SecProbe.io

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                              [Letterhead of WLR&K]

                                 August 25, 2005

VIA EDGAR

Michele Anderson, Esq.
Legal Branch Chief
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C.  20549

RE:      NEXTEL PARTNERS, INC.
         REVISED PRELIMINARY SCHEDULE 14A; FILE NO. 0-29633
         FILED AUGUST 1, 2005

Dear Ms. Anderson:

                   Set forth below on behalf of Nextel Partners, Inc. ("Nextel
Partners") are responses to the comments of the Staff of the Division of
Corporation Finance which were set forth in your letter dated August 18, 2005
regarding Nextel Partners' Preliminary Proxy Statement on Schedule 14A (the
"Proxy Statement"). In connection with this letter responding to the Staff's
comments, we are filing electronically Amendment No. 2 to the Proxy Statement,
and we have enclosed a copy of such Amendment No. 2 marked to show changes from
the Proxy Statement as filed on August 1, 2005. Nextel Partners has authorized
us to make this filing and these statements on its behalf.

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Securities and Exchange Commission
August 25, 2005
Page 2

                  The Staff's comments, indicated in bold, are followed by
responses on behalf of Nextel Partners. Page references in this letter are to
the redlined hard copy of the filing.

SCHEDULE 14A

GENERAL

1.    COMMENT:        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.

                  RESPONSE

                  We draw the Staff's attention to Sections 102(d) and 151 of
the Delaware General Corporation law which allow for terms of securities to be
made dependent upon facts ascertainable outside the certificate of
incorporation, INCLUDING A DETERMINATION OR ACTION BY ANY PERSON OR BODY. These
Sections provide in relevant part:

     "The term 'facts,' as used in this subsection, includes, but is not limited
     to, the occurrence of any event, including a determination or action by any
     person or body, including the corporation."

                  We have discussed with Richards, Layton & Finger, Delaware
counsel to the Company, the comment raised by the Staff. Richards, Layton &
Finger has advised us that notwithstanding the "uncertainty," referenced in the
Staff's comment, "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," the Certificate provision
providing for holders of Class A common stock to vote on whether to exercise the
Put Right is a permissible provision for inclusion in a certificate of
incorporation under the Delaware General Corporation Law. Although we note that
we are not admitted to practice in the State of Delaware, based on the foregoing
and after consultation with Richards, Layton & Finger, we concur in this view.

2.    COMMENT:        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 L3E-3 AND SCHEDULE
                      13E-3.

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Securities and Exchange Commission
August 25, 2005
Page 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.

      RESPONSE

                  With regard to the first part of the Comment, as described in
the Proxy Statement, the amount of the put consideration will be determined
pursuant to an appraisal process, and possible challenge process, that is
mandated by Nextel Partners' Certificate of Incorporation. Under the
Certificate, Nextel Communications will select one appraiser and, if it becomes
relevant, one member of the tribunal selected to hear a challenge. Its right to
do so is strictly a result of the provisions of the Certificate and has nothing
to do with its status as a shareholder or its right to designate one member of
the Nextel Partners Board of Directors. In addition, as described in the Proxy
Statement, Nextel Communications has some ability in certain respects to affect
the timing of the Put process and closing of the transaction by adjusting its
level of cooperation with Nextel Partners and by making elections that may
affect the timing of the selection of appraisers, a decision to invoke the
challenge process or otherwise. To the extent Nextel Communications has this
ability, it is as a result of the provisions of Nextel Partners' Certificate of
Incorporation and the contractual relationship between the two companies, not as
a result of Nextel Communications' status as a shareholder or its right to
designate a member of the Nextel Partners Board.

                  All decisions to be made by Nextel Partners regarding the put
process under Nextel Partners' Certificate or the relevant contracts have been
delegated to the Special Committee of Nextel Partners' Board of Directors, which
excludes Nextel Communications' designee on the Board, and neither Nextel
Communications nor such designee is involved in any way in the decisions and
actions taken by Nextel Partners in connection with the put process. In
addition, neither Nextel Communications or its designee on the Board has access
to the information provided to the Special Committee with respect to the put
process, except to the extent disclosed to all shareholders. Under the
Certificate, the appraisers (and, if applicable, tribunal members) selected by
each party and the appraiser (and, if applicable, the tribunal member) jointly
selected by the first two appraisers (or by the first two tribunal members) will
have access to the information necessary to their appraisals (or challenge
determination). Nextel Communications' designee on the Nextel Partners Board
does receive, in the ordinary course, general information about Nextel Partners
that is provided to the entire Board. This does not include specific information
on the put process, which is limited to the Special Committee.

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Securities and Exchange Commission
August 25, 2005
Page 4

                  Based on these arrangements and the obvious arm's-length,
adversarial relationship between Nextel Communications and Nextel Partners - as
reflected in the commencement of legal proceedings by Nextel Partners against
Nextel Communications and other disputes between the parties relating to the put
process - we believe it is indisputable that each of Nextel Partners and Nextel
Communications is a vigorous independent actor and that Nextel Partners is not
in any manner acting under the control of Nextel Communications.

