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    NEW YORK OFFICE

300 PARK AVENUE

    THOMAS P. GALLAGHER

KEVIN M. BRIODY+

JOHN K. BUTLER²

BARBARA J. COMLY*+

MARTIN J. CONROY

DEBORAH L. CARROLLY

JONATHAN M. GRISCHUK*

    GALLAGHER, BRIODY & BUTLER

COUNSELLORS AT LAW

PRINCETON FORRESTAL VILLAGE

155 VILLAGE BOULEVARD

2ND FLOOR

PRINCETON, NEW JERSEY 08540

(609) 452-6000

Fax: (609) 452-0090

    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 27, 2005

    United States Securities and Exchange Commission

    Division of Corporation Finance

    450 Fifth Street, N.W.

    Washington, D.C. 20549

    Attn.:

    Letty G. Lynn, Reviewer

    Daniel H. Morris, Attorney-Advisor

    Patrick Kuhn

    Joseph A. Foti

    Re:

    U.S. Helicopter Corporation

    Registration Statement on Form SB-2, filed on April 22, 2005

    File No. 333-124262

Ladies and Gentlemen:

     On behalf of U.S. Helicopter Corporation (“U.S. Helicopter” or the “Company”), we have filed
on today’s date via Edgar Amendment No. 1 to the Company’s Registration Statement on Form SB-2 (the
“Amendment”). In order to facilitate your review of the Amendment, we have responded, on behalf of
the Company, to each of the comments set forth in your letter dated May 24, 2005 on a
point-by-point basis. Our comments also reflect the response of the Commission to our June 9, 2005
responsive letter that were received telephonically on June 17, 2005 and June 23, 2005. The
numbered comments and responses below correspond with the numbered paragraphs in the Commission’s
May 24, 2005 comment letter.

Comment #1:

General

     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 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.

Response to Comment #1:

     The registration statement has been revised to remove all shares from the registration
statement except for the following:

    (1)

    Up to 7,344,830 shares of common stock issuable upon conversion of the
convertible debenture held by Cornell Capital Partners, LP (“Cornell Capital”);

    (2)

    494,505 shares held by Amir Elbaz;

    (3)

    247,253 shares held by Troy Rillo;

    (4)

    1,730,769 shares held by Cornell Capital; and

    (5)

    773,196 shares held by 3B Group, Inc.

Comment #2:

     With respect to the convertible debentures issued to Cornell, please tell us why you believe
that Rule 415 is applicable.

Response to Comment #2:

     With respect to Rule 415, our understanding of Rule 415 and our research of registration
statements and transactions comparable to USH’s lead us 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)(iv) (reflecting the
Company’s common stock to be issued upon conversion of the outstanding convertible debentures).
The Commission has previously approved of the 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.

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Comment #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.

Response to Comment #3:

     The registration statement has been revised and the shares issuable to Newbridge Securities
Corporation are no longer included in the securities to be registered therewith.

Comment #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.

Response to Comment #4:

     The registration statement has been revised and the shares issuable upon conversion of the
preferred stock and warrants issued in the private placement are no longer included in the
securities to be registered therewith.

Comment #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.

Response to Comment #5:

     250,000 of the warrants issued to North Coast have a fixed exercise price of $0.75 per share.
The balance of the warrants issued to North Coast have an exercise price equal to 80% of the fair
market value of the Company’s common stock on the date of exercise. We have revised the
registration statement to reflect that the shares underlying all warrants issued to North Coast are
no longer included in the shares being registered therewith.

Comment #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:

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    •

    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;

    •

    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).

Response to Comment #6:

     We have been advised via telephone response by Daniel Morris, SEC Attorney-Advisor, that the
SEC has withdrawn this comment.

Comment #7:

     Please remember that the prospectus needs to present investors with a snapshot of your company
containing all material information as of the time of effectiveness. It is not supposed to present
a description of your future plans or aspirations. You need to revise the entire document so that
it accurately presents your current situation. You may talk about what you plan to do but you
should present that discussion in the context of a timeline which sets forth the obstacles and
benchmarks that you must achieve along the way. Include your estimate of the financial wherewithal
needed to reach various stages of development and discuss your plans for raising the money so that
investors can make an informed decision about the quality of your plan. The other comments below
are intended primarily to offer some guidance as you begin the difficult but necessary task of
revising this prospectus so that it serves it purpose to investors.

