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Correspondence Letter

 June 27, 2005

 Via Facsimile and Overnight Courier

 Jim B. Rosenberg

 Senior Assistant Chief Accountant

 Division of Corporation Finance

 United States Securities and Exchange
Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549-0405

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. Rosenberg:

 Set forth below are the responses of U.S.I. Holdings Corporation (the “Company”) to the U.S. Securities and Exchange Commission’s (the
“Commission” or the “Staff”) numbered comments contained in your letter to the Company dated May 17, 2005 (the “Comment Letter”). The responses set forth below are numbered to correspond with the numbered comments in
the Comment Letter.

 Primary Financial Measures, page 16

1.
Staff Comment: 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;

 Jim B. Rosenberg

 Page 2

 June 27, 2005

•

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/faqus/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.

 Company
Response: The Company understands the comment and in response thereto respectfully notes the following. The Company believes its description and use of EBITDA and EBITDA margin in its Form 10-K to be an acceptable presentation of
non-GAAP financial measures in accordance with Item 10(e) of Regulation S-K and in consideration of questions 8 and 15 in the Staff’s June 13, 2003 FAQ on the use of non-GAAP financial measures. Also, the Company believes that disclosure of
some non-GAAP financial measures are material for a reader’s understanding of how management views the Company’s operating performance, in the spirit of FRR-72.

 Specifically, Item 10(e) of Regulation S-K provides that the Registrant must include the following in the filing:

(A)
A presentation, with equal or greater prominence of the most directly comparable GAAP financial measure (please see pages 23 and 27 – 28 where Income (Loss) from Continuing
Operations Before Income Taxes in accordance with GAAP is presented with equal prominence to EBITDA);

(B)
A reconciliation of the differences between the non-GAAP financial measure with the most directly comparable financial measure calculated in accordance with GAAP (please see the
reconciliation of EBITDA to Net Income (Loss) in accordance with GAAP on page 23);

(C)
A statement disclosing the reasons why the registrant’s management believes that presentation of the non-GAAP financial measure provides useful information to investors
regarding the registrant’s financial condition and results of operations (please see page 24); and

 Jim B. Rosenberg

 Page 3

 June 27, 2005

(D)
To the extent material, a statement disclosing the additional purposes, if any, for which the registrant’s management uses the non-GAAP financial measure (please see page 24).

 Question 8 of the Staff’s June 13, 2003
FAQ on the use of non-GAAP financial measures provides further guidance regarding expected disclosures when using a non-GAAP performance measure that excludes recurring items. Specifically, the Staff’s response to question 8 is clear that such
a presentation may be misleading absent the following disclosure. The Company believes that it has appropriately provided the required disclosure and has adequately detailed the reasons it believes the non-GAAP financial measure was appropriate to
use in its Form 10-K at the locations specified in the parenthetical after each bullet point below:

•

The manner in which management uses the non-GAAP measure to conduct or evaluate its business (please see the first paragraph following the table on page 24);

•

The economic substance behind management’s decision to use such a measure (please see the first paragraph following the table on page 24);

•

The material limitations associated with use of the non-GAAP financial measure as compared to the use of the most directly comparable GAAP financial measure (please see the first
two paragraphs on page 17);

•

The manner in which management compensates for these limitations when using the non-GAAP financial measure (please see the reconciliation to GAAP Net income on page 23); and

•

The substantive reasons why management believes the non-GAAP financial measure provides useful information to investors (please see the second paragraph following the table on page
24).

 When the statement on page 16 is read in
conjunction with the table on page 23 and the related textual disclosures on page 24 of the 2004 Form 10-K, the Company believes that it has complied with the guidance in 10(e) and FAQs 8 and 15 for use of a non-GAAP performance measure that
eliminates certain recurring items. In future filings, the Company will include statements as to the purpose and use of any non-GAAP measures each time they are referred to in its filing rather than having simply one such statement as it does on
page 24 of the 2004 Form 10-K. Additionally, if EBITDA and EBITDA margin are used, the Company will clearly indicate that only depreciation, interest, income taxes and amortization of intangible assets are excluded

 Jim B. Rosenberg

 Page 4

 June 27, 2005

 from GAAP net income and that such measures are illustrative of operating performance since they exclude the impact of investing and financing activities,
as follows:

 “EBITDA and EBITDA Margin may be helpful in
reflecting our operating performance because EBITDA and EBITDA Margin exclude depreciation, interest, income taxes and amortization of intangible assets which are more a reflection of our financing and investing activities.”

 Management believes that its presentation of EBITDA and EBITDA margin in its
Form 10-K was material to providing a view of the Company “through the eyes of management,” as suggested in FRR-72. Because EBITDA was integral in the Company’s operating reports, incentive programs, acquisition program and strategic
objectives, to have excluded EBITDA would have undermined a primary objective of the MD&A.

 With respect to the Company’s reference to Cash earnings per share as a primary financial measure on page 16 of the 2004 Form 10-K, please note that
although the concept is referenced, the actual numerical result of the number nor its calculation is disclosed, in accordance with paragraph 33 of FAS 95 and Item 10(e) of Regulation S-K which defines a non-GAAP measure as a “numerical measure
of a registrant’s historical or future performance, financial position or cash flows…” The Company’s mention of Cash earnings per share as a primary financial measure is contained in its filings because the Company believes that
it is material to convey to its investors, and other users of its financial statements, that this is an important financial measure it uses to assess its operations, provide incentive to its executives and plan its business strategy. As stated in
the Company’s 2004 10-K, management’s business strategy is to grow Cash earnings per share by 15% per year. According to management’s interpretation of the applicable published guidance provided by the Staff, specifically FRR-72, the
Company believes that while disclosure of a per share liquidity measure would be prohibited, that nowhere in the guidance is there a prohibition on discussing that per share liquidity measures are utilized internally for management purposes and that
they are an essential part of the Company’s growth strategy. Accordingly, the Company believes that it appropriately disclosed that this measure is utilized by the Company in its internal assessments and that it properly did not disclose the
number itself or how it is calculated. The Company respectfully submits that for the foregoing reasons it be permitted to retain the disclosure on page 16 of its 2004 Form 10-K on which the Staff has commented.

