SecProbe.io

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Mail Stop 4-7

      February 11, 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.
		Amendment No. 1 to Registration Statement on Form S-1
		Filed January 27, 2005
		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.

Prospectus Summary, page 1

1. You can safely delete the last sentence in the italicized
paragraph, as you won`t need to define references to yourself and
to
other entities if your disclosure is clear.

2. Revise the second paragraph on page 1 to clarify that your
assertion that you were the 16th largest local telephone company
in
the U.S. is an estimate only, as indicated in your response to
prior
comment 9.

Summary Consolidated Pro Forma Financial and Other Data, page 7

3. We note your response to comment 16 and refer to the
reconciliation of net cash provided by operating activities to pro
forma EBITDA presented on page 9.  Revise the reconciliation of
pro
forma EBITDA to begin with historical cash flows from operations
from
the financial statements of Homebase Acquisition LLC.
Risk Factors, page 11

4. Several of your risk factor headings are still so vague or
generic
that they could apply to any other issuer in any industry.  See
for
example:
*  "We will be exposed to risks relating to evaluations of
controls
..."; and
* "We are subject to competition that could cause us to lose
customers...."

Other captions continue to lack any specific reference to a risk
to
the company or its investors, such as:
* "Our existing equity investors may have conflicts of interests
with
you or us in the future";
* "Because we are a holding company, we depend on our
subsidiaries..." (Isn`t the risk ultimately an inability to pay
dividends?);
* "We expect that our cash income tax liability will increase in
the
future..."; and
* "We are dependent on third party vendors for our information and
billing systems."

These are examples only.  Please refer to prior comment 17 and
revise
your risk factor headings to provide more specific disclosure
about
the risks and how they relate to you, your business or your
industry.

5. Your response to prior comment 31 states that the license
agreements for the use of information and billing systems are not
material agreements pursuant to Item 601(b)(10).  In light of your
admission that the availability of these systems is material to
the
company, please advise us of the basis for the company`s belief.
Did
you mean to state that no one license on its own is material to
the
company?

Dividend Policy and Restrictions, page 32

6. Revise the presentation on page 32 so that the third paragraph
added in response to prior comment 35 appears immediately after
the
first paragraph on that page.

7. Disclose how Bank EBITDA is calculated, instead of referring to
the definition presented in other sections of the document.

Estimated Minimum Bank EBITDA and Cash Available to Pay Dividends,
page 34

8. We note your response to comment 47.  It is unclear when the
entire $14 million was or will be spent.  For example, you state
that
of the $14 million, $2.3 million was spent as of September 30,
2004
and that you expect to incur $7.5 million in 2005.  Please tell us
and revise to address when the remaining $4.2 million was or will
be
spent.  If the $4.2 million was not spent in the fourth quarter of
2004, please revise to include these expenses as a deduction in
the
calculation of estimated cash available to pay dividends.

9. We note your response to comment 43.  As noted previously, your
definition of Bank EBITDA does not appear to be highly correlated
to
cash since this measure excludes certain costs that involve cash
outlays.  To clarify how this level of Bank EBITDA will result in
sufficient cash to pay dividends under your policy, we believe
that
you should make certain revisions to your disclosures:
* In order to depict the amount of cash that you believe will be
available to pay dividends in the full year following the
offering,
revise your table on page 34 to remove any cash expenses that were
added to EBITDA in arriving at your calculation of Bank EBITDA.
For
example, you should subtract estimated cash costs such as
integration
and restructuring, which would otherwise be included in Bank
EBITDA
pursuant to the definition, in arriving at estimated cash
available
to pay dividends.
* We do not believe it is appropriate to exclude cash costs that
were
incurred in historical periods from your table on page 35 since
this
table is intended to depict your ability to pay dividends in
historical periods if your current dividend policy had been in
place
during those periods.  Revise your table on page 35 to:
* remove the $5,000 adjustment for aggregate professional service
fees paid to Mr. Lumpkin, Providence Equity and Spectrum Equity
from
your pro forma adjustments described in note 12(d); and
* remove the retention bonuses, severance costs, and cash items
attributed to the acquisition of TXUCV in your calculation of cash
available to pay dividends.

