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Sidley Austin Brown & Wood LLP

  beijing

  brussels

  chicago

  dallas

  geneva

  hong kong

  london

  1501 K Street, N.W.

  Washington, D.C.  20005

  Telephone 202 736 8000

  Facsimile 202 736 8711

  www.sidley.com

  Founded 1866

  los
  angeles

  new york

  san francisco

  shanghai

  singapore

  tokyo

  washington, d.c.

  writer’s
  direct number

  (202) 736-8660

  writer’s
  e-mail address

  aghais@sidley.com

  June 1, 2005

BY EDGAR

Larry Spirgel

Assistant Director

Division of Corporation Finance

United States Securities and
Exchange Commission

100 F Street, NE

Washington, DC  20549

  RE:

  ClearComm,
  L.P.

  Form 10-K
  for the fiscal year ended December 31, 2004

  File No. 0-28362

Dear Mr. Spirgel:

On behalf of
our client, ClearComm, L.P. (the “Partnership”), we are responding to the
comments of the staff of the Securities and Exchange Commission (the “Commission”)
as set forth in your letter dated May 17, 2005 to Mr. Javier O.
Lamoso, President of the Partnership’s general partner, with respect to the
Partnership’s Form 10-K for the fiscal year ended December 31, 2004 (the “Form 10-K”).  The Form 10-K was filed with the
Commission on March 29, 2005.

In your
letter, you asked that the Partnership provide you with a written response to
the comments made in your letter and, in addition, that the Partnership file an
amended Form 10-K (the “Form 10-K/A”) that reflects changes made in
response to your comments.  Accordingly,
we have provided below each of the comments made in your letter, and the
Partnership’s responses to each such comment.
The headings and numbered paragraphs below correspond to the headings
and numbered paragraphs in your letter.
We will file the Form 10-K/A concurrently with the submission of
this letter to you.

Item 6 – Selected financial data, page 10

  1.

  Revise to
  include selected financial data for each of the last five fiscal years of the
  registrant in accordance with Item 301 of Regulation S-K.

Partnership’s Response:  The Form 10-K/A will include selected
financial data for each of the last five fiscal years in accordance with Item
301 of Regulation S-K.

Report of
independent public accountants, page 22

2.             Ask your auditors to
revise their report for the following:

•      to
make reference to the Standards of the Public Company Accounting Oversight
Board in accordance with auditing standard no. 1 of the PCAOB; and

•      to
include a signed audit report.

Partnership’s Response:  Our Auditors have revised their report in the
manner you have instructed, and the revised report will be included with the Form 10-K/A.

Statements of
operations, page 24

3.             Revise the statement
of operations to include depreciation and amortization within operating
expenses.  Also, if costs and expenses
applicable to sales and revenue exclude depreciation and amortization directly
applicable to the generation of revenue, then revise your presentation to
comply with SAB 11:B.

Partnership’s Response:  The Partnership has revised the statement of
operations to include depreciation and amortization within operating
expenses.  Also, the Partnership has revised
the cost of sales line item to read “Cost of handsets and accessories sold,
exclusive of items shown separately below” pursuant to SAB 11:B.  These revisions will be included in the Form 10-K/A.

4.             We note that you paid
commissions to salesmen and dealers.
Provide us more details about the different types of commissions.  Tell us the consideration given to EITF 01-9
in the classification of these commissions as operating expenses rather than a
reduction of revenues.

Partnership’s Response:  Through the Partnership’s subsidiary, NewComm
Wireless Services, Inc. (“NewComm”), the Partnership pays two types of
commissions to its sales people and dealers:

(a)                                  Fixed commission for line activation.  In the direct sales channel, each sales
employee earns an hourly wage, as well as a commission for each activation,
subject to meeting his minimum sales quota.
In the indirect sales channel, NewComm compensates the authorized dealer
strictly via a commission for the activation.
The sales commission does not vary based upon the customer’s subsequent
service usage; that is, if a customer

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invoices an average of $300 per month, the salesperson does not get a
higher commission than he would if the customer invoices an average of $30 per
month; and

(b)           Percentage commission on prepaid cards sold through indirect channels.  NewComm sells prepaid cards through its
direct and indirect sales channels.  In
the direct channel, the sales person does not receive any commission, but is
instead compensated by means of an hourly wage.
In the indirect channel, the sales person does not receive any
compensation except the commission, which is a percentage of the face value of
cards sold, varying from 15% to 20%.

