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                                 STATE OF MINNESOTA
                          OFFICE OF THE SECRETARY OF STATE

                               ARTICLES OF AMENDMENT
                                         OF
                             RURAL CELLULAR CORPORATION

       Pursuant to and in accordance with the provisions of Minnesota
Statutes Section 302A.135, the following amendment to the Articles of
Incorporation of Rural Cellular Corporation, a Minnesota corporation, was
duly adopted at a meeting of the shareholders of Rural Cellular Corporation
held on March 22, 2000 by the affirmative vote of a majority of the shares
present and outstanding and entitled to vote at such meeting.

       Section 2.01 of Article II of the Articles of Incorporation of Rural
Cellular Corporation  is hereby amended in its entirety to read as follows:

              2.01 NUMBER AND CLASSES OF SHARES. The aggregate number of shares
       of capital stock which this Corporation shall have the authority to issue
       is 300,000,000 shares, of which 200,000,000 shares shall be Class A
       Common Stock, $.01 par value per share (the "Class A Common Stock"),
       10,000,000 shares shall be Class B Common Stock, $.01 par value per share
       (the "Class B Common Stock"), and 90,000,000 shares shall be undesignated
       shares of capital stock, $.01 par value per share (the "Undesignated
       Shares"). (The Class A Common Stock and Class B Common Stock are
       sometimes referred to collectively herein as the "Common Stock.") The
       board of directors is authorized to establish from the Undesignated
       Shares, by resolution adopted and filed in the manner provided by law,
       one or more classes or series of shares, to set forth the designation of
       each such class or series, and to fix the relative rights and preferences
       of each such class or series to the full extent permitted by law. In
       addition, and without limitation of the foregoing, the board of directors
       is authorized to designate additional shares of any designated class or
       series of capital stock (including Class A Common Stock, Class B Common
       Stock and any class of junior or preferred stock) from the Undesignated
       Shares. Except as otherwise provided in Section 2.02 hereof, the board of
       directors shall be authorized to issue shares of Common Stock to holders
       of Common Stock and to holders of any class or series of Undesignated
       Shares and to issue shares of any class or series of Undesignated Shares
       to holders of Common Stock and to holders of any class or series of
       Undesignated Shares, in any case, for any purpose. If at any time no
       Class B Common Stock remains outstanding, the board of directors is
       authorized to redesignate the remaining authorized Class B Common Stock
       as authorized Class A Common Stock. Prior to the effective date of this
       amended and restated Section 2.01, the board of directors utilized a
       portion of the Undesignated Shares to establish several classes and
       series of capital stock and no such class or series of capital stock
       shall be affected in any respect by this amended and restated
       Section 2.02, regardless of whether a statement with respect to such
       capital stock has heretofore been filed with the office of the Minnesota
       Secretary of State pursuant to Minnesota Statutes Section 302A.401, Subd.
       3(b).

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       I swear that the foregoing is true and accurate and that I have the
authority to sign these Articles of Amendment on behalf of the corporation.

Dated:  March 23, 2000


                                       RURAL CELLULAR CORPORATION


                                       By  /s/ Ann K. Newhall
                                           -----------------------------------
                                           Its Secretary