**SECURITIES      AND EXCHANGE COMMISSION**

**WASHINGTON,      D.C. 20549**

**FORM      10-K /A**

| [X] | ANNUAL                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF                1934 for the fiscal year ended December 31,                2006. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**Commission      File Number 0-27416**

**RURAL      CELLULAR CORPORATION**

*(Exact      name of registrant as specified in its charter)*

| **Minnesota**                                                                                     | **41-1693295**                                       |
|---------------------------------------------------------------------------------------------------|------------------------------------------------------|
| *(State                  or other jurisdiction of incorporation or                  organization* | (I.R.S.                  Employer Identification No. |

**3905      Dakota Street SW**

**Alexandria,      Minnesota 56308**

**(320)      762-2000**

*(Address,      including zip code, and telephone number, including area code, of registrant’s      principal executive offices)*

**Securities      registered pursuant to Section 12(b) of the Act:**

**Class      A Common Stock, par value $.01 per share**

**Series      A Preferred Share Purchase Rights**

*(Title      of class)*

**Securities      registered pursuant to Section 12(g) of the Act:**

**NONE**

| Class                  A |   |   | 15,092,384 |   |
|--------------------------|--------|--------|------------|--------|
| Class                  B |   |   | 398,727    |   |

**Documents      incorporated by reference:**

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**Explanatory      Note **

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**TABLE        OF CONTENTS**

| **PART                  IV**                                                                                                   | 4  |
|--------------------------------------------------------------------------------------------------------------------------------|---------|
| Item                  15. Exhibits and Financial Statement Schedules                                                           | 4  |
| SIGNATURES                                                                                                                     | 5  |
| EXHIBIT                  INDEX                                                                                                 | 6       |
| Purchase                  Agreement by and between Rural Cellular Corporation and Alltel                  Communications, Inc. |    |
| Restated                  and Amended Master Purchase Agreement with Ericsson, Inc.                                            |    |
| Purchase                  and License Agreement with Nortel Networks Incorporated                                              |    |
|                                                                                                                           |    |
|                                                                                                                           |    |

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**PART      IV**

**Item      15. Exhibits and Financial Statement Schedules **

| **(a)** |   |                                             |                                                                                                                                                                                                                                             |
|---------|--------|--------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   | **(1)**                                          | **Consolidated                Financial Statements included in original Report on Form 10-K**                                                                                                                                                    |
|    |   |                                             | **Rural                Cellular Corporation**                                                                                                                                                                                                    |
|    |   |                                             | REPORTS                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                                                                                                                                          |
|    |   |                                             | Consolidated                Balance Sheets as of December 31, 2006 and                2005                                                                                                                                                       |
|    |   |                                             | Consolidated                Statements of Operations for the Years Ended December                31, 2006, 2005, and 2004                                                                                                                        |
|    |   |                                             | Consolidated                Statements of Shareholders’ Deficit for the Years Ended December 31, 2006,                2005, and 2004                                                                                                       |
|    |   |                                             | Consolidated                Statements of Cash Flows for the Years Ended December                31, 2006, 2005, and 2004                                                                                                                        |
|    |   |                                             | Notes                to Consolidated Financial Statements                                                                                                                                                                                        |
|    |   |                                             | **RCC                Minnesota. Inc.**                                                                                                                                                                                                           |
|    |   |                                             | REPORT                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                                                                                                                                           |
|    |   |                                             | Balance                Sheets as of December 31, 2006 and                2005                                                                                                                                                                    |
|    |   |                                             | Statements                of Operations for the Years Ended December                31, 2006, 2005, and 2004                                                                                                                                     |
|    |   |                                             | Statements                of Shareholder’s Deficit for the Years Ended December 31, 2006, 2005, and                2004                                                                                                                    |
|    |   |                                             | Statements                of Cash Flows for the Years Ended December                31, 2006, 2005, and 2004                                                                                                                                     |
|    |   |                                             | Notes                to Financial Statements                                                                                                                                                                                                     |
|    |   |                                             |                                                                                                                                                                                                                                             |
|    |   | **(2)**                                          | **Financial                Statement Schedules included in original Report on Form                10-K**                                                                                                                                         |
|    |   |                                             | The                following financial statement schedule is filed as part of this Form                10-K:                                                                                                                                     |
|    |   |                                             | Schedule                II - Valuation and Qualifying Accounts                                                                                                                                                                                   |
|    |   |                                             | All                schedules not included are omitted either because they are not applicable                or because the information required therein is included in Notes                to                Consolidated Financial Statements. |
|    |   | **(3)**                                          | **Exhibits**                                                                                                                                                                                                                                     |
|    |   |                                             | See                Exhibit Index.                                                                                                                                                                                                                |
| **(b)** |   | **Exhibits**                                     |
|    |   | See                Exhibit Index.                |
| **(c)** |   | **Financial                Statement Schedules** |
|    |   | See                Item 15 (a) (2), above.       |

