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| x | Annual      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act      of 1934 |
|---|-----------------------------------------------------------------------------------------------------|

|  ̈ | Transition      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act      of 1934 |
|--------|---------------------------------------------------------------------------------------------------------|

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|   |                                                                     |   |                                              |   |
|--------|--------------------------------------------------------------------------|--------|---------------------------------------------------|--------|
|   | Delaware                                                                 |   | 74-3005133                                        |   |
|   | (State      or other jurisdiction of incorporation      or organization) |   | (I.R.S.      Employer Identification      Number) |   |
|   |                                                                     |   |                                              |   |
|   | 401      Carlson Circle, San Marcos, TX                                  |   | 78666                                             |   |
|   | (Address      of principal executive offices)                            |   | (Zip      Code)                                   |   |

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| Large      accelerated filer  ̈ |   | Accelerated      filer  ̈ |   | Non-accelerated      filer x |   | Smaller      reporting company  ̈ |
|------------------------------------------|--------|------------------------------------|--------|-----------------------------------|--------|--------------------------------------------|

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| ITEM 15. | EXHIBITS,      FINANCIAL STATEMENT SCHEDULES |
|---------------|----------------------------------------------|

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 3.1        |   | Restated      Certificate of Incorporation of Grande Communications Holdings, Inc.      (previously filed as exhibit 3.1 to Form 10-K dated March 31,      2006).                                                                                                                                                                                                                                                                                                                                            |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 3.2        |   | Bylaws      of Grande Communications Holdings, Inc. (previously filed as exhibit 3.2      to Form S-1 dated May 18, 2004).                                                                                                                                                                                                                                                                                                                                                                              |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 3.3        |   | Amendment      No. 1 to Bylaws of Grande Communications Holdings, Inc. (previously filed      as exhibit 3.3 to Form 10-Q dated November 5,  2004).                                                                                                                                                                                                                                                                                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 3.4        |   | Amendment      No. 2 to Bylaws of Grande Communications Holdings, Inc. (previously filed      as exhibit 3.4 to Form 10-K dated March 31, 2006).                                                                                                                                                                                                                                                                                                                                                             |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.1        |   | Indenture,      dated as of March 23, 2004, by and among Grande Communications Holdings,      Inc., the Guarantors named therein and U.S. Bank National Association      (previously filed as exhibit 4.1 to Form S-1 dated May 18,      2004).                                                                                                                                                                                                                                                         |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.2        |   | Registration      Rights Agreement, dated as of March 23, 2004, by and among Grande      Communications Holdings, Inc., the Guarantors named therein, Bear, Stearns      & Co. Inc. and Deutsche Bank Securities Inc. (previously filed as      exhibit 4.2 to Form S-1 dated May 18, 2004).                                                                                                                                                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.3        |   | Form      of 14% Senior Secured Note due 2011 issued in connection with March 2004      offering (previously filed as exhibit 4.3 to Form S-1 dated May 18,      2004).                                                                                                                                                                                                                                                                                                                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.4        |   | Pledge      and Security Agreement, dated March 23, 2004, by and among Grande      Communications Holdings, Inc., Grande Communications Networks, Inc.,      Grande Communications ClearSource, Inc., Grande Communications, Inc.,      Grande Communications Houston, Inc., Denton Telecom Holdings I, L.L.C.,      Denton Telecom Investors I, L.L.C, Denton Telecom Partners I, L.P., and      U.S. Bank National Association (previously filed as exhibit 4.4 to Form      S-1 dated May 18, 2004). |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.5        |   | Form      of 14% Senior Secured Notes due 2011 issued in connection with March 2007      private placement (previously filed as exhibit 4.5 to Form 10-K dated      March 31, 2006).                                                                                                                                                                                                                                                                                                                         |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.6        |   | Supplemental      Indenture, dated as of July 18, 2007, by and among Grande Communications      Holdings, Inc., the Guarantor named therein and U.S. Bank National      Association (previously filed as exhibit 10.1 to Form 8-K dated July 18,      2007).                                                                                                                                                                                                                                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1       |   | Grande      Communications Holdings, Inc. Second Amended and Restated 2000 Stock      Incentive Plan (previously filed as exhibit 10.1 to Form 8-K dated October      30, 2006).                                                                                                                                                                                                                                                                                                                             |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2+      |   | Employment      Agreement dated January 26, 2006 by and between Grande Communications      Networks, Inc. and Roy H. Chestnutt (previously filed as exhibit 10.3 to      Form 10-K dated March 31, 2006).                                                                                                                                                                                                                                                                                                    |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3       |   | Fifth      Amended and Restated Investor Rights Agreement dated December 12, 2005 by      and among Grande Communications Holdings, Inc., Current Investors,      Founders and New Investors (previously filed as exhibit 10.4 to Form 10-K      dated March 31, 2006).                                                                                                                                                                                                                                      |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.4       |   | Lease      Agreement between Grande Communications Networks, Inc. and GRC (TX)      Limited Partnership, dated August 7, 2003 (previously filed as exhibit      10.5 to Form S-1 dated May 18, 2004).                                                                                                                                                                                                                                                                                                   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.5+      |   | Amendment      to Employment Agreement, entered into as of June 28, 2006, by and between      Grande Communications Networks, Inc. and Roy H. Chestnutt (previously      filed as exhibit 10.1 to Form 8-K dated July 3, 2006).                                                                                                                                                                                                                                                                              |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.6+      |   | Employment      Agreement, entered into as of June 28, 2006, by and between Grande      Communications Networks, Inc. and W.K.L. “Scott” Ferguson, Jr. (previously      filed as exhibit 10.1 to Form 8-K dated July 5, 2006).                                                                                                                                                                                                                                                                   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.7+      |   | Employment      Agreement, entered into as of June 28, 2006, by and between Grande      Communications Networks, Inc. and Michael Wilfley (previously filed as      exhibit 10.2 to Form 8-K dated July 5,2006).                                                                                                                                                                                                                                                                                             |

