SecProbe.io

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Mail Stop 0407

September 10, 2004

Timothy Yager
President and Chief Executive Officer
iPCS, Inc.
1901 North Roselle Road
Schaumburg, Illinois  60195

	RE:  	iPCS, Inc.
Registration Statement on Form S-1
Filed August 5, 2004
File No. 333-1117944

Registration Statement on Form S-4
Filed August 5, 2004
File No. 333-1117942

Dear Mr. Yager:

We have limited our review of the above-referenced documents to a
review of only your Form S-1 and have the following comments.  Note
that we are reviewing your Form S-4 only to the extent that our
comments on your Form S-1 apply to the disclosure in your Form S-4.

Where indicated, we think you should revise your document in response
to 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 supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

As we have conducted only a limited review of your Form S-4, we urge
all persons who are by statute responsible for the adequacy and
accuracy of the registration statement to be certain that all
information required pursuant to the Securities Act of 1933, as
amended, has been included.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  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.

General

1. We note that you have not filed periodic reports for the periods
ending September 30, 2002 to the present.  Tell us supplementally the
basis for not filing these periodic reports.

We note that, on July 20, 2004, you filed a Form 15 indicating that
you were relying on Rule 15d-6 to terminate your reporting obligations
under Section 15(d) of the Exchange Act.  Please advise us as to
whether you had less than three hundred record holders at the
beginning of the fiscal year in which you filed the Form 15 and on
what basis you believe your obligation to file was suspended under
Section 15(d) at the beginning of each of the other fiscal years for
which you did not file periodic or current reports.  We may have
further comment.

2. Please provide us with copies of your artwork prior to circulating
preliminary prospectuses.  Since we may have comments that could
result in material revisions to your artwork, we suggest that you
provide us with enough time to finish commenting on your artwork prior
to circulating preliminary prospectuses.  In order to expedite this
process, you may submit your artwork to us supplementally.  See Item
VIII of the March 31, 2001 quarterly update to the Division of
Corporation Finance`s "Current Issues and Rulemaking Projects
Outline."

Cover Page

3. Please delete the third sentence of the first paragraph and the
entire second paragraph.  In this case, this information is either
duplicative, not required by Item 501 of Regulation S-K or not so
highly material to an investment decision as to merit inclusion on the
cover page.

Forward-Looking Statements

4. Please move this section to the back of the prospectus.  Your
prospectus summary should immediately follow your cover page and table
of contents.

Market and Other Data

5. If you wish to retain it, this section is more appropriate for the
body of the prospectus.

Whenever you cite the various statistics and data throughout the
document, please disclose the source and date of the information.
Also, tell us whether all of these sources are publicly available.  If
a statistic or other data was prepared especially for you, file a
consent for that industry source.

Prospectus Summary, page 1

6. Please delete the fourth introductory paragraph on page 1, as it
does not serve as an introduction to your summary.

7. Please delete the fifth introductory paragraph on page 1.  Once you
make your disclosure clear from the context, you will not need to
define terms such as "we," "our," "us" and "Reorganization."

8. Please move the last two introductory paragraphs on page 1 to the
end of the summary.

9. Revise your disclosure throughout to remove unnecessary capitalized
terms, acronyms and defined terms.  For example, on pages 1, 25 and
88, you define and capitalize the terms "plan of reorganization,"
"reorganization confirmation date" and "unsecured creditors
committee."  Once you explain what your chapter 11 plan of
reorganization is, mention the material parties to the reorganization
and indicate when the plan was confirmed, you will not need to use the
capitalized terms going forward.  In addition, instead of defining
basic trading areas as BTAs, refer to them as basic trading areas.
Also, avoid defined terms like "POPs" and "covered POPs."  This will
make the disclosure easier to understand.  These are only examples.

10. Expand your description of "personal communications services" in
terms that are easy for investors to understand what products and
services you offer.

11. This section and the business section make use of technical and
industry terms, some of which are not explained.  This makes the
section difficult to understand.  Technical terms, such as code
division multiple access, 2G, wireless local loop and LECs, should be
explained further.  These are only examples.  Please revise throughout
to explain your product and service offerings and your industry using
simple, everyday language so that ordinary investors also have a clear
understanding of what you do and the products and services that you
sell.