----

***SIGNATURES***

|                                   | Rural                  Cellular Corporation                                                             |
|----------------------------------------|---------------------------------------------------------------------------------------------------------|
|                                   |                                                                                                    |
| Dated:                  March 15, 2007 | By:                  /s/ Richard P. Ekstrand                                                            |
|                                   | Richard                  P. Ekstrand                                                                    |
|                                   | *President                  and Chief Executive Officer*                                                |
|                                   |                                                                                                    |
|                                   |                                                                                                    |
|                                   | Rural                  Cellular Corporation                                                             |
|                                   |                                                                                                    |
| Dated:                  March 15, 2007 | By:                  /s/ Wesley E. Schultz                                                              |
|                                   | Wesley                  E. Schultz                                                                      |
|                                   | *Chief                  Financial Officer (Principal Financial Officer), and                  Director* |

----

|                             | **EXHIBIT                  INDEX**                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|----------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| **Exhibit                  No.** | **Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| **2.1                            | Purchase                  Agreement with Alltel Communications, Inc. dated December 13,                  2006                                                                                                                                                                                                                                                                                                                                                    | ***    |
| 3.1(a)                           | Articles                  of Incorporation                                                                                                                                                                                                                                                                                                                                                                                                                       | [1]    |
| 3.1(b)                           | Amendment                  to Articles of Incorporation effective March 24, 2000                                                                                                                                                                                                                                                                                                                                                                                 | [1]    |
| 3.2(a)                           | Amended                  and Restated Bylaws                                                                                                                                                                                                                                                                                                                                                                                                                     | [1]    |
| 3.2(b)                           | Amendment                  to Amended and Restated Bylaws effective March 22, 2000                                                                                                                                                                                                                                                                                                                                                                               | [1]    |
| 4.1(a)                           | Indenture                  dated March 25, 2004, between Rural Cellular Corporation, as Issuer,                  and                  U.S. Bank National Association, as trustee, with respect to the                  senior                  secured notes, including the forms of Senior Secured                  Notes.                                                                                                                                      | [2]    |
| 4.1(b)                           | Collateral                  Agreement dated as of March 25, 2004, made by Rural Cellular Corporation                  and each of its subsidiaries that are signatories in favor of U.S.                  Bank                  National Association, as Collateral Trustee.                                                                                                                                                                                     | [2]    |
| 4.2                              | Indenture                  dated August 1, 2003 between Rural Cellular Corporation, as Issuer,                  and                  U.S. Bank National Association, as Trustee, with respect to the                  9 7/8%                  Senior Notes Due 2010, including the form of 9 7/8% Senior Notes                  Due 2010                                                                                                                         | [3]    |
| 4.3                              | Indenture                  dated January 16, 2002 between Rural Cellular Corporation, as Issuer,                  and                  Wells Fargo Bank Minnesota, N.A., as Trustee, with respect to the                  9 3/4%                  Senior Subordinated Notes Due 2010, including form of 9 3/4% Senior                  Subordinated Notes Due 2010                                                                                               | [4]    |
| 4.4                              | Indenture                  dated November 7, 2005 between Rural Cellular Corporation, as Issuer,                  and                  Wells Fargo Bank, National Association, as Trustee, with respect                  to the                  Senior Subordinated Floating Rate Notes Due 2012, including form                  of Senior                  Subordinated Notes Due 2012                                                                        | [5]    |
| 4.5                              | Certificate                  of Designation of 11 3/8% Senior Exchangeable Preferred                  Stock                                                                                                                                                                                                                                                                                                                                                      | [6]    |
| 4.6                              | Certificate                  of Designation of 12 1⁄4% Junior Exchangeable Preferred                  Stock                                                                                                                                                                                                                                                                                                                                                   | [1]    |
