SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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Mail Stop 4561

December 9, 2005

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

RE:	Life Partners Holdings, Inc.
Form 10-KSB for Fiscal Year Ended February 28, 2005
Form 10-QSB for the Quarterly Period Ended August 31, 2005
File No. 0-07900

Dear Ms. Piper,

	We have reviewed your letter filed on November 4, 2005 and
the
above referenced filings, limiting our review to the issues
addressed
in our comments.   Where indicated, we think you should revise
your
documents in response to these comments in future filings.  In
your
response, please indicate your intent to include the requested
revision in future filings and provide us with your proposed
disclosures.  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.

	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.

Form 10-KSB for the Fiscal Year Ended February 28, 2005

Note (2) Summary of Significant Accounting Policies

Premium Advances, page 29

1. Refer to prior comment 1 from our letter dated September 29,
2005.
Please revise to disclose where in the income statement you
present
premium advance expense and any related reimbursement.

Revenue Recognition, page 29

2. In your response to prior comments 2, 3 and 4 from our letter
dated September 29, 2005, you state that $100 is your estimate of
the
typical monitoring costs over the average deferral period for
viatical and life settlements.  Please provide your detailed cost
analysis to support this amount and tell us:
* Whether this cost analysis includes both internal and external
costs;
* How you determined the deferral amounts to be the same for
viatical
and life settlements given the significant differences in life
expectancies of the insured, and correspondingly, significant
differences in deferral periods; and
* How you determined that your ongoing monitoring services met
each
of the criteria in paragraph 9 of EITF 00-21 to be considered a
separate unit of accounting.

Artifacts and Other, page 30

3. We note your response to prior comment 5 from our letter dated
September 29, 2005. Please tell us and revise your Management`s
Discussion & Analysis section to disclose how purchases of
artifacts
fit in your current business strategy.

Form 10-QSB for the Quarterly Period Ended August 31, 2005

Consolidated Condensed Statements of Cash Flows, page 7

4. We note you present cash outflows related to unrealized losses
on
marketable securities of $56,176 and $143,314 for the six months
ended August 31, 2005 and 2004, respectively.  Given that
unrealized
losses are non-cash items please revise to correct or advise us.

5. We note cash outflows for investment in policies of $555,505
during the six months ended August 31, 2005.  We also note on your
balance sheet on page 4 that you had an investment in policies of
$556,385 as of August 31, 2005. Given the policy acquisition
expense
of $620,024 during the six months ended August 31, 2005 reported
in
your income statement on page 5, it appears to us that your cash
outflows for investment in policies may be misstated.   Please
revise
to correct this error, or advise us.

6. We note that the amount of cash flows attributed to purchases
of
property and equipment during the six months ended August 31, 2005
is
$73,573. We further note that you did not report any capitalized
proprietary software at February 28, 2005 compared to a balance of
$390,429 at August 31, 2005.  Please provide us with a roll
forward
of your capitalized proprietary software from February 28, 2005
through August 31, 2005 explaining how you arrived at the closing
balance on August 31, 2005.

7. We further note on page 18 that you began depreciating the
capitalized proprietary software during the current fiscal year
due
to its implementation from a testing and design phase to use
within
the work environment. Please address the following:
* Tell us and revise your notes to the financial statements to
disclose your accounting policy related to capitalized proprietary
software; and
* Tell us how you complied with the guidance in SOP 98-1 in
capitalizing costs associated with proprietary software,
especially
relating to timing of technological feasibility and nature of
capitalized amounts.

Item 2. Management`s Discussion and Analysis

Critical Accounting Estimates, Assumptions and Policies, page 13

8. We note the presented pro-forma information on page 14 showing
the
estimated impact of the adoption of proposed FASB FSP, TB 85-4-a:
Accounting for Life Settlement Contracts by Investors.  Given that
this accounting literature has not yet been adopted, it appears to
us
that the disclosed amounts would represent a non-GAAP measure
under
Item 10(h) of Regulation S-B. Please revise to include disclosures
required by Item 10(h)(1)(i) of Regulation S-B with respect to
non-
GAAP measures.

	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.

	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.
December 9, 2005
Page 3

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