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CORRESP
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          Michael T. Stefanski

                    Vice President & Controller

               September 21, 2005

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3561

CF/AD11

100 F St. NE

Washington, DC 20549-3561
 Dear Mr. Spirgel:

 We are writing this letter to respond to the comment letter
          of the Staff dated September 1, 2005 with respect to the Cellco Partnership
          (“the Company”) Form 10-K for the fiscal year ended December
          31, 2004 and the related periodic reports.

 Pursuant to the Staff’s request, we hereby acknowledge
          that the Company is responsible for the adequacy and accuracy of the
          disclosures in its filings; Staff comments or changes to disclosure
          in response to Staff comments do not foreclose the Commission from
          taking any action with respect to the filings; and the Company may
          not assert Staff comments as a defense in any proceeding initiated
          by the Commission or any person under the federal securities laws of
          the United States.

 If you have any questions or need anything further to
          assist you in your review, please do not hesitate to contact me. I
          can be reached at (908) 306-6892.

          Sincerely,

          /s/ Michael T. Stefanski

          Michael T. Stefanski

Attachment

 Cellco Partnership Form 10-K for the fiscal year
                    ended December 31, 2004

           1.
            Refer to the penultimate
                         paragraph of page 90, where you disclose your plan to consolidate
                         Vista PCS, LLC even though it is controlled by Valley
                         Communications, LLC. In
                         future filings please expand your consolidation policy
                         disclosure to fully address circumstances
                         such as this and explain to us the nature of your investment
                         in Vista PCS, LLC and the basis for
                         your accounting in GAAP. Refer us to the accounting
                         literature that you
                         are relying upon as a basis for your policy and describe
                         to us how you apply the guidance
          of FIN 46R to this and other similar investments.

 Response:

 In November 2004, Cellco Partnership (“Cellco”)
          and Valley Communications, LLC (“Valley”) entered into an
          LLC Agreement (the “Agreement”) to form Vista PCS, LLC (“Vista”)
          in order to bid on PCS licenses. For the year ended December 31, 2004,
          Vista had no business activity other than its initial capitalization
          upon formation. On February 15, 2005, the FCC concluded an auction
          of 242 PCS licenses. Vista was the high bidder on 37 of these licenses.

 Cellco has provided capital contributions and debt financing
          to Vista. Under the Agreement, Cellco has an 80% non-controlling interest
          in Vista, while Valley has the remaining 20% interest. Also, under
          the Agreement, Valley has voting control of Vista in that it has two
          of the three votes on Vista’s Management Committee. Cellco has
          the remaining vote.

 Additionally, pursuant to a Management Agreement, Cellco
          will provide Vista assistance in building the wireless networks in
          the areas in which Vista owns the licenses purchased in the FCC auction.

 Cellco considers Vista to be a variable interest entity
          (“VIE”) because its voting rights are not proportional to
          its ownership interest and the total equity investment at risk is not
          sufficient to permit the entity to finance its activities without additional
          subordinated financial support, consistent with paragraph 5 of FIN
          46(R). As Cellco owns a majority of the variable interests in Vista,
          Cellco is the primary beneficiary of Vista, and consolidates Vista
          in accordance with paragraphs 14 and 15 of FIN 46(R).

 In future filings, Cellco will expand its consolidation
          policy disclosure to address Vista and any other circumstances similar
          to its participation in Vista.

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           2.
            We note on page 5 of
                         the March 31, 2003 Form 10-Q of Verizon Communications,
                         Inc., Verizon Communications
                         recognized a material gain upon the adoption of SFAS
                         143. Please explain
                         to us the facts and circumstances of your adoption of
                         SFAS 143, including the impact of the adoption on your
                         financial position and results of operations. Tell us
                         how you determined your asset retirement obligation
                         (ARO) and cumulative effect adjustment, if any. Also
                         explain what impact the adoption of FIN #47 had on your
          methodology for estimating your ARO.