With respect
to these two types of commissions (and in both the direct and indirect sales
channels), NewComm is receiving a direct benefit from the sales person in
return for the commission paid.  In the
case of activation commissions paid in the direct channel, the sales commission
paid to the NewComm employee works to bring the average hourly wage of the
employee up to an expected level within the market, when using the sum of both
the hourly wage and the sales commission in the calculation of the hourly average.  The payment of a portion of the employee’s
compensation via the sales commission simply serves to reinforce the employee
behavior that is desired by the Company (i.e., selling
new lines).  In the case of the
activation commission paid to the indirect channel, NewComm benefits from
services provided by the authorized dealer, including inventory and contract
management, customer contact, sales facilities rental and maintenance, and the
like.

In the case of
the commission paid in the indirect channel for prepaid cards, NewComm similarly
benefits from services provided by the authorized dealer, including, in this
instance, inventory management of prepaid card and PIN, distribution to end
sales channel, and billing and collection from final point-of-sale location.  In the case of distribution of prepaid cards
in the direct sales channel, NewComm incurs the distribution costs directly.

Based on these
facts, the Partnership believes that the classification of these commissions as
operating expenses is the appropriate recording pursuant to EITF 01-9.

5.             Revise to show the
Minority interest in income (loss) of NewComm on the face of the income
statement in accordance with Rule 5-03 (12) of Regulation S-X.

Partnership’s Response:  Due to the facts and circumstances described
below, the Partnership has not revised its Statement of Operations to show
Minority interest in income (loss) of NewComm on the face of the income
statement in accordance with Rule 5-03 (12) of Regulation S-X:

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•              During
the calendar year ended December 31, 2000, an outside group of investors
invested $10 million in NewComm in exchange for shares of capital stock of
NewComm, which was at the time a wholly owned subsidiary of the Partnership.  NewComm’s stockholders’ deficit at the time
of the transaction was $51.6 million.

•              During
the calendar year ended December 31, 2001, the same group of investors invested
an additional $5 million in exchange for additional shares of capital stock of
NewComm.  NewComm’s stockholders’ deficit
was $77.5 million.

•              For
both of the foregoing periods, the transaction was recorded as a minority
interest liability, whereby an equity pick-up of NewComm’s net loss was made at
consolidation.  As a result, the Partnership
recorded a minority interest liability of $9,717,529 (in 2000) and $13,362,939
(in 2001), and a minority interest share of the operating losses of $282,471
(in 2000) and $1,354,590 (in 2001).

•              The
transactions were recorded in this manner on the basis of Generally Accepted
Accounting Principles and FAS 94 (Consolidation of All Majority-Owned
Subsidiaries), which state that consolidated financial statements should show a
Minority interest in net income which is deducted to arrive at consolidated net
income.  In addition, the “liquidation
preference” clause in the stockholder agreement executed between NewComm and
the outside group of investors would create a minority interest liability.  The liquidation preference would provide the
new investors with preferential treatment (similar to a preferred stockholder)
in the event of a liquidating event, thus creating a liability to them.

•              On
April 28, 2003, 10 months after Deloitte & Touche, LLP (“Deloitte”)
(the Partnership’s auditor at the time) began the audit examination of the
Partnership for the year ended December 31, 2002, and well after the filing
deadline for the Partnership’s Form 10-K for the fiscal year ended
December 31, 2002, Deloitte examined the transactions giving rise to the
minority interest liability and, as described in a letter from Deloitte to the
Partnership, concluded that:

“In light of
the absence of any guaranty or other contractual obligation to reimburse their
share of operating losses in excess of their investment by the minority
investors in NewComm . . . the amount of the minority interest should be zero.”

In its
analysis, Deloitte made reference to FAS 94, which states in relevant part that:

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“Minority
interests are theoretically limited to the extent of their equity capital and
losses in excess of minority interest equity capital are charged against the
majority interest.”

•              After
analyzing Deloitte’s position described above, consulting with Kevane Soto
Pasarell Grant Thornton, LLP (the Partnership’s current auditors), and
reviewing the interpretation given previously to the liquidation clause in the
stockholder’s agreement (described above), the Partnership agreed that even
though there is an obligation from the Partnership to the investors to pay an
amount equal to the original purchase price plus all dividends accrued but
unpaid on the shares, the payment would be dependent upon the existence of available
funds.  Accordingly, the Partnership
concluded that no minority interest liability or loss should be recorded pursuant
to GAAP, FAS 94 and Rule 5-03 (12) of Regulation S-X.

