SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
                                                               December 13, 2004

VIA EDGAR AND
-------------
FEDERAL EXPRESS
---------------

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

                Re:      VANGUARD HEALTH HOLDING COMPANY I, LLC
                         --------------------------------------
                         VANGUARD HOLDING COMPANY I, INC.
                         --------------------------------
                         VANGUARD HEALTH HOLDING COMPANY II, LLC
                         ---------------------------------------
                         VANGUARD HOLDING COMPANY II, INC.
                         ---------------------------------
                         REGISTRATION STATEMENT ON FORM S-4, FILE NO. 333-120436
                         FILED ON NOVEMBER 12, 2004

Ladies and Gentlemen:

         On behalf of Vanguard Health Holding Company I, LLC, a limited
liability company organized under the laws of Delaware ("VHS Holdco I"),
Vanguard Holding Company I, Inc., a Delaware corporation (the "Discount Notes
Co-issuer" and together with VHS Holdco I, the "Discount Notes Issuers"),
Vanguard Health Holding Company II, LLC, a limited liability company organized
under the laws of Delaware ("VHS Holdco II") and Vanguard Holding Company II,
Inc., a Delaware corporation (the "Subordinated Notes Co-issuer" and together
with VHS Holdco II, the "Subordinated Notes Issuers" and collectively with the
Discount Notes Issuers, the "Issuers") and the additional registrants listed
therein (collectively with the Issuers, the "Registrants"), we hereby submit for
your review Amendment No. 1 to the above-referenced registration statement of
the Registrants ("Amendment No. 1") originally filed with the Securities and
Exchange Commission (the "Commission") on November 12, 2004, pursuant to the
Securities Act of 1933, as amended (the "Registration Statement"). An electronic
version of Amendment No. 1 concurrently has been filed with the Commission
through the Commission's electronic data gathering, analysis and retrieval
("EDGAR") system. We have enclosed four copies of Amendment No. 1 which have
been marked to show changes made to the Registration Statement.

         The Registrants are registering the exchange offers on the Registration
Statement (as the same may be amended) in reliance on the position of the
Commission enunciated in Shearman & Sterling, available July 2, 1993 (with
respect to the participation of broker-

<PAGE>

Securities and Exchange Commission             -2-             December 13, 2004

dealers). The Registrants have further authorized us to include the following
representations to the staff ("Staff") of the Commission:

         The Registrants have not entered into any arrangement or understanding
         with any person to distribute the Exchange Notes and, to the best of
         each of the Registrants' information and belief without independent
         investigation, each person participating in the exchange offers is
         acquiring the Exchange Notes in its ordinary course of business and is
         not engaged in, does not intend to engage in, and has no arrangement or
         understanding with any person to participate in the distribution of the
         Exchange Notes. In this regard, the Registrants will disclose to each
         person participating in the exchange offers that if such person is
         participating in the exchange offers for the purpose of distributing
         the Exchange Notes, such person (i) could not rely on the staff
         position enunciated in Exxon Capital or interpretive letters to similar
         effect and (ii) must comply with registration and prospectus delivery
         requirements of the Securities Act in connection with a secondary
         resale transaction. Each Registrant acknowledges that such a secondary
         resale transaction by such person participating in the exchange offers
         for the purpose of distributing the Exchange Notes should be covered by
         an effective registration statement containing the selling
         securityholder information required by Item 507 of Regulation S-K.

         No broker-dealer has entered into any arrangement or understanding with
         the Registrants or an affiliate of the Registrants to distribute the
         Exchange Notes. The Registrants will disclose to each person
         participating in the exchange offers (through the exchange offer
         prospectus) that any broker-dealer who receives the exchange notes for
         its own account pursuant to the applicable exchange offer may be a
         statutory underwriter and must deliver a prospectus meeting the
         requirements of the Securities Act in connection with any resale of
         those exchange notes. The Registrants will also include in the letter
         of transmittal to be executed by each holder participating in the
         exchange offers that each broker-dealer that receives the Exchange
         Notes for its own account pursuant to the applicable exchange offer
         must acknowledge that it will deliver a prospectus meeting the
         requirements of the Securities Act in connection with any resale of
         those Exchange Notes and that by so acknowledging and delivering a
         prospectus, the broker-dealer will not be deemed to admit that it is an
         "underwriter" within the meaning of the Securities Act.

         In addition, we are providing the following responses to the comments
contained in the comment letter of the Staff of the Commission to the
Registrants, dated November 22, 2004, relating to the Registration Statement.
For convenience of reference, the text of the comments in the Staff's letter has
been reproduced in bold herein. Please note that all page numbers in our
responses are references to the page numbers of Amendment No. 1, unless
otherwise noted.

