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    GALLAGHER, BRIODY & BUTLER

COUNSELLORS AT LAW

    THOMAS P. GALLAGHER

KEVIN M. BRIODY+

JOHN K. BUTLER²

BARBARA J. COMLY*+

MARTIN J. CONROY

DEBORAH L. CARROLLU

JONATHAN M. GRISCHUK*

    PRINCETON FORRESTAL VILLAGE

155 VILLAGE BOULEVARD

2ND FLOOR

PRINCETON, NEW JERSEY 08540

______

(609) 452-6000

Fax: (609) 452-0090

    NEW YORK OFFICE

300 PARK AVENUE

17TH FLOOR

NEW YORK, NY 10022

212-938-0831

FAX: 212-938-0917

* ALSO ADMITTED IN NY

+ ALSO ADMITTED IN PA

² ALSO ADMITTED IN DC

Y ADMITTED IN NY, DC

AND CT ONLY

June 9, 2005

Via Fax: (202) 942-9527

and EDGAR

Daniel Morris, Esq.

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    U.S. Helicopter Corporation

Registration Statement on Form SB-2

File No. 333-124262

Dear Mr. Morris:

     This letter is in response to the comment letter dated May 24, 2005 relating to the
above-referenced matter and is also a follow-up to our telephone conversation with you earlier this
week. As discussed during our telephone conversation, the scope and purpose of this letter is to
address (a) comments 1-7 in the May 24 comment letter and (b) any other conceptual threshold issues
in the remaining comments so that we can receive guidance from the Staff in preparing Amendment No.
1 to the registration statement.

BACKGROUND

     The following is a brief procedural history relating to this SB-2 filing and to the issues
discussed below:

    1.
    The initial registration statement of U.S. Helicopter (“USH” or the
“Company”) on Form SB-2 was filed with the Commission on January 10, 2005 (the
“January SB-2”).

    2.
    Based on two or three telephone conversations between Max Webb, Esq. of the
Commission’s staff and our firm in the January/February time frame (on issues
pertaining primarily to (a) USH’s lender Cornell Capital Partners, LP (“Cornell”) and
(b) whether both the

D. Morris, Esq.
June 9, 2005
Page 2

    USH shares underlying the convertible debentures issued to Cornell and the USH shares issuable upon USH’s draws against the S.E.D.A. equity line could be included
in one and the same registration statement), it was determined between Mr. Webb,
our firm, and the Company that the Staff’s review of the January SB-2 would be put
on hold while the above-noted issues were further evaluated. A component of this
decision to place the filing on hold was the status of the filing’s financial
statements in light of Rule 3-12 of Regulation S-X.

    3.
    In a telephone conversation with Mr. Webb in March, 2005, Mr. Webb provided
our firm with confirmation that USH could proceed with a new filing of the
registration statement in which both the debenture shares and the S.E.D.A. shares
would be registered and that the shares held by other selling stockholders (as set
forth in the pending filing) could also be included in that same registration
statement. Accordingly, the January SB-2 was withdrawn by notice dated April 8, 2005
and the Company’s present SB-2 was filed on April 22, 2005, consistent with the
above-referenced telephonic staff guidance. This SB-2 also included updated audited
financial statements and updated business-related disclosures. The March conversation
with Mr. Webb and our prior conversations with Mr. Webb included reference to the
facts that the Company was not a ’34 Act reporting company and that a public trading
market for the Company’s common stock did not exist.

DISCUSSION & ANALYSIS

General

    1.
    WE NOTE THE SHARES ISSUABLE TO CORNELL CAPITAL PARTNERS UNDER THE STANDBY EQUITY DISTRIBUTION
AGREEMENT. WE NOTE THAT THE AGREEMENT CONTEMPLATES ISSUANCE OF THE SHARES AT A PERCENTAGE OF
THE PREVAILING MARKET PRICE. AFTER REVIEWING THE PROPOSED EQUITY LINE FINANCING, WE DO NOT
BELIEVE THAT A BINDING CONTRACTUAL COMMITMENT HAS BEEN ENTERED INTO, SINCE AT THE TIME THE
EQUITY LINE WAS ENTERED YOUR COMPANY WAS (AND IS) A NON-REPORTING COMPANY WITH NO TRADING
MARKET. AS SUCH, THE ARRANGEMENT BY CORNELL CAPITAL PARTNERS TO PAY FOR SHARES AT A PURCHASE
PRICE THAT IS 99% OF THE “MARKET PRICE” DOES NOT REPRESENT AN IRREVOCABLE COMMITMENT TO
PURCHASE THE EQUITY LINE SHARES.