10. We note that you expected to contribute $0.9 million to your
pension plan in 2004.  We further note that in the table of
material
contractual cash obligations and commitments presented on page 75
you
expect to pay $6.1 million in 2005 for pension and other post
retirement obligations.  Please tell us exactly what the $6.1
million
represents and how you considered these obligations in your
determination of estimated cash available to pay dividends for the
twelve months following this offering.

Pro Forma Bank EBITDA Table, page 35

11. We note your response to comment 49.  We believe the table on
page 35 should present pro forma EBITDA and Bank EBITDA excluding
the
expected impact of the offering.  Please revise the table to
include
only those pro forma adjustments directly attributed to the
acquisition of TXUCV.  You should reflect cash items resulting
from
the offering and related transactions that would impact the amount
of
cash available for dividends in the table on page 36.

12. We refer to note 17 of the table presented on page 35.  Please
tell us in detail and revise to discuss the nature of, and your
basis
for, these adjustments to pro forma EBITDA.

Estimated Cash Available to Pay Dividends Table, page 36

13. Revise the first line of this table to indicate that Bank
EBITDA
is actually pro forma Bank EBITDA, consistent with the preceding
table.

14. We note that in the original dividend policy presented in your
S-
1 filed on December 8, 2004, you previously included an adjustment
(note 2) to deduct the amount of principal payments on amended and
restated credit facilities.  We note that you no longer include
such
an adjustment in your calculation of estimated cash available to
pay
dividends.  Please tell us in detail why this adjustment was
previously included and why you believe it is no longer required.

Senior Notes, page 42

15. It is not clear how much you would have been allowed to pay in
dividends based on historical and pro forma results as of
September
30, 2004, considering the restrictive covenants of your Senior
Notes.
Provide only the amount of detail necessary for the reader to
understand how you would have been or will be limited by the
restrictions in your senior notes.  In that regard, revise to
clearly
explain how much you would have been able to pay in dividends
based
on your historical results and if you expect to be limited by
these
restrictions in the twelve months following your offering.

Management`s Discussion and Analysis of Results of Operations and
Financial Condition, page 51

	Overview, page 51

16. We note your revised disclosure in response to comment 60.
However, you should provide more details on the impact on your
results of operations and liquidity that will result from your
reorganization to a public corporation.

Critical Accounting Policies and Use of Estimates, page 65

17. We note your responses to comments 66 and 67 and related
revised
disclosures.  Although it is clear that you have made material
changes to your disclosures, it is still unclear why you believe
these estimates and assumptions are both important to the
portrayal
of your financial condition and results of operations and require
your most difficult, subjective or complex judgments.

Revise to clearly indicate why these accounting estimates or
assumptions bear the risk of change and equally important analyze,
to
the extent material, such factors as how you arrived at the
estimate,
how accurate the estimate or assumption has been in the past, how
much the it has changed in the past, and whether the estimate or
assumption is reasonably likely to change in the future.

Effect of this Offering, page 73

18. We note that you expect to incur $1 million in incremental
costs
relating to your being a public company.  Please clarify whether
this
amount relates to SEC reporting and compliance fees, or merely
relates to fees relating to your listing on the New York Stock
Exchange.  Similarly clarify your disclosure on page 52.

Business, page 85

Legal Proceedings, page 106

19. Disclose the court in which Mr. Hinds filed the lawsuit.  In
addition, please clarify whether you believe this is a material
claim.  If the claim is material to your business or financial
condition, please revise your disclosure in the first paragraph in
which you state that the Illinois Telephone Operations are not
subject to any material adverse claims.

      Industry Overview and Competition, page 106

20. Please disclose that you are unable to provide quantified
disclosure regarding your market share in the markets in which you
operate, as indicated in your response to prior comment 79, and
explain the reason for that inability.

Compensation of Executive Officers, page 123

21. Please update this section to provide compensation disclosure
for
2004, the last completed fiscal year.  Similarly revise your
"Certain
Relationships and Related Party Transactions" section, as
applicable.
See Items 402 and 404 of Regulation S-K.  In addition, to the
extent
that you have not already done so, please update any other
information required under Regulation S-K to be updated for 2004.

