Sec Form 3 Filing - CEA CAPITAL PARTNERS USA L P @ RURAL LEC ACQUISITION LLC - 2004-12-15

FORM 3 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 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

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1. Name and Address of Reporting Person CEA CAPITAL PARTNERS USA L P 2. Issuer Name and Ticker or Trading Symbol RURAL LEC ACQUISITION LLC [ OTT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SEAPORT CAPITAL, 199 WATER STREET - 20TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2004 (Street) NEW YORK, NY10038 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Membership Units ( 1 ) ( 3 ) 12/15/2004( 2 ) ( 2 ) Income Deposit Securities 3,400,785 I See footnote ( 4 ) Membership Units ( 1 ) ( 3 ) 12/15/2004( 2 ) ( 2 ) Class B Common Stock 212,142 I See footnote ( 4 ) Membership Units of Mid-Missouri Parent, LLC ( 5 ) ( 6 ) ( 8 ) 12/15/2004( 7 ) ( 7 ) Income Deposit Securities 762,808 I See footnote ( 4 ) Membership Units of Mid-Missouri Parent, LLC ( 5 ) ( 6 ) ( 8 ) 12/15/2004( 7 ) ( 7 ) Class B Common Stock 47,584 I See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CEA CAPITAL PARTNERS USA L P C/O SEAPORT CAPITAL 199 WATER STREET - 20TH FLOOR NEW YORK, NY10038 X CEA CAPITAL PARTNERS USA C1 LP C/O SEAPORT CAPITAL 199 WATER STREET - 20TH FLOOR NEW YORK, NY10038 X CEA Equity Offshore, Ltd. C/O SEAPORT CAPITAL 199 WATER STREET - 20TH FLOOR NEW YORK, NY10038 X CEA Investment Partners, L.P. C/O SEAPORT CAPITAL 199 WATER STREET - 20TH FLOOR NEW YORK, NY10038 X CEA Capital Corp. C/O SEAPORT CAPITAL 199 WATER STREET - 20TH FLOOR NEW YORK, NY10038 X Atlantic American Holdings, Inc. C/O SEAPORT CAPITAL 199 WATER STREET - 20TH FLOOR NEW YORK, NY10038 X J. Patrick Michaels, Jr. Family Trust C/O SEAPORT CAPITAL 199 WATER STREET - 20TH FLOOR NEW YORK, NY10038 X Signatures See Signatures attached as Exhibit 99.2 12/15/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an aggregate of 1,088,000 membership units. ( 2 )The conversion of the membership units into Income Deposit Securities representing shares of Class A common stock and senior subordinated notes due 2019 ("IDSs") and Class B common stock will take place on December 21, 2004, the expected closing date of the offering of IDSs. ( 3 )Conversion ratio of 3.12572 IDSs and 0.19498 shares of Class B common stock per membership unit. ( 4 )See Exhibit 99.1 ( 5 )Membership units of Mid-Missouri Parent, LLC will be exchanged for IDSs and shares of Class B common stock pursuant to a merger agreement, dated as of December 15, 2004 among Mid-Missouri Parent, LLC, Mid-Missouri Holding Corp., Rural LEC Acquisition LLC and Otelco Merger Subsidiary, Inc. ( 6 )Represents an aggregate of 9,000 membership units of Mid-Missouri Parent, LLC. ( 7 )The exchange of membership units of Mid-Missouri Parent, LLC for IDSs and Class B common stock will take place on December 21, 2004, the expected closing date of the merger. ( 8 )Exchange ratio of 84.75644 IDSs and 5.28711 shares of Class B common stock per membership unit of Mid-Missouri Parent, LLC.

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).

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