May 25, 2005

By Facsimile and U.S. Mail

Raymond B. Ostroski
Senior Vice President, General Counsel &
Secretary
Commonwealth Telephone Enterprises, Inc.
100 CTE Drive
Dallas, Pennsylvania 18612-9774

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, Amendment No. 1
		Schedule TO-I, Amendment No. 1
		Filed May 18, 2004

Dear Mr. Ostroski, Ms. Fato and Mr. Pitts:

	We have the following comments on the above-referenced
amendments:
Form S-4

Material Differences Between the Old Notes and New Notes, page 5
1. We reissue comments 3 and 4 in part.  It is unclear if you have
summarized all material differences between the new and old notes.
Tell us, for example, whether each of the provisions of the new
notes
explained on pages 6-8 are identical to provisions in the old
notes
and whether the features of the new notes described on the cover
page
of the prospectus are identical to features of the old notes.
Clarify whether the old notes were registered.  Also revise this
summary to provide additional detail regarding the differences
between the old and new notes as required by Item 1004(a)(1)(x) of
Regulation M-A.  Consider providing this disclosure in dual
column,
bullet point format so that each difference is clear.  For
example,
rather than summarizing only conversion feature of the new notes,
describe the conversion features of both the old and new notes so
that the difference is clear.  Provide additional detail regarding
how the conversion differs based on "Specified Corporate
Transactions," cash dividends, etc., to the extent applicable.
Summarize how "the amount of cash [you] deliver may be less than
the
value of [your] common stock following conversion" and how much
less,
to the extent practicable.

Material United States Federal Income Tax Considerations, page 49
2. We reissue comment 15.  As state in our prior comment, 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.  For example, we
note on pages 49-50 that you continue to state what the tax
consequences "should" be without providing the requisite
explanations.  Also, on page 50 you continue to state how the
company
"intend[s] to treat the exchange fee" rather that providing a
legal
opinion regarding tax consequences of the exchange fee.
Furthermore,
you have not explained why counsel is unable to provide a
definitive
opinion.  Finally, revise the tax disclosure in your risk factors
and
summary term sheet accordingly.
3. We reissue comment 16.  Counsel cannot disclaim responsibility
for
the tax disclosure in the document.  Please delete the disclaimers
cited in prior comment 16.
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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Raymond B. Ostroski
Luciana Fato
Andrew J. Pitts
May 25, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE