Consolidated Communications Holdings
Consolidated Communications Holdings, Inc. (Form: 4, Received: 11/12/2009 10:54:12)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LUMPKIN RICHARD ANTHONY
2. Issuer Name and Ticker or Trading Symbol

Consolidated Communications Holdings, Inc. [ CNSL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman of the Board
(Last)          (First)          (Middle)

121 SOUTH 17TH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

11/9/2009
(Street)

MATTOON, IL 61938-3987
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share   11/9/2009     J (1)    1426073   D $0   4206533   I   By LLC   (2)
Common Stock, par value $0.01 per share                  3500   I   By wife   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Distribution of shares to members of Central Illinois Telephone, LLC, an entity that may be deemed to be indirectly controlled by Mr. Lumpkin. Mr. Lumpkin did not have a pecuniary interest in these shares, which were distributed immediately prior to the filing of this report to members of Central Illinois Telephone, LLC other than Mr. Lumpkin, all of whom are members of the Lumpkin family or entities maintained for their benefit.
( 2)  Number of shares held represents the total amount held in the name of Central Illinois Telephone, LLC. Mr. Lumpkin does not have a pecuniary interest in all the shares held in the name of Central Illinois Telephone, LLC and disclaims beneficial ownership as defined in Rule 16a-1(a)(2) of all shares in which he does not have a pecuniary interest. This report shall not be deemed an admission for purposes of Section 16 that Mr. Lumpkin is the beneficial owner of shares held by Central Illinois Telephone, LLC in which he does not have a pecuniary interest.
( 3)  Mr. Lumpkin disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Lumpkin is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. These shares are reported solely for Mr. Lumpkin as reporting person, and are not beneficially owned by Central Illinois Telephone, LLC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LUMPKIN RICHARD ANTHONY
121 SOUTH 17TH STREET
MATTOON, IL 61938-3987
X X Chairman of the Board
Central Illinois Telephone, LLC
121 SOUTH 17TH STREET
MATTOON, IL 61938-3987

X


Signatures
/s/ Alexander B. Young, Attorney-in-Fact for Richard Anthony Lumpkin 11/12/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.





                                                               EXHIBIT 24



                              POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Steven J.
   Shirar, Steven L. Childers, Matt Smith and Marcia Hussong and Peter L.
   Rossiter, Lauralyn G. Bengel, Alexander B. Young and Paul A. Bernacki
   of Schiff Hardin LLP, the Company's counsel, as the undersigned's true
   and lawful attorney-in-fact to:

        (1)  execute for and on behalf of the undersigned, in the
             undersigned's capacity as an officer, director and/or a
             stockholder owning more than 10% of Consolidated
             Communications Holdings, Inc.'s (the "Company") common
             stock, Forms 3, 4 and 5 in accordance with Section 16 of the
             Securities Exchange Act of 1934, as amended (the "Exchange
             Act"), and the rules and regulations promulgated thereunder;

        (2)  do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete
             and execute any such Forms 3, 4 or 5 and timely file such
             forms with the U.S. Securities and Exchange Commission and
             any stock exchange or similar authority; and

        (3)  take any other action of any type whatsoever in connection
             with the foregoing which, in the opinion of such attorney-
             in-fact, may be of benefit to, in the best interest of, or
             legally required by, the undersigned, it being understood
             that the documents executed by such attorney-in-fact on
             behalf of the undersigned pursuant to this Power of Attorney
             shall be in such form and shall contain such terms and
             conditions as such attorney-in-fact may approve in such
             attorney-in-fact's discretion.

        The undersigned hereby grants to each attorney-in-fact full power
   and authority to do and perform any and every act and thing whatsoever
   requisite, necessary, or proper to be done in the exercise of any of
   the rights and powers herein granted, as fully to all intents and
   purposes as the undersigned might or could do if personally present,
   with full power of such substitution or revocation, hereby ratifying
   and confirming all that each attorney-in-fact, or each attorney-in-
   fact's substitute or substitutes, shall lawfully do or cause to be
   done by virtue of this Power of Attorney and the rights and powers
   herein granted.  The undersigned acknowledges that the foregoing
   attorney-in-fact, in serving in such capacity at the request of the
   undersigned, is not assuming, nor is the Company assuming, any of the
   undersigned's responsibilities to comply with Section 16 of the
   Exchange Act.

        This Power of Attorney shall remain in full force and effect
   until the undersigned is no longer required to file Forms 3, 4 and 5
   with respect to the undersigned's holdings of and transactions in
   securities issued by the Company, unless earlier revoked by the
   undersigned in a signed writing delivered to any of the foregoing
   attorneys-in-fact.







        The undersigned hereby revokes any Power of Attorney granted by
   the undersigned prior to the date hereof to agents or employees of the
   Company with respect to the matters set forth in paragraphs (1), (2)
   and (3) above.

        IN WITNESS WHEREOF, the undersigned has caused this Power of
   Attorney to be executed as of this 2nd day of November, 2009.


                                 By:  /s/ Richard A. Lumpkin
                                      ----------------------------
                                      Name:  Richard A. Lumpkin