January 6, 2025

Paul H. Sunu
Chief Executive Officer
Windstream Parent, Inc.
4005 Rodney Parham Road
Little Rock, AR 72212

       Re: Windstream Parent, Inc.
           Amendment No. 3 to Registration Statement on Form S-4
           Filed December 5, 2024
           File No. 333-281068
Dear Paul H. Sunu:

     We have reviewed your amended registration statement and have the
following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

        After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our November 18,
2024
letter.

Amendment No. 3 to Form S-4 filed December 5, 2024
Information about New Uniti, page 60

1.     We note your disclosure on page 60 states, "Non-recurring amounts in
this context
       include the expected net income tax benefit relating to Uniti not
qualifying as a REIT
       after the Closing and the tax impacts relating to the IRS Ruling
Request." However, it
       appears that $986 million of the non-recurring gain recognized for the
year ended
       December 31, 2023 relates to settlement of pre-existing relationships
between
       Windstream and Uniti. Specifically, most of the gain is due to the
structure of the
       business combination and Windstream and Uniti using different accounting
for the
       same transactions. Please disclose this information in your filing.
 January 6, 2025
Page 2

Unaudited Pro Forma Condensed Combined Financial Information, page 72

2.     We continue to consider your responses to prior comments 6, 18 and 20 of
your letter
       dated October 29, 2024 along with your responses to the related comments
in your
       letter dated December 5, 2024.
3.     We note your response to prior comment 16. Please provide disclosure
similar to your
       response in your unaudited pro forma financial information.
4.     Please explain in your filing why depreciation and amortization expense
is decreasing
       while the property plant and equipment balance is increasing. Identify
in your
       disclosure the assets that you assigned longer estimated useful lives
and disclose the
       reasons for this change.
5.     Please explain in your filing why amortization expense is decreasing
while the
       intangible asset balance is increasing. Disclose if you have lengthened
the estimated
       useful lives and the reasons for this change.
Liquidity and Capital Resources Following the Merger, page 163

6.     We note your response to prior comment 21. However you did not address
the second
       part of our comment which asked for you to discuss the covenant
compliance
       obligations following the merger. Specifically, for each loan that has a
financial
       covenant, disclose the maintenance leverage ratio and disclose what you
believe will
       be the leverage ratio based on your unaudited pro forma financial
statements.
Windstream Holdings II, LLC, page F-1

7.     We note disclosure on page 52 that "Windstream is facing claims...
related to lead
       contained in copper network assets." Tell us how you considered ASC
450-20 with
       regards to this matter.
General

8.     With regard to the Merger, we note based on disclosure on page 96 that
the
       Management Incentive Plan cash payments are estimated to be $21 million
and the
       executive cash transaction bonus is estimated to be $20.1 million.
Please disclose
       these estimated cash payments and who will receive them at the forefront
of your
       filing.
 January 6, 2025
Page 3

        Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at
202-551-3361
if you have questions regarding comments on the financial statements and
related
matters. Please contact Edwin Kim at 202-551-3297 or Jan Woo at 202-551-3453
with any
other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Technology
cc:   Ben Pedersen, Esq.