SecProbe.io

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Mail Stop 3561

      July 22, 2005

John Chapple
President, Chief Executive Officer
  and Chairman of the Board
Nextel Partners, Inc.
4500 Carillon Point
Kirkland, Washington  98033

RE:  	Nextel Partners, Inc.
      Preliminary Schedule 14A; File No. 0-29633
	Filed June 23, 2005

	Definitive additional soliciting materials
	Filed on June 23, July 5, and July 15, 2005

Dear Mr. Chapple:

	We have limited our review of your preliminary Schedule 14A
to
disclosure related to the exercise of the "put right" described in
your certificate and related matters and have the following
comments.
Please revise your filings to comply with these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with additional information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Schedule 14A

General

1. Please revise your preliminary merger proxy statement to
include
material additional information you have set forth in your
subsequent
proxy statement soliciting materials.  For example, include in the
appropriate risk factor and in your later fuller discussion of the
appraisal process, the number of days that equals the maximum
amount
of time allotted by your certificate for the determination of fair
market value by the three appraisers.

2. In your response letter, elaborate as to why you have filed
your
preliminary proxy statement at this time.  We note that the
Sprint-
Nextel Communications merger has not occurred and that your
certificate requires, for the put right to be exercisable, twenty
percent of your Class A common stockholders first to call a
special
meeting at which the put right exercise would be considered, and
then
only after you have sent a notice to the Class A common
stockholders
of the closing of the merger.  Describe to us the extent to which
you
have received indications from any Class A common stockholders
that
they will request such a special meeting.

3. We note that there is a significant degree of uncertainty
regarding when fair market value will be determinable, how the
various factors that comprise that determination will be
interpreted,
and the delays that may be associated with the appraisal process,
so
that it will be difficult for Class A common stockholders to make
a
reasonably informed decision when voting to exercise of the put
right.   Please provide us in your response letter with your
analysis
as to whether you should undertake to recirculate and resolicit
stockholder approval when the fair market value is determined or
in
the event the fair market value is determined to be outside of,
for
instance, the range of the floor and ceiling challenge prices you
estimate on page 32.

4. Tell us in your response letter why your solicitation of votes
to
exercise the put right or the closing of the Sprint-Nextel
Communications merger are not early steps of a going-private
transaction under Exchange Act Rule 13e-3 that require the filing
of
a Schedule 13e-3.

5. We note that the purchase price may be paid in cash or in stock
at
the option of Nextel WIP`s.  We also note Nextel Communications`
statement in its Rule 425 filing filed on July 13, 2005 that, "In
the
event that Nextel Partners` shareholders exercise the put right
and
Nextel`s subsidiary, Nextel WIP Corp., elects to pay the put price
in
shares of common stock, a registration statement will be filed
with
the SEC."  In your response letter, tell us whether you intend to
solicit proxies for approval of the exercise of the put right
prior
to any filing of a registration statement and, if so, why you
believe
this is consistent with the federal securities laws.

6. Please present in one place, either in the summary or under the
extended discussion of proposal one, a timeline or similar
presentation that shows the relationship in time to each other of
the
events that follow the put right exercise and the maximum amount
of
time the certificate provides for each event to be completed.
Also
include in the timeline the delay that would result from approving
the adjournment of the meeting to solicit votes for the exercise
of
the put right at a later date.

7. We note your July 5, 2005 soliciting materials that describe
your
lawsuit seeking injunctive relief against Nextel Communications
and
Nextel WIP, pending the outcome of the dispute resolution process
under your joint venture agreement over branding and marketing
issues.  Please continue to update your disclosure to address the
impact of the Sprint-Nextel Communications merger, the litigation
and
dispute resolution process on your operations and the special
committee`s recommendation that stockholders approve the exercise
of
the put right.

