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CORRESP
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Correspondence Letter

 October 18, 2005

 Mr. Jim B. Rosenberg

 Senior Assistant Chief Accountant

Division of Corporate Finance

 U.S. Securities and Exchange Commission

 Washington, D.C. 20549-0404

Re:

Letter of Comment dated July 6, 2005

American Dental Partners, Inc.

File No. 000-23363

 Dear Mr. Rosenberg:

 On October 3, 2005, I spoke with Keira Ino regarding information we furnished to you
in our letter dated September 16, 2005. The Company acknowledges that:

•

the Company is 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 filing; and

•

the Company 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.

 Our responses contained in this letter are keyed to the original
comment numbers included in the Commission’s letter dated July 6, 2005. We have filed this response letter on EDGAR under the form type label CORRESP.

Comment No. 1

 In response to the Staff’s comment with respect to our use of non-GAAP financial measures in the MD&A sections of our reports, we committed to revise our
disclosure in future filings to limit the use of these measures in the report to the extent necessary to understand our operating and financial trends and to more clearly identify this as non-GAAP information. We also stated that we would refer to
the revenue earned by our affiliated dental group practices as “patient revenue” and clearly note that this revenue was not the Company’s revenue (we refer to the Company’s revenue as our “net revenue”). Exhibit A
attached hereto reflects this revised format which we will be adopting in all future filings beginning with our quarterly report on Form 10-Q for the period ended September 30, 2005 which will be filed with the Commission and publicly available
on EDGAR on or about November 9, 2005.

 Mr. Jim Rosenberg

 October 18, 2005

 Page 2

 We do not believe it necessary to amend our previously filed reports because our revised presentation and discussion:

•

Do not provide previously omitted information,

•

Do not portray our results of operations in a different light than previously presented,

•

Do not change amounts previously reported for net revenue, operating expenses, earnings from operations, or net income, and

•

While addressing the Staff’s objective for improving clarity and transparency with the non-GAAP measures, will nonetheless not lead the readers of our financial statements to a
different conclusion than that which was based on the previous presentation and discussion.

 Comment No. 2

 As indicated
in our previous letter, the contractual obligations table included in our future filings will present only our gross contractual lease obligations, with disclosure of amounts subject to reimbursement from the affiliated dental group practices as a
footnote to the table. Additionally, we will provide a prominent discussion of our future interest obligations immediately following the table. As you requested, we have provided Exhibit B which illustrates the revised table which will be reflected
in all future filings where required, beginning with our Form 10-K for the year ending December 31, 2005.

 We do not believe it necessary to amend our previously filed report because the changes to the contractual obligations table which will be adopted in response to the Staff’s comments do not change the total mix
of information provided to readers of our financial statements and MD&A, nor would they lead a reader to conclude differently with respect to judgments about our overall liquidity.

 Comment No. 4

 At December 31, 2004, amounts accrued for estimated losses below retention levels for each of our insurance exposures did not meet the threshold requiring separate
disclosure. Article 5 of Regulation S-X requires that, with respect to current liabilities, the registrant state separately any item in excess of 5% of total current liabilities.

 Mr. Jim Rosenberg

 October 18, 2005

 Page 3

 The amount accrued for estimated workers compensation losses below retention levels is classified within the Accrued Compensation and Benefits line item in our
consolidated balance sheet and was less than 3.2% of total current liabilities. The aggregate amounts accrued for professional liability, employment practices and other insurance exposures are classified within the Accrued Expenses line item in our
consolidated balance sheet and amounted to less than 3.2% of total current liabilities.

 Please do not hesitate to contact me with any questions you may have upon review of these additional responses.

Sincerely,

 /s/ Breht T. Feigh

Breht T. Feigh

Executive Vice President,

Chief Financial Officer and Treasurer

 BTF/ans

 Attachments

 EXHIBIT A

 AMERICAN DENTAL PARTNERS, INC.

 MANAGEMENT’S DISCUSSION AND ANALYSIS OF

 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 (unaudited)

 Revenue Overview

 Our Net Revenue

 Our consolidated net revenue includes management fees earned by us pursuant to the terms of the service agreements with the affiliated dental group
practices, as well as reimbursement of clinic expenses paid by us on their behalf. Additionally, our net revenue includes fees from dental laboratory services and for professional services rendered to dental benefit providers relating to the
arrangement and provision of care to patients.

