SecProbe.io

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						July 7, 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.
	Amended Schedule 13E-3
	Filed June 22, 2005
      File No. 005-34630

      Amended Form 10-K for fiscal year ended December 31, 2004
      Filed June 22, 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 your response to comment 1 in our prior letter. You
response does not address the terms of Mr. Cutler`s employment
agreement as it relates to his ability to obtain an equity stake
in
the company after the merger. Although you note that Mr. Cutler`s
employment agreement currently allows him to earn shares equal to
15%
of outstanding equity, it is unclear whether this will be possible
after the acquisition.  Please explain.  Further to the issue of
whether Mr. Cutler should be a filing person on the Schedule 13E-
3,
we consider officers and directors of the issue to be affiliates.
We
focus on the extent of such affiliates` equity interest in the
issuer
after the relavnt transaction in determining "engagement." Please
review Section II.D.3 of the Division of Corporation Finance`s
"Current Issues and Rulemaking Projects" outlining (November 14,
2000), available on our Web site at www.sec.gov., before providing
your revised analysis.
2. We note your response to comment 2.  We continue to believe
that
Credit Suisse First Boston should be added as a filing person on
the
Schedule 13E-3.  In this regard, CSFB controls the issuer
indirectly
through its intermediaries, which results in CSFB being an
affiliate
engaged in this transaction.  Please add CSFB as a filing person
on
Schedule 13E-3 or provide us with additional information that
supports your stated position, including the extent of CSFB`s
involvement in the daily operations of its intermediaries, whether
the intermediaries have a business purpose and operations other
than
holding the securities of the issuer, whether the intermediaries`
board of directors are made up of directors independent of CSFB
and
the boards are in fact independent from CSFB.  We note
additionally
that all but one of the executive officers, directors or managers
of
the filing persons and the persons controlling the filing persons
appear to also hold positions with CSFB or its affiliates.

Special Factors

Fairness of the Merger

EBITDA Multiple Valuation, page 11
3. We note your increase of the December 31, 2004 shares
outstanding
by expected option grants from approximately 51 million shares to
approximately 72 million shares (an increase of approximately
40%).
Please tell us the number of options granted to date during 2005.
Also, explain the apparent discrepancy between this estimate of
options to be granted, on the one hand, and your disclosure that
an
additional pool of 20% of your shares (or approximately 10 million
shares) would be reserved for issuance to management and your
response to comment 1 that the pool of reserved shares would in
fact
be distributed among numerous employees.  Has the reserved pool
amount more than doubled?
4. Please explain the significance of the enterprise value concept
and describe how it is determined.  Also, disclose the source for
your EBITDA estimates for the comparable companies for 2005.
5. Explain why your list of comparable companies is different for
each analysis.

Net Book Value Multiple Valuation, page 13
6. Please explain the use of the return on equity concept in terms
that an average investor may understand.  Also, revise the second
table in this section to show how you arrived at the equity value
per
share based on the other components of the table.
7. We reissue the last sentence of comment 13.  Tell us what
consideration you gave to providing a more recent calculation of
net
book value.

Fairness of the Merger - Position of the Filing Persons as of the
Fairness of the Merger

EBITDA Multiple Valuation, page 9
8. Explain the significance of the enterprise value and describe
how
it is calculated.  Also, list the source of the EBITDA multiples
in
2004 and 2005E and describe how you arrived at the multiples.

Net Book Value Multiple Valuation, page 11
9. Explain how you determined the return on equity for each
comparable company.  Also explain how you arrived at your equity
value per share of $0.21.

Earnings Multiple Valuation, page 15
10. Disclose the source for your earnings per share estimates for
the
comparable companies for 2005.
11. Please show the equity value per share as of December 31, 2004
or
explain in your disclosure why such information is not relevant.

Liquidation Value Analysis, page 13
12. We reissue comment 17.  Please disclose the statement of your
counsel to the Staff that SSH management believed a liquidation
analysis would have resulted in an amount that is less than the
company`s going concern value.
13. Refer to prior comment 20.  Please revise your disclosure to
describe the consideration given by the filing persons to
historical
and current trading prices.

Amendment No. 1 to Form 10-K for the Fiscal Year Ended December
31,
2004

Exhibit 31 - Certifications pursuant to Section 302 of the
Sarbanes-
Oxley Act of 2002
14. As your amendment included "other financial information,"
please
amend the filing to revise these certifications so that they
include
the third paragraph of the certification.

************************************

      Please amend your Schedule 13E-3 in response to these
comments.
You may wish to provide us with marked copies of the amendment to
expedite our review.   Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all material information to
investors.  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 filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the filing persons 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 filings or
in
response to our comments on your filings.
      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amended filings to expedite our review.  Please furnish a cover
letter with your amended filing that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amended filings and responses to our comments.

      Please contact the undersigned at (202) 551-3619 or, in his
absence, Christina Chalk, Special Counsel, at (202) 551-3263 with
any
questions regarding the Schedule 13E-3.  You may contact Ibolya
Ignat, Staff Accountant at 202-824-5528 (202-551-3656 after May
12,
2005) or Oscar M. Young, Senior Accountant at 202-942-2902 (202-
551-
3622 after May 13, 2005) with any questions regarding the Form 10-
K.

							Sincerely,

							Daniel F. Duchovny
							Attorney-Advisor
							Office of Mergers and
Acquisitions
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Patrick H. O'Neill, Esq.
USHEALTH Group, Inc.
July 7, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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