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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

  30 Rockefeller Plaza

  Member of the Firm

  New York, NY 10112

  Direct Dial: (973)
  643-5055

  Tel: 212-643-7000

  E-mail:
  mcrane@sillscummis.com

  Fax: 212-643-6550

September
8, 2005

VIA EDGAR, FACSIMILE AND

FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Nicholas P. Panos,
Esq.

  Re:

  Computer Horizons Corp.

  Preliminary Schedule 14A filed on August 24, 2005

  File No. 0-07282

Dear
Mr. Panos:

This letter sets forth the responses of Computer
Horizons Corp., a New York corporation (the “Company”), to the comments
received from the Staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) by letter dated September 6, 2005 concerning the Company’s Preliminary
Schedule 14A filed with the Commission on August 24, 2005 (the “Preliminary
Proxy Statement”).  We are authorized by
the Company to provide the responses contained in this letter on behalf of the
Company.

The responses in this letter correspond to the Staff’s
comments as set forth in its letter to the Company dated September 6, 2005.  Except as otherwise expressly indicated,
references in the text of the responses herein to captions and page numbers are
to the amendment no.1 to the preliminary proxy statement (the “Amended
Preliminary Proxy Statement”) that is being filed herewith.  For your convenience, we set forth each
comment from your comment letter in bold type-face and include the Company’s
response below it.

General

1.                                      We note that you
filed this preliminary proxy statement under the header tag PRE14A.  Be advised that all preliminary proxy
statements filed in connection with contested solicitations should be filed
under the header tag PREC14A.  Please
re-file this

preliminary
proxy statement under its proper header tag.

Response:  We
note the Staff’s comment and, concurrently herewith, we are re-filing the
Preliminary Proxy Statement under its proper header tag and have filed the
Amended Preliminary Proxy Statement under such tag as well.

2.                                      We
note that preliminary results indicate that your shareholders did not approve
the proposed share issuances and related matters associated with the Analysts
International merger.  In the event that
the merger was not approved, please revise your disclosure accordingly.  In this regard, your proxy should no longer
reflect circumstances both in the event that the proposed merger shall have
been approved and in the event that the proposed merger shall not have been
approved.  Also, describe management’s
current views of the status of the proposed merger with Analysts International.  Alternatively, if the merger was approved,
please revise your proxy statement accordingly.

Response:  We
advise the Staff supplementally that the final results of the voting on the
proposals concerning the Company’s proposed merger with Analysts International
Corporation (“Analysts”) indicate that a majority of the shares which voted on
the proposals voted against them and, as such, the merger will not be
consummated. We have revised the disclosure on page 3 of the Amended
Preliminary Proxy Statement to reflect this.
In addition, the Amended Preliminary Proxy Statement has been otherwise
revised throughout so that it no longer reflects alternative circumstances.

3.                                      We
note that the record date for the meeting to be held on September 22, 2005 is currently
set for September 12, 2005.  Please
provide us with a legal analysis with citations to your charter documents and
New York State Corporate Law of the legal adequacy of the time permitted
between the record date and the meeting date.

Response:  We
note the Staff’s comment and advise the Staff supplementally that, pursuant to
Section 3 of Article I of the Company’s by-laws, a shareholder requesting a
special meeting shall state the date, time and place of the meeting.  Section 15 of Article IV of the Company’s
by-laws provides that the board of directors may fix a record date, which date
shall not be more than fifty nor less than ten days before the date of such
meeting. This provision is consistent with Section 604 of the New York Business
Corporation Law which sets forth that the record date “shall not be more than
sixty nor less than ten days before the date of such meeting”.  In accordance with such provisions, the
Computer Horizons Full Value Committee (the “Full Value Committee”) requested a
special meeting and set the date therefor as September 22nd.  The board of directors, in furtherance of the
request, set the record date for the special meeting as September 12th,
the minimum ten day period before the special meeting.  This record date was selected in
consideration of the then-pending special meeting relating to the proposed
merger With Analysts

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which, had the proposal relating to the proposed
merger been approved, would have resulted in holders of Analysts common stock
owning 48% of the Company’s common stock.
With the intention of allowing the merger proposals vote results to be
tabulated and certified and the proposed merger consummated once approved, the
record date chosen was selected in order to allow new shareholders to vote with
respect to such a significant issue as removal of directors particularly when,
had the merger been consummated, the directors of the Company would have
included five individuals who had previously been directors of Analysts.  The Company believes that to do otherwise
would have been a disenfranchisement of such new shareholders.

