SecProbe.io

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                                 LAW OFFICES OF
                           DERENTHAL & DANNHAUSER LLP
                           ONE POST STREET, SUITE 575
                         SAN FRANCISCO, CALIFORNIA 94104
                                 (415) 981-4844
                            FACSIMILE: (415) 981-4840

                                February 22, 2005

BY EDGAR AND OVERNIGHT DELIVERY

Ms. Pamela Carmody
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street. N.W.
Washington, D.C. 20549

            Re:      BellaVista Capital, Inc. (the "Company")
                     Amendment No. 1 to Preliminary Proxy Statement on
                     Schedule 14A filed February 8, 2005
                     SEC File No. 0-30507

Dear Ms. Carmody:

         We are writing in response to the Schedule 14A filed by shareholders
Jeffrey Black and Michael Johnson (the "Proposing Shareholders"). While we await
your review of both our recent amended Schedule and that of the shareholders,
the March 14 meeting date presses us to try to frame the fundamental issue of
the proposal as soon as practicable in order that the materials may be
disseminated and the shareholders have time to consider their decision in this
matter.

         The Proposing Shareholders' proposal is, by its express terms, a
proposal to liquidate the company. Their materials misrepresent the proposal and
misrepresent both the company's business plan and their "different business
plan."

         The Proposing Shareholders contend that their proposal is not a
liquidation proposal, but the proposal of a "different business plan." They
state that their plan would preclude "new investments" and require that net
proceeds of current investments be distributed to shareholders. The sole
business of the registrant is, and has always been, making short term real
estate development loans. If it no longer makes new investments with proceeds
from investments as they mature, it does no business. As we have discussed in
our prior correspondence, the proposed adoption of "a detailed plan to sell the

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Ms. Pamela Carmody
February 22, 2005
Page 2

company's remaining assets" and distribute all proceeds not required for current
and contingent liabilities is, notwithstanding their assertions, a proposal to
liquidate the company.

         The Proposing Shareholders state that "nothing we propose is intended
to preclude management from . . . recapitalizing, restructuring, or otherwise
raising new capital." They contend that there are "any number of . . .
approaches . . . to otherwise utilize the specific `assets' management has
identified . . . such as the `pipeline of investment opportunities' and their
$90 million net operating loss." Such statements are false and misleading. If
the company does not do any new business by making further investments and
distributes all net operating proceeds, it will self liquidate and will neither
be able to attract new capital, nor to exploit investment opportunities or its
net operating loss. The company has spent the last eight months exploring
possible strategic alternatives, none of which have been deemed desirable or
reached fruition, but all possible courses of action would require that the
company continue to do business and would not have been feasible during, or
compatible with, a business plan directed toward a liquidation. The Proposing
Shareholders must not be permitted to assert that their "intent" defines the
proposal, when the inevitable result of the company pursuing the course set by
the proposal is liquidation.

         We would note that the only logical inference from the Proposing
Shareholders statements is that the company, once all of its real estate
investments have been sold or matured and all the net proceeds distributed,
would continue to exist indefinitely as a shell, with all of its shareholders
remaining holders of shares in the shell corporation. If that is in fact the
proposal, the Proposing Shareholders should so state. None of the other
"approaches" so casually thrown out in their materials has any bearing on the
company if it pursues the course directed by the proposal.

         In describing the proposal as merely an advisory proposal of an
alternative business plan, the Proposing Shareholders make another material
misstatement of fact. They make the following statement:

         "In the ordinary course of the Company's business, this is what the
Company is expected to do, under its current plan or what it would be expected
to do under the proposed plan. The plans differ at the point of how to deal with
the proceeds of those sales: the Company intends to reinvest those proceeds
(emphasis added) in other investments; the Soliciting Shareholders' proposed
plan would preclude new investments and direct that the proceeds be distributed
to shareholders, allowing for reasonable reserves."

         This statement is false and misleading in two significant respects. The
company has made clear its current business plan in its recent periodic and
current reports. As noted therein and in communications to all shareholders, the
company's current business plan would do much more than oversee the liquidation
of its investments, but would involve the ongoing management of new investment

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Ms. Pamela Carmody
February 22, 2005
Page 3

opportunities to increase the value of the company's assets and thus increase
the potential share value. The Proposing Shareholders' further state that the
only distinction in the two business plans is in the disposition of investment
proceeds: the proposal would result in distribution to shareholders and the
company's plan is to reinvest proceeds. In fact, as clearly stated in all of the
company's published disclosure concerning its business plan and its proposed use
of investment proceeds, the company intends to resume regular payment of
dividends in the near future. Furthermore, it is the company's expressed
intention to attempt to provide ongoing liquidity with periodic tender offers,
as company capital resources permit.

         We believe that the Proposing Shareholders are attempting to create the
impression that approval of the proposal will not represent a fundamental change
in the company, but merely a minor adjustment in its "ordinary course of
business."

         The Proposing Shareholders' materials contain a number of other matters
with which the company may take issue, but it will do so in its own materials or
at the scheduled meeting. The registrant believes, however, that to expedite
both sets of materials for distribution to shareholders, the Proposing
Shareholders must be required to clearly state in their materials that the
intended and only practical result of approval of the proposal is the
liquidation of the company. Secondly, the Proposing Shareholders must not be
permitted to misrepresent the company's publicly disclosed business plan as
excluding the use of investment proceeds to generate both distributions to
shareholders and other opportunities for liquidity.

         Please contact me with any further questions or comments you may have
concerning this filing.

                                Very truly yours,

                                Paul J. Derenthal

cc:      Johanna Vega Losert, Esq.
         Mr. Michael Rider

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