Letter to Class A Common Stockholders

8. Please prominently disclose that stockholders will not know at
the
time they vote on exercising the put right the following:

* the price Nextel WIP will pay for the Class A common stock;
* how long after the vote it will take to determine the fair
market
value price that Nextel WIP will pay for the Class A common stock;
* whether Nextel WIP will pay in cash or in shares; and,

with respect to the second bullet point, above, please give an
indication of how long it may take before the fair market value
price
is determined and how long it may take before Class A common
stockholders receive their payments.  In addition, disclose that
the
procedures for determining the fair market value price are
complicated and subject to various interpretations, which may
result
in widely differing appraisal values.  Provide prominent
disclosure
of these uncertainties throughout the proxy statement, including
the
questions and answers section and the summary.

9. Please prominently disclose that, once Class A common
stockholders
approve the exercise of the put right, the appraisal process and
purchase of the Class A common stock cannot be reversed or
stopped.
Provide prominent disclosure of this fact throughout the proxy
statement, including the questions and answers section and the
summary.

10. Please delete your statement that the fair market value price
includes a control premium, or tell us in your response letter why
you have highlighted throughout the proxy statement just one of
the
many factors that must be taken into consideration in determining
the
fair market value price.

Questions and Answers About the Meeting and the Proposals, page 1

What matters will I be voting on at the special meeting?, page 1

11. We note your statement that, "If you vote in favor of both
Proposal One and Proposal Two, you will be voting to exercise the
Put
Right."  Yet it appears from the remainder of your disclosure
that,
even if a holder voted in favor of proposal one and proposal two
now,
there still would be a need for the second shareholders` meeting
to
consider approval of the exercise of the put right.  Please revise
or
advise.

If the Put Right is exercised, what will I receive for my Class A
common stock?, page 2

12. Please remove the third paragraph of the answer.  Limit the
answer about Nextel`s option to pay in stock to an explanation of
what stock Class A common stockholders could receive.

If the Put Right is exercised, when would the purchase...be
completed?, page 3

13. Please revise the answer to this question to give an
indication
of how long it would be before a Class A common stockholder would
receive payment for Class A shares.

Will I have appraisal rights if I dissent from the exercise of the
Put Right?, page 3

14. Please clarify here and in the body of the proxy statement
that,
while stockholders do not have appraisal rights under Delaware
law,
they do have the right to challenge the fair market value price
that
results from the appraisal process under the company`s
certificate.
In addition, please include a question and answer about whether
Class
A common stockholders or Nextel WIP can challenge the results of
the
appraisal process.

Summary, page 6

Proposal One:  Exercise of the Put Right, page 7

General

15. Please note here any currently known, significant post-merger
relationship issues.  We note your disclosure on pages 27 and 28.

Analysis of Nextel Partners` Financial Advisor, page 8

16. Briefly describe the factors and analyses that Morgan Stanley
presented to the special committee and what consideration the
special
committee gave to Morgan Stanley`s reports.

17. Disclose the total fee that Morgan Stanley will receive, and
specifically note the amount and percentage of the fee that will
be
paid only if sale of the Class A common stock through exercise of
the
put right is consummated.  Please consider adding a risk factor to
address the contingent nature of the fee structure.

18. Disclose that you have retained Morgan Stanley to provide an
appraisal of the fair market value price if the put right is
exercised.

Interests of Nextel Partners` Executive Officers and Directors,
page
8
19. Please provide an aggregate dollar amount of the benefits
Nextel
Partners executive officers and directors are expected to receive
as
a result of their interests in the sale of the Class A common
stock
pursuant to exercise of the put right.  Include the values of
equity-
based awards that will be accelerated and the benefits under the
retention and severance program, as well as any other material
interests.

Material United States Federal Income Tax Consequences, page 8

20. We note your statement that "[t]he sale of Class A common
stock
to Sprint or Nextel Communications for shares may be taxable or
may,
in the case of the use of shares of Nextel Communications stock,
be
tax free depending upon the structure."  Briefly note the
variations
in structure that would lead to the sale`s being tax free to
Nextel
Partners` holders, and provide a more extended discussion of the
same
in the section beginning on page 43.

Risk Factors, page 15

General

21. We note your reference in the introductory paragraph and on
page
18 to risks described in documents that each of Sprint, Nextel
Communications, and you file with the SEC.  If you intend to
incorporate risk factors by reference, then please follow these
guidelines:

?	You must identify the particular document and section of the
document that contains the risk factor disclosure that you are
incorporating by reference; and
* Your risk factor disclosure must be current.