| 4.7(a)                           | Class                  A Share Rights Agreement dated April 30, 1999                                                                                                                                                                                                                                                                                                                                                                                             | [7]    |
| 4.7(b)                           | Amendment                  to the Class A Share Rights Agreement dated March 31, 2000                                                                                                                                                                                                                                                                                                                                                                            | [8]    |
| 4.8(a)                           | Registration                  Rights Agreement dated March 31, 2000 by and between Rural Cellular                  Corporation and Telephone and Data Systems, Inc.                                                                                                                                                                                                                                                                                              | [9]    |
| 4.8(b)                           | Certificate                  of Designation of Voting Power, Preferences and Relative Participating,                  Optional and Other Special Rights, Qualifications and Restrictions                  of                  Class T Convertible Preferred Stock of Rural Cellular                  Corporation                                                                                                                                                 | [9]    |
| 4.9(a)                           | Preferred                  Stock Purchase Agreement dated April 3, 2000 among Rural Cellular                  Corporation, Madison Dearborn Capital Partners III, L.P., Madison                  Dearborn                  Special Equity III, L.P., Special Advisors Fund I, LLC, Boston                  Ventures                  Limited Partnership V and Toronto Dominion Investment, Inc. (collectively                  “Class M Investors”) | [9]    |
| 4.9(b)                           | Certificate                  of Designation of Voting Power, Preferences and Relative Participating,                  Optional and Other Special Rights, Qualifications and Restrictions                  of                  Class M Redeemable Voting Convertible Preferred Stock of Rural                  Cellular                  Corporation                                                                                                              | [9]    |
| 4.9(c)                           | Registration                  Rights Agreement dated April 3, 2000 among Rural Cellular Corporation                  and Class M Investors                                                                                                                                                                                                                                                                                                                  | [9]    |
| 10.1(a)                          | Credit                  facility dated as of March 25, 2004 among Rural Cellular Corporation,                  Lehman Commercial Paper, Inc., as Administrative Agent, and Bank                  of                  America, N.A., as Documentation Agent                                                                                                                                                                                                       | [2]    |
| 10.1(b)                          | Guarantee                  and Collateral Agreement dated as of March 25, 2004 among Rural                  Cellular                  Corporation, Lehman Commercial Paper Inc., as Administrative Agent,                  and                  Bank of America, N.A., as Documentation Agent                                                                                                                                                                    | [2]    |
| 10.1(c)                          | Intercreditor                  Agreement, dated as of March 25, 2004, among Lehman Commercial                  Paper Inc.,                  as Senior Agent and Account Agent, U.S. Bank National Association,                  as                  Indenture Trustee and Collateral Trustee, Rural Cellular Corporation,                  a                  Minnesota corporation, and the Guarantors                                                          | [2]    |
| 10.1                  (d)        | First                  Amendment to Credit Agreement dated October 18, 2005                                                                                                                                                                                                                                                                                                                                                                                      | [10]   |
| 10.1(e)                          | Second                  Amendment to Credit Agreement dated as of May 22, 2006                                                                                                                                                                                                                                                                                                                                                                                   | [10]   |
| *10.2                            | 1995                  Stock Compensation Plan, as amended to date                                                                                                                                                                                                                                                                                                                                                                                                | [11]   |
| *10.2(a)                         | Form                  of Restricted Stock Agreement pursuant to 1995 Stock Compensation                  Plan                                                                                                                                                                                                                                                                                                                                                    | [2]    |
| *10.3                            | Rural                  Cellular Corporation 2006 Omnibus Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                          | [12]   |
| *10.3(a)                         | Performance                  Restricted Stock Unit Agreement Pursuant to 2006 Omnibus Incentive                  Plan                                                                                                                                                                                                                                                                                                                                            | [13]   |
| *10.3(b)                         | Restricted                  Stock Unit Agreement pursuant to 2006 Omnibus Incentive                  Plan                                                                                                                                                                                                                                                                                                                                                        | [13]   |
| *10.4                            | Stock                  Option Plan for Nonemployee Directors, as amended to date                                                                                                                                                                                                                                                                                                                                                                                 | [14]   |