4.                                      We
note statements made in your letter to shareholders filed on Form 425 on August
12, 2005, and in other filings indirectly linking Messrs. Scott and Braun to
conduct at Columbia/HCA.  Please provide
a factual foundation for your statements that Mr. Scott “was forced” out as CEO
for Columbia/HCA and the foundation for your indirect link between the civil
and criminal conduct of Columbia/HCA and Mr. Scott.  Further, provide support for your statement
that Mr. Braun “resigned in the wake of the scandal.”  See Note (b) to Rule 14a-9.  Please supplementally provide us with
additional documentation concerning the nature of the criminal and civil
charges against Columbia/HCA and provide a legal analysis for why the
statements discussed above are consistent with Note (b) to Rule 14a-9.

Response: We advise the Staff supplementally that the
factual foundation for the Company’s assertions arises from Columbia/HCA’s
agreement with the United States Department of Justice to plead guilty to
criminal charges and pay more than $840 million in criminal fines, civil
penalties and damages as a result of alleged unlawful billing practices which
took place, in whole or in part, while Messrs. Scott and Braun were executive
officers of Columbia/HCA.

In September 1996, a criminal investigation was launched against
Columbia/HCA by the United States Attorney General’s Office and the Federal
Bureau of Investigation, and on March 19, 1997, federal officials executed
search warrants on the company’s offices in El Paso, Texas.  In addition, numerous shareholder lawsuits,
including one filed on April 4, 1997, were launched against former Columbia/HCA
directors and/or executive officers, including Richard L. Scott, who at such
time was Chairman and Chief Executive Officer of Columbia/HCA, subsequent to
announcements of a federal investigation and possible criminal activity by
Columbia/HCA relative to - among other things - large-scale fraudulent billing
activities within the company.

On July 25, 1997, shortly after the raid by the FBI, Mr. Scott entered
into a separation agreement with Columbia/HCA whereby Mr. Scott resigned from
his position as Columbia/HCA’s Chairman and Chief Executive Officer.  Given the short time period between the FBI
raid and Mr. Scott’s resignation, it appears likely that Mr. Scott did not
leave the position of CEO by his own volition.
Later, in 1997, Mr. Braun resigned as the general counsel of
Columbia/HCA.

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Given that this was subsequent to the launch of the
criminal investigation, the Company believes it is fair to say that he resigned
in the wake of the scandal.  Also, we are
providing supplementally in paper form under separate cover a copy of the
complaint relating to the Columbia/HCA litigation.

5.                                      We
note disclosure in this proxy statement and in your Form 425s that the
Crescendo Group is motivated by short-term gains at the expense of the
long-term interests of the rest of our shareholders.  Please provide support for this statement.

Response:  We
note the Staff’s comment and advise the Staff supplementally that the factual
foundation for this statement arises from matters disclosed in the Full Value
Committee’s proxy materials and Statement on Schedule 13D, including the
disclosure that members of the Full Value Committee initially purchased the
Company’s common stock on May 31, 2005, after the announcement of the proposed
merger with Analysts. Additionally, the Full Value Committee’s proxy materials
include the following disclosure:

“If elected,  the Nominees will
cause Computer Horizons to retain an investment banking firm to assist in the
review of all available strategic alternatives to maximize shareholder value
including, but not limited to, selling the entire company by means of a merger,
tender offer or otherwise to the highest bidder, divesting or spinning-off all
the assets of the Company on a tax efficient basis or continuing to operate the
Company and divesting or spinning-off its non-core assets. If this
is not successful,  the
Nominees will seek to maximize the Company’s profitability by cutting
costs,  pursuing internal growth and/or
using its excess cash to repurchase its undervalued Shares.” [emphasis added].