    PLEASE REMOVE THE EQUITY LINE FROM THIS REGISTRATION STATEMENT AND REVISE YOUR DISCLOSURE
THROUGHOUT THE PROSPECTUS TO REMOVE THE IMPLICATION THAT THERE IS AN

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D. Morris, Esq.
June 9, 2005
Page 3

    EXISTING EQUITY LINE ARRANGEMENT WITH CORNELL THAT PROVIDES THE COMPANY WITH A VIABLE
MECHANISM TO OBTAIN NEEDED FINANCING. IF YOU BELIEVE THAT THE SHARES ARE PROPERLY
REGISTRABLE AT THIS TIME, PLEASE SUPPLEMENTALLY PROVIDE US WITH YOUR ANALYSIS.

     We respectfully submit that it is appropriate to include the S.E.D.A. shares (also referred to
as the “equity line shares”) in this registration statement together with the shares underlying the
convertible debentures for the following reasons:

    1.
    The telephone guidance that we received from Mr. Webb on this specific topic
advised us to proceed in exactly this manner. We believe that this guidance was
provided to us after Mr. Webb checked with other superiors at the SEC.

    2.
    While it is correct that USH is not at present a reporting company and that a
trading market does not exist for USH’s common stock, we note the following:

    a.
    The funding condition set forth in the Cornell/USH Amended and Restated
Standby Equity Distribution Agreement dated April 8, 2005 (Exhibit 10.1 to
the registration statement) at Section 2.5(b)(vi) requires that USH shall
have become a reporting company and be current in its ’34 Act reporting
obligations. The Company has already prepared a ’34 Act registration
statement on Form 8-A which we intend to file so as to become effective on
or about the effective date of the SB-2 thereby satisfying one element of
this funding condition; and to the Company’s knowledge and our knowledge
there is no reason to expect or anticipate that the Company will not be
compliant with respect to its on-going ’34 Act reporting obligations once
applicable.

    b.
    Similarly, the funding condition set forth at Section 2.5(b)(ii) of the
Cornell/USH S.E.D.A. document requires that the Company’s common stock
shall have been authorized for quotation on the Principal Market (the
relevant contractual definition of which includes the OTC Bulletin Board).
The Company has begun the process of arranging for a market-maker to
submit Form 211 in order to also satisfy this condition with respect to
establishing a trading market.

    c.
    To the extent that the satisfaction of either or both of these
conditions is incomplete at present, problematic, or entails risk to an
investor, we believe that these circumstances are addressed by the
registration statement’s risk factor disclosures (see e.g. Page 20

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D. Morris, Esq.
June 9, 2005
Page 4

    of the SB-2) and if so directed by the staff, we will be happy to expand
these risk factor disclosures to address any concerns.

    d.
    In addressing the element of this comment regarding “...an existing
equity line arrangement with Cornell that provides the company with a
viable mechanism to obtain needed financing”, we note the following:

    I.
    Equity lines have achieved
formal recognition and acceptance from the staff in the
Current Issues and Rulemaking Projects Quarterly Update of
the Division of Corporation Finance dated March 31, 2001.

    II.
    USH’s due diligence with
respect to Cornell has established Cornell’s favorable track
record and reliability with respect to funding S.E.D.A.
draws.

    III.
    To the extent that existing
literature is critical of equity lines and focuses on a
lender’s ability to manipulate the market by short selling,
hedging, or engaging in illegal conduct, USH’s due diligence
of Cornell supports that Cornell does not engage in these
types of activities and does not sell a given issuer’s stock
prior to the effectiveness of that issuer’s applicable
registration statement.

    IV.
    As a result of discussions
between the Commission and Cornell, the debenture agreement
between the Company and Cornell was amended such that it is
now only convertible at a fixed conversion price. See the
Amended and Restated Secured Debenture dated April 8, 2005
(Exhibit 10.6 to the registration statement.)

