SecProbe.io

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Mail Stop 4-7

      January 13, 2005

Steven L. Childers
Chief Financial Officer
Consolidated Communications Illinois Holdings, Inc.
121 South 17th Street
Mattoon, Illinois 61938-3987

	RE:	Consolidated Communications Illinois Holdings, Inc.
		Registration Statement on Form S-1
		Filed December 8, 2004
		File No. 333-121086

Dear Mr. Childers:

	We have reviewed your filing and have the following comments.
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 raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form S-1

General

1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range.  Please note that
we
may have additional comments once you have provided this
disclosure.
Therefore, please allow us sufficient time to review your complete
disclosure prior to any distribution of preliminary prospectuses.

2. We encourage you to file all exhibits with your next amendment
or
otherwise furnish us drafts of your legality opinion and
underwriting
agreement.  We must review these documents before the registration
statement is declared effective, and we may have additional
comments.

3. Please provide us with copies of your artwork prior to
circulating
your preliminary prospectus.  Since we may have comments that
could
result in material revisions to your artwork, please provide us
with
sufficient time to comment on your artwork prior to circulating
your
preliminary prospectus.  See Item VIII of the March 31, 2001
quarterly update to the Division of Corporation Finance`s Current
Issues and Rulemaking Projects outline, which is available on our
website at http://www.sec.gov/divisions/corpfin/cfcrq032001.htm.

Shorthand References, page ii
Forward-Looking Statements, page ii
Market and Industry Data, page iii
Where You Can Find More Information, page iv

4. Delete or move these sections elsewhere in your document, as
the
summary should immediately follow the cover page.  Please refer to
Item 502 of Regulation S-K for the information that may appear on
the
inside front cover page.

Forward-Looking Statements, page ii

5. Please delete the list of risk factors under this heading as
they
are already set forth in your risk factors section.

6. What is the point of the last sentence of this section?  If the
Private Securities Litigation Reform Act of 1995 safe harbor does
not
apply to IPOs, why refer to it?

Market and Industry Data, page iii

7. As all information in this prospectus must be complete and
accurate in all material respects, delete the last sentence on
page
iii.  To the extent that you want to include a statement that you
have not independently verified certain information, place it in
your
business section or MD&A, as appropriate.

Prospectus Summary, page 1

8. As currently drafted, this summary section is very long.
Strong
consideration should be given to eliminating much of the detail.
In
order to make it more of a summary, focus

only on the most material terms of the offering.  For example,
consider the following:

* Delete or greatly reduce the italicized paragraphs in the
beginning
of your summary.  Most of it is generic boilerplate, which only
takes
away from the more meaningful disclosure. In addition, much of
this
information relating to the company`s structure and history is not
so
material to an investor`s understanding of the company or offering
and is more appropriate for the business section.  To the extent
you
retain any such information, move it to the back of the summary.

* Reduce the length of The Company subsection to one or two
paragraphs summarizing your business operations.  This disclosure
is
too detailed for the summary and more appropriate for your
business
discussion.  Further, we note that much of the disclosure in this
subsection repeats portions of the Business section.

* Delete the subsections entitled Our Strengths, Business
Strategy,
Our Existing Equity Investors, and Use of Proceeds.  For example,
it
appears you can delete the Use of Proceeds subsection, as this
disclosure is included elsewhere throughout the prospectus.

* Minimize and simplify your discussions of, and references to,
the
history and structure of your corporation.  To the extent
possible,
remove references to holding companies, subsidiaries, and other
such
terms that are not required to understand the nature of your
business.  Rely upon the body of the document to provide more
detail.

Appropriate revisions should enable you to shorten the length of
the
summary section.  Further, as part of your revisions, we remind
you
to ensure your disclosure provides a balanced picture of your
operations, financial condition, and structure.

9. With a view to disclosure, tell us your basis for stating that
you
are the 16th largest local telephone company in the United States.
Upon what standard or measure are you basing your claims? Tell us
what your market share is in the areas that you serve as well as
the
market share of your primary competitors.

