SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 03-09

May 17, 2005

David L. Eslick
President and CEO
U.S.I. Holdings Corporation

Re:	U.S.I. Holdings Corporation
	Form 10-K for the fiscal year ended December 31, 2004
      Form 10-Q for the quarterly period ended March 31, 2005
      File No. 000-50041

Dear Mr. Eslick:

      We have reviewed your filings and have the following
comments.
We have limited our review of the above referenced filings to only
those issues addressed.  Where our comments call for disclosure,
we
think you should amend your documents in response to these
comments.
In some of our comments, we ask you to provide us with
supplemental
information so we may better understand your disclosure.  Please
amend your Form 10-K for December 31, 2004 and your Form 10-Q for
March 31, 2005, and respond to these comments within 15 business
days
or tell us when you will provide us with a response prior to the
expiration of the 15-day period.  If we have requested additional
information as well as an amendment, or if you disagree with any
comment that calls for disclosure, please provide this letter
prior
to your amendment.  You may wish to provide us with marked copies
of
the amendment to expedite our review.  Your letter should key your
responses to our comments.  Detailed letters greatly facilitate
our
review.  Please file your letter on EDGAR under the form type
label
CORRESP.  Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.

	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
filings.
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.

Form 10-K for the fiscal year ended December 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Management Overview

Primary Financial Measures, page 16

1. We note that you have included in your disclosures a caption
for
EBITDA, EBITDA margin, and Cash earnings per share.  We believe
these
measures are considered non-GAAP measures that must comply with
Item
10(e) of Regulation S-K.  We note that by excluding certain
recurring
items to determine these amounts has the effect of smoothing
earnings.  While the acceptability of a non-GAAP financial measure
that eliminates recurring items from the most comparable GAAP
measure
depends on all facts and circumstances, we do not believe that a
non-
GAAP measure that has the effect of smoothing earnings is
appropriate.  In addition, we note that amounts excluded have the
following attributes:

* There is a past pattern of these items occurring in each
reporting
period;
* The financial impact of this item will not disappear or become
immaterial in the future; and
* There is no unusual reason that the company can substantiate to
identify the special nature of this item.

These attributes raise significant questions about management`s
assertions as to the usefulness of these measures for investors
and
the appropriateness of its presentation in accordance with Item
10(e)
of Regulation S-K.  Please refer to "Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures" on our website
at
www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm that we issued
on
June 13, 2003.  As it appears that you have not adequately
disclosed
the usefulness or the appropriateness of these measures as
required
Item 10 of Regulation S-K, please remove all references to these
measures.

Contractual Obligations, pages 36-37

2. It does not appear that you included interest to be paid on the
long-term debt within this table.  Please revise the table to
include
such interest payments.  Refer to Item 303(a)(5) of Regulation S-
K.

Financial Statements

2.  Acquisitions, pages F-13 - F-14

3. Please explain to us how your practice used to determine the
value
of common shares issued for acquisitions complies with GAAP.  Also
clarify what is meant by "the effective date of the acquisition."
Please include any references to the specific paragraphs within
that
literature that supports this treatment.

7.  Redeemable Securities

Common Stock, pages F-19 - F-20

4. Please explain to us how the application of SFAS 150 resulted
in
the reclassification of a security previously outside of equity to
within equity.  Include the specific cites within that literature
that support this treatment.

15. Contingencies, page F-29

5. This note discusses several pending lawsuits and inquiries and
you
state that you cannot estimate a range of possible losses.  When
you
cannot make an estimate, please disclose the facts and
circumstances
that prevent management from making such an estimate and please
include a discussion of what is being sought in those proceedings.
In accordance with SFAS 5 and SAB 92 disclosure of the estimated
additional loss, or range of loss, that is reasonably possible, or
a
disclosure that such an estimate cannot be made is required for
each
matter discussed.  Such range at a minimum should include what the
other party in the lawsuit is seeking.

*    *    *    *

	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.

      You may contact Ibolya Ignat, Staff Accountant at 202-551-
3656
or James R. Atkinson, Accounting Branch Chief, at 202-551-3674 if
you
have questions regarding the comments. In this regard, do not
hesitate to contact me, at 202-551-3679.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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David L. Eslick
U.S.I. Holdings Corporation
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