SecProbe.io

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Mail Stop 0407

October 15, 2004

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

	RE:  	iPCS, Inc.
Amendment No. 2 to Form S-1
Filed October 5, 2004
File No. 333-1117944

Amendment No. 1 to Form S-4
Filed September 9, 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.
We welcome any questions you may have about our comments or on any
other aspect of our review.  Please feel free to call us.

Form S-1/A filed October 5, 2004

General

1.	We are still considering your response to prior comment number 1.

2. We note your statements, on pages 1, 32 and 68, of the total
population of your licensed territory "[b]ased on the 2000 population
counts compiled by the U.S. Census Bureau, adjusted by population
growth rates provided to us by Sprint."  Accordingly, we reissue our
prior comment number 5.  Please tell us whether the Sprint information
is publicly available, and, if it was prepared especially for you,
please file a consent.

Prospectus Summary, page 1

3. We reissue our prior comment number 11.  Please explain technical
and industry terms, such as 1xRTT, TDMA, GSM, iDEN, particularly the
first time that you use them.  As a further example, you use the
acronym "ARPU" on page 7 but do not explain what it represents until
page 33.  Also, under "We may experience a high rate of subscriber
turnover . . ." on page 18, you describe FCC regulations relating to
"WLNP" but do not indicate what is meant by the acronym until page 77.

4. We reissue our prior comment number 15.  Please eliminate the terms
"national" or "nationwide" on page 3 in your prospectus summary, on
page 17 in your risk factors, and in disclosure about Sprint`s network
on pages 34, 68 and 80, or revise your disclosure in those places to
clarify the actual limited scope of Sprint PCS service.

Summary Historical Financial Information, page 6

5. Please refer to prior comment 17.  Since you present CCPU and CPGA
as a measure of operating performance, it is generally not appropriate
to exclude depreciation and amortization and non-cash compensation
expense since these charges are recurring.  Therefore, we continue to
believe that you should revise to delete this measure.  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 requires to
demonstrate the usefulness of any measure that excludes recurring
items.  If you continue to believe that your presentation of CCPU is
appropriate, please provide a detailed response supporting your
conclusions.  Your discussion should, at a minimum, disclose the
following:

* the manner in which management uses the non-GAAP measure to conduct
or evaluate the business;
* the economic substance behind management`s decision to use such a
measure;
* the material limitations associated with the use of the non-GAAP
measure as compared to the use of the most directly comparable GAAP
measure, net income (loss);
* the manner in which management compensates for these limitations
when using the non-GAAP financial measure; and
* the substantive reasons why management believes the non-
GAAPfinancial measure provides useful information to investors.

Additionally, your disclosure should specifically address why it is
relevant to exclude depreciation and amortization from your measure
when these represent costs to operate the network and required cash
expenditures initially to acquire the assets. Revise your presentation
as appropriate.

The Reorganization, page 23

6. We note your revised disclosure indicating that you appointed four
new directors to your board, all of whom had been designated by the
unsecured creditors committee.  Please identify these directors.

Capitalization, page 28

7. Please refer to prior comment 31.  We note your reference on page
F-77, paragraph one, to the use of financial consultants to determine
the relative fair values of your assets and liabilities.  While you
are not required to make references to these experts, 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..., page 32
Consolidated Results of Operations, page 39

8. You stated that you increased your subscriber additions in 2004.
Please reconcile to us your statement that your 2004 cost per gross
addition increase was caused by "lower gross additions over which to
spread the fixed costs and higher advertising expenses."

Unaudited Pro Forma Condensed Consolidated Financial Information, page
58

9. Please refer to prior comment number 35.  Supplementally
demonstrate to us on a quantified basis why you believe that the
impact of the early adoption of fresh start accounting as of July 1,
2004 did not have a material impact on your financial statements.

10. Please refer to prior comment number 37.  As previously requested,
please revise to delete the fro forma non-GAAP measures from your pro
forma financial statements presented in accordance with Article 11 of
Regulation S-X.

Plan of Distribution, page 115

11. We note your response that some of the selling security holders
are affiliates of a broker-dealer.  In addition to the Item 507 and
Item 508 of Regulation S-K information that you have included, your
prospectus also should state:

* That the seller received the shares according to the confirmed plan
of reorganization in satisfaction of claims in your chapter 11 case or
purchased in the ordinary course of business; and

* At the time of the purchase of the securities to be resold, the
seller had no agreements or understandings, directly or indirectly,
with any person to distribute the securities.

Change in Independent Registered Public Accounting Firm, page 117

12. Please refer to prior comment number 50.  Revise your disclosure
on page 118 to state the date of the engagement of Deloitte & Touche
in December of 2003, as required by Item 304(a)(1)(i) of Regulation S-
K.

*	*	*	*

As appropriate, please amend your registration statements in response
to these comments.  You may wish to provide us with marked copies of
the 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 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 filings 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 disclosures they have
made.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in connection with our review of your filing or
in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before submitting
a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.

	You may contact Nicole Holden, Staff Accountant, at (202) 942-
5265, or Ivette Leon, Senior Staff Accountant, at (202) 942-1982, if
you have any questions regarding comments on the financial statements
and related matters.  Please contact Cheryl Grant, Staff Attorney, at
(202) 942-1916, or Jennifer Hardy, Senior Staff Attorney, at (202)
942-2864, with any other questions.

					Sincerely,

					Larry Spirgel
					Assistant Director

cc:	Robert Wild, Esq.
	Mayer, Brown, Rowe & Maw LLP (by facsimile)

Mr. Yager
iPCS, Inc.
October 15, 2004
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