SecProbe.io

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Mail Stop 0309								December 10,
2004

Michael Tarvin, Esq.
Select Medical Corporation
4716 Old Gettysburg Road
Mechanicsburg, Pennsylvania 17055

Re:		Select Medical Corporation
      Proxy Statement on Schedule 14A, Schedule 13E-3
      and all included and incorporated documents
      File No. 1-31441, Filed November 12, 2004

Dear Mr. Tarvin:

      We have reviewed your filings 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Schedule 13E-3
1. We note that certain members of management have the opportunity
to
subscribe for equity interests in the surviving entity and will
remain with the company.  It appears that these members of
management
should be filing persons on the Schedule 13E-3.  Refer to section
II.
D. 3. of our Current Issues Outline, publicly available on our
website, www.sec.gov, for further guidance on the determination of
when members of senior management become affiliates engaged in the
Rule 13e-3 transaction.  Please advise.

Item 3.  Identity and Background of Filing Person
2. It is unclear why the information with respect WCAS IX
Associates
LLC disclosed in this Item is not included in the Schedule 14A,
including disclosure of the directors, executive officers and
control
persons identified here.

Schedule 14A
General
3. On a supplemental basis, please confirm that your proxy
information statement will be provided to your shareholders at
least
20 business days prior to the meeting date.
4. Please provide us with a courtesy copy of your proxy card.

Cover Letter
5. It appears that many of your officers and directors have
financial
interests that are distinct from the interests of stockholders
generally.  You should make a statement to this effect in your
discussion of continuing investors.  That statement should briefly
summarize the interests that you have set forth on pages 4-5 of
the
proxy statement.  See Item 5(a) of Schedule 14A.
6. In addition, you have indicated that the two members of the
special committee "will, like all other stock holders and option
holders, receive cash payments for their shares and options."
This
statement implies that the interests of the special committee are
the
same as those of the unaffiliated stockholders generally.  The
vast
majority of unaffiliated stockholders, however, do not own stock
options and it appears that all options will be cashed out,
including
those that have not vested.  As a result, members of the special
committee will be receiving compensation exceeding $1.2M for their
options. The document should be revised to remove the implication
that the special committee`s interest in the transaction is
aligned
with the interests of the unaffiliated stockholders.
Therefore, on page 1 and in each place in the document where the
disclosure regarding the special committee`s interests not
differing
from holders generally is stated or implied, discuss and quantify
any
benefits any member of the special committee will realize as a
result
of the transaction which differ from those received by
stockholders
generally.  In each case, the discussion should reference not only
the stock options, but also any other benefits that members of the
special committee will realize as a result of the transaction with
explicit disclosure indicating that the interests of the committee
members and stockholders generally may not be aligned.  In your
response letter, please advise us of each page where revisions are
made.
7. You state that the independent members of the board unanimously
determined that the merger is fair, advisable and in the best
interests of the Company.  Disclose the percentage of the vote of
the
common shares that these parties control.

Summary, p. 1
Stockholder Vote Required to Approve the Merger, page 1
8. Please expand the discussion to indicate the approximate
aggregate
percentage of votes controlled by Holdings, Acquisition Corp.,
Welsh
Carson, their respective affiliates, their co-investors and the
continuing investors.  In addition, please state the number of
votes
abstaining or voting against the merger that will result in the
disapproval of the merger.

Opinion of the Board of Directors Financial Advisor, p.2
9. You should mention and quantify Bank of America`s fee, any
additional success fee, and, if true, state that the success fee
will
only be paid if the transaction is completed and the corresponding
percentage of the firm`s compensation in connection with the
transaction.  You should also include this information in the
section
titled Opinion of the Board of Directors Financial Advisor and in
each other section where the information is relevant.