 Jim B. Rosenberg

 Page 5

 June 27, 2005

 Contractual Obligations, pages 36-37

2.
Staff Comment: 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.

 Company Response: The Company understands the comment and in response thereto respectfully notes the following. The Company has referred to the instructions to Item 303(a)(5) of Regulation S-K as
suggested by the Staff and is unable to find in those instructions any express requirement to include future interest obligations (which may not become obligations if indebtedness is repaid prior to maturity) in the table. As a result, interest to
be paid was not included in the table in the Company’s 2004 Form 10-K because the Company was not aware of any requirement to do so based on its reading of Item 303(a)(5). However, having now been made aware of the Staff’s interpretation
of Item 303(a)(5), the Company respectfully requests that the Staff permit the Company to disclose the amounts of estimated future interest payments in the relevant table in subsequent Form 10-K filings.

 The Company notes that its current disclosures related to long-term debt on
pages 35 – 36 and F-16 – F-17 of its 2004 Form 10-K includes:

•

Year-end debt balances by type of obligation;

•

the range of fixed interest rates on seller notes;

•

the year-end variable interest rate on its credit facility and the mechanism by which the rate varies; and

•

future maturities of principal.

 The Company believes the foregoing request is reasonable in light of the absence of a specific instruction to include interest in the table in Item
303(a)(5) and in light of the nature and extent of the existing disclosures with respect to its long-term debt.

 Jim B. Rosenberg

 Page 6

 June 27, 2005

 Proposed prospective disclosure of interest obligations:

 “Contractual Obligations

 The table below summarizes our contractual obligations as of December 31, 2004:

 Payments due by period

Total

Less than
1 year

2-3 years

4-5 years

 After

 5 years

(in thousands)

 Credit facility

$
128,438

$
1,250

$
2,500

$
124,688

$
 —

 Other debt and capital lease obligations

27,886

10,367

12,134

5,257

128

 Fixed rate interest obligations

2,570

1,250

1,230

90

—

 Operating lease commitments

71,069

17,498

28,158

17,306

8,107

 Other

2,250

900

1,350

—

—

 Total

$
232,213

$
31,265

$
45,372

$
147,341

$
8,235

 At December 31, 2004, we had future
interest obligations under fixed rate notes, primarily acquisition related, of $2.6 million.

 Of our $156.3 million in long-term debt at December 31, 2004, $133.3 million was subject to variable interest rates, most of which is eligible to be prepaid. Based on our long-term debt subject to variable interest
rates at December 31, 200 and assuming that interest rates stay constant and we do not prepay any debt, total future interest obligations under such variable rate obligations are projected to be $12.9 million, $26.3 million, $6.8 million and zero in
less than one year, two to three years, four to five years and thereafter, respectively.”

 Financial Statements

 2. Acquisitions, pages F-13 – F-14

3.
Staff Comment: 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 specific paragraphs within that literature that supports this treatment.

 Company Response: For purposes of determining the
number and value of common shares issued for acquisitions in 2004 the Company used the twenty day average closing price of its common stock ended three days prior to the effective date of the acquisition. The “effective date” of the
business combinations is “the date assets are received and other assets are given, liabilities are assumed or incurred, or equity interests are issued” in accordance with FASB 141, par. 48. This pricing mechanism is defined in the purchase
agreements. EITF 99-12, “Determination of the Measurement Date for the Market Price of Acquirer Securities Issued in a Purchase

 Jim B. Rosenberg

 Page 7

 June 27, 2005

 Business Combination” (EITF 99-12), requires that the value of common shares be determined based on the closing market price two days prior through
two days following the measurement date. The Company has determined that the aggregate difference, for all acquisitions, resulting from the use of the value of the common shares based on the contractual terms as opposed to the guidance in EITF 99-12
was $0.7 million, or slightly less that 0.6% of total purchase price and 0.2% of total goodwill at December 31, 2004. Management believes the difference in the value of the common shares is not considered to be material. For all future business
combinations, the Company will comply with EITF 99-12.

 7.
Redeemable Securities

 Common Stock, pages F-19 –
F-20

4.
Staff Comment: 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.

 Company Response: Prior to its initial public offering (“IPO”) in October 2002, the Company issued convertible preferred
stock in connection with and as consideration for a number of its acquisitions. These securities were issued to the former owners (“Sellers” or “Holders”) of the businesses acquired. Over time the acquisitions were completed with
different classes of preferred stock. In connection with the issuance of the preferred stock, due to the illiquid nature of these securities, the Company entered into separate stock subscription agreements, containing written put options, with the
Sellers affording the Sellers the right to require the Company to redeem the preferred shares under limited circumstances as follows:

•

In the event the Holder’s employment was terminated by the employer other than for cause;

•

In the event the Holder’s employment was terminated by reason of death, incapacity or disability of the holder; and

•

In the event the Holder affirmatively exercises the written put option by written notice to the Company given within 60 days of the event giving rise to the applicable option.

 The redemption price of the shares, if they
were put to the Company, would be the then current market value and the total proceeds payable upon any such redemption would be limited to the dollar amount of the redeeming Seller’s original investment

 Jim B. Ros