SecProbe.io

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Mail Stop 4-7

      May 25, 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. 4 to Registration Statement on Form S-1
		Filed May 16, 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.
We welcome any questions you may have about our comments or on any
other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Dividend Policy and Restrictions, page 34

1. We note that your estimated capital expenditures during the
year
following the closing of this offering as presented on page 37 are
less than actual amounts incurred during the year ended December
31,
2004 and the twelve months ended March 31, 2005.  You should
revise
to address the fact that, if your capital expenditures in the next
year are equal to or greater than the actual amounts incurred
during
the year ended December 31, 2004, and the twelve months ended
March
31, 2005, your Estimated Minimum Bank EBITDA would have to be
commensurately greater in order to pay dividends at the expected
level.

2. We note that the historical estimated cash available to pay
dividends as presented on page 38 would not have been sufficient
to
pay dividends according to your dividend policy.  Although you
address the reasons why cash available to pay dividends would not
have been sufficient for the year ended December 31, 2004 and the
twelve months ended March 31, 2005, based on historical EBITDA
(not
contemplating any pro forma adjustments as presented on page 37)
on
page 36, you have not addressed the reasons why you would not have
been able to pay full cash dividends according to your dividend
policy based on pro forma Bank EBITDA.

Considering your assertion that pro forma Bank EBITDA closely
reflects your ability to generate cash available to pay dividends
following the offering, as opposed to historical EBITDA, clearly
present the amount of the deficiency in estimated cash available
to
pay dividends according to your dividend policy for the year ended
December 31, 2004 and quantify the amount of the reduction in per
share dividends that would have been necessary.  You should also
explain in sufficient detail why you believe that you will be able
to
pay the intended dividends during the year following the offering,
even though historical amounts for the year ended December 31,
2004
would indicate otherwise.

3. In light of your new disclosure on page 38 that the estimated
cash
available to pay dividends would not have been sufficient to pay
dividends for the year ended December 31, 2004, based on pro forma
Bank EBITDA, please revise your summary reference to the dividend
policy on page 5 and the risk factor on page 13 to reflect this
fact.

4. Footnote (2) on page 38 states that the tables above do not
reflect any repayment of principal on any debt because your
amended
and restated credit agreement and the indenture will not require
any
amortization prior to the applicable maturity dates.  Your
discussion
of your assumptions and considerations on page 42 should highlight
those important facts, as well as specifically state your implied
assumption that those liabilities will be refinanced when due;
otherwise, cash available to pay dividends will be reduced.

5. We note in the second full paragraph on page 43 that you intend
to
retain sufficient cash after the payment of dividends to permit
the
pursuit of growth opportunities that do no require material
capital
investments.  However, your previous tables of Estimated Cash
Available to Pay Dividends Based on Estimated Minimum Bank EBITDA
and
Pro Forma Bank EBITDA and Estimated Cash Available to Pay
Dividends
reflects no provision for cash reserves.  You should either
provide
for estimated cash reserves in these tables or include a footnote
that indicates why you have not done so.

6. In your discussion of State Regulatory Requirements on page 45,
you list several conditions that the ICC imposed on ICTC with
respect
to the payment of dividends.  Specifically address whether you
expect
to meet the various conditions to allow ICTC to pay dividends to
you
if you achieve the Estimated Cash Available to Pay Dividends Based
on
the Estimated Minimum Bank EBITDA previously presented.

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

7. We note your response to comment 2.  Please revise footnotes 18
and 19 to disclose that the partnership income, dividend income
and
partnership distributions presented in these adjustments include
the
results of TXUCV as if they had been acquired on January 1, 2004.

Financial Statements

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

8. We note the response to comment 12, and we refer to the
decision
made by TXUCV`s management to account for their 2.34% investment
in
GTE Mobilnet of South Texas under the equity method.  In EITF
Topic
D-46 "Accounting for Limited Partnership Investments," guidance is
provided that the use of the equity method is required unless the
investor`s interest "is so minor that the limited partner may have
virtually no influence over partnership operating and financial
policies", and goes on to state that "practice generally has
viewed
investments of more than 3 to 5 percent to be more than minor."

We recognize that the determination as to whether TXUCV`s interest
in
GTE Mobilnet of South Texas gave them sufficient influence such
that
the application of the equity method was appropriate is one that
required significant judgment by TXUCV`s management, and relied
heavily upon the facts and circumstances in existence at each of
the
respective financial reporting periods.  We continue to question
whether TXUCV`s 2.34% investment in GTE Mobilnet of South Texas
gave
them sufficient influence such that the equity method was
appropriate
for each financial reporting period.  However, in light of the
significant level of management judgment required and in light of
the
periods under review, we must rely upon management`s
determination,
as these individuals were in possession of all of the facts in
existence at the time these determinations were made.  We further
note the concurrence of TXUCV`s auditors with management`s
determinations as to the appropriateness of the use of the equity
method for GTE Mobilnet of South Texas.

With respect to the 2.34% investment in GTE Mobilnet of South
Texas,
revise to provide the following disclosures:
* State that the partnership income recognized for this investment
during the period it was owned by TXUCV will not continue in the
future;
* Quantify the amount of income included in the pro formas related
to
GTE Mobilnet of South Texas;
* Explain why there has been a change in accounting for the
investment in GTE Mobilnet of South Texas;
* Explain what will be recognized by Consolidated Communications
Illinois Holdings related to GTE Mobilnet of South Texas (i.e.,
income will be generated to the extent there are cash
distributions,
and then only to the extent these distributions are not deemed to
represent a return of capital); and
* Any other disclosures necessary to explain to a reader the
impact
of the change in accounting for GTE Mobilnet of South Texas.

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

Consolidated Balance Sheet, page F-4

9. We note your response to comment 8.  It does not appear that
you
have labeled your Balance Sheet as "restated" to reflect the
change
in the purchase price allocation of TXUCV.  Please revise
accordingly.

*  *  *  *

      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
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Steven L. Childers
Consolidated Communications Illinois Holdings, Inc.
May 25, 2005
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