 For the
three and nine months ended September 30, 2005 and 2004 our net revenue consisted of the following (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2005

2004

2005

2004

 Reimbursement of expenses

$
—

$
32,961

$
—

$
97,936

 Business service fees

—

10,413

—

31,945

 Net revenue earned under service agreements

—

43,374

—

129,881

 Other revenue

—

1,266

—

3,867

 Net revenue

$
—

$
44,640

$
—

$
133,748

 Fees earned under
service agreements include reimbursement of expenses incurred by us on behalf of the affiliated dental group practices in connection with the operation and administration of dental facilities and service fees charged to the affiliated dental group
practices pursuant to the terms of the service agreements for management services and capital provided by us. Expenses incurred for the operation and administration of the dental facilities include salaries and benefits for non-dentist personnel
working at the dental facilities (the administrative staff and, where permitted by law, the dental assistants and hygienists), lab fees, dental supplies, office occupancy costs of the dental facilities, depreciation related to the fixed assets at
the dental facilities and other expenses such as professional fees, marketing costs and general and administrative expenses.

 As part of our objective of being the leading provider of services to dental group practices, we are continually expanding our resources and
capabilities, including vertical integration of ancillary dental activities. We work with and receive fees from dental benefit providers on behalf of dentists to arrange programs for the provision of care to their patients. In 2003, we acquired two
dental laboratories to expand our procurement capabilities. Although both activities earn revenue from dental practices not affiliated with us, we expect that the growth of both of these activities will come primarily from the growth of our
affiliated dental group practices.

 For additional
information on components of our net revenue, see Note [ ] of “Notes to Interim Consolidated Financial Statements.”

 Patient Revenue of the Affiliated Dental Group Practices

 Although we do not control, nor own any equity interests in, the affiliated
dental group practices or professional corporations (“PCs”) and, accordingly, do not consolidate their financial statements with ours, we believe it is important to understand their revenue. Most of the operating expenses incurred by us
are on behalf of the affiliated dental group practices in the operation of dental facilities. These expenses are significantly affected by the patient revenues of the affiliated dental group practices. As used in this discussion, “patient
revenue” represents revenue reported by the affiliated dental group practices earned from the provision of dental care to their patients. Patient revenue is not a measure of our financial performance under generally accepted accounting
principles because it is not our revenue. It is, however, a non-GAAP financial measure which we use, along with other financial measures, to monitor the performance of the affiliated dental group practices and to help identify and analyze operating
trends which may impact our business.

 The affiliated dental
group practices generate revenue from treating patients and receive payment from patients and dental benefit providers, or payors, under fee-for-service, PPO plans and managed care capitation plans. Patient revenue reflects the amounts billed by an
affiliated dental group practice at its established rates reduced by any contractual adjustments and allowances for uncollectible accounts. Contractual adjustments represent discounts off established rates negotiated pursuant to certain dental
benefit plan provider contracts. While payor mix varies from market to market, the aggregate payor mix of the affiliated dental group practices for the nine months ended September 30, 2005 was XX% fee-for service, XX% PPO plans, and XX%
capitated managed care plans.

 After collection of fees from
patients and third-party insurers for the provision of dental care and payment to us of our service fee and reimbursement of clinic expenses incurred by us on their behalf, the amounts remaining are used by the affiliated dental group practices for
compensation of dentists and, in certain states, dental hygienists and/or dental assistants who are employed by the affiliated dental group practices.

 The following table sets forth for the three months ended September 30, 2005 and 2004 the patient revenue of the affiliated dental group practices
and a reconciliation to our net revenue (in thousands):

Three Months Ended
September 30,

 %

 Change

Nine Months Ended
September 30,

 %

 Change

2005

2004

2005

2004

 Patient revenue - affiliated dental group practices:

 Platform dental groups affiliated with us in both periods of comparison

$
—

$
68,265

%

$
—

$
196,265

%

 Platform dental groups that completed affiliations with us during periods of comparison

—

—

—

8,230

—

 Patient revenue - affiliated dental group practices

—

68,265

—

204,495

—

 Amounts retained by affiliated dental group practices

24,891

—

74,614

—

 Net revenue earned under service agreements

$
—

$
43,374

—

$
—

$
129,881

—

 Same market patient
revenue growth was X% and X%, respectively, for the three months ended September 30, 2005 and 2004. Same market patient revenue growth excludes platform affiliations that occurred after January 1, 2004. Same market patient revenue growth
for the period was comprised of a XX% increase in provider hours, XX% improvement in provider productivity and the remainder to improved reimbursement rates received from dental benefit insurers.