In the Company’s view, these statements demonstrate a focus on
short-term actions that may lead to a quick gain in lieu of focusing on the
growth of the Company.  Further, a review
of publicly available information reveals past conduct of Crescendo Partners
and/or its affiliates which the Company believes constitutes motivation to seek
short-term gain but at the expense of the longer-term prospects of the
enterprise.  Selected instances of such
conduct include the following:

•                                          Spar
Aerospace Ltd: Beginning in January 1999, Crescendo Partners accumulated an
approximate 18% stake in Spar and formed a group that, on March 25, 1999,
sought a special meeting of Spar shareholders to remove all but 2 members of
Spar’s board, to elect 5 new directors (including Crescendo executives, Eric
Rosenfeld and Richard Martino) and to pay a special cash dividend to Spar
shareholders.  At the special meeting of
Spar shareholders, Mr. Rosenfeld was elected Chairman of the Spar board and the
newly constituted Spar board approved a CDN$50M cash dividend which was paid on
June 9, 1999.

•                                          Call Net
Enterprises Inc.: In late 1999, subsequent to acquiring a 9.6% interest in Call
Net and as a result of calling a special meeting seeking to remove six
directors of the nine

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person Call Net board, Eric Rosenfeld, an executive of
Crescendo Partners, and another nominee were appointed to the board of
directors of Call Net.  In addition, two
Call Net board members resigned and two new independent members were
elected.  The reconstituted board agreed
to hire an investment banker and seek alternatives to obtain higher shareholder
value.  However, in April 2000, Call-Net
stopped seeking to sell the entire company, apparently due to the lack of
interest from prospective purchasers.  In
May 2000, Mr. Rosenfeld announced he would not seek re-nomination to the
Call-Net board.

6.                                      Support
for each statement or assertion of opinion or belief must be self-evident,
disclosed in the proxy materials, or provided to the staff on a supplemental
basis.  For example, we note that you
disclose throughout your proxy statement that “the dissident shareholder group’s
proposals are not in the best interest of all of CHC’s shareholders but,
instead, were made in furtherance of the dissident’s shareholder group’s own
interest to take control of your company without giving you, the CHC
shareholders, any immediate value in return.”
Explain the basis for your belief that the Full Value Committee’s
proposal was made for its “own interest.”
You further disclose that “the dissident shareholders group’s proxy
material and public statements show a lack of understanding of [y]our business
and industry, as well as a lack of vision about the future of CHC and the
company’s greater potential.”  Revise to
support your statement by explaining the basis for the belief the Full Value
Committee shows a lack of understanding of your business and a lack of
vision.  State why the Full Value Committee,
in your view, does not consider the company’s greater potential.

Response:  We note the Staff’s
comment and advise the Staff supplementally as follows:

•                                          As to the statement that “the dissident
shareholder group’s proposals are not in the best interest of all of CHC’s
shareholders but, instead were made in furtherance of the dissident shareholder
group’s own interest to take control of your company without giving you, the
CHC shareholders, any immediate value in return”, we advise the Staff that reference
to the Full Value Committee’s own proxy materials reveals a lack of any
reference to immediate payment or premium to the Company’s shareholders for
control of the Company by virtue of removing the current board and replacing
them with the Full Value Committee’s own slate.
Further, the Company’s opinion in this regard is based, in part, upon
the Full Value Committee’s short tenure as a shareholder (as indicated in its
disclosures in its Statement on Schedule 13D and in its proxy materials), which
limit its ability to have a full understanding of the interests of all of the
shareholders. We also direct the Staff to the response to Comment 5 above which
indicates two instances in which Crescendo Partners and/or its affiliates has
undertaken takeover attempts of other companies apparently with short-term
objectives demonstrating that they have engaged in a pattern of taking control
of companies with short-term gains such as dividends or sales as their
objective.

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•                                          As to the statement that “the dissident
shareholder group’s proxy materials and public statements show a lack of
understanding of your business and industry, as well as a lack of vision about
the future of CHC and the Company’s greater potential”, we advise the Staff
supplementally that the Company believes its board has an understanding of the
information technology industry which has been demonstrated by its strategic
investment decisions to acquire RGII and AIM and proposed acquisition of Analysts.  In contrast, the Full Value Committee’s basis
for removal of the Company’s directors does not illustrate any understanding of
the Company’s industry or any vision.
The Full Value Committee criticizes the price proposed to be paid for
Analysts in connection with the proposed merger; the Company’s share price
performance and October 2004 accounting error have been disappointing; and
management’s lack of significant actual ownership of shares. The Full Value
Committee has not addressed the ongoing consolidation of the IT industry,
candidly admitting in its proxy in opposition to the proposed merger that it
had not retained an i