SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4-7

      May 6, 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. 3 to Registration Statement on Form S-1
		Filed April 22, 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 note your response to comment 1.  You state that you now
include cash distributions from your investments in two cellular
partnerships and your minority interest in East Texas Fiber Line,
Inc. in the calculation of pro forma Bank EBITDA.  However, your
definition of Bank EBITDA, as presented on page 34 does not
include
these as adjustments.  If the definition of your amended and
restated
credit facility includes the cash proceeds from these investments,
revise the definition on page 34 and provide us with a copy of
your
amended and restated credit facility that includes these as
adjustments.  If these adjustments are not included in the
definition
of Bank EBITDA, revise to exclude from the calculation of pro
forma
Bank EBITDA and include them as adjustments to pro forma Bank
EBITDA
in your calculation of estimated cash available to pay dividends.

2. The amount of partnership and dividend income shown as an
adjustment in footnote 18 does not tie to the amounts reported in
your statement of operations, and the source of cash distributions
from investments is not clear.  To help us better understand these
relationships, please provide us with a table summarizing the
amount
of partnership and dividend income recognized and cash
distributions
received for each investment in 2004.  Show us how these amounts
correspond to sources and uses of cash reflected in your statement
of
cash flows and income or losses in your statement of operations.
Also show how these amounts correspond to those presented in
footnotes 18 and 19 to the dividend policy table presented on page
37.

3. Specifically tell us what the proceeds from investments of
$3,284
represent, and why they are considered to be an investing activity
in
your statement of cash flows.

4. We note your response to comment 2.  It appears that the sum of
adjustment 20 includes those items identified by notes 5 and notes
14
through 17.  Revise to include a reference to note 5 or separately
list each item that is included in the total adjustment of
$20,214.

Management, page 118

      Long Term Incentive Plan, page 124

5. Provide quantified disclosure of the free cash flow, EBITDA,
revenue and other goals that the board will use in determining
whether bonuses are to be paid.  Alternatively, advise us why you
believe such disclosure is not required.

Financial Statements

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

Note 7.  Restricted Share Plan, page P-9
6. We note your response to comment 5.  In the second paragraph of
note 7 to your unaudited pro forma financial statements, you state
that the remaining restricted shares will vest in three equal
installments on December 31, 2005, 2006, and 2007.  However, in
your
response letter dated April 22, 2005, you state that one third of
the
remaining shares would be vested in 2004, and that additional
compensation expense will be recognized in each of the subsequent
two
years,  2005 and 2006.  Please explain this apparent inconsistency
or
revise your disclosure.

7. Revise your footnote disclosure to state clearly that although
you
recorded a charge of $11.7 million to accumulated deficit for pro
forma purposes, this amount, plus the amount vested in 2005, will
be
expensed in your 2005 results of operations upon the amendment and
restatement of the restricted share plan.

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

      Note 6.  Investments, page F-16
8. We note your response to comment 6.  Since you have revised the
financial statements to reflect the change from equity to cost-
method
accounting for your interest in South Texas, in addition to the
purchase price adjustment discussed in your response to comment 7,
label each column as "restated."  In the notes to the financial
statements describe the revision and provide the disclosures
required
by paragraph 36 of APB 20.  Also ask your auditors to consider the
requirement to include a reference to the restatement as indicated
in
AICPA Auditing Standards Section 561.06.

9. We note your response to comment 6.  Revise your accounting
policy
in Note 2 to your consolidated financial statements to disclose
your
accounting policy for cost- method investments.

10. In accordance with Rule 5-03(13) of Regulation S-X, state,
parenthetically or in a note, the amount of dividends received
from
equity affiliates.

11. 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.

TXU Communications Ventures Company Financial Statements, page F-
51

Note H.  Investments in Nonaffiliated Companies, page F-73
12. We note your response to comment 6.  Considering that you have
determined it is appropriate to account for TXUCV`s investment in
GTE
Mobilnet South Texas Limited Partnership as a cost-method
investment
in the financial statements of Consolidated Communications
Holdings,
tell us why you still believe the equity method to be the
appropriate
method of accounting for TXUCV`s interest in this company.

*  *  *  *

      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)
551-3363 or Terry French, Accountant Branch Chief, at (202) 551-
3828
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Albert Pappas, Staff
Attorney,
at (202) 551-3378 or me at (202) 551-3810 with any other
questions.

							Sincerely,

							Michele M. Anderson
							Legal Branch Chief

cc:	Alexander A. Gendzier, Esq.
	Fax:  212-556-2222
??

??

??

??

Steven L. Childers
Consolidated Communications Illinois Holdings, Inc.
May 6, 2005
Page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

</TEXT>
</DOCUMENT>