SecProbe.io

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                          Life Partners Holdings, Inc.
                                204 Woodhew Drive
                                Waco, Texas 76712
                                 (800) 368-5569

                                November 4, 2005

Mr. Amit Pande
Assistant Chief Accountant
Securities and Exchange Commission
Washington, D.C.  20549

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

Dear Mr. Pande:

I have received your letter dated September 29, 2005. I have prepared the
following response to your comments. My responses are numbered to correspond to
the numbering of the paragraphs in your letter. I plan to revise all future
filings in response to your letter.

We, the management of the Company, acknowledge that we are responsible for the
adequacy and accuracy of the disclosure in our filings.

Financial Statements

Note (2) Summary of Significant Accounting Policies

Premium Advances, page 29

      1.    We have elected to advance premiums on certain older polices on
            which the initial premium payment reserves have been fully utilized.
            We have no legal obligation to make these advances and do so only in
            cases when there is a risk of policy lapse due to the failure of an
            investor to pay the premiums. We initiated and continue to follow
            this practice as a goodwill gesture. On final settlement, we are
            usually reimbursed for these advances.

            We have elected to reserve advances when collection is not certain
            and, if collectible, the time to collection is not certain. We
            believe we cannot reasonably estimate the future cost of the
            advances because we cannot predict the rate at which investors might
            fail to make premium payments. Since our policy is voluntary and we
            cannot reasonably estimate the future cost, we believe accrual for
            future policy advances is inappropriate under the standards of
            enunciated in paragraph 8 of SFAS 5.

            In light of our conclusion, we have examined the adequacy of
            disclosures relating to the contingency and propose to add in future
            filings disclosures in the

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Mr. Amit Pande
November 4, 2005
Page 2

            "Contingencies" footnote like the disclosures in "Management's
            Discussion and Analysis: Liquidity and Capital Resources" (which
            acknowledges our inability to estimate the amount of future premium
            advances), as contained in our most recent Form 10-KSB and Form
            10-QSB.

Revenue Recognition, page 29

      2.    Our revenue recognition for viatical and life settlements is exactly
            the same. These two types of settlements differ only in that in
            viaticals the insured is terminally ill where as in a life
            settlement the insured is merely over sixty-five years of age.
            Everything else about the transaction is identical.

            We believe we meet the criteria set forth in SAB 101. The revised
            disclosure in our most recent Form 10-QSB (for the period ended
            August 31, 2005) states, "We recognize income at the time a
            purchaser has accepted a tendered settlement and is contractually
            obligated to make payment (see page 13)." At this point, the
            purchaser of the policy and the settlor (the seller) are
            contractually bound. The price is set. The policy is chosen.
            Collectibility is reasonably assured, since the purchaser's money is
            typically at the trust company handling the settlement. Our services
            are substantially rendered.

            This point may not have been clear in our earlier filings. We hope
            the revised disclosure in our most recent Form 10-QSB is acceptable.

      3.    We agree that our services for facilitating settlements and the
            ongoing monitoring services are separate deliverables. We have
            accounted for each service as a separate accounting unit as required
            under EITF 00-21. Our accounting treatment for facilitating
            settlement is discussed in our response to comment 2 above. Revenues
            relating to the monitoring services are not recognized upon
            settlement, but are deferred and amortized over the life expectancy
            of the settlor as determined at settlement. See our most recent Form
            10-QSB, page 13.

      4.    The $100 per settlement is deferred for both viatical and life
            settlements. The deferral amount of $100 is the fee to monitor the
            insureds and notify the appropriate companies when the insured dies.
            The amount is an estimate of the typical monitoring costs over the
            average deferral period. The fee is amortized over the life
            expectancy of the insured. See our most recent Form 10-QSB, page 13.

Artifacts and Other, page 30

      5.    The fair value of our artifacts was determined by an independent
            appraiser. The appraised value exceeded the cost of the artifacts.
            For this reason, we determined that the value of the artifacts was
            not impaired as of February 28, 2005.

