SecProbe.io

CORRESP
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  Sills Cummis Epstein & Gross

  A PROFESSIONAL CORPORATION

  The Legal Center

  One Riverfront Plaza

  Newark, New Jersey 07102-5400

  Tel: 973-643-7000

  Fax: 973-643-6500

  Robert
  Crane

  Member
  of the Firm

  Direct
  Dial: (973) 643-5055

  E-mail:
  mcrane@sillscummis.com

  30 Rockefeller Plaza

  New York, NY 10112

  Tel: 212-643-7000

  Fax: 212-643-6550

August 24, 2005

VIA
FACSIMILE

Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Attention:

  Barbara C. Jacobs

  Mark P.
  Shuman

  Perry Hindin

  Adam Halper

  Re:

  Computer
  Horizons Corp.

  Preliminary
  Proxy Statement of Crescendo Partners II L.P., Series R

  Filed:  August 19, 2005

  File
  No.:   000-07282

  Schedule
  13D of Crescendo Partners II L.P., Series R

  Filed:  July 22, 2005

Dear Sirs and Madam:

This letter sets forth
the comments of Computer Horizons Corp., a New York corporation (“CHC”), to the
Preliminary Proxy Statement of Crescendo Partners II L.P., Series R and others
(collectively, “Crescendo”) filed with the Securities and Exchange Commission
(the “Commission”) on August 19, 2005 (the “Preliminary Proxy Statement”) and
the Schedule 13D filed by Crescendo with the Commission on July 22, 2005, as
subsequently amended (the “Schedule 13D”).
We have been authorized by the Company to provide the comments contained
in this letter on behalf of the Company.
Unless otherwise noted, references in the text of the comments herein to
page numbers are to the version of the Preliminary Proxy Statement filed via
EDGAR by Crescendo.

•                  The
Preliminary Proxy Statement contains numerous statements that CHC believes are
false and misleading.  In addition, the
Preliminary Proxy Statement fails to mention that the composition of CHC’s
Board may change significantly before the date of the special

meeting requested by
Crescendo for the purpose of removing all of CHC’s directors.  If the proposed merger with Analysts
International Corporation (the “Merger”) is approved, then CHC’s Board would be
comprised of five of CHC’s incumbent directors, plus five directors nominated
by Analysts.  This would occur before the
special meeting requested by Crescendo.
The Preliminary Proxy Statement is misleading because it fails to state
that a vote to remove “all existing” CHC directors would be a vote to remove a
reconfigured Board in the event the Merger is approved.  Crescendo needs to disclose this
possibility.  Crescendo also needs to
disclose whether and why it would seek to remove a newly configured Board of
Directors which would add five new Analysts’ nominated directors and remove two
of the current Computer Horizons directors if the Merger has been
approved.  The entire basis of Crescendo’s
argument for Proposal No. 1 is essentially an attack on CHC’s current
directors, and the Preliminary Proxy Statement fails to address the
qualifications of the Analysts nominees who would become members of CHC’s board
in the event the Merger is approved.
Crescendo’s failure to recognize these facts and this possibility
renders the Preliminary Proxy Statement false and misleading pursuant to

Rule 14a-9.

•                  Cover
Page.  We note that Crescendo Investments
II, LLC and Richard L. Scott Investments, LLC joined the Crescendo group on
August 18, 2005.  We believe the
Commission should inquire as to why these entities were not included as part of
the group on July 22, 2005 and in the Schedule 13D filed on the same date.

•                  Page
2.  Crescendo states that “the members of the Computer Horizons Full Value Committee … are
significant shareholders of Computer Horizons .…” This is misleading
since only Crescendo Partners II, L.P., Series R has shareholdings of any
magnitude.  In fact, only four of the
thirteen members of the Crescendo group hold any shares of CHC common stock at
all.

•                  Page
2.  Crescendo has stated that the date of
the special meeting is September 21, 2005.
In fact, based upon the receipt of Crescendo’s special meeting request,
September 22, 2005 is the date of the special meeting requested by
Crescendo.  The Preliminary Proxy
Statement should be updated to reflect the correct date.

•                  Page
5.
Crescendo states that “To our knowledge, although
five business days have passed, no record date has been set.”  In fact, CHC’s board did meet during such
five business day period and set a record in date in accordance with its
by-laws.  The Preliminary Proxy Statement
should be updated accordingly.

•                  Page
5.  Crescendo states that “Computer Horizons did not respond directly to the Committee
acknowledging that this second demand was accepted.”  This an incorrect statement.  In fact, CHC acknowledged in its letter dated
August 12, 2005, that

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Crescendo’s second request to call the special meeting was valid.  The disclosure in the Preliminary Proxy
Statement should be corrected accordingly.

•                  Page
5.  Crescendo states that “Although the requests in Computer Horizons’ August 12, 2005 letter to
the Committee were not based upon any legal basis or support, the Committee, in
the interest of proceeding forward, agreed to provide Computer Horizons with
information regarding each nominee, all of which information is contained
herein.”  This is a misleading
statement.  In fact, CHC never received
the information it requested and only become aware of the Crescendo nominees
upon the filing of the Preliminary Proxy Statement, regarding Crescendo’s
director nominees.  In addition,
Crescendo failed to disclose in the Preliminary Proxy Statement that it
rejected CHC’s request for Crescendo to acknowledge certain indemnity
obligations relating to its request for a special meeting of shareholders.

