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corresp

BOSTON

BRUSSELS

CHARLOTTE

FRANKFURT

HARRISBURG

HARTFORD

LONDON

LUXEMBOURG

MUNICH

NEW YORK

NEWPORT BEACH

PALO ALTO

PARIS

PHILADELPHIA

PRINCETON

SAN FRANCISCO

WASHINGTON

December 21, 2004

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, NW

Washington, DC 20549

Attn: Mr. Jeffrey P. Riedler

    Re:

    Select Medical Corporation

Amendment No. 1 to Proxy Statement filed on Schedule 14A,

Amendment No. 1 to Schedule 13E-3 and all included and incorporated

documents — File No. 1-31441, Filed November 12, 2004

Ladies and Gentlemen:

Select Medical Corporation (the “Company”) has today filed Amendment No. 1 (the “Amended Proxy
Statement”) to its Proxy Statement filed on Schedule 14A (the “Initial Preliminary Proxy
Statement”), and Amendment No. 1 to its Schedule 13E-3 (“Amended Schedule 13E-3”). On behalf of
the Company, we respond to the comments raised by Jeffrey P. Riedler in his letter dated December
10, 2004 to Michael E. Tarvin. For your convenience, the comments are included in this letter and
are followed by the applicable response. We also have included the supplemental information
requested by Mr. Riedler as exhibits to this letter.

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.

The Staff is supplementally advised that at the time of the filing of the Initial
Preliminary Proxy Statement, the only members of management who had reached an agreement with Welsh
Carson as to their continuing investment in the surviving corporation were those members of
management listed as continuing investors in such filing (and the related Schedule 13E-3). In
connection with the filing of this

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December 21, 2004

Page 2

Amended Proxy Statement and in response to the Staff’s comment,
the Company has listed additional members of management as continuing investors to the extent
agreements with such individuals have been reached. Such individuals, to the extent they are
affiliates of the Company, have also been added as filing persons with respect to the Amended
Schedule 13E-3. The Company expects to update its filings if and to the extent additional members
of management reach agreements with Welsh Carson regarding a continuing investment in the surviving
entity.

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.

The Staff is supplementally advised that WCAS IX Associates, LLC is the general partner
of Welsh Carson. It does not directly hold any interests in EGL Holding
Company, Acquisition Corp. or the Company, and is not expected to directly acquire any such
interests. It is listed as a member of the buying group (and accordingly, a filing person with
respect to the related Schedule 13E-3) because it is an affiliate of Welsh Carson. Accordingly,
the Company believes that the information disclosed in Item 3 to Schedule 13E-3 is required to be
included in the Schedule 13E-3, but that such information need not be included in the Amended Proxy
Statement.

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.

The Company confirms that its proxy information statement will be provided to its stockholders at
least 20 business days prior to the date of the special meeting.

4. Please provide us with a courtesy copy of your proxy card.

A copy of the Company’s proxy card is attached to the Amended Proxy Statement as filed and a copy
is enclosed with this letter for your convenience.

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.

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December 21, 2004

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The Company has revised the cover letter to include disclosure regarding the interests of the
continuing investors in response to the Staff’s comment.

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 interests 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 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.

The Company has revised the disclosure in the cover letter and on pages 2, 29, 31 and 49 in
response to the Staff’s comment.

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
common shares that these parties control.

The Company has disclosed in the cover letter the aggregate percentage of the vote of common shares
that the members of the special committee control in response to the Staff’s comment.

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,

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December 21, 2004

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please state the number of votes abstaining or voting against the merger that will result in the disapproval of the merger.

The Company has provided disclosure in the Summary Term Sheet on page 2 in response to the Staff’s
comment.

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 indicate
this information in the section titled Opinion of the Board of Directors Financial Advisor and in
each other section where the information is relevant.

The Company has provided disclosure on pages 3, 6 and 42 in response to the Staff’s comment.

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 BofA employee in the
transaction. The subheading should also be revised accordingly.

