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

  Michele
  F. Vaillant

  Of
  Counsel

  Direct
  Dial:  (973) 643-5093

  E-mail:
  mvaillant@sillscummis.com

  30
  Rockefeller Plaza

  New York, NY 10112

  Tel: 212-643-7000

  Fax: 212-643-6550

September 12, 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.

  Revised Preliminary Schedule 14A filed on August 24, 2005, as amended by

  Amendment No.1 filed on September 8

  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 9, 2005
concerning the Company’s Preliminary Schedule 14A filed with the Commission on
August 24, 2005 as previously amended by Amendment No. 1 filed with the
Commission on September 8, 2005 (collectively, 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 9, 2005.  Except as
otherwise expressly indicated, references in the text of the responses herein
to captions and page numbers are to the amendment no.2 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.                                       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.

Response:  We note the Staff’s comment and have complied
by submitting, via EDGAR, the “Tandy” letters of all participants in the
solicitation.

 2.                                   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.

Response:  We
note the Staff’s comment and advise the Staff supplementally that the Company
does not agree with the Staff’s view and believes that the inferences drawn are
reasonable.  That said, we are authorized
to advise the Staff, on behalf of the Company, that the Company appreciates the
Staff’s position and confirms that future communications made by it will not
employ such terms as “forced out” or imply that the Crescendo Group is prepared
to sacrifice long-term interests to maximize self-interested short-term gains.

Change of Control Provisions, page 17

3.                                      Please revise to concisely define
the term “good reason” as defined in the employment agreements.

Response:  We note the Staff’s comment and have provided supplemental disclosure
on page 17 of the Preliminary Proxy Statement.

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

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comparative group of 10 companies, how they were selected and described
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.

Response:  We note the Staff’s comment and advise the Staff that the report of the
Company’s compensation consultant, Hewitt Associates, is being submitted supplementally
via EDGAR and in hard copy via Federal Express.
As for the remainder of the comment, we have expanded the disclosure on
pages 22 and 23 in response to the comment.

•                                          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
were 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.

Response:  We note the Staff’s comment and have revised the disclosure on pages 22
and 23 to provide greater specificity as to the factors used in determining
performance-based compensation, what goals were evaluated in 2004 and which of
those 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.

Response:  We note the Staff’s comment and have provided expanded disclosure on
page 23 regarding the factors used in determining the salaries and benefits of
Messrs. Murphy and Shea.

•                                          Revise to provide greater
specificity on the “challenges faced by CHC in 2004” and their effect on Mr.
Murphy’s compensation.

Response:  We
note the Staff’s comment and have revised the disclosure on page 23 to provide
greater specificity.

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•                                          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.

Response:  We note the Staff’s comment and have expanded the disclosure on page 23
to include an overview of the potential bonus programs in 2004.

We
believe that the foregoing and the revisions contained in Amended Preliminary
Proxy Statement address each of the Staff’s concerns as indicated in its
Comment Letter. The Tandy representation statements as well as supplemental
information provided with our comment response letter of September 8, 2005 are
also submitted herewith.  Please do not
hesitate to contact me at 973-643-5093 or Robert Crane at 973-643-5055 should
you have any questions or comments regarding the foregoing.

  Very truly yours,

  /s/Michele F. Vaillant

  Michele F. Vaillant

  cc:

  William J.
  Murphy

  Michael C.
  Caulfield, Esq.

  Michael Shea

  Computer Horizons Corp.

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