Room 4561

	May 16, 2006

Mr. Edouard A. Garneau
President and Chief Executive Officer
Cardinal Communications, Inc.
390 Interlocken Crescent, Suite 900
Broomfield, Colorado 80021

Re:	Cardinal Communications, Inc.
	Preliminary Proxy Statement on Schedule 14A filed May 2, 2006
	File No. 1-15383

Dear Mr. Garneau:

      This is to advise you that we have limited our review of the
above filing to the matters addressed in the comments below.
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 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.

Preliminary Proxy Statement on Schedule 14A

1. We note that you currently have outstanding and unresolved
comments
with respect to your Form 10-K for the year ended December 31,
2005.

Executive Compensation, page 19

2. It does not appear that you have provided all the necessary
disclosure pursuant to Item 8 of Schedule 14A and Item 402 of
Regulation S-K.  In particular, we note your disclosure on page 21
that a significant number of shares have been awarded under your
2005
plan.  Accordingly, disclosure pursuant to Items 402(c) and (d)
would
be required with respect to any options granted to your named
executive officers.

Proposal 3, page 25

3. We note that a reverse stock split would result in the
increased
availability of authorized shares for your use.  Please disclose
whether you presently have any plans, proposals or arrangements to
issue any of the newly available authorized shares for any
purpose,
including future acquisitions and/or financings.  If so, please
disclose by including materially complete descriptions of the
future
acquisitions and financing transactions.  If not, please state
that
you have no such plans, proposals, or arrangements, written or
otherwise, at this time to issue any of the additional authorized
shares.

4. Please provide an illustrative chart indicating the impact of
the
proposed reverse stock split ratios on the number of shares
currently
outstanding, reserved for issuance and available for issuance.
Please
also disclose the market price of your common stock as of a recent
date.

5. In light of the increase in available capital as a result of a
possible reverse stock split, please refer to Release No. 34-15230
and
discuss the possible anti-takeover effects of the increase in
available capital.  Please also discuss other anti-takeover
mechanisms
that may be present in your governing documents or otherwise and
whether there are any plans or proposals to adopt other provisions
or
enter into other arrangements that may have material anti-takeover
consequences.  Inform holders that management might use the
additional
shares to resist or frustrate a third-party transaction providing
an
above-market premium that is favored by a majority of the
independent
stockholders.

Proposal 4, page 27

6. Please provide an illustrative chart indicating the impact of
the
proposed forward stock split on the number of shares currently
outstanding, reserved for issuance and available for issuance.
Please
also disclose whether you currently have sufficient authorized
shares
to effectuate the forward stock split.


*              *              *              *


      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 amendments and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings includes all information required under the Exchange Act
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they 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 connection with our review of your
filing or
in response to our comments on your filing.

      You may contact Daniel Lee at (202) 551-3477, or Anne
Nguyen,
Special Counsel, at (202) 551-3611, with any questions.  If you
need
further assistance, you may contact me at (202) 551-3462.

	Sincerely,


	Barbara C. Jacobs
	Assistant Director


Mr. Edouard A. Garneau
Cardinal Communications, Inc.
May 16, 2006
Page 1