SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0309

							May 9, 2005

Ernest J. Newborn, II, Esq.
Senior Vice President, General Counsel and Secretary
USI Holdings Corporation
555 Pleasantville Road, Suite 160 South
Briarcliff Manor, NY  10510

Re:	USI Holdings Corporation
	Registration Statement on Form S-3
	File Number 333-124494

Dear Mr. Newborn:

      We have limited our review of the above referenced filing to
only the matters addressed herein.  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.

      First, we will be monitoring your accounting disclosure in
the
Form 10-K for the period ended December 31, 2004.  You will be
receiving our accounting comments under separate cover.  All
comments
will need to be fully resolved before we take final action on the
registration statement.

      Second, please tell us whether any of the selling
stockholders
is a broker-dealer or an affiliate of a broker-dealer.  If any
selling shareholders are registered broker-dealers, please revise
to
identify such parties as underwriters.  The only exception to this
position is if the selling shareholder received the shares as
underwriting compensation. If any of the selling shareholders are
affiliates of broker-dealers, please revise to state that the
selling
shareholder received the shares in the ordinary course of business
and has not agreement to directly or indirectly engage in a
distribution of the shares.  If a selling shareholder is not able
to
make such representations, then revise to identify such selling
shareholder as an underwriter.

	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
for
an informed decision.  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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	Please contact Song P. Brandon at (202) 942-2831 or me at
(202)
942-1840 with any questions.

							Sincerely,

							Jeffrey P. Riedler
							Assistant Director

cc:	Brian M. Katz, Esq.
	Pepper Hamilton LLP
	3000 Two Logan Square
	Philadelphia, PA  19103-2799
??

??

??

??

Ernest J. Newborn, II, Esq.
USI Holdings Corporation
May 9, 2005
Page 1

</TEXT>
</DOCUMENT>