Note (7) Income Taxes, page 33

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Mr. Amit Pande
November 4, 2005
Page 3

      6.    The interest amount in question relates to interest allegedly due on
            a disputed tax liability that we settled with the IRS in 2004. We
            continue to contest our liability for the interest amount, however.
            The amount is deductible for both tax and financial reporting
            purposes. We deducted the interest on our financial statements
            during the year ended February 29, 2004 (when the liability was
            settled). However, the accrued interest is not deductible for income
            tax reporting purposes until it is paid to the IRS. This temporary
            difference resulted in the deferred tax asset.

Note (8) Shareholders' Equity, Stock Transactions and Common Stock Options, page
33

      7.    The sentence reading, "During the year ended February 29, 2004, we
            purchased 144,891 shares of its common stock for $632,723" in
            footnote 8 of the Form 10-KSB was mistakenly carried over from our
            Form 10-KSB for the prior year. The share purchase occurred in 2003,
            not 2004, which explains why the transaction did not appear in the
            2004 statement of shareholders equity. We regret the error and will
            remove the sentence when we amend the Form 10-KSB.

      8.    After examining the issue, we believe the options to purchase
            250,000 shares should have been accounted for at fair value under
            SFAS 123(R). We have revised the latest Form 10QSB to reflect the
            change in accounting principles. When the Staff's comments are
            resolved, we shall amend the Form 10-KSB and the Form 10-QSB for the
            first quarter to recognize additional compensation expense for the
            common stock options issued to non-employees.

Note (10) Contingencies, page 36

      9.    In light of the Staff's comments, we revised the "Contingencies"
            footnote in our most recent Form 10-QSB, which reads as follows:

                  "LPI is aware of certain instances wherein the insurance
                  companies denied payment on policies in which it arranged the
                  settlement with purchasers. Most of these denials relate to
                  policies settled before 1998 and involve technical legal
                  issues that were not fully appreciated when the policies were
                  initially reviewed. Face value of the policies in question
                  total $467,918. The Company has incurred settlement fees
                  totaling $211,000 on these policies, resulting in $256,918
                  remaining in the accrued reserve. During the three months
                  ended August 31, 2005, we did not pay any amounts related to
                  these instances nor did we accrue any additional amounts for
                  future claims that might arise on these policies. LPI has
                  since strengthened its internal procedures for policy reviews
                  and believes that further material denials are unlikely."

            We believe the revised footnote is responsive to the Staff's
            concerns. The footnote now provides an expanded explanation of the
            circumstances resulting in the denials.

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Mr. Amit Pande
November 4, 2005
Page 4

      10.   We determined the accruals by identifying the policies that an
            insurer had denied and deferring the face amount. We did not
            determine that there were no other potential claims, but that other
            potential claims were not probable or subject to reasonable
            estimation. We periodically identify possible enforceability issues
            in policies. In most instances, the insurer never raises the issue
            and pays the policy limits. Our experience indicates that
            enforceability issues are relatively rare and that their frequency
            is difficult to predict and volatile. For these reasons, we believe
            the standards of SFAS 5 are best satisfied by making the accruals
            when an actual denial occurs, which is the point in time that a
            contingent liability becomes probable and capable of reasonable
            estimation.

We understand that your comments or our changes to disclosures in response to
your comments does not foreclose the Commission from taking any action with
respect to the filing; and that we may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the Federal
securities laws.

You may direct questions or comments regarding the comments and responses to Ms.
Brenda Phillips at 405-842-4420. When we have resolved these comments to the
Staff's satisfaction, we shall file an Amendment No. 1 to our Form 10-KSB for
the year ended February 28, 2005.

                                                     Very truly yours,

                                                         Nina Piper
                                                  Chief Financial Officer

Cc: Mr. Michael Volley/SEC
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