Interests of Select Directors and Executive Officers, p. 6
10. This section should not be limited to directors and officers
and
should include disclosure relating to other parties, such as BofA.
You should include BofA`s fee in the transaction (with the success
fee explained and disclosed) as well as any interest of any BofA
employee in the transaction.  The subheading should also be
revised
accordingly.
11. Please expand the discussion to indicate whether and how the
percentage ownership of the directors and management,
respectively,
may change as a result of the merger.
12. Please expand the discussion in the third bullet to explain in
greater detail what you mean by "another public offering," the
nature
and purpose of "another public offering," and the reason for this
offering in light of the current "going private" transaction.  In
this regard, we note that it appears the equity incentive plan
cannot
exceed 1% of the fully-diluted common stock unless Select
completes
another public offering and that you anticipate the percentage of
options granted under the plan to be 15% of the fully-diluted
common
stock after the merger.

Regulatory approvals, p. 6
13. Please disclose the amount of the filing fee that will be paid
in
connection with your HSR filing and who will pay it.  In addition,
you should state explicitly that the HSR Act places the
responsibility for filing fees on the acquirer.  If the Company is
paying any portion of the fees, please explain why the Company
agreed
to accept these expenses.

Fees and Expenses of the Merger, page 7
14. Please expand the discussion to quantify the aggregate amount
of
expenses and fees that Select will pay in connection with the
merger,
including reimbursement fees and expenses.

Litigation Challenging the Merger, p. 7
15. Please disclose the amount of the claims for rescission and
for
damages, respectively.

Solicitation of Transactions, p. 7
16. Briefly describe the nature of the fiduciary obligations
described in the section.  Please also disclose that the
termination
fee could have the effect of deterring third-parties from making a
superior offer to the Company.
17. Please disclose whether the Company has received any interest
from other parties in making an offer to the Company and the basic
terms of such offer, if any.  Bifurcate the disclosure between the
period prior to November 6 and after.

Conditions of the merger, p. 8
18. Please disclose whether any of the conditions are waivable and
the circumstances under which a waiver may be granted.

Questions and Answers About the Merger, p.11
19. To the extent that there is significant overlap of immaterial
information between the Term Sheet Summary and the Q&A, please
consider removing some disclosure to avoid unnecessary repetition.
20. In the question relating to the role played by the special
committee, you indicate that the committee retained certain legal
and
financial advisors.  Please disclose whether or not the special
committee retained an unaffiliated representative to act solely on
behalf of unaffiliated security holders for purposes of
negotiating
the terms of the transaction and/or preparing a report concerning
the
fairness of the transaction.  See Item 1013(d) of Regulation S-K
and
General Instruction E to Schedule 13E-3.
21. In several places in the filing, you state that the directors
and
officers of the Company will hold substantially similar positions
after the merger.  If applicable, please disclose whether any
executive officers or directors will be leaving the Company after
the
merger.
22. The premiums paid above market price represent material
information that should be disclosed either in the summary or in
the
Q&A.  Please revise your disclosure accordingly.
Special Factors, p. 20
Background of the Merger, p. 20
23. Please indicate each meeting where any interested director or
officer was present, naming such persons individually.  Please
also
disclose any meetings in which representatives or affiliates of
these
interested persons participated.
24. For each meeting you describe, please briefly disclose any
actions that the participants agreed to undertake, either through
resolutions or through informal agreement.
25. You indicate that the special committee considered as a
significant factor the impact of new CMS regulations on
reimbursement.  Please briefly summarize the quantitative impact
of
the regulations that was contained in BofA`s analysis.
26. Please disclose whether the potential purchaser that entered
into
the confidentiality agreement made an offer or otherwise indicated
that it was willing to pay price exceeding $18 per share.  If so,
please disclose the circumstances that it would not proceed
further,
including any stated reasons for its decision.
27. We note that BofA made many presentations to the special
committee (beyond what you have filed as exhibits).  These
presentations should be included as exhibits to the Schedule 13E-3
and must be summarized in considerable detail and filed as
exhibits
pursuant to Item 9 of Schedule 13E-3.

