SecProbe.io

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Mail Stop 6010

      July 15, 2005

Corey G. Prestidge, Esq.
Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue
Suite 3200
Dallas, Texas  75202

Re:	Refocus Group, Inc.

      Schedule 13E-3
      Filed June 16, 2005
      File No. 005-78935

      Schedule 14A
      Filed June 16, 2005
      File No. 333-55042

      Annual Report on Form 10-KSB
      for the fiscal year ended December 31, 2004
      Filed April 6, 2005
      File No. 333-55042

Dear Mr. Prestidge:

      We have reviewed the above filings for issues related to the
Schedule 13E-3 and have the following comments.  Where indicated,
we
think you should revise the documents 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.  In some of our
comments,
we may ask you to provide us with information so we may better
understand the disclosure.  After reviewing this information, we
may
raise additional comments.
      Please understand that the purpose of our review process is
to
assist you in the compliance with the applicable disclosure
requirements and to enhance the overall disclosure in the filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedule 13E-3/A
General
1. Rule 13e-3 requires that each issuer and affiliate engaged in a
going private transaction file a Schedule 13E-3 and furnish the
required disclosures.  Medcare Investment Fund III, Ltd., which
appears to be controlled by Medcare GP Corp, Inc., Thomas W.
Lyles,
Jr. and James R. Leninger, M.D., beneficially owns more than a
majority of the subject company`s voting securities, therefore
each
of those entities and individuals appear to be an affiliate
engaged
in the Rule 13e-3 transaction, and would, therefore, be required
to
comply with the filing, disclosure and dissemination requirements
of
Rule 13e-3.  See Rule 13e-3(a)(1) and Rule 13e-3(b)(2).  Please
provide us with your analysis as to why those individuals and
entities would not be subject to those requirements or revise the
filings as appropriate.  In addition, please provide us with your
analysis regarding whether any additional officers and directors
of
the company are affiliates engaged in the going private
transaction.
Please note that each filing person must individually comply with
the
filing, dissemination, disclosure and signature requirements of
Schedule 13E-3.  Therefore, you will need to include all of the
information required by Schedule 13E-3 and its instructions for
any
filing persons added in response to the preceding paragraph of
this
comment.  For example, include a statement as to whether each
person
believes the Rule 13e-3 transaction to be fair to unaffiliated
security holders and an analysis of the material factors upon
which
s/he relied in reaching such a conclusion.  See Item 8 of Schedule
13E-3, Item 1014 of Regulation M-A and Question and Answer No. 5
of
Exchange Act Release No. 34-17719 (April 13, 1981).
2. Instruction C to Schedule 13E-3 provides, among other things,
that
the disclosures required by Items 3, 5, 6, 10 and 11 of Schedule
13E-
3 must be provided with respect to the executive officers and
directors of each filing person, and each person controlling each
filing person.  To the extent applicable, please provide the
information required by Items 3, 5, 6, 10 and 11 for each person
called for by Instruction C with respect to any filing person that
you add to your Schedule 13E-3 in response to the prior comment.
3. Please provide an analysis addressing whether the Rule 13e-3
transaction began when the Board entered into the Medcare
transaction.  See Rule 13e-3(a)(3).  In that regard we note your
disclosure on page 16 regarding management`s discussions with
Medcare.
Item 12.  The Solicitation or Recommendation, page 6

4. Please disclose how each executive officer, director or
affiliate
of the company currently intends to vote their securities,
including
any securities for which the person has proxy authority.  Refer to
Item 1012(e) of Regulation M-A.
Item 13.  Financial Statements, page 7
5. Please revise to include the summary information required by
Item
1010(c)(5) of Regulation M-A.
6. Please be sure to update the filings to incorporate by
reference
the financial information contained in the subject company`s most
recent annual or quarterly reports that it has filed under the
Exchange Act prior to finalizing the Schedule 13E-3 and to further
update the disclosure as appropriate.
Schedule 14A
General
7. State the date by which consents are to be submitted if state
law
requires that such a date be specified or if the company intends
to
set a date.  Refer to Item 1(a) of Schedule 14A.
8. Rule 14a-4(b)(1) requires you to separately break out on the
proxy
card each matter to be voted on. Separate matters may be cross-
conditioned upon one another, such that one will not pass unless
the
other does. See the September 2004 interim supplement to the
Division
of Corporation Finance`s Manual of Publicly Available Telephone
Interpretations (available on our web site at www.sec.gov). We
believe the reverse and forward stock splits are separate matters
that should be presented separately on the proxy card for
shareholder
vote. Please revise to allow shareholders to separately vote on
the
reverse and forward stock splits, or explain why, based on our
telephone interpretation, separation is not required.

Summary Term Sheet, page i
9. Provide a brief statement indicating that stockholders will not
have appraisal rights.
Reverse/Forward Stock Split, page i
10. Please clarify in the last bullet point that upon the
suspension
of the company`s filing obligations under the Exchange Act that
the
common stock will no longer be eligible for quotation on the OTC
Bulletin Board.
Purposes of, and Reasons for, the Reverse/Forward Stock Split,
page
ii

11. We note the disclosure that the reverse stock split will
benefit
the company based on a variety of factors, such as the reduction
of
costs.  In this section, please briefly discuss the purpose the
transaction serves for the company`s unaffiliated stockholders
holding more than 2,000 shares of common stock and as such will
not
fully participate in the going private transaction as a means of
liquidity and who will own what will presumably be more illiquid
securities.
Special Factors, page 1
12. Please revise to ensure that you include a reasonably thorough
discussion of the detriments of the reverse stock split.  See
Instruction 2 to Item 1013 of Regulation M-A.  In the alternative,
relocate the disclosure to that effect that appears on page 30 to
this section.  See Instruction E to Schedule 13e-3.

13. To the extent practicable, please quantify the estimated costs
associated with undertaking the alternative methods of going
private
discussed.

14. Expand your disclosure regarding the alternatives considered
to
discuss the other sources of financing/change of control
transactions
referenced on page 28 that were considered and why the going
private
transaction was deemed superior.
15. Provide the disclosure required by Item 1013(d) for each
filing
person, including, but not limited to, each filing person`s
interest
in the net earnings of the company in terms of both dollar amounts
and percentages.  See Instructions 3 to Item 13 of Regulation M-A.
Fairness of the Transaction, page 12
16. We remind you that each filing person must expressly indicate
and
discuss whether they believe the transaction is substantively and
procedurally fair to unaffiliated shareholders.  Refer to Item 8
of
Schedule 13E-3 and Q&A No. 5 in Exchange Act Release No. 34-17719
(April 13, 1981).
17. We note your statement on pages iii and 17 that the Board and
the
Strategic Initiatives Committee each adopted the analyses and
conclusions contained in the financial opinion.  In this section,
please note the extent to which any filing person is relying on
Hill
Schwartz`s analysis to satisfy any of the Item 1014 requirements.
Refer to Item 1014(b) of Regulation M-A and Question & Answers
Nos. 5
and 21 in Exchange Release No. 34-17719 (April 13, 1981).
Furthermore, please note that a filing person cannot insulate
itself
from liability by relying upon another`s analyses which do not
comply
with the specific disclosure requirements of Schedule 13E-3.
Finally, we note that the opinion is limited to fairness towards
unaffiliated holders being cashed out, and does not address
fairness
towards unaffiliated holders who will remain as shareholders of
the
company.  Please revise as appropriate.
18. Please provide a discussion of the factors the Board or the
Strategic Initiatives Committee considered in determining fairness
to
explain the extent, if any, to which the fairness determination
was
based on the factors listed in Instruction 2 to Item 1014 of
Regulation M-A, including net book value, going concern value and
liquidation value. If any of these factors were disregarded or not
considered despite being material, please discuss the reasons why
those factors were disregarded or not considered.  If any of these
factors indicated a higher value than the $0.35 per share to be
paid
to the unaffiliated shareholders, the discussion should address
that
difference and include a statement as to the basis for the belief
that the transaction is fair despite the difference in value.  To
the
extent the Board did not consider one or more of the factors
listed
in Instruction 2 to Item 1014 of Regulation M-A, state that and
explain why the factor(s) were not deemed material or relevant.
See
Question and Answer Nos. 20 and 21 of Exchange Act Release No. 34-
17719.  See Item 1014(b) of Regulation M-A and Questions 20 and 21
in
Exchange Act Release No. 17719 (April 13, 1981).
19. In addition, clarify how the Board reached a conclusion that
the
transaction is procedurally fair in the absence of the procedural
safeguards set forth in Items 1014(c), (d) and (e) of Regulation
M-A
and the lack of appraisal rights.  Address this point in light of
the
fact that all the company`s management-related shareholders who
will
retain their investment in the company are also the affiliates who
determined to effectuate the reverse stock split, reject other
alternatives and set the price to be paid in lieu of fractional
shares.

20. Expand your discussion to explain why this form of going
private
transaction is fair to unaffiliated shareholders in light of the
competing change of control transactions referenced on page 28.
Opinion of Financial Advisor, page 16
21. Please file any written materials prepared by Hill Schwartz in
connection with its fairness opinion that are not included as
exhibits to the filing, including any "board books," draft
fairness
opinions provided to the Strategic Initiatives Committee or the
board
of directors and any summaries of presentations made to the
Strategic
Initiatives Committee or the board of directors.  In addition,
each
presentation, discussion, or report held with or presented by Hill
Schwartz, whether oral or written, preliminary or final, is a
separate report that requires a reasonably detailed description
meeting the requirements of Item 1015 of Regulation M-A.  In that
regard, it appears that the opinion received from Hill Schwartz
for
the Medcare transaction may be an Item 1015 report.
22. Please expand the description of the Hill Schwartz fairness
opinion to include a summary of the instructions or any
limitations
given to Hill Schwartz by the company or by any other filing
person
regarding the preparation of the report.  See Item 1015(b)(6) of
Regulation M-A.
23. We note the disclosure that the Strategic Initiatives
Committee
selected Hill Schwartz Spilker Keller LLC to act as financial
advisor
in connection with the going private transaction, but we also note
the disclosure that the Board of Directors had previously selected
that firm to act as an advisor in connection with the Medcare
transaction and that a fee for a fairness opinion with respect to
a
going private transaction to be issued within 120 days of the
issuance of the fairness opinion relating to the Medcare
transaction
had already been negotiated.  Please revise the disclosure to
clarify
the method by which the Strategic Initiatives Committee selected
Hill
Schwartz to act as the financial advisor with respect to the going
private transaction, including whether the Strategic Initiatives
Committee considered engaging any alternative advisors.
24. We note the disclosure regarding the activities Hill Schwartz
conducted in performing its analysis.  Please revise the
disclosure
to clarify which of these activities were conducted in their
entirety
again after the issuance of the fairness opinion in connection
with
the Medcare transaction and which activities were conducted on a
"bring-down" basis.
25. Please provide the disclosures required by Item 1015(b)(4) of
Regulation M-A.
26. We note your reference on page 17, both in the numbered list
and
in the subsequent paragraph, to information furnished by
management,
the Board and the Strategic Initiatives Committee to Hill
Schwartz.
Disclose all of the non-public financial forecasts that were
provided
and any projections that management helped the advisor to develop.
In addition, disclose and quantify (to the extent possible) all
material assumptions underlying the forecasts.

27. In addition, please expand the numbered list on page 17 to set
forth in greater detail the types of information that Hill
Schwartz
considered.
Analysis of the Financial Position of the Company, page 18

28. Please revise to clarify the relevance of this analysis to the
proposed going private transaction.  In addition, please quantify
each element of the analysis.
Comparable Go Private Premium Analysis, page 19

29. Please expand your disclosure to identify the comparable
companies, and indicate why they were deemed comparable.
Precedent Transactions Analysis, page 21

30. Please revise to clarify the relevance of this analysis to the
proposed going private transaction.
Discounted Cash Flow Analysis, page 21

31. Please revise to clarify the relevance of this analysis to the
proposed going private transaction. In addition, please clarify
how
the advisor determined the growth and discount rates.
Proposal No. 1 - Reverse/Forward Stock Split, page 26

Background of the Reverse/Forward Stock Split, page 27

32. To the extent practical, provide the date of every meeting
referenced.

33. Expand your discussion of the background of the reverse stock
split to describe all meetings, negotiations, contacts, etc.,
among
board members, executive officers and management.  Identify the
participants in and initiator of each negotiation or contact, and
revise your discussion of those meetings to provide the reader
with
more of a sense of the content of those discussions.  Please
revise
to address the following examples, which are not intended to be an
exhaustive list:

* indicate when the Board first began to consider its
alternatives;
* disclose who first proposed the possibility of going private and
when this occurred;
* explain when, how and with whom the subject of the going private
transaction was discussed with Medcare;
* discuss why the Board ultimately chose to pursue a transaction
with
Medcare rather than the other potential investor; and
* clarify whether either investor required that the company pursue
a
going private transaction.

Stock Certificates, page 31

34. Please revise your proxy statement in an appropriate location
to
disclose the approximate length of time between the time that the
Transfer Agent receives a letter of transmittal in proper form and
the stock certificate(s) and the date o