SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               [WLR&K LETTERHEAD]

                               September 19, 2005

BY TELECOPY
202-772-9205

Michele Anderson, Esq.
Branch Chief
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

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 the letter dated September 16, 2005 regarding
Nextel Partners' Preliminary Proxy Statement on Schedule 14A (the "Proxy
Statement"). Nextel Partners has authorized us to make this filing and these
statements on its behalf. The Staff's comments, indicated in bold, are followed
by responses on behalf of Nextel Partners.

<PAGE>

Michelle Anderson, Esq.
September 19, 2005
Page 2

SCHEDULE 14A

QUESTIONS 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.

         Nextel Partners intends to disclose the entire appraisal report of each
appraiser, and we have revised the Proxy Statement to reflect this intention.
Nextel Partners does not know whether such reports will include detailed
discussions of the valuation methods used by the appraisers.

THE PUT RIGHT, PAGE 41

RECOMMENDATIONS 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 THE "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

<PAGE>

Michelle Anderson, Esq.
September 19, 2005
Page 3

         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.

         The special committee did not review or consider any management
estimates of future performance in determining to recommend that shareholders
exercise the put right at its June 22, 2005 meeting or in reaffirming that
recommendation at its September 6, 2005 meeting. Nor did Morgan Stanley present
or rely on any management estimates as part of its analysis at the June 22, 2005
special committee meeting, or in reaffirming that analysis at the September 6,
2005 meeting. The reference in the proxy statement to Morgan Stanley's belief
that management estimates should be taken into account by the appraisers was not
intended to refer to any specific management estimates, but rather to make the
more generic point that, as part of the appraisal process, Morgan Stanley
believed that the appraisers would consider any management estimates that might
be provided to the appraisers at that time.

         In the ordinary course of business, Nextel Partners' management
maintains estimates of future performance that it updates periodically, making
appropriate adjustments in light of actual performance. Nextel Partners expects
that it will provide estimates to the appraisers as part of the appraisal
process. These estimates, however, are not provided to the Nextel Partners board
or special committee and, as noted above, were not considered by the special
committee in making its recommendation nor used by Morgan Stanley in its
analysis or presentation to the special committee. The only meeting at which any
management estimates were even indirectly used by Morgan Stanley was the January
2005 meeting (before Morgan Stanley was engaged). As described in the proxy
statement, for that meeting, Morgan Stanley used then outdated estimates (from
September and October 2004), as well as publicly available information, to
create a summary of preliminary potential value ranges solely for illustrative
purposes. Accordingly, Nextel Partners does not believe that management
estimates are material to Class A shareholders in determining whether to
exercise the put right.

         We have revised the disclosure in the description of Morgan Stanley's
analysis to clarify that Morgan Stanley did not review any management estimates
with the special committee or rely on any management estimates as part of its
analysis. We set forth below the proposed revised language reflecting the
change:

         "In addition, while Morgan Stanley did not review any management
estimates with the special committee or rely on any management estimates as part
of its analysis, Morgan Stanley believed that the appraisers would consider
estimates of future performance that might be provided to them by Nextel
Partners' management."

<PAGE>

Michelle Anderson, Esq.
September 19, 2005
Page 4

         This insert would replace the following old text: "In addition, Morgan
Stanley believed because our Certificate provided that, in determining fair
market value, both the buyer and the 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."

         In addition, we have deleted the reference to management estimates in
the description of the special committee's reasons for its recommendation. The
reference in the latter section was added to the materials we provided the Staff
last week in response to the Staff's prior comments, but our addition of that
language was based on a misunderstanding of those comments. In response to the
current comment, we believe it is not appropriate to add any reference to
management estimates in the description of the special committee's reasons for
its recommendation, given that the special committee did not review or consider
any management estimates in making its recommendation.  We have also added
disclosure to the proxy statement to explain the special committee's focus on
the appraisal process, and the definition of fair market value, in making its
recommendation.

         Please call the undersigned at 212-403-1221 or Stephanie Seligman at
212-403-1225 if you have any questions.

                                             Sincerely,

                                             Steven A. Rosenblum
</TEXT>
</DOCUMENT>