SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010

      July 7, 2005

Mr. David L. Eslick
President and CEO
U.S.I. Holdings Corporation
555 Pleasantville Road, Suite 160 South
Briarcliff Manor, New York 10510

      Re:	U.S.I. Holdings Corporation
		Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 25, 2005
      File No. 000-50041

Dear Mr. Eslick:

      We have reviewed your response letter dated June 27, 2005 to
our letter dated May 17, 2005 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 detailed as necessary in your explanation.  In some of
our
comments, we may ask you to provide us with information so we may
better understand your disclosure.  After reviewing this
information,
we may raise additional 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 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.

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, page 13

Management Overview, page 13

Primary Financial Measures, page 16
1. Refer to your response to comment 1.  We recognize that the use
of
the non-GAAP measures EBITDA and EBITDA margin as performance
measures is not prohibited per se under the non-GAAP guidance
particularly question 8 of the FAQ.  However, we feel that the
current presentation and discussion does not provide adequate
justification for the use of this non-GAAP measure as a
performance
measure.  This is in part based on the types of charges that are
being removed from net income to arrive at this measure, which are
integral to the core operations of the business.  Please note that
the inclusion of the additional disclosures related to these
measures
does not mean that all such measures are appropriate.  Please
remove
the references to EBITDA and EBITDA margin as performance measures
from the document.

Contractual Obligations, page 36
2. Refer to your response to comment 2.  Please revise the
proposed
presentation in response to our previous comment to include
obligations related to your variable rate debt rate within the
table.
We recognize that these represent estimates related to the amounts
for each period, so also include footnoted disclosure that
addresses
this aspect of the disclosure.

Financial Statements

2.  Acquisitions, page F-13
3. Refer to your response to comment 3.  It is unclear based on
your
response how you determined the "measurement date" related to
these
acquisitions.  Please clarify for us whether you determined this
date
based on paragraph 48 or the guidance in EITF 99-12 as carried
forward by paragraph B98 of SFAS 141 in arriving at the
materiality
discussion included here.  Further provide to us what the revised
disclosure that complies with GAAP will look like.

7.  Redeemable Securities, page F-19

Common Stock, page F-19
4. Refer to your response to comment 4.  Please provide to us a
more
detailed discussion of the analysis performed to determine that
these
options should be addressed separately for accounting purposes.
Include specific references to the authoritative literature that
supports this conclusion.  Also tell us the number of shares
subject
to these options and the carrying amount of this liability for the
periods presented.

15.  Contingencies, page F-29
5. Refer to your response to comment 5.  Please revise your
disclosure to include at minimum the amounts being sought by the
other parties in the particular legal action in particular the
"McLennan" actions.  This is inherently the upper end of the range
of
the losses.  This will allow an investor to identify the maximum
exposure to which you are exposed as a result of these legal
actions.

*    *    *    *

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      You may contact Ibolya Ignat, Staff Accountant, at (202)
551-
3656, or Jim 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) 942-1803.

							Sincerely,

							Jim B. Rosenberg
							Senior Assistant Chief
Accountant

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David L. Eslick
U.S.I. Holdings Corporation
July 7, 2005
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