SecProbe.io

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Mail Stop 3561
      August 25, 2005

John G. Murphy
President and Chief Executive Officer
U.S. Helicopter Corporation
6 East Rivers Piers, Suite 216
Downtown Manhattan Heliport
New York, New York 10004

Re: 	U.S. Helicopter Corporation
	Amendment No. 3 to Registration Statement on Form SB-2
	Filed on August 17, 2005
      File No. 333-124262

Dear Mr. Murphy,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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 supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      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 and 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.

If we default under the convertible debenture...cease our
operations,
page 20

1. We note the parenthetical in the second paragraph. Please
revise
your disclosure to specify that the agreements identified in the
parenthetical constitute all of your "other agreements in the
Convertible Debenture."

If we default...shares of our common stock, page 20

2. We note that you have added a risk factor on page 20, and
additional language throughout the prospectus, that indicates that
Cornell may waive the 9.99% restriction on share ownership.
Please
clarify that pursuant to the Convertible Debenture the 9.99% share
ownership restriction may be waived by Cornell either in its sole
discretion with 60 days` notice, or without notice upon the event
of a
default.  Your disclosure should be revised throughout the
registration statement to explain clearly that Cornell possesses
two
separate waiver rights and how those rights operate.

The price you pay... participating in this offering, page 23

3. The current offering is at a fixed price and therefore this
risk
factor should be removed from the prospectus until such time that
there is an established market for the company`s common stock.

Selling Stockholders, page 24

4. We note your response to our prior comment 4.  Under a separate
heading in the Risk Factors section, please include an appropriate
discussion of the share ownership restrictions and the effect on
your
ability to access funds.

Standby Equity Distribution Agreement, page 33

5. Your revision of the last paragraph of this section is still
not
clear.  Please revise to state simply the fees expected to be
incurred
in connection with this registration statement, and that the fees
to
be incurred in the subsequent registration of the SEDA shares are
separate and not currently known.  You may also wish to separate
the
last paragraph of this section from the preceding paragraphs in
this
section by inserting a subheading.

Liquidity and Financial Condition, page 40

6. Please revise to disclose the significant terms of the term
sheet
you signed on July 28, 2005 with a potential lessor to lease your
helicopters in 2005 and 2006, as noted on page 7.

Change in Control, page 67

7. We note the final two sentences of this section have been added
to
give comfort to your investors that Cornell will not affect a
change
in control.  We do not believe that you have adequate basis upon
which
to make representations to investors regarding Cornell`s future
intent.  Please eliminate references to Cornell`s business model
and
past transactions and revise your disclosure to state without
qualification that a change of control is possible.  Please note
that
we will not object if you retain language indicating that Cornell
has
represented to you that it does not intend to attempt to acquire
control of your company; provided that you disclose that Cornell,
regardless of such representations to you, is in no way legally
bound
or

otherwise restricted from exercising its waiver and effecting a
change
in control.  We request that similar language appearing elsewhere
in
the prospectus also be revised.

8. Please disclose the percentage of the company that would be
owned
by Cornell if it chose to waive the 9.99% share ownership
restriction
and acquire the maximum number of shares available to it under the
Debenture.

*	*	*

Closing

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

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

      You may contact Patrick Kuhn at (202) 551-3308 or Joseph A.
Foti
at (202) 551-3816 if you have questions regarding comments on the
financial statements and related
matters.  Please contact Daniel Morris at (202) 551-3314 or me at
(202) 551-3201 with any other questions.

      Sincerely,

Letty G. Lynn
Reviewer
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U.S. Helicopter Corporation
August 25, 2005
Page 1

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