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						May 5, 2005

Via Facsimile ((817) 878-3672) and U.S. Mail

Patrick H. O`Neill, Esq.
USHEALTH Group, Inc.
3100 Burnett Plaza, Unit 33
801 Cherry Street
Fort Worth, TX  76102

RE: 	USHEALTH Group, Inc.
	Schedule 13E-3
	Filed April 18, 2005
      File No. 005-34630

      Form 10-K for fiscal year ended December 31, 2004
      Filed March 9, 2005
      File No. 0-10873

Dear Mr. O`Neill:

      We have reviewed the above filings and have the following
comments.

Schedule 13E-3

1. We note that under the terms of his Employment Agreement, Mr.
Cutler is entitled to purchase 10% of USHEALTH`s common stock.  If
he will maintain this right going forward after the merger, and thus
could be an affiliate going forward, consider whether he should be
listed as a filer on the Schedule 13E-3.  Provide the same
analysis as to any other members of management who may individually
receive a significant equity stake in the company from the "pool"
of 20% of the fully diluted shares of the company reserved for this
purpose.

2. Please add Credit Suisse First Boston as a filing person on the
Schedule 13E-3.  In this regard, we note that Credit Suisse First
Boston has filed beneficial ownership reports reflecting ownership
Of 93% of the company. Credit Suisse is also the indirect parent of
SSH and CAA.  Consider whether other subsidiaries of Credit Suisse,
such as those referenced in Item 2 of the Schedule 13D/A filed by
Credit Suisse, should also be added as filers.

3. We note that USHEALTH Group, Inc. and Management LLC were also
parties to the Exchange Agreement filed as an exhibit to the
company`s Form 8-K dated January 6, 2004.  It appears that this
short form merger was contemplated (at least as a possibility) by
the Exchange Agreement.  Therefore, please provide your analysis as to
why USHEALTH Group, Inc. and Management LLC should not be included
as filers on the Schedule 13E-3.  Alternatively, add those entities
as filers on the Schedule.

4. Each filing person must individually comply with the filing,
dissemination, disclosure and signature requirements of Schedule
13E-3.  Therefore, you will need to include all of the information
required by Schedule 13E-3 and its instructions for any filing
persons added in response to the preceding comment.  For example,
include a statement as to whether each person believes the Rule
13e-3 transaction to be substantively and procedurally fair to
unaffiliated security holders and an analysis of the material
factors upon which each relied in reaching such a conclusion.
See Item 8 of Schedule 13E-3, Item 1014 of Regulation M-A and
Question and Answer No. 5 of Exchange Act Release No. 34-17719
(April 13, 1981). In this regard, the reasons for the transaction
and the alternatives considered by these affiliates may be
different than those of the company, and this fact should be
reflected in the disclosure.  To the extent a filing person is
relying on the analysis of another to satisfy its obligations
under Rule 13e-3, such filing person must adopt the analysis
of the other.

Special Factors

Summary Term Sheet - Page 1

5. The fact that the merger consideration is significantly
below the high trading price for the Shares during each of
the last five quarters should be disclosed in this section.

Alternatives - Page 5

6. Did the Filing Persons consider selling the company as
an alternative way to cash out the interests of unaffiliated
shareholders? Why or why not? In this regard, we note the
disclosure on page 9 that USHEALTH received a non-binding
offer for the company in 2003 after soliciting buyers.

Reasons - Page 5

7. Please explain briefly your reference to Section 404 of the
Sarbanes-Oxley Act. That is, briefly describe for the benefit of
shareholders, to what this provision generally relates and what
efforts compliance would entail on the part of the company.

8. We note the Filing Persons` estimate that the company will
enjoy annual savings of $500,000 per year as a result of no longer
being a public company.  Provide a break down of the expected cost
savings, to the extent possible, by quantifying the savings for each
type of expense listed, i.e., audit, legal and personnel fees.  Also
quantify the amount of time management devotes to tasks associated
with public reporting.

9. Given that several of the factors you list as contributing to
the decision to take the company private appear to have existed for
at least one year, such as the company`s ability to reduce
information available to its competitors, the cost savings from
not having to comply with our filing requirements, and the lack
of a liquid market for your securities, revise to indicate why the
Filing Persons are undertaking the going private transaction at
this time as opposed to other times in the company`s operating
history.  Refer to Item 1013(c) of Regulation M-A.