| *10.5(a)                         | Employment                  Agreement with Richard P. Ekstrand effective January 22,                  1999                                                                                                                                                                                                                                                                                                                                                       | [15]   |
| *10.5(b)                         | Amendment                  to Employment Agreement with Richard P. Ekstrand effective January                  1,                  2001                                                                                                                                                                                                                                                                                                                          | [16]   |
| *10.5(c)                         | Second                  Amendment to Employment Agreement with Richard P. Ekstrand effective                  July                  24, 2001                                                                                                                                                                                                                                                                                                                     | [17]   |
| *10.5(d)                         | Third                  Amendment to Employment Agreement with Richard P. Ekstrand effective                  August 23, 2001                                                                                                                                                                                                                                                                                                                                     | [17]   |
| *10.5(e)                         | Fourth                  Amendment to Employment with Richard P. Ekstrand effective February                  27,                  2003                                                                                                                                                                                                                                                                                                                           | [18]   |
| *10.5(f)                         | Fifth                  Amendment to Employment with Richard P. Ekstrand effective February                  17,                  2005                                                                                                                                                                                                                                                                                                                            | [19]   |
| *10.6(a)                         | Employment                  Agreement with Wesley E. Schultz effective January 22,                  1999                                                                                                                                                                                                                                                                                                                                                         | [15]   |
| *10.6(b)                         | Amendment                  to Employment Agreement with Wesley E. Schultz effective January                  1,                  2001                                                                                                                                                                                                                                                                                                                            | [16]   |
| *10.6(c)                         | Second                  Amendment to Employment Agreement with Wesley E. Schultz effective                  July                  24, 2001                                                                                                                                                                                                                                                                                                                       | [17]   |
| *10.6(d)                         | Third                  Amendment to Employment Agreement with Wesley E. Schultz effective                  August                  23, 2001                                                                                                                                                                                                                                                                                                                      | [17]   |
| *10.6(e)                         | Fourth                  Amendment to Employment Agreement with Wesley E. Schultz effective                  February 17, 2005                                                                                                                                                                                                                                                                                                                                    | [19]   |
| *10.7(a)                         | Employment                  Agreement with Ann K. Newhall effective February 6, 1999                                                                                                                                                                                                                                                                                                                                                                             | [20]   |
| *10.7(b)                         | Amendment                  to Employment Agreement with Ann K. Newhall effective January 1,                  2001                                                                                                                                                                                                                                                                                                                                                | [16]   |
| *10.7(c)                         | Second                  Amendment to Employment Agreement with Ann K. Newhall effective                  July 24,                  2001                                                                                                                                                                                                                                                                                                                          | [17]   |
| *10.7(d)                         | Third                  Amendment to Employment Agreement with Ann K. Newhall effective                  August 23,                  2001                                                                                                                                                                                                                                                                                                                         | [17]   |
| *10.7(e)                         | Fourth                  Amendment to Employment Agreement with Ann K. Newhall effective                  February                  17, 2005                                                                                                                                                                                                                                                                                                                      | [19]   |
| *10.8(a)                         | Change                  of Control Agreement with David Del Zoppo effective January 2,                  2001                                                                                                                                                                                                                                                                                                                                                     | [16]   |
