SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>upload.txt
<DESCRIPTION>CMT LTR - ITEM 401 8K - 122204 - KRW
<TEXT>

Mail Stop 03-09
							December 22, 2004

Mr. Alan Gold
President and Chief Executive Officer
U.S. Neurosurgical, Inc.
2400 Research Blvd. Suite 325
Rockville, Maryland 20850

RE:	U.S. Neurosurgical, Inc.
	Form 8-K filed December 16, 2004
            File No. 000-26575

Dear Mr. Gold:

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your document 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.  We
welcome
any questions you may have about our comments.  Feel free to
contact
us at the telephone numbers listed at the end of this letter.
1. Please revise the disclosure in the filing to state if there
were
any disagreements during the two most recent fiscal years and the
subsequent interim period through the date of dismissal.  See Item
304(a)(1)(iv) of Regulation S-K and revise accordingly.
2. In providing the disclosures required by Item 304(a)(1)(v) of
Regulation S-K, please specifically address the two most recent
fiscal years and the subsequent interim period through the date of
dismissal of the former accountant.  Regarding the two most recent
fiscal years, it is not appropriate to state "in connection with
the
audit".  Please revise accordingly.
3. The second paragraph stipulates that you filed a copy of the
Eisner letter, dated November 24, 2004 as Exhibit 16.1.  The
Exhibit
was not filed.  Please amend the report to include a letter from
Eisner LLP.
4. In providing the disclosure required by Item 304(a)(2), please
revise disclosures to indicate that the Company has not consulted
with Goodman & Co. during the two most recent fiscal year and the
interim period through date of engagement or advise appropriately.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  Since
the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging 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 in the filings reviewed by the staff 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.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

The amendment requested should be filed via EDGAR within 5
business
days of the date of this letter and should be reviewed by the
former
accountants.  The letter required by Exhibit 16 should cover the
revised disclosures.  Please note that if you require longer than
5
business days to respond, you should contact the staff immediately
to
request additional time.  Direct any questions regarding the above
to
me at (202) 942-7332

							Sincerely,

							Kevin Woody
						            Staff Accountant

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Mr. Alan Gold
U.S. Neurosurgical, Inc.
Page 2

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