10. See the last comment.  We note that the Exchange Agreement
entered into by the company, SSH and Management LLC provides that
any short form merger by which unaffiliated share holders would be
cashed out could not be effected at a price below $.40 per share
before January 1, 2005.  Discuss how this factored into the timing
of this merger.

Effects - Page 6

11. Please revise to ensure that you include a reasonably thorough
discussion of the detriments of the merger in accordance with
Instruction 2 to Item 1013 of Regulation M-A.  For example, one of
the adverse effects of the merger will be that unaffiliated
security holders will be required to surrender their shares
involuntarily in exchange for a cash price determined by the
Filing Persons and that security holders will not have the right
as a result of the merger to liquidate their shares at a time and
for a price of their choosing. Also revise to discuss that the
company will no longer be subject to the provisions of the
Sarbanes-Oxley Act or the liability provisions of the Exchange
Act and that officers of the company will no longer be required
to certify the accuracy of its financial statements.

Certain U.S. Federal Income Tax Considerations - Page 7

12. Delete the reference to this discussion being for "general
information only."  Security holders are entitled to rely upon
the discussion.

Fairness of the Merger - Page 8

13. With respect to the financial analysis, include a summary of
the results achieved in each analysis, including calculations
performed, multiples used and any assumptions made, and a
tabular description of how those results (i) compare with the
per share consideration offered to unaffiliated security holders,
and (ii) support the ultimate fairness of the merger.  For
example, (i) list the comparable companies used in your analyses
and disclose the financial information used from each of those
companies; (ii) disclose the amount of the adjustment made to
the USHEALTH`s historical earnings and how that amount was
determined; (iii) disclose the historical financial results and
2005 estimated EBITDA used for USHEALTH; (iv) explain why you
gave effect to the exercise of options in your earnings analysis
despite those options being out of the money and disclose the
range of equity values assuming the options had not been
exercised; and (v) show in your net book value analysis how you
adjusted the book value per share as of December 31, 2004 from
$0.69 to $0.21. Also, consider providing a more recent calculation
of net book value.

14. Your discussion of the range of per share values for the
company based on the analysis performed by the Filing Persons was
calculated based on giving effect to Shares issuable upon exercise
of outstanding Options.  However, your disclosure in this filing
indicates that all outstanding Options are "underwater" and will
be cancelled without consideration in the merger.  Disclose how (if
at all) discounting the Shares underlying Options would affect the
relevant per share values presented.

15. As to the factors listed in the second bullet point on page 8
and considered by the Filing Persons in determining that the offer is
fair, please explain how their consideration of those factors
weighed in favor of the merger.  For example, what specific facts
about the company`s future growth prospects make this merger fair?

16. Please disclose what consideration (if any) the Filing Persons
gave to the going concern value of the company in evaluating the
fairness of the merger.  See Instruction 2(iv) to Item 1014 of
Regulation M-A.  If going concern value was not considered, or was
not deemed relevant in the context of this transaction, explain
why. Also, if the going concern value was higher than the merger
consideration, please disclose.

17. See the last comment above.  Provide the same expanded
disclosure as to liquidation value (except that you have already
stated in the filing that it was not considered important by the
Filing Persons). Since an intent to liquidate is not dispositive
of the relevance of this valuation methodology, disclose and discuss
if it would have resulted in a higher per share value.

18. Please provide more details about who determined the price per
share to be paid for the shares held by your unaffiliated security
holders and how that determination was made.

19. Discuss how the Filing Persons considered the "Floor Price" of
$.40 per share established in the Exchange Agreement for any
affiliated transaction occurring before January 1, 2005 in
assessing the fairness of the merger.

20. Please disclose your basis for stating that trading activity
In shares of USHEALTH prior to the public announcement of the merger
was "speculative" and did not reflect any measure of the fair or
intrinsic value of those securities.  Also, disclose those recent
trading price(s) and describe specifically the relevant period.

21. See the last comment above.  You discount historical trading
prices because the company`s financial condition has continued to
worsen.  You also discount trading prices immediately prior to the
announcement of the merger.  What about recent trading prices
before that time but not so long ago as to make them irrelevant?  For
example, the table on page 11 indicates that the company`s shares
have traded above the merger price during each of the last five
quarters, and in all but one quarter, significantly so.  The
Filing Persons` discussion of fairness must address specifically how
this fact was considered in assessing the fairness of the merger.

