Consolidated Communications Holdings
Consolidated Communications Illinois Holdings, Inc. (Form: 3, Received: 07/21/2005 21:53:34)
Washington, D.C. 20549


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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(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *


2. Date of Event Requiring Statement (MM/DD/YYYY)

3. Issuer Name and Ticker or Trading Symbol

Consolidated Communications Illinois Holdings, Inc. [CNSL]

(Last)        (First)        (Middle)


4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Treasurer and Secretary /


MATTOON, IL 61938-3987       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)


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

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

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Call Equivalent Position     (1)   (1) Common Stock   40292     (1) D    

Explanation of Responses:
( 1)  Represents a pecuniary interest in shares held by Central Illinois Telephone LLC which will be distributed in-kind and pro-rata to the reporting person's interest in Central Illinois Telephone LLC promptly after the closing of, or expiration of, the over-allotment option of the issuer's initial public offering. Reporting person has no beneficial interest in the shares held by Central Illinois Telephone LLC.

Reporting Owners
Reporting Owner Name / Address
Director 10% Owner Officer Other
MATTOON, IL 61938-3987

Treasurer and Secretary

James N. Pepin, Power of Attorney 7/21/2005
** 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 5(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.
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Power of Attorney

The undersigned hereby constitutes and appoints each of Steven L.
Grissom and Alexander A. Gendzier and James N. Pepin, of King & Spalding LLP,
the Company's counsel, as the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the underhsigned, 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


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

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
either of the foregoing attorneys -in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 12th day of July, 2005.

By: /s/ Steven L. Grissom

                                                        Name: Steven L. Grissom