Sec Form 4 Filing - Khoury Todd @ VALOR COMMUNICATIONS GROUP INC - 2005-03-16

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 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 Khoury Todd 2. Issuer Name and Ticker or Trading Symbol VALOR COMMUNICATIONS GROUP INC [ VCG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VALOR COMMUNICATIONS GROUP, INC., 201 E. JOHN CARPENTER FREEWAY, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2005 (Street) IRVING, TX75062 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Common Stock, par value $0.0001 03/16/2005 S 1,125,144 D $ 15 8,478,532 I By affiliates of Vestar Capital Partners. ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Khoury Todd C/O VALOR COMMUNICATIONS GROUP, INC. 201 E. JOHN CARPENTER FREEWAY, SUITE 200 IRVING, TX75062 X X Signatures /s/ William M. Ojile, Jr. 03/18/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are held by Vestar Capital Partners?III, L.P. ("VCP III") , Vestar Capital Partners?IV, L.P. ("VCP IV") and Vestar/ Valor LLC ("V/V"). The general partner of VCP III is Vestar Associates?III, L.P. The general partner of Vestar Associates?III, L.P. is Vestar Associates Corporation?III ("VAC III"). VAC?III exercises voting and investment control over shares held by VCP III. The general partner of VCP IV is Vestar Associates?IV, L.P. The general partner of Vestar Associates?IV,?L.P. is Vestar Associates Corporation?IV ("VAC IV"). The managing member of V/V is Vestar Capital Partners?IV, LP. The general partner of Vestar Associates?IV, LP is VAC?IV. VAC?IV exercises voting and investment control over the shares held by VCP IV and V/V. Mr.?Khoury is an officer of VAC III and VAC IV, and may be deemed to share beneficial ownership of the shares held by VAC?III and VAC?IV. Mr. Khoury disclaims beneficial ownership of such shares.

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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