12. Please revise to decrease the length of your nine-page summary.
It should discuss only the key aspects of the offering and your
operations.  Much of the discussion you currently include does not
appear so highly material to merit inclusion in the summary and is
repetitive of the business section.  For example, consider reducing
the information in the business strategy and competitive strengths
discussions to include just the sub-captions since the information is
set forth in the business section.  In addition, please reduce the
details regarding the amendments to the Sprint affiliation agreements.

13. Please revise your summary to briefly address the following:

* Your recent emergence from bankruptcy, including the most
significant changes brought about by your reorganization and what
prompted your reorganization.

* Your substantial dependence on Sprint PCS for operations and
revenues.

14. Please provide a more balanced discussion of your business in the
summary.  In this respect, please briefly disclose:

* Your net losses for the last two fiscal years and periods in 2004.

* Your declines in net subscriber growth and increases in churn rate
and costs in getting new subscribers.

15. In various places in your document, you refer to Sprint PCS`s
"national" network or "nationwide" service.  For example, see pages 2,
3, 13 and 17.  It is our understanding that the Sprint PCS service is
available only in select cities nationwide.  Elsewhere, users must pay
additional roaming fees to access wireless phone service.  Please
eliminate the terms "national" or "nationwide," or revise your
disclosure to clarify the actual limited scope of Sprint PCS service.

Recent Developments, page 4

	Changes to our affiliation agreements with Sprint PCS

16. We note that the amendments combined the services that you are
required to purchase from Sprint PCS into two groups:  CCPU service
and CPGA service.  Since the CCPU and CPGA terms are non-GAAP
measures, revise the document to disclose that CCPU service and CPGA
service are terms taken out from the agreement and do not have any
relationship with the CCPU and CPGA terms disclosed on pages 8 and 52-
53 under non-GAAP financial measures.

Summary Historical Financial Information, page 7

17. We refer to your presentation of CCPU on pages 8 and 52-53.  It
appears that your measure is an operating performance measure since it
is a "measure of the average monthly cash costs to operate the
business on a per user basis..." Note that Item 10 of Regulation S-K
prohibits adjusting a non-GAAP performance measure to eliminate or
smooth items identified as non-recurring, infrequent or unusual, when
(1) the nature of the charge or gain is such that it is reasonably
likely to recur within two years, or (2) there was a similar charge or
gain within the prior two years.  In this regard, we would object to
the elimination of recurring depreciation and amortization, non-cash
compensation expense and gain(loss) on disposal of property and
equipment from a measure measuring profitability.  Refer to Question 8
of our Frequently Asked Questions document on non-GAAP measures which
is available on our website at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm and revise to
delete this measure.

Risk Factors, page 10

	General

18. Please avoid the generic conclusions in your risk factors that a
risk could have an adverse effect on you.  This does not represent
meaningful disclosure.  Instead, please replace this language with
specific disclosure of the possible impact upon your operating
results, business, liquidity, cash flow, financial condition, share
price, etc.  Similarly, we note the repeated use of the phrase "we
cannot assure you."  Please avoid using this phrase or similar
phrases.  Instead, provide specific language that describes the actual
risk to investors.

19. Some of your risk factors are generic in that they could apply to
any company in your industry.  We cite as examples the following:

* "Unauthorized use of, or interference with, the Sprint PCS network
in our territory could disrupt our service and increase our costs,"
* "The technology that we use may become obsolete, which would limit
our ability to compete effectively within the wireless
telecommunications industry,"
* "The loss of the officers and skilled employees upon whom we depend
to operate our business could adversely affect our results of
operations,"
* "Regulation by government agencies and taxing authorities may
increase our costs of providing service or require us to change our
services,"
* "Concerns over health risks and safety posed by the use of wireless
handsets may reduce consumer demand for our services" and
* "Our business is subject to seasonality."

Please revise to clearly explain how these specific risks apply to
your company.