 Results of Operations

 The following table sets forth our net revenue and results of operations for the three and nine months ended September 30, 2005 and 2004 (in thousands):

Three Months Ended
September 30, 2005

Three Months Ended
September 30, 2004

Amount

% of Net
Revenue

Amount

% of Net
Revenue

% Change

 Net revenue

$
—

0.0
%

$
44,640

100.0
%

-100.0
%

 Salaries and benefits

—

0.0
%

19,444

43.6

-100.0
%

 Lab fees and dental supplies

—

0.0
%

7,125

16.0

-100.0
%

 Office occupancy

—

0.0
%

5,287

11.8

-100.0
%

 Other operating expenses

—

0.0
%

4,278

9.6

-100.0
%

 General corporate expenses

—

0.0
%

2,234

5.0

-100.0
%

 Depreciation expense

—

0.0
%

1,485

3.3

-100.0
%

 Amortization of intangible assets

—

0.0
%

1,107

2.5

-100.0
%

 Total operating expenses

—

0.0
%

40,960

91.8

-100.0
%

 Earnings from operations

—

0.0
%

3,680

8.2

-100.0
%

 Interest expense, net

—

0.0
%

386

0.9

-100.0
%

 Earnings before income taxes

—

0.0
%

3,294

7.4

-100.0
%

 Income taxes

—

0.0
%

1,301

2.9

-100.0
%

 Net income

$
—

0.0
%

$
1,993

4.5
%

-100.0
%

Nine Months Ended
September 30, 2005

Nine Months Ended
September 30, 2004

Amount

% of Net
Revenue

Amount

% of Net
Revenue

% Change

 Net revenue

$
—

0.0
%

$
133,748

100.0
%

-100.0
%

 Salaries and benefits

—

0.0
%

57,906

43.3

-100.0
%

 Lab fees and dental supplies

—

0.0
%

21,485

16.1

-100.0
%

 Office occupancy

—

0.0
%

15,632

11.7

-100.0
%

 Other operating expenses

—

0.0
%

12,602

9.4

-100.0
%

 General corporate expenses

—

0.0
%

6,658

5.0

-100.0
%

 Depreciation expense

—

0.0
%

4,400

3.3

-100.0
%

 Amortization of intangible assets

—

0.0
%

3,292

2.5

-100.0
%

 Total operating expenses

—

0.0
%

121,975

91.2

-100.0
%

 Earnings from operations

—

0.0
%

11,773

8.8

-100.0
%

 Interest expense, net

—

0.0
%

1,243

0.9

-100.0
%

 Earnings before income taxes

—

0.0
%

10,530

7.9

-100.0
%

 Income taxes

—

0.0
%

4,154

3.1

-100.0
%

 Net income

$
—

0.0
%

$
6,376

4.8
%

-100.0
%

 Our Net Revenue

 Net revenue increased X.X% to $XX,XXX,XXX for the three months ended
September 30, 2005 from $XX,XXX,XXX for the three months ended September 30, 2004 and increased X.X% to $XX,XXX,XXX for the nine months ended September 30, 2005 from $XX,XXX,XXX for the nine months ended September 30, 2004. The
increase was attributable to net revenue growth realized from existing affiliates which was X% for the three and nine months ended September 30, 2005, as well as the inclusion of net revenue recognized from a platform affiliation completed in
February 2005, offset by a decrease in other revenue. The decrease in other revenue is primarily attributable to a decrease in dental laboratory fees earned from non-affiliates as a result of an increasing percentage of fees being earned from the
affiliated dental group practices.

 Net revenue from our
service agreements with Park Dental and Forward Dental accounted for approximately XX% and XX%, respectively, of consolidated net revenue for the three and nine month periods ended September 30, 2005 compared to XX% and XX%, respectively, for
the three and nine month periods ended September 30, 2004. No other service agreement or customer accounted for more than 10% of consolidated net revenue during the periods presented.

 Salaries and Benefits

 Salaries and benefits expense includes costs for personnel working for us in the dental facilities, dental laboratories and
local and regional management as well as certain contractual expenses related to the arrangement of the provision of care to patients. We generally employ the administrative staff and, where permitted by state law, the dental hygienists and dental
assistants of our affiliates. The local and regional operating management teams supervise and support the staff at the dental facilities.

 Salaries and benefits expense as a percentage of net revenue decreased to XX.X% for the three months ended September 30, 2005 from XX.X% for the
three months ended September 30, 2004 and decreased to XX.X% for the nine months ended September 30, 2005 from XX.X% for the nine months ended September 30, 2004. The decreases were primarily a combination of the current year impact
of our February 2005 platform affiliation where the affiliated dental group practice is required to employ the dental hygienists and dental assistants, thereby lowering our salaries and benefits expense in relation to net revenue, as well as staff
productivity increases at our existing operations.

 Lab Fees
and