May 11, 2005

By Facsimile and U.S. Mail

Luciana Fato
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017

Andrew J. Pitts
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019-7475

	Re:	Commonwealth Telephone Enterprises, Inc.
		Registration Statement on Form S-4
		Schedule TO-I
		Filed May 3, 2004

Dear Ms. Fato and Mr. Pitts:

	We have conducted a limited review of the above-referenced
filing and have the following comments:

Schedule TO-I
1. We note that you have filed a Schedule TO-I and a letter of
transmittal, and you have included a modified legend on the cover
page of the prospectus; however, you have not included the
expiration
date in the prospectus or in the letter of transmittal and the
legend
and cover page indicate that the prospectus is not complete.  We
understand from counsel that the company did not intend to
commence
the exchange offer.  Tell us whether you have received any tenders
in
the offer.  Please revise the registration statement and Schedule
TO-
I to clarify that the company has not commenced the offer.
Form S-4
Registration Statement Cover Page

2. Please indicate the amount of common stock issuable upon
conversion of the new notes in the "Calculation of Registration
Fee"
table.  You should use a good-faith estimate to register the
maximum
amount of shares that could be issued upon conversion of the new
notes.  If that estimate is insufficient, the company will need to
file a new registration statement to register for resale
additional
shares at the appropriate time.  With regard to your footnote
number
3, please note that Rule 416 does not permit you to register an
indeterminate amount of common stock to be issued upon conversion
of
the new notes.  See Phone Interpretation 2S from the March 1999
Supplement (Securities Act Rules subsection).
3. We note that the purpose of this offer is to change the
settlement
terms of the notes, and the notes are otherwise identical to the
old
notes.  Provide additional information regarding the purpose of
the
exchange offer.  For example, tell us whether the exchange offer
is
being conducted to avoid the tax treatment addressed in EITF Issue
No. 04-8.  If so, please expand your discussion of the purpose of
the
exchange offer to indicate the material effects that will result
from
your consummation of the exchange offering, due to the applicable
accounting rules, the conversion features of your new notes, or
otherwise.  Please ensure that your discussion briefly explains
the
impact that the conversion features of your new notes will have on
the number of shares that you include in the calculation of the
number of your fully diluted shares outstanding as compared to the
number of shares that would be have been calculated based upon the
conversion features of your old notes.  In addition, please
describe
EITF Issue No. 04-8 and its application and provide the following
information:

* Describe the contingent conversion provisions of the outstanding
notes so that it`s clear how EITF Issue No. 04-8 applies,
including,
for example, the implied conversion price and market price
trigger.
* Clarify that the exchange will result in the company reporting
higher EPS (retroactively and prospectively) than if the exchange
did
not occur.  Give an example of what the effect on 2004 reported
EPS
would be if the exchange did not occur.
* Confirm on a supplemental basis, if true, that you applied the
guidance in EITF Issue No. 96-19 with respect to your accounting
treatment for the exchange transaction.
4. Revise the summary of material differences of the notes to
summarize the material risks of the new notes where those risks
differ from the risks of the outstanding notes.  In this regard,
we
note that your disclosures beginning on page 9 appear to describe
risks associated with the new notes only without contrasting them
to
risks currently existing under the outstanding notes.
5. In addition, describe the effect on the company`s liquidity and
capital resources from the cash settlement provisions of the new
notes, and discuss the means by which the company reasonably
expects
to finance the cash requirement resulting from conversion of the
new
notes.


Where You Can Find More Information, page i
6. Schedule TO does not specifically allow you to forward
incorporate
disclosure in subsequently filed documents.  In fact, doing so is
inconsistent with the technical requirements of General
Instruction F
of Schedule TO and your obligation under Rules 13e-4(c)(3) and
13e-
4(e)(3) to amend the Schedule to reflect a material change in the
information previously disclosed.  Please revise.
Forward-Looking Statements, page ii
7. We note that the "prospectus contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act an [you] intend t hat such
forward-looking statements be subject to these safe harbors."  The
Private Securities Litigation Reform Act does not apply to
statements
made in connection with an exchange offer.  See Section
21E(b)(2)(C)
of the Securities Exchange Act of 1934.  See also Q&A No. 2 in
Section I.M. of the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations, which is available
on
our website at www.sec.gov.  Please eliminate any reference to the
safe harbor and the Act.
8. You state that you "undertake no obligation to update any
forward-
looking statement . . . ."  Similar language is included on page
i.
This disclosure is inconsistent with your obligation under Rule
13e-
4(d)(2) to amend the document to reflect a material change in the
information previously disclosed.  Please revise both sections
accordingly.