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| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.8+      |   | Form      of Incentive Stock Option Agreement (Common Stock - Regular) (previously      filed as exhibit 10.4 to Form 8-K dated July 5, 2006).                                                                                                                                                                                                                                                                                                                                                                           |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.9+      |   | Form      of Incentive Stock Option Agreement (Common Stock - Executive Compensation      Shares) (previously filed as exhibit 10.5 to Form 8-K dated July 5,      2006).                                                                                                                                                                                                                                                                                                                                                |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.10+     |   | Form      of Incentive Stock Option Agreement (Series H Preferred Stock) (previously      filed as exhibit 10.6 to Form 8-K dated July 5, 2006).                                                                                                                                                                                                                                                                                                                                                                         |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.11+     |   | Form      of Nonqualified Stock Option Agreement (Common Stock - Regular)      (previously filed as exhibit 10.7 to Form 8-K dated July 5,      2006).                                                                                                                                                                                                                                                                                                                                                                   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.12+     |   | Form      of Nonqualified Stock Option Agreement (Common Stock - Executive      Compensation Shares) (previously filed as exhibit 10.8 to Form 8-K dated      July 5, 2006).                                                                                                                                                                                                                                                                                                                                             |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.13+     |   | Form      of Nonqualified Stock Option Agreement (Series H Preferred Stock)      (previously filed as exhibit 10.9 to Form 8-K dated July 5,      2006).                                                                                                                                                                                                                                                                                                                                                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.14      |   | Schedule      No. 05, dated May 2, 2007, between Varilease Finance, Inc. as Secured      Party, and Grande Communications Holdings, Inc., as Co-Debtor and Grande      Communications Networks, Inc. as Co-Debtor to the Master Lease Agreement      dated as of March 14, 2006 between Varilease Finance, Inc., Grande      Communications Holdings, Inc. and Grande Communications Networks, Inc.      (previously filed as exhibit 10.17 to Form Post Effective Amendment No. 3      to Form S-1 dated May 23, 2007). |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.15      |   | Purchase      Agreement dated July 6, 2007 by and among Grande Communications Holdings,      Inc., Grande Communications Networks, Inc., Goldman, Sachs & Co.,      Highland Crusader Offshore Partners, L.P., Communications Media Advisors,      LLC and Highland Capital Management, L.P. (previously filed as exhibit      10.1 to Form 8-K dated July 11, 2007).                                                                                                                                                |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.16+     |   | Second      Amendment to Employment Agreement, entered into as of February 5, 2008, by      and between Grande Communications Networks, Inc. and Roy H. Chestnutt      (previously filed as exhibit 10.16 to Form 10-K dated March 31,      2008).                                                                                                                                                                                                                                                                       |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.17+     |   | Amendment      to Employment Agreement, entered into as of February 5, 2008, by and      between Grande Communications Networks, Inc. and W.K.L. “Scott” Ferguson,      Jr. (previously filed as exhibit 10.17 to Form 10-K dated March 31,      2008).                                                                                                                                                                                                                                                      |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.18+     |   | Amendment      to Employment Agreement, entered into as of February 5, 2008, by and      between Grande Communications Networks, Inc. and Michael Wilfley      (previously filed as exhibit 10.18 to Form 10-K dated March 31,      2008).                                                                                                                                                                                                                                                                               |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21         |   | Subsidiaries      of Registrant (previously filed as exhibit 21 to Form 10-K dated March 31,      2007).                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 23.1       |   | Consent      of Ernst & Young LLP (previously filed as exhibit 23.1 to Form 10-K      dated March 31, 2008).                                                                                                                                                                                                                                                                                                                                                                                                         |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 24         |   | Power      of Attorney of Grande Communications Holdings, Inc. (previously filed on      the signature page to Form 10-K dated March 31, 2008).                                                                                                                                                                                                                                                                                                                                                                          |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 31.1*      |   | Certification      pursuant to Section 302 of the Sabanes-Oxley Act of 2002 (18 U.S.C.      Section 1350).                                                                                                                                                                                                                                                                                                                                                                                                               |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 31.2*      |   | Certification      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.      Section 1350).                                                                                                                                                                                                                                                                                                                                                                                                              |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 32.1*      |   | Written      Statement of Chief Executive Officer and Chief Financial Officer pursuant      to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section      1350).                                                                                                                                                                                                                                                                                                                                              |