Item 3. Identity and Background of Filing Persons - Page 12

22. Please provide the information required by this Item with
respect to the controlling person of each filing person.  We note
that the required disclosure with respect to the controlling person
of SSH is not disclosed.  We also note that you must include the
information required by Items 5, 6, 10 and 11 with respect to each
director, executive officer and control person of the filing persons
and each executive officer and director of any corporation  or entity
ultimately in control of any of the filing persons.  See General
Instruction C to Schedule 13E-3.

Item 13. Financial Statements - Page 21

23. Please delete the references to the SEC`s regional offices,
since our regional offices no longer provide public reference
services.

Item 14.  Persons/Assets Retained - Page 23

24. Provide the disclosure required by Item 1009(b) of Regulation
M-A with respect to employees used by the filing persons in
connection with the transaction.

Item 16.  Exhibits - Page 23

25. Please file the Exchange Agreement and the Employment
Agreement as exhibits, each disclosed in response to Item 1005(e)
of Regulation M-A under Item 5 of this Schedule.

Schedule I

26. We note that Edward Flynn is listed as the Vice President and
Deputy Director of Taxes for SSH in the Schedule 13-D/A filed on
April 19, 2005.  Please include Mr. Flynn in this Schedule or tell
us why he is not so included.

Form 10-K for the fiscal year ended December 31, 2004

Item 7.  Management`s Discussion and analysis of financial
Condition and results of operations

Critical Accounting Policies

Investments

27. It appears you had unrealized losses as of December 31, 2004
and 2003 that may be material when compared to your results of
operations.  As such, please revise your management`s discussion
and analysis to provide the following disclosures:

a. Disclose the carrying value of non-traded securities and
describe the methodology used to estimate their fair value,
including material assumptions made and factors considered.

b. Identify the amount of unrecognized impairment loss (i.e.
unrealized loss) at December 31, 2004 by investment category and
describe the key assumptions made and factors considered in
reaching the conclusion that the decline below cost is not
other-than-temporary.

c. Disclose the following as it relates to the securities with an
unrealized loss:

i. Describe the risks and uncertainties inherent in the assessment
methodology, including the impact on future earnings and financial
position should management later conclude that the decline is
other-than-temporary;

ii. Consider providing a separate table that separately discloses
at a minimum a) investment grade fixed maturity securities, b) non-
investment grade fixed maturity securities and c) equity
securities. For each class of securities, depict the length of time
the securities have continuously been in an unrealized loss position
showing the carrying value and the dollar amount of the unrealized
losses using separate aging categories (e.g. less than six months,
six months to 12 months, over 12 months to 24 months, over 24
months to 36 month etc...).  If meaningful in your circumstances,
consider providing further categorization for each of the preceding
aging categories depicting how much "under water" the unrealized loss
is by showing separate categories of unrealized losses as a percentage
of carrying value (e.g. less than 20%, 20% to 50%, greater than 50%),
while still showing the dollar amount of carrying value and
unrealized loss for each further category;

iii. Disclose any concentrations in the types of securities or
industries that exist;

iv. Disclose the percentage of the fair value of securities and
unrealized loss that are non-investment grade and securities that
are not rated;

v. For fixed maturity securities, disclose in tabular or narrative
form the maturity dates;

vi. Identify the type, carrying value and unrealized loss of
individual material underwater securities;

vii. For any securities that you sold during the year at a loss,
disclose:

(1) The amount of the loss recorded and the fair value at the
sales date,

(2) Facts and circumstances giving rise to the loss and the sale,

(3) The period of time that the security had been continuously in
an unrealized loss position; and

(4) Why that sale does not contradict your assertion regarding
your ability and intent to hold securities with unrealized losses
until they mature or recover in value, if and as applicable.

Contractual Obligations

28. We note that the company did not include its policy
liabilities and accruals in the contractual obligation table; it
would appear that these liabilities represent future legal
obligations of the company.  Due to the significant nature of these
liabilities to the company`s business we believe their inclusion in
the contractual obligation table will provide investors increased
disclosure of liquidity.  The purpose of Financial Reporting Release
67 is to obtain enhanced disclosure concerning a registrant`s
contractual payment obligations and the exclusion of ordinary course
items would be inconsistent with the objective of the Item 303(a)(5)
of Regulation S-K.  Based on the above factors, please revise the
contractual obligation table to include policy liabilities and
accruals.  In addition please consider including a discussion to
address the impact of these factors on the company`s liquidity.

Item 8