    2.
    WITH RESPECT TO THE CONVERTIBLE DEBENTURES ISSUED TO CORNELL, PLEASE TELL US WHY YOU BELIEVE
THAT RULE 415 IS APPLICABLE.

     With respect to Rule 415, our understanding of Rule 415 and our research of registration
statements and transactions comparable to USH’s lead as to conclude that Rule 415 is appropriate
and applicable as to the shares underlying the convertible debentures. The common stock underlying
the convertible debentures will be offered or sold solely on behalf of Cornell Capital, as
described in the registration statement, in accordance with Rule 415(a)(1)(i). The Commission has
previously approved of the

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D. Morris, Esq.
June 9, 2005
Page 5
registration of shares underlying convertible debentures pursuant to Rule 415, such as
Cyco.Net, Inc. (File No. 333-116409; SB-2/A filed August 3, 2004). Other companies registering
common stock underlying convertible debentures held by Cornell Capital pursuant to Rule 415 include
Voyager One, Inc. (File No. 333-123702; SB-2/A filed May 6, 2005) and Provectus Pharmaceuticals,
Inc. (File No. 333-119619; SB-2/A filed November 10, 2004.)

     In addition, the Company has furnished the undertakings required by Item 512(a) of Regulation
S-K in accordance with Rule 415(a)(3). These disclosures can be found at Item 28 of the Company’s
registration statement.

    3.
    WE ARE OF THE VIEW THAT THE PRIVATE PLACEMENT OF SHARES TO NEWBRIDGE SECURITIES CORPORATION
IN RELIANCE ON 4(2) CANNOT BE COMPLETE UNTIL THE TERMS OF THE TRANSACTION ARE FIXED. IN THIS
CASE, THE ABSENCE OF AN EXISTING PUBLIC MARKET FOR THE SHARES MEANS THAT THERE HAS NOT BEEN A
MEETING OF THE MINDS BETWEEN THE ISSUER AND THE INVESTOR. THE NUMBER AND PRICE OF THE SHARES
PRIVATELY PLACED TO NEWBRIDGE IS UNKNOWABLE PRIOR TO EFFECTIVENESS OF THIS REGISTRATION
STATEMENT. ACCORDINGLY, PLEASE REMOVE THE NEWBRIDGE SHARES FROM THIS REGISTRATION STATEMENT
OR TELL US WHY YOU BELIEVE THESE SHARES ARE REGISTRABLE AT THIS TIME.

     We respectfully submit that the shares issuable to Newbridge Securities Corporation
(“Newbridge”) are appropriate for inclusion in the registration statement. Although there
currently is not an existing public market for the Company’s shares, a meeting of the minds has
occurred and the terms of the transaction have been fixed. Pursuant to the Placement Agent
Agreement between the Company and Newbridge (Exhibit 10.4 to the Company’s registration statement),
the Company must issue $10,000 in value of its common stock, which will be issued immediately upon
the effectiveness of the registration statement by the Commission. The formula for determining the
number of shares has been agreed upon (i.e., dividing $10,000 by the Volume Weighted Average Price
of the Company’s common stock on the initial trading day of the Company’s common stock). Newbridge
has rendered its services pursuant to the Placement Agent Agreement, and any remaining conditions
to the issuance of these shares to Newbridge are not in Newbridge’s control.

    4.
    PLEASE REMOVE FROM THE REGISTRATION STATEMENT THE SHARES ISSUABLE UPON CONVERSION OF THE
PREFERRED STOCK AND THE WARRANTS ISSUED IN THE PRIVATE PLACEMENT. AS DISCUSSED ABOVE, IT
APPEARS THAT THE SHARES ARE NOT YET REGISTRABLE BECAUSE THERE IS NO EXISTING PUBLIC MARKET AND
THEREFORE THERE HAS BEEN NO AGREEMENT ON THE PRICING TERM.

