SecProbe.io

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Mail Stop 3628

September 13, 2005

VIA FACSIMILE:  (612) 632-4229

Amy E. Dahl, Esq.
Gray, Plant, Mooty, Mooty & Bennett, P.A.
500 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
(612) 632-3229

Re:	South Dakota State Medical Holdings, Inc.
	Schedule 13E-3/A, file no. 005-47764,
	filed September 2, 2005

Dear Ms. Dahl:

      We have reviewed your filing and have the following
comments. Where indicated, we think you should revise your
documents 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 supplemental
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 number listed
at the end of this letter.

Schedule 13E-3
Engagement of Manchester Financial Group, LLC, page 25

1. We note your amendment and response to prior comment 9,
however, we believe that the second sentence, reading "[n]either
the valuation report, nor the fairness opinion, is intended to
confer rights and remedies upon any of our shareholders or any
other person," is a statement that the shareholders are not
entitled to rely on the disclosure in the document.  It is our
position that shareholders are entitled to rely on the disclosure
in the document.  Please remove this sentence accordingly.

Financial Information, page 42

2. The Company remains required to produce a ratio of earnings to
fixed charges.  The requirement imposes an obligation to calculate
such ratio in a "manner consistent with Item 503(d) of Regulation
S-K."  Please provide such information, or alternatively, tell us
why such item requirements do not apply.

Attachment A

3. We note your amendment and response to prior comment 15,
however, we believe that you should expand the disclosure to
state that Manchester has consented to the inclusion of the
report in the information statement.

Attachment B

4. We note your amendment and response to prior comment 16,
however, we believe that you should expand the disclosure to
state that Manchester has consented to the inclusion of the
report in the information statement.

	As appropriate, please amend your filings in response to
these comments.  You may wish to provide us with black-lined
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 and file such letter on EDGAR. 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.

      If you have any questions please contact me at (202) 551-
3257 or by facsimile at (202) 772-9203.

Very truly yours,

Celeste M. Murphy
Special Counsel
Office of Mergers and Acquisitions

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