SecProbe.io

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June 7, 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

	Re:	Commonwealth Telephone Enterprises, Inc.
		Registration Statement on Form S-4, Amendment No. 1
		Schedule TO-I, Amendment No. 2
		Filed June 2, 2005

Dear Mr. Ostroski and Ms. Fato:

	We have the following comments on the above-referenced
amendments:

Schedule TO-I
1. Revise the Schedule TO-I to incorporate the amended
registration
statement.
Form S-4

Material United States Federal Income Tax Considerations, page 52
2. We reissue comment 2.  You explain that counsel cannot provide
an
unqualified opinion with respect to the tax consequences discussed
on
pages 49 and 50 because "there is no authority directly addressing
the issue."  As state in our prior comment, please revise this
section to explain why counsel is not able to opine on the
material
federal income tax consequences and describe the degree of
uncertainty.  For example, please briefly explain the applicable
standards or guidance, such as how you determine whether there has
been a "significant modification" in the notes and why counsel
believes the receipt of the exchange fee should be ordinary income
rather than capital gains.  Provide similar disclosure on page 53
regarding constructive dividends.   In addition, revise the
"Constructive Dividends" paragraph to provide counsel`s opinion
regarding the tax consequences.  Remove the terms "may" and
"would"
from both sections.
3. Please refer to comment 3.  Unless the tax treatment of the
exchange could differ from security holder to security holder
based
on their particular circumstances, the revised disclaimers in the
third and sixth paragraphs on page 53 should be further revised or
removed.
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 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
June 7, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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