Response:
 Verizon Communications Inc. disclosed the impact of adopting
          Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting
          for Asset Retirement Obligations," in its March 31, 2003 SEC Form 10-Q
          as a gain of approximately $3,499 million ($2,150 million after-tax).
          The impact was a gain because Verizon Communications did not have a
          material obligation to remove long-lived assets but had historically
          included estimated removal costs in group depreciation models. This
          gain pertained principally to Verizon Communications' domestic wireline
          operations, and none of the impact of adopting SFAS No. 143 pertained
          to Cellco. Cellco's 2002 SEC Form 10-K disclosed that it did not expect
          the adoption of SFAS No. 143 to have a material effect on the partnership's
          results of operations or financial position and Cellco's March 31,
          2003 SEC Form 10-Q did not disclose any impact of adopting SFAS No.
          143 as the impact of adoption was immaterial.

 As previously communicated in Verizon Communications'
          responses to comment letters from the SEC Staff dated August 12, 2003
          and September 2, 2003, Verizon Communications noted that it records
          an asset retirement obligation in circumstances when it is contractually
          obligated to restore leased cell tower locations to their previous
          condition. Approximately one-half of Cellco's tower sites are leased
          from third parties. In these cases, the tower lessor is either responsible
          for the remediation of the location or, if it is the owner of the land,
          it is not subject to remediation clauses. The remaining cell towers
          are owned by Cellco and are generally located on land that is leased
          subject to standard remediation clauses included in the original lease
          agreements. It is Cellco's practice to record the estimated cost of
          remediation over the term of the lease. This accounting, which is based
          on the provisions of SFAS No. 13, "Accounting for Leases," paragraph
          5(j), results in charges for restoration costs (in a manner similar
          to minimum lease payments) that are consistent with those determined
          in accordance with the provisions of SFAS 143, paragraph 17. Cellco
          updates its remediation estimates periodically based on its actual
          experience in restoring cell tower locations. To date, Cellco has decommissioned
          and remediated 165 cell tower locations, with an aggregate cost of
          approximately $2 million.

 Cellco is currently evaluating the provisions of FIN No.
          47 with respect to the cost of both asbestos removal in its owned facilities
          and battery plant remediation within its cell sites and switch locations.
          Cellco will adopt FIN 47 on December 31, 2005. As disclosed in Cellco's
          June 30, 2005 SEC Form 10-Q, Cellco does not expect the adoption of
          this interpretation to have a material effect on its consolidated financial
          statements.

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 Cellco Partnership Form 10-Q for the quarter ended
                    June 30, 2005

     Wireless Licenses and Other Intangibles, Net,
     page 5

           3.
           Please explain to us how you applied
                         the guidance in EITF Topic D-108. Describe in detail
                         how you applied the direct method of valuing your wireless
                         licenses. Please address the following questions in
                         your response.

          •
           Did you determine the direct value of these
                         licenses on a license-by-license basis or did you aggregate
                         some or all of these licenses? If you aggregated licenses,
                         tell us how.

          •
           The sixth paragraph of page 4 of your Form
                         10-K seems to indicate that you have purchased overlapping
                         licenses. Tell us how the values of your older and newer
                         licenses compare in such circumstances.

          •
           Also, describe how the direct values were
                         determined and tell us how they compared to the recorded
                         values as originally determined under the residual method.

 Response:

 Direct Valuation Methodology

 As required by EITF Topic D-108, Cellco performed an impairment
          test on its wireless licenses using a direct valuation method as of
          January 1, 2005. As disclosed in the Cellco’s 2004 Form 10-K,
          that impairment test did not result in any adjustment to the carrying
          value of its wireless licenses as of January 1, 2005. Cellco engaged
          an independent valuation firm to assist it in determining the estimated
          fair value of its wireless licenses using a direct valuation method.
          After consultation with the independent valuation firm, its independent
          auditors, and in light of previous discussions with the Office of the
          Chief Accountant of the Securities and Exchange Commission on May 24,
          2004, Cellco concluded that the most appropriate direct valuation methodology
          for its wireless licenses was a variation of the income approach commonly
          known as the “Greenfield Approach.”

