According to the Company’s FORM 10-Q for the quarterly period ended June 30, 2004, by Memorandum and Order filed on June 6, 2004, the court granted the Company’s motion and dismissed the second consolidated amended complaint with prejudice. On June 7, 2004, a final judgment was entered dismissing the action as to all defendants. The time for appeal has expired without any appeal being filed, and therefore, this action is concluded.

As previously reported by the same SEC filing, between December 24, 2002 and February 14, 2003, four securities class actions were commenced against the Company and three of its executive officers. On April 4, 2003, the court consolidated the four actions into the single action identified above and appointed two lead plaintiffs. The Company received a consolidated amended complaint on July 3, 2003. The consolidated amended complaint added as defendants four directors who were members of the Company’s audit committee during the class period and Arthur Andersen LLP, the Company’s former independent auditors. By Memorandum and Order filed on January 12, 2004, the court dismissed the consolidated amended complaint without prejudice. The court held that the lead plaintiffs had failed to plead specific facts showing that the defendants knew facts, or had access to information, suggesting that RCC’s financial statements were materially false when they originally were issued. The court allowed the lead plaintiffs to file a further amended complaint. On February 9, 2004, the lead plaintiffs filed a second consolidated amended complaint. The second consolidated amended complaint alleged essentially the same claims against the same defendants. RCC and the defendant directors moved for dismissal of the second consolidated amended complaint.

The original complaint charges Rural Cellular Corporation and certain of its officers and directors with issuing false and misleading statements concerning its business and financial condition. Specifically, the complaint alleges that defendants are liable as a participant in a fraudulent scheme and course of conduct that operated as a fraud or deceit on purchasers of Rural Cellular common stock by disseminating materially false and misleading statements and/or concealing material adverse facts. The scheme ( i) deceived the investing public regarding Rural Cellular's business, operations and management and the intrinsic value of Rural Cellular common stock, (ii) permitted Rural Cellular to sell and register debt securities valued at $300 million, and (iii) caused Plaintiff and members of the Class to purchase Rural Cellular common stock at artificially inflated prices.hat $.40 per share.