Shares:3,000,000 Offer Date:2/8/96
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:2,419,863 Offer Price:$10.00
Secondary Shares:580,137 Gross Spread:$0.70
Offering Amount: $30,000,000 Selling:$0.42
Expenses:$600,000 Reallowance:$0.10
Shares Out After:8,403,283

ManagerTierPhone
Dain Bosworth IncorporatedLead Manager (612) 371-2711
Robinson-Humphrey Company, Inc., TheCo-manager (404) 266-6000

Auditor: Arthur Andersen
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/94 9/30/95 9/30/94 9/30/95
Revenue:$15.69$14.86$11.19Assets:$27.49
Net Income:$0.61$1.25$0.03Liabilities:$21.57
EPS:$0.11$0.21-$0.01Equity:$5.92

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company provides cellular communications service in five contiguous Rural Service Areas (RSAs) comprising most of the northern half of Minnesota and paging service in northern Minnesota and eastern North Dakota. The company's cellular network currently serves over 27,000 subscribers and its paging network currently servers over 3,800 subscribers. The company's cellular service area covers approximately 38,000 square miles contains major segments of Interstate 94 between Minneapolis-St. Paul and Fargo, North Dakota and Interstate 35 between Minneapolis-St. Paul and Duluth, Minnesota. The company's cellular service experiences high levels of traffic from metropolitan areas in the Upper Midwest and significant roaming revenues. RCC commenced operations in April 1991following the merger into the company of five partnerships, each holding a cellular licence for a separate RSA.

Use of Proceeds
The company intends to use substantially all of the net proceeds to repay borrowings under a loan agreement with the St. Paul Bank for Cooperatives.

Last updated: 10/28/96

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