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      September 19, 2005

Mail Stop 4561

Cynthia A. Garr
Executive Vice President and
Interim Chief Financial Officer
CNH Holdings Company
17304 Preston Road, Suite 975
Dallas, TX 75252

      Re:	CNH Holdings Company
      Registration Statement on Form SB-2
      File No. 333-127800
      Filed August 24, 2005

      Form 10-KSB for the fiscal year ended March 31, 2005
      Form 10-QSB for the quarter ended June 30, 2005
      File No. 0-17304

Dear Ms. Garr:

	This is to advise you that we have limited our review of the
above filings to the matters addressed in the comments below.  No
further review of the filings has been or will be made.  Please
respond to our comments regarding your Forms 10-KSB and 10-QSB
within
10 business days of the date of this letter.  Where indicated, we
think you should revise your document in response to these
comments.
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
or may not 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.

Registration Statement on Form SB-2

Certain Relationships and Related Transactions, page 43

1. Provide a materially complete description of the license
agreement
obligations to XBridge that were discharged by means of the
issuance
of 1.5 million company shares.   Describe the transactions that
generated the obligations and the manner in which the amount of
the
obligations was computed.  Also indicate how the value of the
shares
to be issued was determined and compare the issuance price to the
market price at the time of this arrangement.

2. Similarly, describe the services that XBridge agreed to provide
to
the company under the development and maintenance services
arrangement.  Ensure that you describe the services provided and
the
amounts owed and paid with respect to this arrangement for each of
the two most recently completed fiscal years.  Provide a
reasonably
detailed description of the services that resulted in the $1.86
million of indebtedness and explain the manner in which the amount
of
the debt was established.

3. Please also expand this section to describe fully the
relationship
between XBridge and the company immediately prior to the
acquisition.
We note from your disclosure on page 57 that in addition to
sharing
several officers and directors with the company, XBridge also
owned a
majority of the company`s stock prior to the XBridge acquisition.
Ensure that all the effects of the related party merger
transaction
on each shared officer and director are described on an
individualized basis for each related party within the meaning of
Item 404(a) of Regulation S-B.  For example, describe the
securities
received by each related party and discuss changes in their option
or
employment agreements that were associated with the related party
merger.  Also, state the total purchase price paid in connection
with
your acquisition of XBridge.  See Item 404(a)(3) of Regulation S-B
and Instruction 3 to Item 404.

4. We note that in the recent unregistered sales section at page
57,
you express the belief that the structure of the merger agreement
with XBridge and the issuance of shares "were comparable to what
the
company would have received through arms-length negotiations with
an
unaffiliated party."  Please revise this section consistent with
your
disclosure on page 57 and discuss the basis of this statement.

5. We also note from page 57 that the company issued shares to
certain officers and consultants of the company in exchange for
the
cancellation of $482,364 of XBridge debt held by such individuals.
Revise this section to provide all disclosure regarding this
transaction that is required by Item 404 of Regulation S-B.

Selling Stockholders

6. Please revise your selling stockholders table to provide only
the
information required by Item 507 of Regulation S-B, in the format
required by Item 507.  In this regard, we note that the current
format of the table does not clearly provide the beneficial
ownership
of each selling stockholder.  Additionally, while you have a
column
entitled, "Percentage Ownership (For Greater Than 1%
Shareholders),"
such column should clearly reflect the beneficial ownership of the
selling stockholders after the shares being offered for resale
have
been sold.
7. Please revise to name the natural person or persons who
exercise
the sole or shared voting and/or dispositive powers with respect
to
the shares to be offered for resale by American Corp. Register
Inc.,
Rocky Mountain Customer Services, Inc., T.C.R. LP and Technacity
LLC.
See Interpretation I.60 of the July 1997 manual of publicly
available
CF telephone interpretations, as well as interpretation 4S of the
Regulation S-K portion of the March 1999 supplement to the CF
telephone interpretation manual.
8. It does not appear that any of the selling security holders are
registered broker-dealers.  Please inform us in this respect.
Additionally, if any of the selling security holders are
affiliates
of broker-dealers, please disclose, and tell us whether they
received
their shares in the ordinary course of business and whether, at
the
time of acquisition, they had any understandings or arrangements
with
any other person, either directly or indirectly, to distribute the
shares.

9. Please revise this section to disclose all material
relationships
between the company and each of the selling stockholders during
the
past three years, including the material terms of the transactions
by
which each of the selling stockholders received their shares.  For
example, we would expect to see disclosure regarding the material
terms of the XBridge acquisition and the debt offering and an
indication of which of the selling stockholders received their
shares
as part of such transactions.  Additionally, we would expect to
see
disclosure regarding the material terms of the former debt held by
the officers and consultants of the company who were issued shares
in
exchange for cancellation of such debt, and identification of such
individuals.  Finally, we would expect to see disclosure regarding
which of the selling stockholders are affiliates of the company
and
disclosure regarding the material terms of those relationships.

Signatures
10. The Instructions for signatures portion of Form SB-2 requires
that your registration statement be signed by both the CFO and the
controller or principal accounting officer.  Please ensure that
your
next amendment is revised accordingly.

