SecProbe.io

CORRESP
1
filename1.htm

corresp

March 25, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0306

Attention: Daniel F. Duchovny, Attorney-Advisor

Re: Nextel Communications, Inc.

Schedule TO-I and TO-I/A
(SEC File Number
005-42889)

Filed March 3, 2005 and amended March 17, 2005

Ladies and Gentlemen:

     Nextel Communications, Inc. submits the following letter in response to your letter
dated March 22, 2005. This letter is being provided to you in connection with Nextel’s offer to exchange its Series B Zero Coupon
Convertible Preferred Stock Due 2013 for all outstanding Zero Coupon Convertible Preferred Stock
Due 2013.

     For your convenience, we have included your comment in the body of this letter and have
provided Nextel’s responses thereto immediately following the comment.

Solicitation of Consents and Offer to Exchange

The Consent Solicitation — Consent Solicitation Agent — Page 18

    1.
    We note your response to our previous comment number 3. Please advise us regarding the steps
being taken to ensure that the consent solicitation agent is only soliciting consents. For
example, what instructions have been given to the agent and its employees? If the agent is
using a script, please provide a copy supplementally.

    No written script was prepared for or used by the consent solicitation agent in connection
with the consent solicitation. However, to ensure that the consent solicitation agent only
solicited consents, Nextel specifically instructed the consent
solicitation agent that its representatives were only to
solicit consents in the consent solicitation, were not to discuss the exchange
offer with any holder, and also were not to answer any questions regarding the exchange offer. In the course
of soliciting consents in the consent solicitation, the solicitation agent was instructed
to, and only did, refer holders of the preferred stock to the relevant portions of the
distributed materials that pertained to the consent solicitation. In no event was a holder
referred to any portion of the distributed materials pertaining to the exchange offer. To
the extent that the consent solicitation agent received questions from holders with respect
to the exchange offer in the course of performing its duties as consent

    solicitation agent in the consent solicitation, the consent solicitation agent was
instructed to refer such calls to the information agent for the exchange offer (if such
calls related solely to requests for additional documentation) or to Nextel’s investor
relations department (if such calls were related in any other way to the exchange offer)
and, in any event, not to answer such questions.

Following
receipt of your March 22, 2005 letter, Nextel confirmed with the consent
solicitation agent that all such instructions were followed during the course of the consent
solicitation.

* * * *

     We hope that the foregoing is responsive to your comments. If you have any questions with
respect to this letter, please feel free to contact the undersigned in our Dallas office at (214)
220-4511 or Meredith Berkowitz in our New York office at (212) 326-3741.

Very truly yours,

Kathleen R. McLaurin

    cc:

    Leonard J. Kennedy, Esq., Senior Vice President and General Counsel

Gary D. Begeman, Vice President and Deputy General Counsel

Richard S. Lindahl, Vice President and Treasurer

Nextel Communications, Inc.

    Meredith Berkowitz

Jones Day

    Pam Carmody, Special Counsel

Securities and Exchange Commission