 The Greenfield Approach is a commonly used approach to
          directly value wireless licenses, broadcast licenses, cable franchise
          agreements and other similar intangible assets. The Greenfield Approach
          is based on the assumption that a potential investor is considering
          the purchase of the wireless licenses as part of a start-up enterprise.
          In other words, the investor would need to incur separately all the
          capital expenditures, marketing, customer acquisition, cost of operations
          and related costs to build a business to a projected level of normalized
          operations starting only with the wireless licenses. The Greenfield
          approach uses discounted cash flow analyses to estimate what a potential
          investor would be willing to pay to purchase the wireless licenses
          (recognizing that all other necessary capital expenditures and costs
          would need to be incurred separately to build a business to a projected
          level of normalized operations) in a current transaction between willing
          parties, that is, other than in a forced or liquidation sale.

 As previously mentioned, Cellco engaged an independent
          valuation firm to assist it in estimating the fair value of its wireless
          licenses as of January 1, 2005. In the opinion of the independent valuation
          firm, the fair value of Cellco’s wireless licenses substantially
          exceeded

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 its carrying value of $42.1 billion as of January 1, 2005.
          Cellco considered the independent valuation firm’s report and
          internal information, as appropriate, to conclude that the estimated
          value as determined by the independent valuation firm was reasonable
          and was Cellco’s best estimate of fair value of its wireless licenses.
          In addition, prior to Cellco’s adoption of EITF Topic D-108, Cellco
          performed its annual impairment test as of December 31, 2004 using
          the residual method. Under the residual method, the fair value of Cellco’s
          licenses substantially exceeded its carrying value.

 Unit of Measure for Testing for Potential Impairment

 As previously communicated to the Office of the Chief
          Accountant of the Securities and Exchange Commission, in Cellco’s
          letter dated April 23, 2002 to Mr. R. Scott Blackley, in connection
          with Cellco’s pre-clearance of certain matters in connection with
          its adoption of SFAS 142, Cellco aggregates its wireless licenses into
          one single unit of accounting for the purposes of evaluating potential
          impairment. Cellco has evaluated the “indicators that two or more
          indefinite-lived intangible assets should be combined as a single unit
          of accounting for impairment testing purposes” contained in EITF
          Issue No. 02-7, Unit of Measure for Testing
          Indefinite-Lived Intangible Assets (EITF
          02-7), and accordingly believes that its wireless licenses should appropriately
          be combined into a single unit of accounting for the purposes of impairment
          testing. Cellco reached this conclusion principally based on the fact
          that as a nationwide carrier, it utilizes its wireless licenses held
          on an integrated basis as one single asset (a nationwide wireless network)
          to support its business model of providing high quality coast-to-coast
          service to its subscribers. Aspects of Cellco’s business model
          that rely upon this integrated approach include its marketing strategy,
          service pricing and customer service activities.

 Overlapping Licenses

 As described above, Cellco aggregates its wireless licenses
          into one single unit of measure for impairment purposes. Accordingly,
          Cellco does not calculate the fair value of individual wireless licenses.
          As a general matter, Cellco purchases wireless licenses to meet its
          current and planned requirements. In many cases, this results in Cellco
          purchasing wireless licenses in markets for which it already owns wireless
          licenses. While such licenses are considered “overlapping” from
          a market (geographic location) perspective, they enable Cellco to access
          different radio wave spectrum in that geographic location and are therefore “additive” from
          the perspective of allowing Cellco to carry more traffic in that geographic
          location (commonly referred to as “additional capacity”).
          This additional capacity supports new customers, additional volumes
          for existing customers and the provision of new services (for example,
          wireless data services) for new and existing customers.

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