----

| * | Filed      herewith. |
|---|----------------------|

| + | Management      compensatory plan or agreement. |
|---|-------------------------------------------------|

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|                      |   |   |                                                                                               |
|---------------------------|--------|--------|----------------------------------------------------------------------------------------------------|
|                      |   |   | Grande      Communications Holdings, Inc.                                                          |
|                      |   |   | (Registrant)                                                                                       |
|                      |   |   |                                                                                               |
| Date:      April 25, 2008 |   | By:    | /s/    ROY      H. CHESTNUTT           |
|                      |   |   | Roy      H. Chestnutt                                                                              |
|                      |   |   | President,      Chief Executive Officer, and Chairman of the Board                                 |
|                      |   |   | (Duly      Authorized Officer and Principal Executive Officer)                                     |
|                      |   |   |                                                                                               |
|                      |   |   |                                                                                               |
| Date:      April 25, 2008 |   | By:    | /s/    MICHAEL      L. WILFLEY         |
|                      |   |   | Michael      L. Wilfley                                                                            |
|                      |   |   | Chief      Financial Officer                                                                       |
|                      |   |   | (Duly      Authorized Officer and Principal Financial  Officer)                                    |

| Signature                                    |   | Title                                                          |   | Date                |
|----------------------------------------------|--------|----------------------------------------------------------------|--------|---------------------|
|                                         |   |                                                           |   |                |
| /s/    ROY H. CHESTNUTT  |   | President,      Chief Executive Officer (Principal             |   | April      25, 2008 |
| Roy      H. Chestnutt                        |   | Executive      Officer) and Chairman of the Board of Directors |   |                |
|                                         |   |                                                           |   |                |
| /s/   MICHAEL L.      WILFLEY |   | Chief      Financial Officer (Principal Financial              |   | April      25, 2008 |
| Michael      L. Wilfley                      |   | Officer      and Principal Accounting Officer)                 |   |                |
|                                         |   |                                                           |   |                |
| *                                            |   |                                                           |   |                |
| Duncan      T. Butler                        |   | Director                                                       |   | April      25, 2008 |
|                                         |   |                                                           |   |                |
| *                                            |   | Director                                                       |   |                |
| John      C. Hockin                          |   |                                                           |   | April      25, 2008 |
|                                         |   |                                                           |   |                |
| *                                            |   | Director                                                       |   |                |
| David      C. Hull, Jr.                      |   |                                                           |   | April      25, 2008 |
|                                         |   |                                                           |   |                |
| *                                            |   | Director                                                       |   |                |
| William      Laverack, Jr.                   |   |                                                           |   | April      25, 2008 |
|                                         |   |                                                           |   |                |
| *                                            |   | Director                                                       |   |                |
| Richard      W. Orchard                      |   |                                                           |   | April      25, 2008 |
|                                         |   |                                                           |   |                |
| *                                            |   | Director                                                       |   |                |
| Lawrence      M. Schmeltekopf                |   |                                                           |   | April      25, 2008 |

| *By:   | /s/  Michael L. Wilfley    |   |
|--------|--------------------------------------|--------|
|   |         Michael L. Wilfley |   |
|   |         Attorney-in-Fact   |   |

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