10. Disclose prominently that you have an accumulated deficit and
that you have substantial indebtedness.  In addition, please
disclose
that __ % of your total revenues come from state and federal
Universal Service Funds.  Revise your Business section as
appropriate.

The Company, page 1

11. In the first full paragraph on page 2, you describe how RLECs
are
"typically characterized by stable operating results and
consistently
strong cash flows and operate in generally supportive regulatory
environments."  Rather than refer to RLECs generally, revise to
describe your subsidiaries` operating results, cash flows and
regulatory experience.

Amended and Restated Credit Facilities, page 4

12. We note that you expect to amend and restate your credit
facility
upon the closing of this offering.  Please continue to provide
updated and detailed disclosure regarding the material terms of
the
agreement, and file the corresponding documents promptly once the
terms have been finalized.

13. We note that the consummation of the offering is conditioned
upon
the completion of the amendment to your credit facility.
Therefore,
whenever the new credit facility is mentioned in the prospectus,
you
should avoid using statements that suggest uncertainty.  For
example,
the sentence "Concurrently with the closing of this offering, we
expect to amend and restate our existing credit facilities" should
be
changed to "Concurrently with the closing of this offering, we
will
amend and restate our existing credit facilities."  If material
terms
of the credit facility are changed prior to effectiveness, an
amendment to the registration statement would be required.

The Offering, page 9

14. Disclose that the number of shares being offered represents
__%
of your shares outstanding.

      Risk Factors, page 11

15. Delete this section as it adds no additional information and
the
actual risk factors begin on page 16.

Summary Consolidated Pro Forma Financial and Other Data, page 12

16. Based on your disclosures, it appears that you use your non-
GAAP
measure, EBITDA, to evaluate liquidity; however, we note that you
reconcile this measure to Net Income (Loss).  Item 10(e)(1)(i) of
Regulation S-K requires prominent presentation of, and
reconciliation
to, the most directly comparable GAAP financial measure.
Accordingly, revise to provide a reconciliation of EBITDA to the
most
comparable GAAP measure of liquidity, cash flows from operating
activities.

Risk Factors, page 16

17. Ensure that each caption clearly reflects the risk that you
discuss in the text.  Many of your risk factors either state a
fact
or uncertainty or merely allude to a risk.  Others do not
accurately
describe the risk being discussed.  See, for example:

* We may not be able to refinance our senior notes ... on
favorable
terms or at all, page 22
* We may not be able to successfully adapt to new technologies...,
page 24
* We face several risks in connection with our recent acquisition
of
TXUCV, page 24
* The successful operation and growth of our business is primarily
dependent on the economic conditions of our service areas, page 25
* We have risks associated with obtaining and maintaining
necessary
rights-of-way for our network, page 27

These are only examples.  Revise throughout to succinctly state in
your caption the particular risk that results from the
uncertainty.

18. Provide only that amount of detail necessary to understand the
risk faced by investors.  In this regard, the amount of detail
that
you provide in many of your risk factors overwhelms the risk you
are
trying to convey.  See, for example:

* We are subject to competition that may adversely impact us, page
22
* We have risks associated with obtaining and maintaining
necessary
rights-of-way for our network, page 27
* Revenues from network access charges may be reduced or lost,
page
30
* Government subsidies we receive could be reduced or lost, page
32

Move extraneous information and background to your business or
MD&A
sections, as appropriate.  To the extent that these risk factors
relate to multiple risks, consider discussing each risk separately
in
its own risk factor.

19. Please avoid the generic conclusion in your risk factors that
a
risk could have a material adverse effect on your business,
financial
condition and results of operations.  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.

You may not receive dividends, and there are several risks
relating
to our paying, and the restrictions on our ability to pay,
dividends,
page 16

20. This risk factor appears to contain multiple risks.  While all
the risks relate to the reduction or elimination of dividend
payments, each factor you discuss (e.g., indebtedness, cash
availability, board discretion, covenants) is a discrete risk.
Accordingly, you should set forth each material risk as a separate
risk factor under an appropriate caption.

