September 14, 2006

Via Facsimile (202.295.8478) and U.S. Mail

Andrew M. Ray, Esq.
Bingham McCutchen LLP.
2020 K Street, N.W.
Washington, DC 20006

      Re:	Inter-Tel, Inc.
		Preliminary Proxy Statement on Schedule 14A
		Filed September 1, 2006
		Soliciting Material Filed Pursuant to Section 14a-12
      	Filed August 28, 2006
      	File No. 0-10211

Dear Mr. Ray:

      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 a 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 or may not raise
additional comments.

	Please understand that the purpose of our review process is
to assist you in your compliance with the 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.

Schedule 14A

1. The disclosure on page 6 presupposes that the board will follow
the proposal if approved by the stockholders even though it is
precatory.  Please clarify if this is the board`s intent.
Further, while we note the fourth bullet point highlights a "30-day sale
process," it is unclear whether the board or special committee
would be required to follow this "demand."  Again, please clarify.
Finally expand the third bullet to provide additional support for
assertion that the adoption of the proposal will result in a reduction of
the "perceived value" of the company.  It is unclear what the
"perceived value" is.

2. We note that the special committee is pursuing a strategic
review process and has engaged UBS Investment Bank in this regard.
Please describe in more detail the terms of engagement.  Further, to the
extent that the special committee has any limitations on its
authority to review strategic options, please describe.

3. What consideration was given to whether proxy statement should
summarize the analyses supporting Houlihan Lokey`s opinion?

Voting of Proxies, page 18

4. The second paragraph indicates that the company will vote
proxies in favor of adjournment.  Please note our position that the
company may not use discretionary authority to adjourn the meeting in
order to solicit additional votes.  Accordingly, to the extent the
company intends to vote proxies to adjourn in order to solicit additional
votes, it must include a separate proposal on its proxy.

Solicitation of Proxies, page 18

5. Expand to provide all information required by Item 4(b),
including the total amount estimated to be spent on the solicitation and
total expenditures to date.

Appendix B

6. Please revise the opinion or the disclosure in the proxy
statement to clarify that Houlihan Lokey has consented to the use of the
opinion and the references to Houlihan Lokey in the document.

Closing Comments

      Please amend the preliminary proxy statement in response to
these comments.  Clearly and precisely mark the changes to the
preliminary proxy statement effected by the amendment, as required
by Rule 14a-6(h) and Rule 310 of Regulation S-T.  We may have further
comments upon receipt of your amendment; therefore, please allow
adequate time after the filing of the amendment for further staff
review.

      You should furnish a response letter with the amendment
keying your responses to our comment letter and providing any
supplemental information we have requested.  You should transmit the letter
via EDGAR under the label "CORRESP."  In the event that you believe
that compliance with any of the above comments is inappropriate,
provide a basis for such belief to the staff in the response letter.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since you are in possession of all facts
relating to the company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures you have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3636 or, in
may absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.

               				Very truly yours,



                 	          		Ade K. Heyliger
						Attorney-Advisor
						Office of Mergers and Acquisitions

Andrew M. Ray, Esq.
Bingham McCutchen LLP.