| *10.8(b)                         | Amendment                  to Change of Control Agreement with David Del Zoppo effective July                  24,                  2001                                                                                                                                                                                                                                                                                                                         | [17]   |
| *10.9(a)                         | Key                  Employee Deferred Compensation Plan                                                                                                                                                                                                                                                                                                                                                                                                         | [21]   |
| *10.9(b)                         | Amendment                  to Key Employee Deferred Compensation Plan                                                                                                                                                                                                                                                                                                                                                                                            | [22]   |
| *10.9(c)                         | Second                  Amendment to Key Employee Deferred Compensation Plan                                                                                                                                                                                                                                                                                                                                                                                     | [5]    |
| *10.10                           | Key                  Employee Deferred Compensation Plan II                                                                                                                                                                                                                                                                                                                                                                                                      | [5]    |
| **10.11(a)                       | Master                  Purchase Agreement dated March 14, 2002 by and between Rural Cellular                  Corporation and Ericsson Inc.                                                                                                                                                                                                                                                                                                                     | [23]   |
| **10.11(b)                       | Addendum                  dated August 4, 2003 to Master Purchase Agreement                                                                                                                                                                                                                                                                                                                                                                                      | [23]   |
| **10.11(c)                       | Restated                  and Amended Master Purchase Agreement with Ericsson, Inc. dated                  November                  22, 2006                                                                                                                                                                                                                                                                                                                    | ***    |
| **10.12(a)                       | Intercarrier                  Multi-Standard Roaming and Colocation Agreement by and between                  Cingular                  Wireless LLC and Rural Cellular Corporation effective June 6, 2003                  (“Roaming Agreement”)                                                                                                                                                                                                    | [10]   |
| **10.12(b)                       | Amendment                  No. 1 to Roaming Agreement                                                                                                                                                                                                                                                                                                                                                                                                            | [10]   |
| **10.13                          | Billing                  Services and License Agreement between VeriSign, Inc and Rural                  Cellular                  Corporation.                                                                                                                                                                                                                                                                                                                  | [24]   |
| **10.14                          | Purchase                  and License Agreement with Nortel Networks Incorporated dated December                  29,                  2006                                                                                                                                                                                                                                                                                                                      | ***    |
| 21                               | Subsidiaries                  of Registrant                                                                                                                                                                                                                                                                                                                                                                                                                      | [25]   |
| 23.1                             | Consent                  of Deloitte & Touche LLP regarding financial statements of Rural                  Cellular Corporation                                                                                                                                                                                                                                                                                                                              | [25]   |
| 23.2                             | Consent                  of Deloitte & Touche LLP regarding financial statements of RCC                  Minnesota, Inc.                                                                                                                                                                                                                                                                                                                                     | [25]   |
| 31.1                             | Section                  302 Certification Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                            | [25]   |
| 31.2                             | Section                  302 Certification Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                            | [25]   |
| 32.1                             | Certification                  of principal executive officer and principal financial officer                  pursuant to                  Section 906 of Sarbanes-Oxley Act                                                                                                                                                                                                                                                                                    | [25]   |