For your
convenience, and for additional background information regarding the foregoing,
we refer you to the Form 8-K filed with the Commission on June 16,
2003, the Form 8-K/A filed with the Commission on July 7, 2003, the
Commission’s letter dated July 7, 2003 to Mr. Javier O. Lamoso,
President of the Partnership’s general partner, and the letter dated
July 14, 2003 from this law firm (on behalf of the Partnership) to the
Commission.

Note 3 –
Significant accounting policies

(h) Inventories, page 30

6.             Explain to us the new
method to account for the loss on sale of handsets.  To help us understand your accounting, please
provide us the related journal entries.

Partnership’s Response:  At the beginning of 2003, the Partnership elected
to implement a change in the accounting convention relating to the manner in
which NewComm presents its inventory balances in our financial statements.

It is an
industry practice in the wireless communications industry to sell the handset
used for service to the end customer at a price significantly below the cost of
the unit.  The amount of the handset
subsidy is considered in the business model of the carrier to be part of the
cost of acquisition of the customer, and is recuperated over the life of the
cellular contract.

In order to
more conservatively state the Partnership’s inventory balances at the expected
selling price to the final customer, at the beginning of 2003, NewComm
implemented the use of a reserve account to present inventory balances at the “lower
of cost or market value.”  Sales
information from the previous 12 months is used to calculate the average

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selling price
per handset, and those handsets that have a value higher than the average
market selling price are lowered to the average selling price through use of
the reserve.

The
Partnership continued to use this accounting convention during 2004 and 2005,
and does not expect to change this convention in the foreseeable future.  The journal entries booked to the Partnership’s
financial statements during 2004 to reflect the appropriate reserve were as
follows:

  a-

  To record Additional Reserve

  Dr. Least of Cost or
  Market (“LOCM”) Expense

  XXXX

  Cr.

  Inventory Reserve LOCM

  XXXX

  b-

  To adjust Excess of Inventory Reserve

  Dr.
  Inventory Reserve LOCM

  XXXX

  Cr.

  LOCM Expense

  XXXX

  c-

  To adjust Inventory Balance

  Dr. Inventory
  Reserve LOCM

  XXXX

  Cr.

  Inventory –
  New Stock

  XXXX

Item 9A,
Control and procedures, page 55

7.             We note in last
sentence that “There have been no significant changes
in the Company’s internal controls or in other factors that could significantly
affect internal controls, subsequent to the date the President and Chief
Officer completed their evaluations.”
Please confirm in writing whether there was any
change in your internal control over financial reporting identified in
connection with an evaluation thereof that occurred during the period covered
by the above report that has materially affected, or is reasonably likely to
materially affect, your internal control over financial reporting.  Please see Item 308(c) of Regulation
S-K.  Please also revise your future
filings accordingly.

Partnership’s Response:  The Partnership confirms that there has not
been any change in its internal control over financial reporting identified in
connection with an evaluation thereof that occurred during the period covered
by the Form 10-K that has materially

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affected, or
is reasonably likely to materially affect, its internal control over financial
reporting.  Pursuant to Item 308(c) of
Regulation S-K, and in response to your instructions, Item 9A in the
Form 10-K/A and the Partnership’s future filings will include disclosure
consistent with the preceding sentence.

****

In addition, in response to your request, we
have attached to this letter as Exhibit A a statement from Mr. Javier O.
Lamoso, President of the Partnership’s general partner,  acknowledging that (i) the Partnership is
responsible for the adequacy and accuracy of the disclosure in the filings;
(ii) staff comments or changes to disclosure in response to staff comments
in the filings reviewed by the staff do not foreclose the Commission from
taking any action with respect to the filing; and (iii) the Partnership may
not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

If you have any questions or comments regarding the Partnership’s
response to the staff’s comments or require additional information, please
contact me at the above phone number.

  Sincerely,

  /s/Aaron A.
  Ghais

  Aaron A.
  Ghais

cc:           Javier O.
Lamoso

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EXHIBIT A

Acknowledgment

[CLEARCOMM, L.P. LETTERHEAD]

Larry Spirgel

Assistant Director

Division of Corporation Finance

United States Securities and
Exchange Commission

100 F Street, NE

Washington, DC  20549

  RE:

  ClearComm,
  L.P.

  Form 10-K
  for the fiscal year ended December 31, 2004

  File No. 0-28362

Dear Mr. Spirgel:

For and on behalf of ClearComm, L.P. (the “Partnership”),
I hereby acknowledge the following:

•      the
Partnership is responsible for the adequacy and accuracy of the disclosure in
the filings;

•      staff
comments or changes to disclosure in response to staff comments in the filings
reviewed by the staff do not foreclose the Commission from taking any action
with respect to the filing; and