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VIA FACSIMILE AND U.S. MAIL

November 15, 2005

J. Steven Evans
Vice President/Finance and Chief Accounting Officer
Medsolutions, Inc.
12750 Merit Drive, Park Central VII, Suite 770
Dallas, Texas 75251

	RE:	Form 10-KSB for Fiscal Year Ended December 31, 2004
      Forms 10-QSB for Quarters Ended March 31 and June 30, 2005
      File No. 0-32995

Dear Mr. Evans:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, 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 your disclosure.  After reviewing this
information, we may or may not 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-KSB FOR THE YEAR ENDED DECEMBER 31, 2004

General

1. Where a comment below requests additional disclosures or other
revisions, please show us what the revisions will look like in
your
response.  With the exception of the comments below that
specifically
request an amendment, all other revisions may be included in your
future filings, including your interim filings where appropriate.

Item 2.  Description of Property, page 13

2. You indicated that your landlord gave you approximately $29,000
in
the form of an allowance to make improvements to the premises.
Please
tell us how you accounted for the landlord allowance in your
financial
statements.  Please also tell us how you recorded this transaction
in
your statement of cash flows in the period that you received the
proceeds.

Management`s Discussion and Analysis or Plan of Operation, page 17

Statement of Operations Data, page 17

3. The measure you characterize as EBITDA is adjusted for items
other
than what its acronym suggests.  Please revise the measure that
you
present to adjust it only for what its acronym suggests or rename
the
measure.  Please refer to Question 14 in the June 13, 2003 FAQ
Regarding the Use of Non-GAAP Financial Measures.

4. It appears that you use EBITDA as a liquidity measure in your
filing.  Please present the disclosures required by Item 10(e) of
Regulation S-K.  In addition, your disclosures should:
* Identify the amount as a non-GAAP liquidity measure;
* Explain why your management believes that this measure provides
useful information to investors;
* Provide an equally prominent disclosure of cash flows from
operations wherever EBITDA is discussed;
* Provide a reconciliation of EBITDA to cash flow from operations;
and
* Present all three cash flow measures wherever EBITDA is
discussed.

Please refer to Item 10(e)(1) of Regulation S-K and Questions 12
and
14 from our FAQ Regarding the Use of Non-GAAP Financial Measures
dated
June 13, 2003.

Critical Accounting Policies and Procedures, page 18

5. Please revise your critical accounting policies section to
focus on
those estimates that are critical to your consolidated financial
statements.  You should include a discussion of the material
assumptions you made in arriving at the critical estimate and also
advise an investor of the financial statement impact if actual
results
differ from your estimates.  Please identify all of your critical
policies and estimates and expand your discussion to address the
following areas:
* Types of assumptions underlying the most significant and
subjective
estimates;
* Sensitivity of those estimates to deviations of actual results
from
management`s assumptions; and
* Circumstances that have resulted in revised assumptions in the
past.

      Please refer to SEC Releases 33-8098 and 33-8040.

Results of Operations - Year 2004 Compared to 2003, page 18

6. Please tell us the circumstances that resulted in the reversal
in
fiscal 2004 of employee bonuses that were earned in fiscal 2001.
Please tell us how you determined that the amounts should have
been
adjusted in fiscal 2004 rather than in an earlier period.  Please
provide support for your conclusions and cite the accounting
literature used to support your accounting.

Liquidity and Capital Resources, page 19

Other Liquidity Matters, page 21

7. You indicate that one of your stockholders loaned you a total
of
$1,000,000.  The note is convertible into common stock at the rate
of
$0.75 per share based on the principal and interest outstanding at
the
time of conversion.  Please tell us what consideration you gave to
EITF 98-5 considering that all common stock sold for cash during
the
year was within the range of $1.00 to $1.50 per share.