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D. Morris, Esq.
June 9, 2005
Page 6

     We respectfully submit that the shares of the Company’s common stock issuable upon conversion
of the preferred stock and warrants issued in the private placement are appropriate for inclusion
in the registration statement. The Convertible Series A Preferred Stock is convertible into shares
of the Company’s common stock at a price equal to 80% of the average closing bid price of the
Company’s common stock on the OTC-BB or the Pink Sheets (as applicable) for the 20 trading days
immediately preceding the day upon which the Company receives a notice of conversion from the
preferred stockholder. In the event that the Company’s shares are not traded on the OTC-BB or on
the Pink Sheets, the conversion price shall be equal to 80% of the fair market value of USH common
stock on the date upon which the Company receives the notice of conversion from the preferred
stockholder. Such fair market value shall be determined by an accounting firm selected by USH which
accounting firm is not then currently performing any accounting services for USH. The exercise
prices of the warrants issued to purchasers in the private placement are 125% and 150%,
respectively, of the conversion price of the Series A Preferred Stock. Accordingly, since the
conversion price of the Series A Preferred Stock and the conversion price of the warrants are not
dependent upon the existence of a public market for the Company’s common stock, the registration of
the shares is appropriate.

    5.
    PLEASE TELL US WHETHER THE WARRANTS ISSUED TO NORTH COAST SECURITIES CORPORATION HAVE A FIXED
EXERCISE PRICE. IF THEY DO NOT, PLEASE TELL US WHY YOU BELIEVE THAT THE UNDERLYING SHARES ARE
REGISTRABLE AT THIS TIME.

     The warrants issued to North Coast Securities Corporation have an exercise price equal to 80%
of the fair market value of the Company’s common stock on the date of exercise. We respectfully
submit that the shares issuable upon exercise of the North Coast warrants are appropriate for
inclusion in the registration statement because the exercise price of the warrants is not dependent
upon the existence of a public market for the Company’s common stock, similar to the Series A
Preferred Stock and warrants as discussed above.

    6.
    IN SECURITIES ACT RELEASE NO. 4552 (NOVEMBER 6, 1962), THE STAFF PRONOUNCED A LIST OF FIVE
FACTORS TO CONSIDER IN DETERMINING WHETHER SECURITIES OFFERINGS WILL BE INTEGRATED. THESE
FACTORS INCLUDE:

         •
    WHETHER THE OFFERINGS ARE PART OF A SINGLE PLAN OF FINANCING;

         •
    WHETHER THE OFFERINGS INVOLVED THE ISSUANCE OF THE SAME CLASS OF SECURITY;

         •
    WHETHER THE OFFERINGS ARE MADE AT OR ABOUT THE SAME TIME;

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D. Morris, Esq.
June 9, 2005
Page 7

         •
    WHETHER THE SAME TYPE OF CONSIDERATION IS TO BE RECEIVED; AND

         •
    WHETHER THE OFFERINGS ARE MADE FOR THE SAME GENERAL PURPOSE.

    PLEASE PROVIDE US WITH A DETAILED ANALYSIS OF WHY YOU BELIEVE YOUR UNREGISTERED OFFERINGS
CONDUCTED IN PAST SIX MONTHS SHOULD NOT BE INTEGRATED UNDER THIS TEST, CALLING INTO
QUESTION YOUR EXEMPTIONS UNDER SECTION 4(2).

     We respectfully submit that the unregistered private placement conducted in the six months
prior to the filing of the registration statement should not be integrated with the current
offering. First, Rule 152 under the Securities Act of 1933, as amended, provides issuers with a
safe harbor from integration in instances where an issuer completes a private placement and
subsequently makes a public offering. The SEC staff has interpreted Rule 152 in a series of
no-action letters such that completed private placement offerings will not be integrated with a
subsequently commenced registered public offering. See Verticom, Inc. (avail. Feb. 12, 1996); JBI
Incorporated (avail. March 28, 1988), and Quad City Holdings, Inc. (avail. April 8, 1993). In
addition, the SEC staff has indicated that an offering will be treated as completed if the
investors are bound by definitive securities purchase agreements that are subject only to
conditions outside the investors’ control. See Black Box Incorporated (avail. June 26, 1990) and
Squadron, Ellenoff, Pleasant & Lehrer (avail. Feb. 28, 1992). Here, the private placement
conducted by the Company was completely