SecProbe.io

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Mail Stop 4561

September 29, 2005

Nina Piper
Chief Financial Officer
Life Partners Holdings, Inc.
204 Woodhew
Waco, Texas 76712

RE:	Life Partners Holdings, Inc.
Form 10-KSB for Fiscal Year Ended February 28, 2005
Filed May 27, 2005
File No. 0-7900

Dear Ms. Piper,

	We have reviewed your filing, limiting our review to the
issues
addressed in our comments.   Where indicated, we think you should
revise your document in response to these comments in future
filings.
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 information so we may better
understand your disclosure.  After reviewing this information, we
may
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.

Financial Statements

Note (2) Summary of Significant Accounting Policies

Premium Advances, page 29

1. We note that you fully reserve policy advances as you make
them.
Please tell us how you determined that you are not required to
record
a liability for future premium payments given that you have a
practice of consistently advancing premiums and receive repayments
for only a part of the advanced amounts. Refer to SFAS 5.

Revenue Recognition, page 29

2. Please tell us and revise future filings to describe your
revenue
recognition policy for each of viatical and life settlements.  In
each instance, indicate how you met the criteria outlined in SAB
101
for revenue recognition. We note that you recognize revenue at the
time a settlement is closed as opposed to when you receive payment
from a purchaser.

3. Please tell us how you considered the guidance in EITF 00-21 in
recognizing revenues from your services related to facilitating
viatical or life settlements and the ongoing monitoring services
provided subsequent to settlement.  It appears that these are
separate deliverables.

4. Please tell us and disclose in future filings the following:

* whether $100 per settlement is deferred for both viatical and
life
settlements. We note that the insured in the two categories have
different life expectancies;

* how you determine the deferred amount and deferral period; and

* your method of amortization.

Artifacts and Other, page 30

5. Please tell us how you determine the fair value of your
artifacts
and how you concluded that they were not impaired as of February
28,
2005.

Note (7) Income Taxes, page 33

6. We note that you designate non-deductible IRS interest as a
component of your deferred tax asset. Please tell us how you
determined this to be a deferred tax asset arising from a
temporary
difference considering the guidance in SFAS 109.

Note (8) Shareholders` Equity, Stock Transactions and Commons
Stock
Options, page 33

7. Please tell us how you accounted for the purchase of 144,891
shares of your common stock for $632,723 during the year ended
February 29, 2004 and how the transaction is disclosed in the
statement of shareholders` equity and statement of cash flows.

8. We note that you issued options to purchase 250,000 shares of
your
common stock to non-employees during fiscal year 2005 and that you
accounted for the transactions using APB 25 and recognized
compensation expense of $75,000.  Please tell us how determined
that
you were not required to record these transactions at fair value
considering the guidance in paragraph 8 of SFAS 123.

Note (10) Contingencies, page 36

9. Please clarify the nature of the unforeseeable reduction in
face
value and explain how this caused the insurance companies to deny
payments to contract holders.

10. Please tell us how you determined the amount accrued for
future
claims that might arise on the denied policies and explain how you
determined there were no other potential claims considering the
guidance in SFAS 5.

	As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments, indicates your intent to include the requested revisions
in
future filings and provides any requested information.  Please
file
your letter on EDGAR. Please understand that we may have
additional
comments after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed 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 our review of your filing or in
response to our comments on your filing.

	You may contact Michael Volley, Staff Accountant, at (202)
551-
3437 or me at (202) 551-3423 if you have questions regarding our
comments.

Sincerely,

Amit Pande
Assistant Chief Accountant

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Nina Piper
Life Partners Holdings, Inc.
September 29, 2005
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