<PAGE>

Securities and Exchange Commission             -3-             December 13, 2004

1. PLEASE NOTE THAT FOR A TRANSACTION TO FALL UNDER THE EXXON CAPITAL LINE OF
NO-ACTION LETTERS, THE NEW SECURITIES MUST BE SUBSTANTIALLY SIMILAR TO THE
ORIGINAL SECURITIES. GENERALLY, THIS MEANS BOTH SECURITIES MUST HAVE THE SAME
ISSUER. AN EXCEPTION TO THIS "SAME ISSUER" RULE EXISTS FOR SITUATIONS IN WHICH A
NEW ISSUER ASSUMES THE OBLIGATIONS OF THE ORIGINAL ISSUER. FOR THIS EXCEPTION TO
BE AVAILABLE, THE NEW ISSUER'S ASSUMPTION OF THE ORIGINAL ISSUER'S OBLIGATIONS
MUST HAVE BEEN IN A PRIVATE PLACEMENT PURSUANT TO SECTION 4(2) OF THE SECURITIES
ACT PRIOR TO THE TIME THE REGISTRATION STATEMENT IS FILED OR THE ASSUMPTION MUST
HAVE BEEN CONTEMPLATED IN THE TERMS OF THE ORIGINAL ISSUANCE OF SECURITIES.
PLEASE PROVIDE A SUPPLEMENTAL ANALYSIS SUPPORTING YOUR DETERMINATION THAT THE
POSITION OUTLINED IN THE EXXON CAPITAL LINE OF NO-ACTION LETTERS IS AVAILABLE
FOR YOUR EXCHANGE OFFER.

         We note the Staff's comment and respectfully inform the Staff that the
         new securities will have the same issuers as the original securities.
         In response to the Staff's comment, we have revised the Registration
         Statement by removing Vanguard Health Systems, Inc., the parent
         guarantor, from the cover of Registration Statement and added it to the
         list of additional registrants to avoid any confusion.

2. PORTIONS OF YOUR DOCUMENT GIVE THE IMPRESSION THAT AFFILIATES OF THE COMPANY
AND BROKER-DEALERS THAT ACQUIRED THE OLD NOTES DIRECTLY FROM THE COMPANY MAY
PARTICIPATE IN THE EXCHANGE OFFER, BUT WOULD HAVE TO COMPLY WITH APPLICABLE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS. HOWEVER, BROKER-DEALERS WHO
RECEIVED SHARES IN THE PRIVATE PLACEMENT AND AFFILIATES OF YOURS ARE NOT
ELIGIBLE TO PARTICIPATE IN THE EXCHANGE OFFER. PLEASE REVISE OR ADVISE.

         We note the Staff's comment and hereby confirm that broker-dealers may
         not participate in the exchange offers with respect to outstanding
         notes acquired other than as a result of market-making activities or
         trading activities. In response to the Staff's comment, we have revised
         the cover of the prospectus and "Plan of Distribution" on page 274 of
         the Registration Statement.

3. IT APPEARS YOU ARE REGISTERING THE EXCHANGE NOTES IN RELIANCE ON THE STAFF'S
POSITION SET FORTH IN EXXON CAPITAL HOLDINGS CORPORATION (MAY 13, 1988), MORGAN
STANLEY & CO. INCORPORATED (JUNE 5, 1991), AND SHEARMAN & STERLING (JULY 2,
1993). ACCORDINGLY, PLEASE PROVIDE US WITH A SUPPLEMENTAL LETTER CONTAINING THE
STATEMENTS AND REPRESENTATIONS THAT ARE SET FORTH IN THOSE LETTERS.

         We note the Staff's comment and have included the referenced statements
         and representations in this letter.

         Please note that we have included certain changes to the Registration
Statement other than those in response to the Staff's comments.

<PAGE>

Securities and Exchange Commission             -4-             December 13, 2004

         We acknowledge your references to Rules 460 and 461 regarding
requesting acceleration of a registration statement and will endeavor to provide
for adequate time after the filing of any amendment for further review before
submitting a request for acceleration and to provide any acceleration request at
least two business days in advance of the requested effective date.

         Please call Rise Norman (212-455-3080) or Tony Colarusso (212-455-2607)
of this firm with any questions you may have regarding this filing or if you
wish to discuss the above responses.

                                              Very truly yours,

                                              /s/ Simpson Thacher & Bartlett LLP

                                              SIMPSON THACHER & BARTLETT LLP

cc:  Ronald P. Soltman, Esq.

</TEXT>
</DOCUMENT>