Financial Statements, page F-i

Consolidated Statements of Cash Flows, page F-6

8. Changes in bank overdraft are appropriately classified as
financing
activities.  You reflect changes in bank overdrafts as operating
cash
flows in 2004 and 2003.  Please tell us how you determined the
changes
in your bank overdraft represent operating activities.  See
Section
1300.15 of the AICPA Technical Questions and Answers.

Note 3 - Summary of Significant Accounting Policies, page F-9

Property, Plant & Equipment, page F-9

9. The range of useful lives for your property and equipment of 3
to
20 years is very broad.  Please separately discuss and disclose
the
types of assets that fall in each part of the range.

Goodwill and Intangible Assets, page F-10

10. Please provide us with additional information to help us
understand the appropriateness of your conclusion that goodwill
was
not impaired as of December 31, 2004, particularly in light of the
impairment of the Ameritech customer list, the lack of cash from
operations, your accumulated deficit and recurring operating
losses.
We also note that you have fully reserved your $7.5 million
deferred
tax asset.  Please provide us with your quantitative goodwill
impairment analysis performed in accordance with paragraphs 19-21
of
SFAS 142.  Please explain the basis for any material assumptions.

11. Please disclose when your annual impairment test is performed.

AmeriTech Acquisition, page F-10

12. Since you have not obtained and filed the financials of
Ameritech,
it appears that your purchase price allocations have not been
finalized.  Accordingly, it is unclear why the settlement of your
note
payable was recognized as gain from extinguishment of debt rather
than
a purchase price adjustment.  Please advise.

Revenue Recognition, page F-12

13. You indicate that revenue and associated processing costs from
waste management services are recognized at the time medical waste
is
received and prepared for processing.  It is unclear whether you
recognize revenue when received or when prepared for processing.
Please revise your revenue recognition policy to indicate when
revenue
is recognized.

Stock-Based Compensation, page F-12

14. Please include the line item for awards of stock-based
employee
compensation included in the determination of net income as
required
by paragraph 45(c)(2) of SFAS 123, as amended by SFAS 148.

Environmental Expenditures, page F-15

15. You indicate that environmental expenditures are capitalized
if
the costs mitigate or prevent future environmental contamination
or if
the costs improve existing assets` environmental safety or
efficiency.
Please tell us the amounts of capitalized environmental assets on
your
balance sheet for the periods presented.  Please also tell us what
types of environmental costs you have capitalized recently.

Note 4 -  Acquisition of Certain Assets of Ameritech
Environmental,
Inc. and Bray Medical Waste Service, page F-17

16. You indicate that net assets of $73,297 were acquired in the
acquisition of Ameritech Environmental, Inc.  Please disclose the
amounts of each component of net assets acquired with the
acquisition.

17. Please tell us the current status of your audit of AmeriTech.
Please also indicate when you plan to file the required two years
of
historical financial statements of AmeriTech.

18. In your three acquisitions, you issued shares of your common
stock
as consideration for the acquisition.  The value assigned to your
common stock was from $0.75 to $1.00.  Given that there is
currently
no public trading market for your common stock, please tell us and
disclose how you determined the market value of your common stock
and
the assumptions used in determining the assigned value.

Med-Con Solutions, Inc, page F-19

19. Please provide us with your significance analysis for the Med-
Con
Solutions acquisition in accordance with Item 310(c) of Regulation
S-
B.

Note 6 - Income Taxes, page F-21

20. Please disclose a reconciliation using percentages or dollar
amounts of the reported amount of income tax expense attributable
to
continuing operations for the year to the amount of income tax
expense
that would result from applying domestic federal statutory rates
to
pretax income from continuing operations as required by paragraph
47
of SFAS 109.

Note 11 - Stockholders` Deficiency, page F-26

Stock Issuances, page F-26

21. You indicate that you issued 115,000 shares of common stock to
two
executives.  Please disclose the executives and the amount of
shares
each executive received.  Please also tell us how you accounted
for
the issuance of these shares.  Please provide support for your
conclusions and cite the accounting literature used to support the
appropriate accounting.

