SecProbe.io

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                            BellaVista Capital, Inc.
                               420 Florence Street
                                    Suite 200
                               Palo Alto, CA 94301

                                  July 26, 2005

BY EDGAR TRANSMISSION AND BY OVERNIGHT DELIVERY
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Jeffrey B. Werbitt
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549
Mail Stop 3628

         RE:      BELLAVISTA CAPITAL, INC.
                  SCHEDULE 14D-9
                  FILED ON MARCH 1, 2005
                  FILE NO. 005-80316

Dear Mr. Werbitt:

     On behalf of BellaVista Capital, Inc. ("BellaVista"), I am hereby
submitting BellaVista's responses to the comments of Division of Corporation
Finance ("Division") of the Securities and Exchange Commission (the
"Commission") set forth in a letter dated July 8, 2005 (the "July 8 Letter")
regarding the above referenced Schedule 14D-9.

     For your convenience, each of the Division's comments from the July 8
Letter is included and is followed by the corresponding response of BellaVista.

ITEM 4.  THE SOLICITATION OR RECOMMENDATION, PAGE 1
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1.   DIVISION COMMENT: "Please disclose whether BellaVista or any of its
     executive officers, directors, affiliates or subsidiaries currently intend
     to tender, sell or hold the subject securities. See Item 10129(c) of
     Regulation M-A."

     BELLAVISTA RESPONSE: We have amended Schedule 14D-9 to include the
following statement: "No member of the Board and none of the Company's executive
officers, affiliates or subsidiaries intend to tender or sell any Shares in the
Offer."

2.   DIVISION COMMENT: "You disclose that the terms of the offer may not allow a
     security holder to dispose of all of its shares. Please revise your
     disclosure to more clearly explain why this supports your recommendation to
     reject MPF's offer."

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     BELLAVISTA RESPONSE: The Board, in making its recommendation to
BellaVista's shareholders, has assumed that a BellaVista shareholder who tenders
all of its BellaVista shares in connection with the Offer has done so in order
to completely divest of all of its BellaVista shares, not partially divest of
just a portion of its BellaVista shares. Based on the terms of the proposed
Offer, complete divestiture may not be possible and a BellaVista shareholder
that tenders all Shares in connection with the Offer with the objective of
complete divestiture may have that objective frustrated. In addition, any
BellaVista shareholder that unsuccessfully attempts to tender all Shares as part
of the Offer may be left holding a percentage interest in BellaVista that is too
small to afford such shareholder any influence over, or meaningful voting
interest in, BellaVista's business operations or management. These are the
explanations given in response to the Commission's comment that have been
incorporated into BellaVista's amended and revised Schedule 14D-9.

     Pursuant to the Commission's request in the Comment Letter, BellaVista
acknowledges that:

     (a) BellaVista is responsible for the adequacy and accuracy of the
     disclosure in the filings;

     (b) Staff comments or changes to disclosure in response to staff
     comments in the filings reviewed by the staff do not foreclose the
     Commission from taking any action with respect to the filing; and

     (c) BellaVista may not assert staff comments in any proceeding
     initiated by the Commission or any person under the federal securities
     laws of the United States.

     The Comment Letter indicates that BellaVista may need to send a supplement
to BellaVista's shareholders depending on BellaVista's response to the Comment
Letter. It is my understanding that our legal counsel has spoken with you and
the Commission is not requiring BellaVista to send a supplemental communication
to our shareholders. Please let me know if my understanding is incorrect or if
the Commission's view has changed based on this letter.

     If you would like to discuss any of the responses to the Division's
comments or if you would like to discuss any other matters, please contact the
undersigned at (650) 328-3060 or Jay L. Margulies of Thelen Reid & Priest LLP,
our outside special securities counsel at (408) 292-5800.

                                   Sincerely,

                                   BellaVista Capital, Inc.

                                   By:      /s/ Michael Rider
                                      -----------------------------------------
                                            Michael Rider

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