•                  Pages
6 and 8.  Crescendo states in the
Preliminary Proxy Statement that “we believe the lack of
significant actual ownership of Shares by management may contribute to
management’s lack of commitment to improving Computer Horizons’ financial and
Share performance.” This statement seems to imply that Crescendo
intends to replace management as well as the directors.  We believe that Crescendo should be required
to state as much and disclose its plans for CHC’s management.  If it is indeed Crescendo’s intention to
remove CHC’s management if its slate of directors is installed, the risks to
CHC’s shareholders should be disclosed.
On the other hand, if Crescendo does intend to keep current management
in place, this lack of share ownership will not be remedied by replacing the
CHC board.  Crescendo should also
disclose that none of the directors they have nominated own any shares of CHC
common stock (except, perhaps, for Eric Rosenfeld).  Failure to do so would be false and
misleading under Rule 14a-9.  In
addition, to the extent he owns any shares of CHC common stock individually,
Mr. Rosenfeld should disclose the number of shares of CHC common stock he, as opposed
to Crescendo, beneficially owns.
Currently, neither CHC nor its shareholders have the information to
determine whether Mr. Rosenfeld owns any shares.

•                  Page
6.  Crescendo goes on to state: “Accordingly, regardless of whether or not the proposed Merger is
approved by the shareholders, we believe the existing directors serving on the
Computer Horizons Board should be removed and replaced with the Committee’s
slate of Nominees.”  This
sentence should be removed because it does not follow from the previous
sentence set forth above which talks about management.  Alternatively, the sentence should be moved
and Proposal No. 1 should be revised to make it clear whether the reference to “existing
directors” is intended to include Analysts’ director nominees in the event the
Merger is approved.  Furthermore, as
stated above, Crescendo should be required to disclose that none of their
director nominees (except, perhaps, for Eric Rosenfeld) own any shares of CHC
common stock.

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•                  Page
7.  Crescendo states that the costs of
the Merger are excessive.  However, if
such disclosure relating to the costs of the Merger is to remain in the
Preliminary Proxy Statement relating to the removal of directors, it also is
deficient because Crescendo fails to disclose that if its slate of directors is
approved, that will cause a change in control under a number of agreements to
which CHC is a party.  As a result, CHC
would have to make payments to 16 employees of up to $14.12 million.  In addition, $9.36 million will be payable to
former Analysts employees (assuming the Merger has occurred) under Analysts
change in control agreements.  These
amounts (totaling $23.48 million) would not otherwise be payable to such
employees if the directors are not removed.
We believe this should be disclosed to CHC's shareholders.

•                  Page
8.  Crescendo goes into great detail
regarding CHC’s financial performance between 2000 and 2004 and its previously
disclosed accounting error.  However,
Crescendo does not ever mention that during most of that period, CHC’s chairman
and CEO was John Cassese and not CHC’s current CEO, Bill Murphy, and Chairman,
Earl Mason.  In addition, the disclosure
is inaccurate because during that period, a majority of CHC’s board has been
replaced.  CHC also believes that it is
misleading to recite CHC’s financial performance without giving any points of
reference.

•                  Page
8.  Under the heading “DISMAL SHARE PERFORMANCE”, Crescendo states that an
investment in CHC would have lost 76% of its value.  CHC believes that a point of reference needs
to be given to make this statement meaningful and not misleading.  Crescendo’s starting point was the dot com
bubble when not only CHC, but thousands of other companies experienced a steep
decline in their stock price.

•                  Page
8.  Crescendo should state that it is not
in the same category as longtime holders who may have lost significant value
over the past several years.  In this
regard, Crescendo should state the extent of the increase or decrease in value
it has experienced as a shareholder and should state that many of the members
of the Crescendo group acquired their shares after the announcement of the
Merger.

•                  Page
11.  The dates of Mr. Meyer’s term as a
director of CHC are incorrect.  This
disclosure should be corrected.

•                  Page
12.  Crescendo states that “[t]he Nominees will not receive any compensation from [Crescendo] for
their services as directors of Computer Horizons.”  Crescendo should disclose whether its
director nominees have received, or will receive, compensation for their
agreement to stand for election, or whether any member of Crescendo (or an
affiliate thereof) has agreed to compensate the Crescendo director nominees.

•                  Page
13.  Crescendo states that “[a]dditional nominations made pursuant to the preceding sentence are
without prejudice to the position of the Committee that any

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attempt to increase the size of
the current Computer Horizons Board or to classify the Computer Horizons Board
constitutes an unlawful manipulation of Computer Horizons’ corporate machinery.”  This
is a false statement.  We believe board
actions such as this would be legal and in accordance with New York’s Business
Corporation Law and CHC’s by-laws.

•                  Page
17 and 18.  Crescendo states that “The
entire expense of soliciting proxies is being borne by[Crescendo] .…”  However, on page 18, Crescendo states that “[Crescendo]
intends to seek reimbursement from Computer Horizons of all expenses it incurs
in connection with the Solicitations.”
The disclosure on page 17 should be clarified to explain this
inconsistency.

We hope this
assists you in your evaluation process.
Please do not hesitate to contact me if you have any questions.

  Very truly
  yours,

  /s/Robert
  Max Crane

  Robert Max
  Crane

  cc:

  William J.
  Murphy

  Michael C.
  Caulfield, Esq.

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