Note 13 - Commitments and Contingencies, page F-29

Litigation, page F-32

22. You state that there are no legal proceedings pending or, to
your
knowledge, threatened against that will adversely affect your
financial condition.  Please revise your disclosure to clarify
whether
you believe such proceedings will adversely affect your results of
operations or cash flows.

FORM 10-QSB FOR THE PERIOD ENDED JUNE 30, 2005

Note 3 - Basis of Presentation and Accounting Policies, page 8

Stock-Based Compensation, page 9

23. You indicate that the options granted during the six months
ended
June 30, 2005 had exercise prices of $0.75 and $1.00 and vested
immediately.  Given that you issued common stock with a value of
$1.00
as consideration for the Med-Con acquisition, tell us how you
accounted for the options that had an exercise price of $0.75 and
disclose the impact on your statement of operations for the three
and
six months ended June 30, 2005, if applicable.

Item 3. Controls and Procedures, page 25

24. We note that your chief executive officer and chief financial
officer concluded that your disclosure controls and procedures
"...are
effective for gathering, analyzing and disclosing the information
that
we are required to disclose in the reports we file under the
Securities Exchange Act of 1934...are effective in timely alerting
them to material information relating...."  This is an incomplete
definition of disclosure controls and procedures per Rules 13a-
15(e)
and 15d-15(e) of the Exchange Act.  Please revise your disclosure
to
clarify, if true, that your officers concluded that your
disclosure
controls and procedures are effective to ensure that information
required to be disclosed by you in the reports that you file or
submit
under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in SEC rules and
forms.
Please also revise to clarify, if true, that your disclosure
controls
and procedures are effective to ensure that information required
to be
disclosed by you in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including its principal executive and principal financial
officers, or
persons performing similar functions, as appropriate to allow
timely
decisions regarding required disclosure.  Alternatively, simply
state
that your disclosure controls and procedures are effective, or not
effective, without providing any part of the definition of
disclosure
controls and procedures that is included in Exchange Act Rules
13a-
15(e) and 15d-15(e).

FORM 8-K/A FILED ON MAY 23, 2005

General

25. Please amend your Form 8-K to comply with the following
comments.

Unaudited Condensed Consolidated Balance Sheet, page 13

26. It is not clear whether there are pro forma adjustments
related to
the condensed consolidated balance sheet.  Please disclose whether
there are any adjustments included in this balance sheet,
preferably
using a columnar presentation similar to that used in your pro
forma
statement of operations.  If there are adjustments, each pro forma
adjustment should be referenced to a footnote that clearly
explains
its determination and material assumptions.

Unaudited Pro Forma Condensed Consolidated Statement of
Operations,
page 14

27. Each pro forma adjustment should be referenced to a footnote
that
clearly explains its determination and material assumptions.
Please
reference your adjustments to the applicable pro forma financial
statement and provide a more robust description of how these
adjustments were calculated.  Refer to Rule 11.02(b) of Regulation
S-
X.

28. Please include a pro forma statement of operations for the
fiscal
year ended December 31, 2003 in accordance with Item 310(d)(2) of
Regulation S-B.

FORM 8-K FILED ON AUGUST 31, 2005

Item 1.01 Entry into a Material Definitive Agreement

29. Please provide us with your significance analysis for the On
Call
Medical Waste Service, Ltd. acquisition in accordance with Item
310(c)
of Regulation S-B.

*    *    *    *

		Please respond to these comments within 10 business
days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your response on EDGAR as a
correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  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.
	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      You may contact Ernest Greene, Staff Accountant, at (202)
551-
3733, or in his absence, Scott Watkinson, Staff Accountant, at
(202)
551-3741, if you have questions regarding comments on the
financial
statements and related matters.
								Sincerely,

								Rufus Decker
      							Accounting Branch Chief

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Mr. J. Steven Evans
November 15, 2005
Page 1

UNITED STATES
SECURITIES AND EXC