SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Dively Joseph R

(Last) (First) (Middle)
121 SOUTH 17TH STREET

(Street)
MATTOON IL 61938-3987

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2005
3. Issuer Name and Ticker or Trading Symbol
Consolidated Communications Illinois Holdings, Inc. [ CNSL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 99,822(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: 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(2) (2) (2) Common Stock 14,494 (2) D
Explanation of Responses:
1. Shares acquired pursuant to a reorganization as described in the issuer's registration statement on Form S-1 (Registration No. 333-121086). Shares were originally awarded under a restricted share plan pursuant to which a cumulative 50% of the shares are vested on the day prior to the reorganization. The remaining 50% will vest in three equal installments on December 31, 2005, 2006 and 2007.
2. 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.
Remarks:
James N. Pepin, Power of Attorney 07/21/2005
** 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
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
either of the foregoing attorneys -in-fact.


	    IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney
to be executed as of this 17th day of July, 2005.


By:   /s/ Joseph R. Dively
							 -------------------------------------

							 Name: Joseph R. Dively