Exhibits

11. Please ensure that your next amendment attaches as exhibits or
incorporates by reference from prior filings, all instruments
governing the rights of the selling stockholders and all contracts
between the company and any of the selling stockholders or the
company`s directors or officers.  See paragraphs (b)(4)(i) and
(b)(10)(i)(A) of Item 601 of Regulation S-B.  In this regard, we
note
that you have not included the XBridge acquisition documents or
the
debt agreements with certain of your officers and directors.
Please
revise accordingly.

Legal Opinion
12. We note that you have neither filed a legal opinion nor
included
a legal opinion on your exhibit index with an indication that it
will
be filed with a future amendment.  Please note that we will review
the opinion provided in response to Item 601(b)(5) of Regulation
S-B
and may have comments concerning the opinion when it is filed.

Form 10-KSB for the fiscal year ended March 31, 2005

Controls and Procedures, page 13
13. We note that as of the end of the period covered by your Form
10-
KSB, the company carried out an evaluation with the participation
of
the company`s management, including the company`s President, of
the
effectiveness of the company`s disclosure controls and procedures,
and that your President concluded that the company`s disclosure
controls and procedures were effective.  However, Item 307 of
Regulation S-B requires the company to disclose the conclusions of
the company`s principal executive and principal financial
officers,
or persons performing similar functions.  Please tell us whether
your
chief financial officer, or the person performing the functions of
the chief financial officer, was involved in the evaluation of the
company`s controls and procedures as of the end of the period
covered
by your Form 10-KSB and tell us what his or her conclusions were
regarding the effectiveness of the company`s disclosure controls
and
procedures.  This comment also applies to your first quarter 10-
QSB.
14. We note that your determination regarding the effectiveness of
the company`s disclosure controls and procedures appears to be
narrower than that required by Rule 13a-15.  In this regard, we
note
that your President concluded that your disclosure controls and
procedures were effective in "timely alerting him to material
information relating to the Company required to be included in the
reports that the Company files and submits pursuant to the
Exchange
Act," while Rule 13a-15(e) defines disclosure controls and
procedures
as controls and other procedures of an issuer that are designed to
ensure that information required to be disclosed by the issuer is
"recorded, processed, summarized and reported, within the time
periods specified in the Commission`s rules and forms," and that
they
include controls and procedures designed to ensure that
information
required to be disclosed by an issuer is "accumulated and
communicated to the issuer`s management, including its principal
executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions
regarding
the required disclosure."  Please confirm that the evaluation of
your
disclosure controls and procedures was made in accordance with the
terms of Rule 13a-15(e) and ensure that your future filings
include
language that more closely conforms with the language of Rule 13a-
15(e).  This comment also applies to your Form 10-QSB for the
quarter
ended June 30, 2005.
15. As a follow-up to the comment above, we note that the language
regarding changes in internal controls in both your Form 10-KSB
and
first quarter Form 10-QSB, indicates that there were no
"significant"
changes in the company`s internal controls that could
"significantly"
affect the internal controls subsequent to the date of your
President`s most recent evaluation.  However, the standard set
forth
in Item 308(c) of Regulation S-B requires that you disclose any
change in internal control over financial reporting that occurred
during your last fiscal quarter that has "materially" affected, or
is
reasonably likely to "materially" affect, your internal control
over
financial reporting.  Please confirm that there were no changes
that
materially affected or were reasonably likely to materially affect
your internal control over financial reporting during the fourth
quarter of your last fiscal year or during the first quarter of
the
current fiscal year.  Additionally, ensure that your future
filings
include language consistent with Item 308(c) of Regulation S-B.

Consolidated Balance Sheet, page F-20

16. Explain why "Deferred Income" is not classified within the
Liability Sections of the Balance Sheet.  Cite the accounting
literature that supports your presentation.

Note 10 - Acquisitions, page F-31

17. We note that the company issued 4,150,000 shares of common
stock
to shareholders of Xbridge Software, Inc. ("Xbridge").  We also
note
that 2,150,000 shares of common stock held by Xbridge were
cancelled.
Since CNH Holding Company had 6,741,449 shares of common stock
outstanding, tell us how you concluded that the company is the
accounting acquirer instead of Xbridge.  Address paragraph 17 of
SFAS
141.  That is, the number of shares issued to acquire Xbridge
exceeds
50% of the outstanding stock of CNH Holding Company.
Additionally,
tell us how you determined the fair value of the shares issued to
acquire Xbridge.  See paragraphs 20 to 23 of SFAS 141.

18. Explain why the only acquired intangible asset recorded is the
intellectual property.  Tell us the method used to amortize this
asset including its estimated useful life.  See paragraph 11 of
SFAS
142.  Tell us how you have complied with the disclosure
requirements
of paragraph 44 of SFAS 142 and paragraph 58 of SFAS 141.

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

      As appropriate, please amend your filing in response to
these
comments.  Please ensure that your amendment is marked in
accordance
with Item 310 of Regulation S-T.  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.  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 filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all the facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequately
of
the disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      Please allow adequate time after the filing of any amendment
for further review before submitting a request for acceleration.
Please provide this request at least two business days in advance
of
the requested effective date.

	If you have questions regarding the financial statements or
related matters, please call Stephen Krikorian at (202) 551-3488.
Please call Sara Kalin a