SecProbe.io

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Mail Stop 3561

September 16, 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.
      Response letter dated September 12, 2005
      Preliminary Revised Schedule 14A
      File No. 0-29633
	Filed August 25, 2005

Dear Mr. Chapple:

	We have reviewed your response letter dated September 12,
2005
and proposed revisions to the disclosure in your preliminary proxy
statement.  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.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Schedule 14A

Question and Answers, page 1

1. We note your response to our prior comment two.  Please
disclose
whether the information that you will make available in a Form 8-K
or
on your website will
include the entire appraisal report and whether such reports will
include detailed discussions of the valuation methods used by the
appraisers.

The Put Right, page 41

Recommendation of the Special Committee, page 51

2. We note your response to our prior comment six and the revised
disclosure on page 53; however, it is still not clear what role
management`s estimates of your future performance played in the
special committee`s conclusions about the recommendation to
exercise
the put right, what assumptions underlie these estimates and why
this
information would not be material to Class A shareholders in
determining whether to exercise the put right.

In this regard, we note that you provided to Morgan Stanley
estimates
of your future performance in connection with its preliminary
valuation.  Furthermore, although you characterize the information
you provided to Morgan Stanley as "outdated," on September 6,
2005,
the special committee reaffirmed its recommendation for
shareholders
to vote for exercising the put right and, on September 7, 2005,
Morgan Stanley reaffirmed its prior analysis that used these
estimates.  We also note that you have retained Morgan Stanley to
provide the appraisal of fair market value if the put right is
exercised and that you have disclosed on page 49 that Morgan
Stanley
believes that "the determination of fair market value would be
dependent upon Nextel Partners management`s estimates of the
future
performance of the business."  Moreover, your proposed disclosure
on
page 53 states that "the special committee believed that because
[your] Certificate provided that, in determining fair market
value,
both the buyer and seller would be assumed to be in possession of
all
material facts concerning Nextel Partners and its business, the
determination of fair market value should take into account Nextel
Partners management`s estimates of the future performance of the
business..."  On the other hand, Class A shareholders will not
have
the benefit of knowing management`s estimates of Nextel Partners`
future performance, the results of the appraisal process or the
value
they will receive for their shares at the time they vote to
exercise
the put right.

In your response letter, please provide your analysis of why these
estimates and their underlying assumptions would not be material
to
Class A shareholders in determining whether to exercise the put
right.  Also provide us with copies of the estimates, and tell us
whether you will provide the estimates to the appraisers during
the
put process if the Class A holders vote 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 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 (212-403-2221)
      Steven Rosenblum, Esq.
	Wachtell, Lipton, Rosen & Katz

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Mr. Chapple
Nextel Partners, Inc.
September 16, 2005
Page 2

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