SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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September 9, 2005
Room 4561

Michael C. Caulfield
General Counsel
Computer Horizons Corp.
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey 07046-1495

Re:  	Computer Horizons Corp.
	Revised Preliminary Schedule 14A filed on September 9th, 2005
	File No. 0-07282

Dear Mr. Caulfield:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.

General
1. Please provide the "Tandy" representations requested in the
fifth
to last paragraph of our letter dated September 6, 2005.  The
representations we requested in our letter dated September 6, 2005
should not be modified.  Please submit a response that produces
the
full representations requested in our prior comment letter.
We have reviewed your response to prior comments 4 and 5 of our
letter dated September 6, 2005, and cannot agree with your
conclusions.  Computer Horizons does not provide specific factual
foundations that support use of the term "forced out," and
similarly
provides inadequate objective proof that the Crescendo Group is
motivated by short-term gains at the expense of security holders.
It appears that Computer Horizons instead draws an inference from
the
timing of Mr. Scott`s departure and speculates that past business
practices are representative of the Crescendo Group`s current
intentions.  Please confirm that future communications made by
Computer Horizons will not enlist the terms "forced out" or imply
that the Crescendo Group is prepared to sacrifice long term
interests
to maximize self-interested short term gains.   ```````````````2.

Change of Control Provisions, page 17
3. Please revise to concisely define the term "good reason" as
defined in the employment agreements.

 Compensation Committee Report, page 22
4. We refer you to comment 20 of our letter dated June 6, 2005,
please:
* Supplementally provide a copy of the report prepared by your
compensation consultant.   Please expand the report to describe
who
selected the comparative group of 10 companies, how they were
selected and describe in greater detail the relationship between
that
group and the peer group contained in your performance graph.
Further, please advise what specific parameters of performance
were
compared by the compensation consultant and the board with regards
to
compensation determinations.  State whether and how the
performance
of the comparative group was considered relative to the
performance
of the company.
* Revise your discussion of performance-based compensation to
disclose with specificity the factors that might have been
considered
by the board to determine to issue performance-based compensation.
In qualitative terms, what there the "financial and operational
goals" evaluated in 2004 for the purpose of determining whether
bonuses would be paid.  Please also identify which goals were not
achieved.
* Revise your committee report to expand on supplemental
disclosure
concerning the factors used to determine the salaries of Messrs.
Shea
and Murphy.  While we note the officers were promoted from within
and
no performance metrics were utilized to determine their salaries
please advise what other factors were used to determine the
salaries
and benefits obtained through their promotions.
* Revise to provide greater specificity on the "challenges faced
by
CHC in 2004" and their effect on Mr. Murphy`s compensation.
* Please provide an overview of the potential bonus programs in
2004.
For example, were target bonus amounts established that would have
been paid if the performances goals were achieved, and if so, how
did
these targets compare to the salary levels in qualitative terms.

`
``````````* * * * *

      If you have any questions, please call Adam Halper, at (202)
551-3482.  If you require additional assistance you may contact
Jeffrey Werbitt at (202) 551-3456, me, at (202) 551-3266, Mark
Shuman, Branch Chief-Legal at, (202) 551-3462 or in his absence
Barbara C. Jacobs, Assistant Director at, (202) 551-3730.

							Nicholas P. Panos

Special Counsel
							Office of Mergers &
Acquisitions

cc:	Via Facsimile
      Michelle Vaillant, Esq.
      Sills Cummis Epstein & Gross P.C.
      One Riverfront Plaza
      Newark, New Jersey 07102
	Phone: (973) 643-7000
	Fax:     (973) 643-4755
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Michael C. Caulfield
Computer Horizons Corp.
September 9, 2005
Page 3

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