Recommendation of the Special Committee..., p.26
28. Many of the bullet points discussing matters that were
considered
can be consolidated to avoid repetition.  Please revise your
disclosure accordingly.
29. Quantify the factors considered to the extent practicable.
For
example, we note that the special committee considered the CMS
reforms with respect to reimbursement.  Did the special committee
estimate these expenses?  If they did, please disclose this
estimate.
If they did not, then explain how this factor was considered.
30. In addition, on page 30, you indicate that the special
committee
discussed risks and negative aspects of the merger.  Please
elaborate
on your point that certain parties, including the continuing
investors, have interests that differ from the shareholders.
Please
explain exactly what those interests are and how they differ from
the
shareholders generally.  You should also disclose the interests of
the special committee that are distinct from the interests of the
unaffiliated stockholders.  To the extent possible, you should
quantify those interests.
31.  You have stated that the risk for changes in CMS regulations
will rest with Select and not the Company.  Do those risks include
the risks associated with the reimbursement issues that you have
described throughout the proxy statement?  If so, such provisions
would appear to be inconsistent with the stated purposes of the
transaction and would appear to eviscerate much of your premium,
as
noted in your graph "annotated stock price performance" attached
to
Schedule 13E-3.  Please advise.
32.  Please disclose whether the Board considered any of the
negative
aspects of the merger.  If so, please disclose the subject of
those
considerations and the conclusions that emanated from that
discussion.
33. Please disclose whether the special committee or the board
considered the possibility of derivative actions as a result of
the
transaction and the possibility that those transactions might
adversely affect the merger and the steps taken to minimize the
possibility of such actions.
34. Please summarize the alternatives the special committee or the
Board considered to attract investor interest and increase
shareholder value without selling the company.  In each case,
disclose the advantages and disadvantages of the alternative and
explain why the Company rejected that alternative in favor of the
transaction with Welsh Carson.  See Item 1013(b) of Regulation M-
A.
35. We note your reference in the last complete paragraph on page
30
that the discussion pertained to certain material factors
considered
by the special committee.  Please revise this section and the
related
section concerning the Board`s determination, to include a
discussion
of all material factors, both positive and negative, considered by
the special committee and board, respectively.

Opinion of the Financial Advisor, p. 32
36. Throughout the different comparable analyses, you indicate the
inclusion of qualitative, non-mathematical considerations.  In
each
case, it appears that the removal of comparables from the top of
the
range was more dramatic than removals from the bottom, indicating
that your qualitative adjustments had the effect of decreasing the
value of Company.  In each case, you should be more specific in
describing which companies were dropped from these analyses and
explain why this occurred.  You should also disclose the
quantitative
impact of these adjustments.
37. In each case where you provide some kind of comparable
analysis,
please disclose the criteria used in selecting the comparable
companies. If any companies meeting the criteria were excluded
from
your analysis, please revise to disclose this information and to
explain the basis for their exclusion.
38. In the select precedent transactions, please provide more
information for each transaction, including the date of the
transaction and the multiple for the transaction.  You may provide
this disclosure by adding columns to your tabular list of
transactions. Also, if there were any companies meeting the
selection
criteria that were excluded from your analysis please disclose and
disclose the basis for their exclusion.
39. Please disclose more information on your DCF calculations.
Include the growth rates that were used and how you reached your
terminal value multiples and discount rates.  Please
supplementally
provide us with your wacc calculations.

Position of the Buying Group as to the fairness of the
transaction,
p. 38
40. This discussion generally should include each filing person`s
consideration of each of the factors listed in Instruction 2 to
Item
1014 of Regulation M-A.  It does not appear that all factors have
been fully addressed.
41. Please state whether the continuing investors adopted the
analyses contained in the fairness opinion.  As you know, if a
filing
person relied on the analysis of another, such as the board or the
financial advisor, it must expressly adopt the conclusion and
analyses of the party that performed the Item 1014(b) analysis in
order to fulfill its disclosure obligation.  Also, if any filing
person did not consider one or more of the factors material or
relevant to its determination, state that and explain why the
factor(s) were not deemed important or relevant.  See Exchange Act
Release No. 17719 (April 13, 1981).  Question & Answer