SecProbe.io

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Mail Stop 6010

      	October 26, 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 October 19, 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

Fairness of the Transaction, page 14
1. We note the revised disclosure you have provided in response to
comment 2 in our letter dated September 20, 2005.  We also note
that
of the outstanding shares held by non-affiliates, 98% of such
shares
are held by stockholders who will not be cashed out in the
reverse/forward stock split, that after the going-private
transactions such stockholders will face decreased liquidity and
receive less, if any, information regarding the company and its
operating results, that an insufficient level of trading volume in
the common stock may prevent such stockholders from selling their
shares so as to reduce their ownership to a level where they would
be
entitled to a cash payment for their shares, and that the fairness
opinion only addressed the fairness of the consideration to be
paid
to the stockholders to be cashed out in the going private
transaction.  Please continue to revise the disclosure throughout
this section to explain why each filing person believed the
transaction to be fair to unaffiliated holders who are not being
cashed out in light of these factors.
*       *       *       *
      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
October 26, 2005
Page 2

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