Consolidated Communications Holdings
Consolidated Communications Holdings, Inc. (Form: 4, Received: 12/19/2012 09:38:43)
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 or Section 30(h) 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)

12/17/2012
(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)

_ X _ Form filed by One Reporting Person
___ 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                  1491768   I   By LLC   (1)
Common Stock, par value $0.01 per share                  481154   I   By Living Trust FBO Richard A. Lumpkin  
Common Stock, par value $0.01 per share                  15000   I   By 1970 Trust FBO Richard A. Lumpkin  
Common Stock, par value $0.01 per share                  3500   I   By wife   (2)
Common Stock, par value $0.01 per share   12/17/2012     J (3)    106153   A $0.00   106153   I   By Benjamin I. Lumpkin 2012 Irrevocable Trust  

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)  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.
( 2)  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.
( 3)  On December 17, 2012, Mr. Lumpkin became the trustee of the Benjamin I. Lumpkin 2012 Irrevocable Trust. The beneficiaries of the Benjamin I. Lumpkin 2012 Irrevocable Trust are the descendants of Mr. Lumpkin's son, Benjamin I. Lumpkin.

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

Signatures
/s/ Matt Smith, Power of Attorney 12/19/2012
** 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.

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 __ day of November, 2009.

By: /s/ Richard A. Lumpkin
        Name:  Richard A. Lumpkin
CH2\7995448.1