RURAL CELLULAR CORP
10-Q/A, 1999-03-25
RADIOTELEPHONE COMMUNICATIONS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 for the quarterly period ended June 30, 1998.

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the transition period from __________to__________.



COMMISSION FILE NUMBER 0-27416

                                     [LOGO]

                           RURAL CELLULAR CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


              MINNESOTA                                    41-1693295
   (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)


                                   PO BOX 2000
                              3905 DAKOTA STREET SW
                           ALEXANDRIA, MINNESOTA 56308
                                 (320) 762-2000

   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)




     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES(X) NO( )


     Number of shares of common stock outstanding as of the close of business on
July 30, 1998:



                                CLASS A 7,636,754
                                CLASS B 1,260,668

<PAGE>

The only purpose of this filing is to amend Exhibit 27, Financial Data 
Schedule, of the Registrant's Form 10-Q for the quarter ended June 30, 1998 
originally filed August 11, 1998.






























                                        2
<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits

         27  Financial Data Schedule














                                        3

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                    RURAL CELLULAR CORPORATION
                                    (Registrant)





Dated: March 25, 1999                /s/ Richard P. Ekstrand
                                    -------------------------------------------
                                    Richard P. Ekstrand
                                    President and Chief Executive Officer


Dated: March 25, 1999                /s/ Wesley E. Schultz
                                    -------------------------------------------
                                    Wesley E. Schultz
                                    Vice President and Chief Financial Officer
                                    (Principal Financial Officer)










                                        4


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                     123,898,765
<SECURITIES>                                         0
<RECEIVABLES>                               12,020,742
<ALLOWANCES>                                 1,410,161
<INVENTORY>                                    922,801
<CURRENT-ASSETS>                           136,223,281
<PP&E>                                     118,400,720
<DEPRECIATION>                            (31,569,866)
<TOTAL-ASSETS>                             316,524,419
<CURRENT-LIABILITIES>                       13,323,841
<BONDS>                                              0
                                0
                                120,670,573
<COMMON>                                        88,948
<OTHER-SE>                                  29,271,901
<TOTAL-LIABILITY-AND-EQUITY>               316,524,419
<SALES>                                        708,424
<TOTAL-REVENUES>                            32,469,316
<CGS>                                        1,969,529
<TOTAL-COSTS>                                9,418,292
<OTHER-EXPENSES>                            23,210,624
<LOSS-PROVISION>                               921,689
<INTEREST-EXPENSE>                           5,615,376
<INCOME-PRETAX>                            (4,768,750)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (4,768,750)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (4,768,750)
<EPS-PRIMARY>                                  ($0.54)
<EPS-DILUTED>                                  ($0.54)
        

</TABLE>


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