SecProbe.io

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Mail Stop 4-7

      April 12, 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. 2 to Registration Statement on Form S-1
		Filed March 30, 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.

Form S-1

Dividend Policy and Restrictions, page 33

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

1. We believe it is not appropriate to include pro forma
adjustments
associated with your initial public offering in the calculation of
pro forma EBITDA and estimated cash available to pay dividends as
presented on page 37.  Revise the pro forma adjustment described
in
Note 12 to exclude the adjustments of $3,882 for the restatement
of
the restricted plan and $5,000 for professional service fees.

However, if these are permitted adjustments to Bank EBITDA, as
defined in your amended and restated credit agreement, you may
include these as adjustments in your calculation of pro forma Bank
EBITDA, providing that you further revise your calculation of
estimated cash available to pay dividends to subtract the cash
costs
attributed to these adjustments.

2. We believe it is not appropriate to exclude cash costs that
were
incurred in historical periods from your table on page 37 since
the
purpose of this table is to depict your ability to pay dividends
in
historical periods if your current dividend policy had been in
place
during those periods.  Revise your calculation of estimated cash
available to pay dividends as presented in the table on page 37 to
subtract retention bonuses, severance costs, and cash items
attributed to the acquisition of TXUCV from pro forma bank EBITDA.

Management, page 118

      Long Term Incentive Plan, page 123

3. We note the new disclosure of the incentive plan that the board
intends to adopt upon completion of the offering.  To the extent
possible, provide more specific disclosure about the parameters
that
you will evaluate in determining whether cash bonuses are to be
paid.
Are the bonuses based on revenue levels or earnings goals that can
be
expressed in qualitative terms?

Certain Relationships and Related Party Transactions, page 130

4. We note your response to prior comment 22.  In addition to the
example provided in our prior comment, we also believe that
disclosing whether you believe the terms of the transactions are
comparable to terms you could obtain from independent third
parties
assists investors in understanding to what extent you enter into
transactions where persons or entities derive a benefit from a
non-
independent relationship with you.  This disclosure also provides
context with regard to the economic substance of the transaction.
Accordingly, we believe you should provide the requested
disclosure.

Financial Statements

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

      Note 7.  Restricted Share Plan, page P-9

5. We note your response to comment 26.  We refer to the charge of
$11.6 million to additional paid in capital and the $3.9 million
charge to expense in your 2004 pro forma financial statements.
However, it is still unclear how you intend to account for the
compensation expense upon the offering consummation and why.
Please
clarify which shares will be vested and how you will record the
corresponding compensation expense.  In your response, please
refer
to the accounting literature that you relied upon in your
determination.

Consolidated Communications Holdings, Inc.  Financial Statements,
page F-1

      Note 6.  Investments, page F-16

6. We refer to your equity method investment of GTE Mobilnet South
Texas Limited Partnership.  Considering Topic D-46: "Accounting
for
Limited Partnership Investments," please tell us why you believe
the
equity method to be the most appropriate method of accounting for
your interest in this company.

7. In note 3, you state that you accounted for your acquisition of
TXUCV using the purchase method.  Please tell us how you
determined
the values assigned to your investments in GTE Mobilnet`s South
Texas
and RSA #17 Limited Partnerships at the time of acquisition and
your
basis for this determination.

8. Include the audited financial statements of GTE Mobilnet of
South
Texas and GTE Mobilnet of Texas RSA #17 as required by Rule 3-09
of
Regulation S-X.

      Note 8.  Goodwill and Other Intangible Assets, page F-17

9. We note the goodwill impairment charge of $10,147 recognized in
2004.  In accordance with paragraph 47 of SFAS No. 142, revise to
disclose:

* a description of the facts and circumstances leading to the
impairment;
* the method of determining the fair value of the associated
reporting unit; and
* if the recognized impairment loss is an estimate that has not
yet
been finalized, and if so, that fact and the underlying reasons.

10. We note the impairment loss recognized for your tradenames.
In
accordance with paragraph 46 of SFAS No. 142, revise to disclose:

* a description of the facts and circumstances leading to the
impairment; and
* the method of determining the fair value of the associated
reporting units.

      Note 16.  Restricted Share Plan, page F-28

11. We note your response to comment 33.  You state that
compensation
expense associated with the restricted shares is determined based
upon the call provision formula, rather than the fair value of the
common stock.  It appears that you believe the compensation
expense
for the entire award should be based upon the call provision
formula.
Please tell us if the formula that you provided in your latest
response represents your determination of the value of the call
provision or the fair value of the restricted shares.  Also
provide
us with the specific accounting literature that you considered in
determining that compensation expense of the restricted stock
awards
can be based solely on the calculated amount of the call provision
at
each measurement date.

Exhibit 5.1, Legality Opinion

12. We note your revised legal opinion in response to prior
comment
38; however, counsel cannot assume that the registrant has taken
all
the necessary corporate action to authorize and approve the
organizational documents and file the charter under state law,
which
is a legal conclusion that counsel must make as a necessary
requirement of the ultimate legality opinion.  Counsel may only
assume that documents have been duly authorized, approved or
delivered by parties other than the company.  Please revise.

*  *  *  *

      Please amend your Form S-1 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.

      You may contact Christine Bashaw, Staff Accountant, at (202)
824-5422 or Terry French, Accountant Branch Chief, at (202) 942-
1990
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Albert Pappas, Staff
Attorney,
at (202) 942-7914 or me at (202) 942-1990 with any other
questions.

							Sincerely,

							Michele M. Anderson
							Legal Branch Chief

cc:	Alexander A. Gendzier, Esq.
	Fax:  212-556-2222
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Steven L. Childers
Consolidated Communications Illinois Holdings, Inc.
April 12, 2005
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