The Company has provided disclosure regarding Banc of America Securities LLC’s interests in the
merger on page 6 and 42, including the amount of Banc of America Securities LLC’s fee. The Company
has also revised the subheading of the relevant section as requested. The Staff is supplementally
advised that the Company has been informed by Banc of America Securities LLC that, other than small
amounts of common stock of the Company held by two Banc of America Securities LLC employees (1,000
and 23 shares respectively), to Banc of America Securities LLC’s
knowledge no Banc of America Securities LLC employee has any interest in the
transaction.

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.

The Company has provided disclosure on pages 4-5 comparing the current ownership of the Company of
the continuing investors and Russell L. Carson to the proposed ownership of such persons in the
surviving corporation. The Company has also expanded the disclosure on pages 49-50 to show the
change in the

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December 21, 2004

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percentage ownership of the directors and officers of the Company 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,” 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.

In response to the Staff’s comment, the Company has revised the disclosure on pages 5 and 51 to
clarify that the reference to “another public offering” was to “an initial public offering”
consummated by EGL Holding Company.

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.

The Company has provided disclosure on pages 8 and 60 to clarify that EGL Holding Company has paid
the HSR filing fee of $250,000 in accordance with the HSR Act.

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.

The Company has provided disclosure on page 8 in response to the Staff’s comment.

15. Please disclose the amount of the claims for rescission and for damages, respectively.

The Company has revised the disclosure on pages 9 and 70 to clarify that no amount of damages has
been specified in the complaints filed in connection with the disclosed litigation.

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December 21, 2004

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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.

Under Delaware law, the board of directors has fiduciary duties to the stockholders of the Company.
These duties are generally described as the duty of care and the duty of loyalty. The duty of
care requires that the directors act on a fully informed basis, and act with due care in the
process of their decision making. The duty of loyalty requires that the directors act in good
faith and in the honest belief that their actions are in the best interests of the Company and not
in a manner that involves self dealing or a conflict of interest. In general, if the board
proposes or agrees to recommend a sale or change in control of the Company in a cash transaction,
the board must attempt to obtain the best value reasonably available for stockholders.

The Company has revised the disclosure on pages 9 and 82 to disclose the potential deterring effect
of the termination fee on third parties in response to the Staff’s comment.

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.

The Company has revised the disclosure on pages 9 and 27 to clarify that no other indications of
interest or offers were received by the Company during either period.

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

The conditions to the merger are waivable at the discretion of the parties as permitted by law.
The Company has revised the disclosure on pages 10 and 87 in response to the Staff’s comment.
The Staff is supplementally advised            that the Company has no intention to waive any
condition as of this date.

19. To the extent that there is significant overlap of immaterial information between Term Sheet
Summary and the Q&A, please consider removing some disclosure to avoid unnecessary repetition.

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December 21, 2004

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The Company has deleted sections of the Q&A that were duplicative of the disclosure in the Term
Sheet Summary.

20. In the question relating to the role played by 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.

The Company has provided disclosure in the second Q&A on page 13 in response to the Staff’s
comment.

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.

The Company has revised the disclosure in the cover letter and on page 49 to state that the Company
expects the current officers of Select to remain as officers of the surviving corporation after the
merger. The Company also has revised the disclosure to state that the members of the special
committee, James E. Dalton, Jr. and David S. Chernow, and Meyer Feldberg, Leopold Swergold and
Leroy S. Zimmerman are not expected to remain as directors of the surviving corporation 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.

The Company has provided disclosure on pages 3-4 in response to the Staff’s comment.

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.

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December 21, 2004

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The Staff is supplementally advised that no interested director, interested officer or
representative or affiliate of any interested director or interested officer of the Company was
present at any meeting of the special committee. The Company has provided disclosure on page 27 to
clarify that each of Mr. Rocco A. Ortenzio, Mr. Robert A. Ortenzio, Mr. Carson and Mr. Cressey were
present at the meetings of the boar