We recently emerged from bankruptcy. . ., page 10

20. Please delete the last sentence in the caption.  State why a
common stockholder could lose all or part of its investment if you are
unable to pay amounts due under the senior notes.

It is our strategy to accelerate our subscriber growth . . ., page 11

21. Most of your discussion recounts how you have closed stores and
cancelled distribution agreements.  Add disclosure to support the risk
outlined in the caption or revise the caption.

Potential mergers and acquisitions or territory expansions may . . .,
page 11

22. Please expand to discuss the ability to obtain financing and
integrate new operations in light of your recent emergence from
chapter 11 and significant debt.

If we receive lower revenues . . ., page 12

23. Disclose the possible effects of the ratio of inbound to outbound
roaming declines over time.

	Certain provisions of our affiliation agreements with Sprint PCS.
. ., page 15

24. Clarify here and on page 79 of the business section, if true, that
you are required to obtain Sprint PCS`s consent before you enter into
any transaction pursuant to which iPCS is no longer the ultimate
parent of iPCS Wireless, and prior to entering into any assignment of
your affiliation agreements with Sprint PCS.

25. Explain briefly here the term "entire business value."

We rely on Sprint PCS for a substantial amount of our financial . . .,
page 17

26. Please also address the potential disclosure controls and
procedures problems that may result due to your billing records and
other record-keeping arrangements with Sprint PCS.

We may have difficulty in obtaining an adequate supply . . ., page 18

27. Please expand your disclosure to include the likelihood of the
risk.  Have you had difficulty in the past obtaining an adequate
supply of handsets from Sprint PCS?

The Reorganization, page 23

28. Please expand your disclosure of the events leading up to your
chapter 11 filing, in particular describing briefly the actions of
Sprint PCS that you believe led to a decline in your liquidity and why
those actions led to a decline in your liquidity.

29. State how many of the nine million shares are being held in
reserve for disputed claims, according to the terms of the plan of
reorganization, and the dollar value of disputed claims.

30. Expand your disclosure of any arrangement with your new
shareholders or creditors that requires particular directors be
appointed to your board.

Capitalization, page 27

31. We note the following references to the independent appraisals:

* On page 27, your reference to the valuation specialist to determine
your reorganization value.
* On page F-31, use of the valuation specialist to provide purchase
price allocations for the February 28, 2001 asset acquisition.

While you are not required to make references to these independent
appraisals, when you do, you should also disclose the name of the
expert and include the consents of the expert(s) if the references are
made or incorporated by reference in a 1933 Act filing.  Your
disclosures should explain the method and assumptions used to
determine the valuation.  Please revise to comply and supplementally
tell us the name of the expert.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 31

	IPCS, Inc. History, page 31

32. Briefly describe the various material measures that you undertook
to reorganize your business operations as part of the reorganization.
Briefly disclose how the reorganization changed your operations and
financial condition.

	Consolidated Results of Operations, page 38

33. Throughout this section, you frequently attribute a material
change to two or more events or factors that you describe without
quantification.  See for example your reasons for the changes in net
loss on page 41.  In discussing the material changes, please quantify
the amount of change attributed to each factor.  Further, provide
disclosure that will provide insight into the underlying business
developments or conditions that resulted in the changes.  For example,
discuss whether any of these factors represent part of a trend that
will continue to affect your operations going forward.  Further,
stating that other line items increased or expenses decreased
"primarily due to . . ." does not provide your investors with
sufficient understanding of the factors that caused this decrease.
Revise your disclosure as appropriate.

Reconciliation of Non-GAAP Financial Measures, page 51

34. Expand on the substantive reasons why management believes that
presentation of the non-GAAP financial measures provides useful
information to investors regarding your financial condition and
results of operations.  In addition, please discuss how management
uses each of the financial measures to evaluate operating performance
and/or liquidity.  Please avoid generic conclusions, like using the
measures to compare your results to other companies.

Unaudited Pro Forma Condensed Consolidated Financial Information, page
55

35. Tell us why you believe that it is appropriate to apply fresh
start accounting as of July 1, 2004 rather than as of July 9, 2004,
the confirmation date.  Refer to paragraph 35