                  With regard to the second part of the Comment, Rule
13(e)-3(g)(4) provides an exemption for:

          Redemptions, calls or similar purchases of an equity security by an
          issuer pursuant to specific provisions set forth in the instruments(s)
          creating or governing that class of equity securities.

                  Under the Certificate, once Fair Market Value is determined
there are two alternate mechanisms by which Nextel WIP may complete the
acquisition of shares of Class A common stock at that price - a redemption
mechanism described in Section 5.4 of the Certificate and a purchase mechanism
described in Section 5.3 of the Certificate. Nextel WIP has the option to select
which mechanism to use. We describe these under "Proposal One - Exercise of the
Put Right - Payment of the Purchase Price." The full text of these Sections is
set forth as part of Annex 1 to the Proxy Statement.

                  If Nextel WIP elects the redemption alternative, it must
deposit the full amount of the put consideration with a Payment Agent to pay, on
Nextel WIP's behalf, the Put price for the shares of Class A common stock to be
acquired. The put consideration will be deposited with the Payment Agent in
trust for the benefit of the record holders. As of the redemption date, the only
right the holders of Class A common stock will have is to receive the put
consideration. If this alternative is used, the requirements of Rule
13(e)-3(g)(4) are clearly met, as the put will be effected as a redemption of an
equity security (the Class A common stock) by the issuer pursuant to a specific
charter provision.

                  Under the purchase alternative, the procedures for payment and
the economic effect on shareholders are virtually identical to the redemption
alternative. As with the redemption alternative, Nextel WIP must deposit the
full amount of the put consideration with a Payment Agent to pay, on Nextel
WIP's behalf, the put price for the shares of Class A common stock to be
acquired. As with the redemption alternative, the put consideration will be
deposited with the Payment Agent in trust for the benefit of the record holders.
The only difference is that Nextel WIP must also provide the Payment Agent with
irrevocable instructions to pay the put price when shareholders surrender
certificates representing their shares of Class A common stock.

                  We submit that the "purchase" alternative is the functional
equivalent of the redemption alternative and, therefore, should qualify for the
same exemption under Rule 13(e)-3(g)(4). Under either scenario, Nextel WIP must
deposit the same amount of consideration. Under either scenario, the same price
will be paid for the shares. At the conclusion of either

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Securities and Exchange Commission
August 25, 2005
Page 5

scenario, Nextel WIP will own 100% of the common stock of Nextel Partners. Given
that the economic impact of the two scenarios is identical and the procedures
under each scenario are virtually identical, the ability of Nextel WIP to elect
to use the purchase alternative rather than the redemption alternative should
not eliminate the availability of the exemption provided by Rule 13e-3(g)(4).

3.    COMMENT:        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.

      RESPONSE        The Proxy Statement has been revised in response to the
                      Comment. See the Letter to Shareholders and pages 2, 3,
                      23, 44, 45 and 62.

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.    COMMENT:        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.

      RESPONSE        The Proxy Statement has been revised in response to the
                      Comment. See pages 2-3.

WHEN CAN NEXTEL WIP OR HOLDERS OF CLASS A COMMON STOCK CHALLENGE.... PAGE 4

5.    COMMENT:        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.

      RESPONSE        The Proxy Statement has been revised in response to the
                      Comment. See pages 4-5 and pages 24-25.

SUMMARY, PAGE 8

GENERAL

6.    COMMENT:        WE NOTE YOUR DISCLAIMER OF RESPONSIBILITY FOR INFORMATION
                      CONTAINED IN YOUR PROXY STATEMENT THAT HAS BEEN FURNISHED
                      BY OR EXTRACTED FROM

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Securities and Exchange Commission
August 25, 2005
Page 6

                      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.

      RESPONSE        The Proxy Statement has been revised in response to the
                      Comment. See page 8.

PROPOSAL ONE: EXERCISE OF THE PUT RIGHT, PAGE 9

ANALYSIS OF NEXTEL PARTNERS' FINANCIAL ADVISOR, PAGE 10

7.    COMMENT:        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.

      RESPONSE

                  The Company believes that disclosure of the specific per share
price thresholds would place it at a competitive and strategic disadvantage in
the Put Right appraisal process. The Proxy Statement has been revised in
response to the Comment to state explicitly that Morgan Stanley has an interest
in the outcome of the vote and the price per share that is received. See page
54.

REGULATORY MATTERS, PAGE 11

8.    COMMENT:        PLEASE BRIEFLY DISCLOSE THAT YOU DO NOT HAVE CONTROL OVER
                      OR KNOW WHEN NEXTEL WIP AND NEXTEL COMMUNICATIONS WILL
                      MAKE THE APPROPRIATE REGULA