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| [                  1] | Filed                  as an exhibit to Report on Form 10-K for the year ended December                  31, 1999                  and incorporated herein by reference.                                                                                                                                                                                                          |
|-----------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| [                  2] | Filed                  as an exhibit to Report on Form 10-Q for the quarter ended March                  31, 2004                  and incorporated herein by reference.                                                                                                                                                                                                          |
| [                  3] | Filed                  as an exhibit to Report on Form 10-Q for quarter ended June 30,                  2003 and                  incorporated herein by reference                                                                                                                                                                                                                |
| [                  4] | Filed                  as an exhibit to Report on Form 10-K for year ended December 31, 2001                  and incorporated herein by reference                                                                                                                                                                                                                           |
| [5]                   | Filed                  as an exhibit to Report on Form 10-K for the year ended December                  31, 2005                  and incorporated herein by reference                                                                                                                                                                                                           |
| [                  6] | Filed                  as an exhibit to Registration Statement on Form S-4 (SEC No. 333-57677),                  filed June 25, 1998 and incorporated herein by                  reference.                                                                                                                                                                                       |
| [                  7] | Filed                  as an exhibit to Registration Statement on Form 8-A filed May 19,                  1999 and                  incorporated herein by reference.                                                                                                                                                                                                             |
| [                  8] | Filed                  as an exhibit to Registration Statement on Form 8-A/A-1 filed April                  18,                  2000 and incorporated herein by reference.                                                                                                                                                                                                       |
| [                  9] | Filed                  as an exhibit to Report on Form 8-K dated April 1, 2000 and incorporated                  herein by reference.                                                                                                                                                                                                                                             |
| [10]                  | Filed                  as an exhibit to Amendment No. 1 to Registration Statement on Form                  S-4                  (SEC No. 333-132744), filed June 7, 2006, and incorporated herein                  by                  reference.                                                                                                                                 |
| [11]                  | Filed                  with definitive Proxy Statement for 2000 Annual Meeting on April                  7, 2000                  and incorporated herein by reference.                                                                                                                                                                                                           |
| [12]                  | Filed                  as exhibit to Report on Form 8-K dated May 22, 2006 and incorporated                  herein by reference.                                                                                                                                                                                                                                                 |
| [13]                  | Filed                  as exhibit to Report on Form 10-Q for quarter ended June 30, 2006                  and                  incorporated herein by reference.                                                                                                                                                                                                                  |
| [14]                  | Filed                  with definitive Proxy Statement for 2002 Annual Meeting on April                  8, 2002                  and incorporated herein by reference.                                                                                                                                                                                                           |
| [15]                  | Filed                  as an exhibit to Report on Form 10-K for the year ended December                  31, 1998                  and incorporated herein by reference.                                                                                                                                                                                                          |
| [16]                  | Filed                  as an exhibit to Report on Form 10-K for the year ended December                  31, 2000                  and incorporated herein by reference.                                                                                                                                                                                                          |
| [17]                  | Filed                  as an exhibit to Report on Form 10-Q/A for the quarter ended September                  30,                  2001 and incorporated herein by reference.                                                                                                                                                                                                    |
| [18]                  | Filed                  as an exhibit to Report on Form 10-K for the year ended December                  31, 2004                  and incorporated herein by reference.                                                                                                                                                                                                          |
| [19]                  | Filed                  as an exhibit to Report on Form 10-Q for the quarter ended March                  31, 2005                  and incorporated herein by reference.                                                                                                                                                                                                          |
| [20]                  | Filed                  as an exhibit to Report on Form 10-Q for the quarter ended March                  31, 1999                  and incorporated herein by reference.                                                                                                                                                                                                          |
| [21]                  | Filed                  as an exhibit to Report on Form 10-Q/A for the quarter ended June                  30,                  2001, and incorporated herein by reference.                                                                                                                                                                                                        |
| [22]                  | Filed                  as an exhibit to Report on Form 10-K for year ended December 31,                  2002, and                  incorporated herein by reference.                                                                                                                                                                                                             |
| [23]                  | Filed                  as an exhibit to Report on Form 10-K/A for the year ended December                  31,                  2003 and incorporated herein by reference.                                                                                                                                                                                                        |
| [24]                  | Filed                  as an exhibit to Report on Form 10-Q for the quarter ended September                  30,                  2005 and incorporated herein by reference.                                                                                                                                                                                                      |
| [25]                  | Filed                  as an exhibit to Report on Form 10-K for year ended December 31,                  2006, and                  incorporated herein by reference.                                                                                                                                                                                                             |
| *                     | Management                  contract or compensation plan or arrangement required to be filed                  as an                  exhibit to this Form.                                                                                                                                                                                                                       |
| **                    | Portions                  of this exhibit have been omitted and filed separately with the                  Secretary                  of the Securities and Exchange Commission pursuant to Registrant’s request                  for confidential treatment of such information under Rule 24b-2                  of the                  Securities Exchange Act of 1934. |
| ***                   | Filed                  herewith.                                                                                                                                                                                                                                                                                                                                                  |
|                  |                                                                                                                                                                                                                                                                                                                                                                              |