SecProbe.io

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                                                             FIRST CHOICE HEALTH
                                                             -------------------

September 16, 2005

Mr. Jim B. Rosenberg
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549

RE:      First Choice Health Network, Inc. ("FCH")
         Form 10-K for the fiscal year ended December 31, 2004
         File No. 000-23998

Dear Mr. Rosenberg:

We are in receipt of your letter dated September 2, 2005 with comments regarding
our financial statements and related disclosures  contained in our Form 10-K for
the fiscal year ended December 31, 2004.

We appreciate your assistance with our compliance with the applicable disclosure
requirements and efforts to enhance the overall disclosures in our filings.

The  responses  set forth  below  correspond  to the  numbered  comments in your
letter.  For your  convenience,  we have  included  your  original  comment  and
followed it with our response.

     1. Consolidated Financial Statements, page 14, Discontinued Operations

We are  considering  your responses to prior  comments 4 and 5. After  reviewing
your  responses  and your  disclosures  regarding  discontinued  operations,  it
appears that your commercial  insured business does not qualify for reporting as
discontinued  operations under SFAS 144. Winding down a business does not appear
to be an operation that have been disposed of or is classified as held for sale.
Further,  since  you  indicate  you are  winding  down your  commercial  insured
business  in an  orderly  manner  you  appear  to  have  significant  continuing
involvement in this operation. Please explain to us how the winding down of your
commercial insured business meets the requirements of SFAS 144 to be reported as
discontinued  operations  or amend  your  filings  to report  this  business  as
continuing  operations.  Any  amendments you make to your Form 10-K for the year
ended  December  31, 2004 and your Forms 10-Q for the  quarterly  periods  ended
March 31,  2005 and June 30, 2005 should  reflect  all  revisions  for which you
committed in your response letter to make in future filings.

--------------------------------------------------------------------------------
      One Union Square * 600 University St., Ste 1400 Seattle, WA 98101 *
          (206) 292-8255 * Fax (206) 667-8060 * www.1stchoiceofwa.com
<PAGE>

Our  decision to present the  discontinued  commercial  insurance  business as a
discontinued   operation  was  designed  to  consistently  present  the  ongoing
operations of the business as the commercial  insurance business was exited. Our
responses to your earlier  comments 4 and 5 showed the  complexity of doing this
when the discontinued  commercial  insurance  operations were held in a majority
owned  subsidiary  that also included some  operations that would continue after
the  dissolution  of the  commercial  insurance  legal entity.  Historically  we
presented the insurance company  separately in the Reportable  Operating Segment
footnote  to the  financial  statements;  we  therefore  believed  that once the
decision  was made to exit the  insurance  business  and the exit plan was being
executed  (non-renewal of business),  discontinued  operations  presentation was
required.

We  believe  the  winding  down of the  commercial  insured  business  meets the
requirements  of SFAS 144 to be  reported  as  discontinued  operations  because
paragraph 2 of SFAS 144 states the following:  "However,  this Statement retains
the requirement of Opinion 30 to report discontinued  operations separately from
continuing  operations  and extends  that  reporting to a component of an entity
that either has been disposed of (by sale, by abandonment,  or in a distribution
to owners) or is  classified  as held for sale." We believe the winding  down of
operations was an abandonment, resulting in special dividends to our owners with
the proceeds of the commercial  insurance company as they became available ($5.2
million in 2004 as noted on page 10 under Liquidity and Capital Resources in our
December  31,  2004  10-K  and  $2.4  million  in 2005 as noted on page 13 under
Liquidity and Capital Resources in our March 31, 2005 10-Q). Furthermore, we did
engage  an  investment  banking  firm  to  seek  out  potential  buyers  for the
commercial insurance operations, but due to the small size of our operations and
the market for health insurance companies at that time, there were no offers for
the insurance  operations.  Thus,  abandonment was our only available  method to
discontinue the business.

Our statement regarding our winding down of the commercial insurance business in
an  orderly  manner  was  intended  to mean that we would  honor  all  contracts
outstanding and non-renew business as in-force contracts expired.  The nature of
the insurance operations with annual contracts that renew monthly throughout the
year is that it requires 12 months to non-renew  all  business.  Since we had no
insurance  policies  in  force  during  all of  2004,  we did not  consider  our
involvement with the commercial insurance operations to be significant.

     2. Note 3, Redeemable Equity Participation, page 23

Please  explain to us your  basis  under GAAP for  recording  the  participation
agreement with the University of Washington  Academic Medical Center ("UWMC") as
redeemable  equity.  Please cite the accounting  literature relied upon for your
accounting   and   financial   statement   presentation.   Please  tell  us  the
circumstances  that the equity  participation can be redeemed and the settlement
options  available to UWMC.  Tell us the  consideration  you received  from UWMC
under the participation  agreement and explain to us how you account for changes
in the fair value of the Class B common shares used to calculate the  redemption
amount.
<PAGE>

We relied  upon  SFAS 47 and 129  paragraph  8,  Redeemable  Stock,  in
determining  our accounting  and financial  statement  presentation  of the UWMC
Participation  Agreement.  UWMC,  as  a  state  owned  governmental  entity,  is
precluded by Washington  statute from owning  common stock in First Choice.  The
participation agreement affords UWMC all the rights of a common stockholder.  As
noted in Note 2 - Shareholders'  Equity,  Paid-in capital from  affiliates,  the
company has other investors similar to UWMC.  Because these other  participation
agreements do not have contingent redemption provisions, their contributions are
classified as paid-in capital from affiliates.  Due to the redemption  provision
in the UWMC agreement,  we believe separate mezzanine  classification apart from
shareholders' equity was appropriate.

The redemption  provisions of the participation  agreement are triggered if UWMC
decides to  withdraw  from First  Choice  within six months  before or after the
following events:

     1.   Assignment  of the UWMC health  care  facility  service  contract as a
          result  of  a  merger  or  acquisition   of  First  Choice,   sale  of
          substantially  all the assets of First Choice or transfer of more than
          50% of the  class B stock  to  parties  other  than  existing  class B
          shareholders;

     2.   UWMC is able to prove that  First  Choice  has taken  material  action
          which is detrimental to UWMC.

The settlement option requires payment to UWMC of the fair market value of 5,800
shares of class B stock.  The  consideration  of  $2,520,000  received from UWMC
under  the  participation  agreement  is  classified  on our  balance  sheet  as
redeemable equity participation.  Due to the contingent nature of the redemption
provision,  we have not  accounted  for changes in the fair market  value of the
class B shares on our financial  statements.  Because there is no market for our
stock or  participation  agreements (it is  non-transferable  except for certain
conditions), we have not established a fair value of the class B shares.

We hope this is responsive to your questions.  Based upon our responses outlined
above,  we do not propose to amend our Form 10-K for the year ended December 31,
2004 or the respective  10-Q's for quarterly periods ended March 31 and June 30,
2005.  Please  contact  me at (206)  268-2411  or our  current  Chief  Financial
Officer, Stacy Kessel at (206) 268-2476 should you have any questions or want to
further discuss our response.

Sincerely,

/s/ Kenneth A. Hamm
-------------------
Kenneth A. Hamm
Executive Vice President and Chief Operating Officer

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