In the alternative, you may physically include the risk factor
disclosure in your document.

22. Please include a risk factor that addresses any significant
uncertainty related to the form in which payment of the purchase
price will be made, including when the decision as to the form of
payment will be made, how often the decision can be changed, and
by
whom.  Also indicate how much time your certificate affords Nextel
WIP to pay in the form of listed shares and how this could factor
in
the amount of shares that would be paid.

We do not know the price per share you will receive..., page 15

23. Please revise the caption to be from the point of view of a
Class
A common stockholder.  For example, state that stockholders will
not
know at the time they vote the price per share they will receive
if
they approve the exercise of the put right.  Also disclose that
there
may be substantial time that passes after the vote before the
price
is determined in the appraisal process.  Indicate in the body of
the
risk factor the maximum amount of time the certificate allows the
appraisal process.

24. We note your statement that "the [fair market value]
definition
sets forth various other factors for the appraisers to consider,
and
it is not possible to predict how the appraisers will interpret
these
provisions, what their positive or negative impact on valuation
will
be or what weight the appraisers will give to various factors" and
your second paragraph under the risk factor caption.  Please
include
a separate risk factor that discusses any significant risk
associated
with the degree to which the interpretations could vary
significantly.  For example, it appears that the degree of
discretion
in interpreting the factors, including the control premium factor,
could lead to a wider range between the initial two appraisers`
determinations.

The date as of which the fair market value will be determined...,
page 16

25. We note your statement that you "cannot provide assurance that
the appraisers will not pick a date for this determination that
would
result in a less favorable determination of fair market value than
another potential date."  Describe any limits on the appraisers`
discretion in picking a date.

The timing of the closing for the sale of Class A common
stock...is
uncertain, page 16

26. In addition to stating in the caption that the timing is
uncertain, disclose that the closing could occur a substantial
time
after the exercise of the put right.

If the stockholders do not exercise the Put Right, it may be
difficult..., page 18

27. Indicate the extent to which you are able to consider
alternative
transactions, and whether you presently are doing so.

If the holders of Class A common stock do not exercise the Put
Right...merger, page 18

28. We note your statements that, "With the closing of the Sprint-
Nextel Communications merger, Nextel Communications may alter
materially its own strategic business focus" and that, "Except to
the
extent our operating agreements with Nextel Communications include
rights and obligations, any actions that Nextel Communications may
take after that merger are not within our control."  Please
indicate
when your operating agreements with Nextel Communications/Nextel
WIP
expire.

29. To further assist investors in considering the aspects of your
post-merger relationship with Nextel Communications that would be
relevant to their exercise decision, please note here the $200
million cap under the operating agreements you mention on page 47
for
"the maximum, cumulative, aggregate cash liability of Nextel
Communications and controlled affiliates, other than Nextel WIP,
for
any and all actual or alleged claims or causes of action arising
in
connection with any aspect of the agreements governing or
otherwise
relating to the operating agreements ... subject to adjustments
for
amounts previously advanced."  Also indicate the amounts
previously
advanced that would constitute the adjustments.

30. Consider discussing in discrete risk factors the material
risks
that stem from holders` not exercising the put right.

Some of our directors and executive officers have interests....,
page
18

31. So that investors might realize in general terms what the
interests are, note them here, rather than rely solely on the
cross-
reference.

The Special Meeting, page 19

Voting and Solicitation, page 19

32. We note that you may solicit proxies by telephone and personal
interviews.  Please note that all written soliciting materials,
including any scripts used in soliciting proxies over the
telephone,
e-mail correspondence and information posted on the Internet, must
be
filed under the cover of Schedule 14A.  See Rule 14a-6(b) and (c).
Please confirm your understanding in the response letter.

Proposal One-Exercise of the Put Right, page 26

Background, page 26

33. Please disclose any material discussions you have had with
Nextel
WIP or its affiliates regarding t