SecProbe.io

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Mail Stop 3561

September 9, 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 25, 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.  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

Letter to Class A Common Stockholders

1. Please make more prominent the fact that holders will not know
the
price they will receive for their shares at the time they vote to
exercise the put.  For example, put the information in a box or in
bold text.
Questions and Answers, page 1

2. Tell us in your response letter what consideration you have
given
to providing timely information to Class A common stockholders of
the
outcome of various steps of the appraisal process.  For example,
how
and when do you intend to notify stockholders of the fair market
value determinations of each appraiser?  Have you considered
providing stockholders a toll-free telephone number through which
they will be informed of the price determinations as soon as
practicable?  Please expand your disclosure to discuss how and
when
stockholders will receive information about the outcome of various
steps of the appraisal process.

Proposal One:  Exercise of the Put Right, page 9

Analysis of Nextel Partners` Financial Advisor, page 10

3. We note your response to our prior comment seven concerning
disclosure of Morgan Stanley`s fee upon consummation of the Class
A
common sale.  Please address the following points:

* Tell us in your response letter why you believe that your non-
quantified disclosure on page 54 regarding Morgan Stanley`s
compensation complies with the disclosure requirements of Item
1015(b) of Regulation M-A.

* So that investors will realize the extent of Morgan Stanley`s
interest in the vote and the outcome of the appraisal process when
considering your disclosure about its role in the transaction,
please
disclose Morgan Stanley`s minimum and maximum compensation in the
summary.  To the extent that you do not disclose in the summary
the
details about the formula by which Morgan Stanley will be paid,
please convey how the increase in the size of Morgan Stanley`s fee
is
in direct proportion to the size of different estimates of the
price
to be paid the Class A holders for their shares.

Recent Developments, page 19

4. Please update the disclosure throughout the proxy statement to
address the recent decision by the arbitration panel.

Proposal One-Exercise of the Put Right, page 35

The Put Right, page 38

5. Please further expand your discussion of material uncertainties
and differing interpretations that may result from the factors
listed
in the fair market value definition.  You refer to Nextel
Communications` and Sprint Nextel`s filings where they express
"their
views of the put right."  Consider expanding your disclosure to
address your consideration of their views regarding the material
factors that comprise the definition.  Since Nextel
Communications/Nextel WIP is the other party that your charter
affords the right to choose an initial appraiser that will have
significant discretion in determining fair market value, it seems
your discussion of how you considered Nextel Communications` views
may be relevant to your holders` consideration of the proposals.

In this regard, we note you have discussed that there may be
differing views as to the "value to which the control premium
should
be applied and as to the size of any control premium" as well as
how
the term "unaffected public market stock price" may be differently
interpreted.  Sprint Nextel`s August 17, 2005 Rule 425 filing also
suggests, for instance, different interpretations of the charter
terms "willing buyer" and "willing seller" and to what degree the
valuation process should "take into account the changing
competitive
environment, including the emergence of new technologies and
evolution of roaming, which may impact [your] growth prospects and
margins."  Please revise your disclosure to address the material
differing interpretations of the factors that comprise the fair
market value definition.

Recommendation of the Special Committee, page 46

6. We note your response to our prior comments 17 and 18 as well
as
your statement on page 50 that "Morgan Stanley believed that a
valuation of Nextel Partners would include the following
assumptions:
... (5) the determination of fair market value would be dependent
upon Nextel Partners management`s estimates of the future
performance
of the business."  Please further revise your disclosure to
discuss
how the special committee considered this aspect of Morgan
Stanley`s
analysis, how this assumption fits within the definition of fair
market value in the charter, and the role management`s estimates
of
the future performance of Nextel Partners played in the
committee`s
conclusions about fair market value, the appraisal process and the
recommendation to exercise the put right.

*	*	*	*

      As appropriate, please revise 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,

								Larry Spirgel
								Assistant Director

cc:	via facsimile (212-403-2225)
      Stephanie Seligman, Esq.
	Wachtell, Lipton, Rosen & Katz
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Mr. Chapple
Nextel Partners, Inc.
September 9, 2005
Page 2

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