Certain Relationships and Related Party Transactions, page 131

22. We refer to prior comment 84 as it pertains to whether you
believe the terms of the transactions are comparable to terms you
could obtain from independent third parties.  Please advise why
you
believe it is not necessary to disclose the company`s belief in
this
regard.  For example, if the company is paying higher fees or
rates
to its related parties than it would to non-affiliates, then this
would appear to be material information for potential investors.

Underwriting, page 154

23. Confirm that the directed share program procedures that the
company and CSFB intend to use have not changed since the staff
previously reviewed them.  See prior comment 87.

Financial Statements

Unaudited Pro Forma Condensed Consolidated Financial Statements,
page
P-1

Condensed Consolidated Statement of Operations, page P-5

24. It appears that the majority of your depreciation and
amortization expense for property and equipment is directly
attributable to the generation of revenue.  If so, revise your
presentation to comply with SAB Topic 11:B, as applicable, by
identifying the amount of applicable depreciation and amortization
that is excluded from "cost of operations."  Make similar
revisions
to the information presented in Selected Financial Data at page 7.

Note 1. Selling, General and Administrative Expenses, page P-9

25. We note your response to comment 95.  We do not believe that
the
anticipated cost savings meets the pro forma adjustment criteria
set
forth in Article 11 of Regulation S-X.  Please revise to delete.
If
you disagree, tell us in more detail why you expect this cost
savings
to have a continuing impact on your financial statements and to be
factually supportable.  Further, tell us in detail how you intend
to
completely eliminate all direct or indirect costs associated with
these positions such that you will realize a cost savings of the
entire amount previously spent for the responsibilities associated
with these 70 positions.

Note 7.  Restricted Share Plan, page P-11

26. We note the amendment and restatement to your restricted share
plan, effective with the offering.  Tell us in more detail about
the
significant provisions of the amended plan, and citing the
relevant
accounting literature, tell us your basis of accounting going
forward.  Also address how you considered the modification of the
original plan in determining the appropriate accounting treatment.
Further, please supplementally provide us with the analysis you
used
to determine the necessary accounting adjustments associated with
this change.

Note 8.  Interest Expense, page P-11

27. Please tell us what the $18.9 million in deferred financing
costs
represent, and which facilities these costs were associated with.
Citing the appropriate accounting literature, please tell us how
you
determined the $2.1 million and $1.3 million were the only
appropriate amounts to write off in connection with this
transaction.

Homebase Acquisition, LLC Financial Statements for the Year Ended
December 31, 2003, page F-2

	Note 2.  Summary of Significant Accounting Policies, page F-8

28. Revise to include a description of your accounting policy for
accounting for stock-based compensation.

Goodwill and Other Intangible Assets, page F-9

29. We note your response to comment 101.  Please note that
tradenames are not evaluated for impairment at the reporting unit
level.  Revise to clarify and separately describe the impairment
test
required for tradenames as prescribed by paragraph 17 of SFAS No.
142.  Also revise to further describe step two of the goodwill
impairment test.

Revenue Recognition, page F-10

30. We note your response to and reissue comment 102.  Please tell
us
in detail how you account for revenue and the related costs of
print
advertising and publishing of directories.  Specifically discuss
the
relationship between the recognition of advertising and publishing
revenues and the delivery of directories.

Note 5.  Goodwill and Other Intangible Assets, page F-13

31. We note your response to comment 106.  Please tell us what
components exist, if any, within each of your operating segments.
If
you have identified components, for each one, tell us:  1) if
discrete financial information is available; 2) if the operating
results are regularly reviewed by segment management; and 3) why
they
have not met the criteria of a reporting unit as defined by
paragraph
30 of SFAS No. 142.

32. We note your response to comment 108.  Your basis for
determining
a 10 year estimated useful life of your customer list is still
unclear.  Tell us the basis for your conclusion, citing the
appropriate accounting literature and specific facts and
circumstances that support this determination.

Note 13.  Restricted Share Plan, pages F-19 and F-83

33. We note your response to comments 109 and 110.  Tell us in
more
detail about the significant provisions of this plan, including
the
nature of the restrictions, and citing the relevant accounting
literature please tell us your basis of accounting.  Further, tell
us
why this plan is subject to var