Selected Consolidated Financial Information, page 18
9. We note from page ii that you incorporate by reference the
financial information required by Item 1010(a) of Regulation M-A.
Item 1010(c) of Regulation M-A requires that at least a summary of
that information be disseminated to security holders.  See
Instruction 6 to Item 10 of Schedule TO and Regulation M-A
telephone
interpretation H.7 available at www.sec.gov in the July 2001
Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations.  Please revise to
include at least the summary financial information required by
Item
1010(c), including both more detailed summarized information and
book
value per share.  Also, provide us your analysis regarding why pro
forma information is not material.

Conditions of the Exchange Offer, page 22
10. Refer to the disclosure at the end of the introductory
paragraph
and in paragraph (2), which relates to the company`s determination
whether the triggering of a condition "makes it inadvisable" or
"impractical" to proceed with the offer.  Please note that, when a
condition is triggered and the company decides to proceed with the
offer anyway, we believe that this constitutes a waiver of the
triggered condition(s). You may not rely on this language to
tacitly
waive a condition of the offer by failing to assert it.  Please
confirm your understanding on a supplemental basis.
11. A tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or
indirect control of the bidder, and are drafted with sufficient
specificity to allow for objective verification that the
conditions
have been satisfied.  With this in mind, revise the second bullet
point in the first paragraph to clarify the meaning of "prospects"
and to clarify if the event must have a material and adverse
effect
on holders of old notes.

Withdrawal of Tenders, page 27
12. Why are note holders who wish to withdraw tendered notes
required
to withdraw all notes they have tendered?

Certain United States Federal Income Tax Consequences, page 49
13. Revise this subsection and its title to clarify that counsel
has
opined with respect to all material federal tax consequences of
the
transaction.  Eliminate the terms "certain" and "summary."  Also
revise the associated disclosure in the summary term sheet and the
reference to this section in counsel`s opinion.
14. We note that, in Exhibit 8.1, counsel has provided a short
form
tax opinion which affirms that the disclosure in this section is
counsel`s opinion.  Please revise this section to state counsel`s
opinion.  For example, we note that on page 49 you describe the
company`s beliefs regarding the tax consequences.
15. We note that this section describes what the tax consequences
of
the exchange "should" be.  Revise this section to unequivocally
state
the tax consequences of this transaction.  If doubt exists, then
revise this section to provide an opinion on what the tax
consequences "should" be or "are more likely than not" to be.
Revise
to disclose that counsel cannot opine on the material federal tax
consequences, to explain why counsel is not able to opine on a the
material federal income tax consequences, describe the degree of
uncertainty in the opinion and clarify your disclosure of the
possible outcomes and risks to investors.
16. Eliminate the disclaimers in the last sentence of the
"Constructive Dividends" paragraph and the "Possible Alternative
Tax
Characterization of the Exchange" paragraph on page 50 and any
similar statements in this section.  You must provide counsel`s
opinion of the material federal tax consequences of the exchange
and
note holders are entitled to rely on this disclosure.  In
addition,
while you while you may recommend that investors consult their own
tax advisors, particularly with respect to tax consequences that
may
very on an individual basis, you may not "urge" them to do so.
Eliminate this language from page 49.
Closing Comments

      As appropriate, please amend your registration statement and
Schedule TO in response to these comments.  You may wish to
provide
us with marked copies of the amendment to expedite our review.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct any questions to me at (202) 551-3262.  You
may
also contact me by facsimile at (202) 772-9203.

      Sincerely,



      Abby Adams
Special Counsel
      Office of Mergers and Acquisitions
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Luciana Fato
Andrew J. Pitts
May 11, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE