SecProbe.io

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Mail Stop 6010

      September 20, 2005

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

Re:	Refocus Group, Inc.
      Schedule 14A/A
      Filed August 22, 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 14A

1. We note your response to prior comment 12.  Please provide the
full disclosure required by Item 1013(d) of Regulation M-A.  In
that
regard, for each affiliate disclose that persons` interest in the
net
book value and net earnings in both dollar amounts and
percentages.
Refer to Instruction 3 to Item 1013 of Regulation M-A.  Further,
we
note that the security holders who maintain an interest in the
company and its affiliates will benefit from the company`s future
use
of operating loss carryforwards.  Quantify this benefit to the
extent
practicable.  Refer to Instruction 2 to Item 1013 of Regulation M-
A.
We may have further comments.

Fairness of the Transaction, page 13
2. We note your response to prior comment 16.  Since the fairness
opinion does not address the fairness of the transaction to
stockholders who will remain as stockholders after giving effect
to
the Reverse/Forward Stock Split, please revise your disclosure
throughout this section to explain why each filing person believed
the transaction to be fair to unaffiliated holders who are not
cashed
out.
3. Expand the disclosure throughout the fairness section to
explain
in greater detail how each factor supported or did not support the
fairness determination by each filing person towards unaffiliated
shareholders being cashed out and unaffiliated shareholders
remaining
with the company.  For example, it is unclear why the disclosure
under "significant cost and time savings for the company" would be
relevant to a fairness determination to unaffiliated shareholders
being cashed out.  Additionally, it is unclear how the potentially
insufficient level of liquidity impacted the filing persons`
fairness
determinations with regard to both categories of non-affiliated
shareholders.  Please note that these are examples only, please
carefully review and revise this section as appropriate.
4. We note your response to prior comment 18.  Please expand your
disclosure to explain in greater detail why the board did not
consider these analyses.  In addition, please revise to address
all
the items of Instruction 2 to Item 1014 of Regulation M-A for the
both the board and the Medcare persons.  For instance, please
address
Instructions 2(vi) and (vii) for the board and the Medcare persons
and Instructions 2(iii), (iv) and (v) for the Medcare persons.
5. We note your response to our prior comment 19 and your revised
disclosure.  Please continue your revisions to clarify how the
Board,
and each filing person, reached the conclusion that the
transaction
is procedurally fair in the absence of the procedural safeguards
set
forth in paragraphs (c), (d) and (e) of Item 1014 of Regulation M-
A
and the lack of appraisal rights 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.  For instance,
it
is not clear why the board "determined that these steps would be
costly and would not provide any meaningful additional benefits."
In
addition, please clarify why the Board believed the fairness
opinion
constitutes a procedural safeguard and what "other matters
discussed
in this Consent Solicitation Statement" afforded adequate
procedural
safeguards. Please clarify how those "safeguards" apply to both
cashed out and remaining unaffiliated shareholders.

6. We have reviewed your response to our prior comment 26.  We
continue to believe, however, that Item 1015(b)(6) of Regulation
M-A
requires disclosure of the information and assumptions requested
in
our prior comment 26 as the financial forecast scenario prepared
by
the company formed one of the bases for the fairness opinion.  As
such we reissue our prior comment 26.  You may include in your
revised disclosure any additional discussion or analyses to
address
the issues and concerns you have raised in your response to prior
comment 26.  Indicate what effect, if any, the contents of the
press
release filed as an exhibit to your current report on Form 8-K on
August 24, 2005 have on the assumptions upon which the financial
forecast scenario was based.
Background of the Reverse/Forward Stock Split, page 34

7. We note from your disclosure in the penultimate paragraph of
this
section that the Strategic Initiatives Committee analyzed and
calculated a price per share that it believed to be fair to be
paid
by the company to the cashed out stockholders.  Please disclose
that
price per share.  If there were any changes in the initial price
per
share as calculated by the Strategic Initiatives Committee and the
price per share now being offered to the cashed out stockholders,
please indicate the reasons for those changes.

8. We note from the events described in the ninth paragraph that
occurred on January 27, 2005 that "the Company" brought up the
possibility of going private in the initial discussion with
Medcare.
Please disclose the names of the individuals who raised this
possibility.
Consent Card

9. Please revise the consent card to indicate that each matter to
be
acted on is conditioned upon the approval of the other matters.
Please refer to Rule 14a-4(a)(3).

*       *       *       *
      As appropriate, please amend the filings in response to
these
comments.  You may wish to provide us with marked copies of the
amended filings to expedite our review.  Please furnish a cover
letter with the amended filings that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing the amended filings and
responses to our comments.
      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 material information to
investors.  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.
      Please contact Tim Buchmiller, Staff Attorney, at (202) 551-
3635, or Michael Pressman, Office of Mergers and Acquisitions, at
(202) 551-3345 if you have any questions regarding our comments.

Sincerely,

Michael Pressman
Attorney-Advisor
Office of Mergers & Acquisitions
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Corey G. Prestidge, Esq.
Jenkens & Gilchrist
September 20, 2005
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