SecProbe.io

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Mail Stop 3561

August 18, 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 Revised Schedule 14A
      File No. 0-29633
	Filed August 1, 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 filing 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.  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. We note your response to our prior comment three.  Please tell
us
whether Delaware state law permits the Class A stockholders`
consideration and exercise of the put right as currently presented
in
the proxy statement.  In your response, please consider the degree
of
uncertainty regarding when and how fair market value will be
determined and the absence of resolicitation of stockholder
approval
once fair market value is determined or in the event the fair
market
value is
determined to be outside of the range of challenge floor and
ceiling
prices you have estimated in the proxy statement.

2. We note your response to our prior comment four.  It appears
that
Nextel WIP/Nextel Communications is an affiliate of the company.
To
the extent that an exemption is not available, an affiliate
engaged
in a going-private transaction must comply with the filing,
disclosure, and dissemination requirements of Rule 13e-3 and
Schedule
13E-3.  Therefore, please provide us with further analysis
regarding
Nextel WIP/Nextel Communications` engagement throughout the going-
private transaction.   For example, discuss the degree of Nextel
WIP/Nextel Communications` control as to timing and the amount of
put
consideration as well as access to relevant Nextel Partners`
information over various stages of the transaction relative to the
degree of control and access afforded to the Class A stockholders.
Further, it is unclear whether the terms of the put option fit
within
the exemption provided by Rule 13e-3(g)(4).  Please expand your
analysis in this regard, addressing both the purchase and
redemption
payment options.

3. Please disclose throughout the proxy statement that it is
unclear
whether Nextel WIP`s ability to pay for Class A common shares in
shares of "listed Nextel common stock" could include payment in
shares of Sprint-Nextel common stock.

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

If I don`t like the price set by the appraisal process..., page 3

4. We note your statement that "[a]ll holders will be required to
sell their shares at the price determined in the appraisal process
... even if the appraisal process were to result in a price that
you
do not believe reflects the value of your shares."  Please briefly
disclose that a challenge process is available to stockholders
that
disagree with the fair market value determined in the appraisal
process.

When can Nextel WIP or holders of Class A common stock
challenge...,
page 4

5. Please state here your estimates of the challenge ceiling price
and the challenge floor price, rather than rely on the cross-
reference.  Furthermore, since the date of the "unaffected" public
market stock price is unclear, please delete your references and
comparisons to the current market price of your Class A common
stock.

Summary, page 8

General

6. We note your disclaimer of responsibility for information
contained in your proxy statement that has been furnished by or
extracted from Sprint`s and Nextel Communications` filings with
the
Commission.  While you may include appropriate language about the
limits on the reliability of the information, you may not disclaim
responsibility for its accuracy.  Revise accordingly.

Proposal One:  Exercise of the Put Right, page 9

Analysis of Nextel Partners` Financial Advisor, page 10

7. We note your response to our prior comment 17 concerning
disclosure of Morgan Stanley`s fee upon consummation of the sale
of
Class A common stock.  We continue to believe investors should
know
upfront that Morgan Stanley has a particular interest in the
outcome
of the holders` vote and the price per share that is received by
Class A common stockholders.  Please revise your disclosure.

Regulatory Matters, page 11

8. Please briefly disclose that you do not have control over or
know
when Nextel WIP and Nextel Communications will make the
appropriate
regulatory filings.

Recent Developments, page 19

9. Rather than rely solely on the cross-reference to a later
discussion in your proxy statement, please briefly state the
nature
of your dispute with Sprint-Nextel Communications and its status.

Risk Factors, page 20

At the time you vote to exercise ...whether you will receive
cash...,
page 23

10. We note your revisions here and on page 45 that you do not
know
whether Nextel WIP will be able to use shares of common stock to
satisfy its put right obligation.  Generally note here the issues
that could cause it to not be able to pay with common stock.  For
example, indicate the possibility that Nextel WIP/Nextel
Communications would have to file a registration statement prior
to
the special meeting in order to retain its option to address the
put
right exercise by paying with stock.