Before this offering, there has been no public market for our
Class A
common stock, page 18

21. We suggest that you delete the second and third-to-last
sentences
of this risk factor, as they could apply to any company and does
not
provide meaningful disclosure.

Future sales ... may depress the price of the shares of our Class
A
common stock, page 18

22. Quantify the percentage increase in your outstanding shares
upon
the completion of this offering.

Our organizational documents could limit or delay another party`s
ability to acquire us, page 19

23. Please clarify the term "DGCL."

Our existing equity investors may have conflicts of interests with
you or us in the future, page 19

24. Clarify whether your existing equity investors currently have
any
investments or other interests that may present the conflicts
discussed in this risk factor and, if so, provide a description of
those interests.

If you purchase shares of our Class A common stock, you will
experience immediate and substantial dilution, page 20

25. Please disclose that purchasers in this offering will
contribute
___ % of the total amount of your funding but will own only ___ %
of
the shares outstanding.

We expect that income tax liability will increase in the future,
page
20

26. So that investors can more easily understand this risk factor,
discuss the relationship between net operating losses and income
tax
liability and clarify why your use of net operating losses may be
limited.

	We will require a significant amount of cash to service and
repay our debt, page 21

27. Quantify the amount of cash you will need to meet your debt
service and repayment obligations.  Similarly revise the preceding
risk factor to quantify the "substantial portion" of your cash
flow
from operations that you must dedicate to debt service.

We may not be able to refinance our senior notes... on favorable
terms, page 22

28. Disclose the current interest rates on your senior notes.

      We face several risks associated with our acquisition
strategy,
page 25

29. Clarify whether or not you are currently contemplating any
strategic transactions or acquisitions.  If so, describe the
status
of any discussions, negotiations, agreements, etc., in an
appropriate
location in the prospectus, such as your Business section.

A system failure could cause delays or interruptions of service,
page
26
30. Provide examples of recent network disruptions you have
experienced and quantify the negative impact on your revenue and
cash
flows as a result of the disruptions, to the extent practicable.

	We are dependent on third party vendors for our information
and
billing systems, page 28

31. We note your dependence upon license agreements with third
party
vendors for the use of information and billing systems.  We remind
you to file the license agreements, if material, and any other
material contracts as exhibits to the registration statement
pursuant
to Item 601(b)(10) of Regulation S-K.  Also provide a discussion
of
any material contracts, including disclosure of the material terms
of
the agreements, in your Business section.

Dividend Policy and Restrictions, page 37

32. We may have further comment after review of the missing
information.

33. The section should begin with a clear statement of the
dividend
policy, including the judgments made with regard to paying out a
substantial portion of the cash generated by your business rather
than retaining it.  Please revise so that the substance of the
last
sentence in your first paragraph is your first sentence in this
section.

34. Revise to explain what you mean by "other possible uses."

35. Because the policy generally contemplates distributing cash
instead of retaining it for investment or other purposes, the
disclosure immediately following the complete statement of the
dividend policy should explain in a clear list of bullets that:

* there is no requirement to pay the dividend;
* while the dividend policy will call for distribution of cash,
that
policy can be changed or revoked at any time;
* even if the policy is not changed or revoked, distributions are
entirely at the discretion of the board of directors;
* distributions are restricted by covenants;
* distributions are subject to state law restrictions;
* stockholders have no contractual or other legal right to the
dividends, and
* you may not have enough cash to pay dividends in the future
periods, discussing the reasons why such inability to pay
dividends
may arise.

36. Describe any other material risks that may affect investors`
ability to receive dividends.  In this regard, consider discussing
the factors mentioned on pages 16-17.

37. Revise the end of the first paragraph on page 37 to specify
the
"other purposes" to which you will not apply your available cash
given your intention to use the cash to pay dividends.

      Estimated Minimum Bank EBITDA and Cash Available to Pay
Dividends, page 37

38. We refer to the first sentence in the second paragraph on page
38
beginning with, "We believe