If the stockholders do not exercise the Put Right,...control
premium..., page 26

11. Please revise so that your discussion of the risks relating to
investors` failure to exercise the put right is not focused on
only
the possible loss of a control premium among the significant
considerations that comprise fair market value.

The risks our company faces...with the Sprint-Nextel
Communications
merger, page 27

12. Please briefly describe the most significant "new challenges
and
uncertainties" created by the merger that will increase over time
and
why the increase poses a risk to your investors.

Proposal One-Exercise of the Put Right, page 35

Background, page 35

13. We note that you have recently retained Evercore Financial
Advisors L.L.C. as an additional financial advisor in connection
with
the put right.  To the extent applicable, please provide the
disclosure required by Item 1015(b) of Regulation M-A regarding
any
report, opinion or appraisal provided by Evercore Financial
Advisors.

The Put Right, page 38

14. Please revise to address in more detail the factors that
comprise
fair market value.  In this regard, please highlight any material
uncertainties and differing interpretations that may result from
the
factors listed in the definition.  For example, we note that the
definition takes into account the trading activity and history of
your common stock and the most recent "unaffected" public market
stock price.  Please highlight that there is no guidance on what
"unaffected" means and that the appraisers are left to interpret
the
date to use for determining the most recent "unaffected" public
stock
market price.  Therefore, the date chosen by each appraiser may
differ and the resulting public stock market price used to
determine
fair market value may vary widely.  This is just one example.
Please
revise to expand your discussion of the definition of fair market
value.

15. Please send us a copy of the Agreement Specifying Obligations
and
Limiting Liability of, and Recourse to, Nextel Communications that
you mention on page 44.

Recommendation of the Special Committee, page 46

16. Since the special committee is making a current recommendation
that shareholders vote to approve the exercise of the put, please
clarify whether the special committee continues to believe that
the
exercise of the put right is in the best interests of Class A
common
stockholders.

17. We note your statement in the second bulleted point on page 46
that the special committee believes the appraisal process, and
fair
market value definition, "is likely to capture for holders... the
value of their investment in [y]our company."  Please describe in
more detail here how the special committee reached this view and
how
it considered any reasonable possibilities in interpretation of
the
factors that comprise the fair market value definition, and what
those possibilities were.  In this regard, we note your disclosure
on
page 49 that "Morgan Stanley also outlined potential alternative
approaches to valuation that could be taken by the appraisers
selected by each of Nextel WIP and Nextel Partners in determining
fair market value."

18. We note your statement in the third bullet point that the
special
committee considered the report of Morgan Stanley, "including the
implications of the analyses set forth in that report as to the
approach an appraiser might take in the determination of fair
market
value."  Please highlight what approach is implied by Morgan
Stanley`s report.

Analysis of Financial Advisor, page 49

19. Please indicate why Morgan Stanley emphasized a control
premiums
analysis rather than other kinds of analyses in advising the
special
committee.  In addition, so that shareholders can understand how
Morgan Stanley`s control premium and precedent transaction
analyses
apply to the put option, explain how Morgan Stanley interpreted
what
date would be used as the most recent unaffected public market
stock
price.

*	*	*	*

      As appropriate, please amend your filing and respond to
these
comments.  You may wish to provide us with marked copies of any
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 file your cover letter on
EDGAR.  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 filing 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 disclosure they
have
made.

	You may contact Cheryl Grant, Staff Attorney, at (202) 551-
3359,
or Kathleen Krebs, Special Counsel, at (202) 551-3810, with any
questions.

								Sincerely,

								Michele Anderson
								Legal Branch Chief

cc:	via facsimile (212-403-2000)
      Steven Rosenblum, Esq.
	Wachtell, Lipton, Rosen & Katz

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Mr. Chapple
Nextel Partners, Inc.
August 18, 2005
Page 6

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