Response to Comment #7:

     We have revised the registration statement to further describe the Company’s current situation
and the various obstacles and benchmarks which need to be addressed by the Company to commence and
maintain operations. In particular, we have added throughout the document additional disclosure
such as the status of various regulatory approvals and reviews, financing status and equipment
acquisition status, and the Company’s monthly burn rate.

Comment #8:

Registration Statement Cover Page

     The cover page must provide a fixed price at which shares will be offered, not merely an
estimate for the purposes of registration fee calculation.

Response to Comment #8:

     The
cover page has been revised to reflect a fixed offering price of
$0.75 per share. We have also indicated that we intend to file an
amendment to the registration statement once a market develops for
the Company's common stock to reflect that the shares will be sold at
market price.

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Comment #9:

     In that regard, we note that you have assumed the offering price of the securities to be $1.00
per share for the purpose of various estimates in this prospectus. Please use your fixed offering
price, if other than $1.00, for such estimates in your next amendment.

Response to Comment #9:

     We have revised the registration statement to reflect the fixed offering price of $0.75 for the various estimates throughout the registration statement, with the exception
of the Dilution section on page 29. Since Cornell Capital will be acquiring shares pursuant to the
Convertible Debenture at $0.20 per share, we have used this figure as the amount at which
shareholders will be immediately diluted. (Please see the Dilution section beginning at page 29,
and our responses to comments #38 and 39 below for further information.)

Comment #10:

     In an appropriately captioned section, give the factors that were considered in determining
the offering price of the stock that will be sold under this prospectus. Please refer to Item 505
of Regulations S-B.

Response to Comment #10:

     This section is now included at page 29. Since there is currently no market for the Company’s
common stock, the determination of $0.75 as the offering price represents management’s good faith
estimate of the trading price of the common stock upon the creation of a market upon the
effectiveness of the registration statement.

Comment #11:

     Please consider revising footnote 2(j) on the cover page to include a cross-reference to the
“Selling Stockholders” section on page 24.

Response to Comment #11:

     Footnote 2(k) (the last item in footnote 2) has been revised accordingly.

Comment #12:

Forward Looking Statements, page 1

     Either remove the reference to the Private Securities Litigation Reform Act or revise the
disclosure to state that by its terms it does not apply to penny stock companies like yours.

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Response to Comment #12:

     The reference to the Private Securities Litigation Reform Act has been deleted.

Comment #13:

Prospectus Summary, page 2

     We note the specific risks associated with the convertible debentures. Please include these
risks in the summary of the offering.

Response to Comment #13:

     We have added a cross-reference to the Prospectus Summary section to the Risk Factors section
beginning on page 7.

Comment #14:

     Please disclose that you have no revenue from operations and your net loss for the most recent
audited period. Please also disclose that your auditors have issued a going concern opinion.

Response to Comment #14:

     This section has been revised to reflect that the Company has received no revenue from
operations and the net loss for the most recent audited period. Please note that the Company’s
auditors did not issue a going concern opinion.

Comment #15:

     Revise to disclose either here or in your Summary Financial Information your monthly “burn
rate” and the month you will run out of money assuming no change in present trends.

Response to Comment #15:

     This section has been revised to reflect the Company’s current burn rate of approximately
$90,000 per month and that the Company will run out of cash, assuming no change in present trends,
in August, 2005.

Comment #16:

Summary Financial Information, page 5

     Similar to the treatment in your annual financial statements, please consider identifying the
summary financial information as the Company being a development stage enterprise.

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Response to Comment #16:

     This section has been revised to indicate that the Company is a development stage enterprise.

Comment #17:

Risk Factors, page 7

     Please revise to add a risk factor disclosing that in the past you have not been subject to
the periodic filing and reporting requirements of the Securities Exchange Act of 1934.

Response to Comment #17:

     This risk factor has been included at page 21.

Comment #18:

     Please consider revising this section to include a specific subsection for “Risks related to
the convertible debentures”.

Response to Comment #18:

     This subsection has been added to the Risk Factors section at page 20 and is entitled “Risks
Related to Cornell Capital Financing”.

Comment #19:

     We note that several risk factors are duplicative. For instance, “We will have a significant
amount of debt...” on page 13 repeats the disclosures made under “We need to obtain equipment...”
on page 7. Also, the risk factors “Failure to maintain an acceptable safety record...” on page 19
and “Helicopter operations involve risk...” on page 19 are both duplicative of risks discussed
earlier in the Risk Factors section. Please revise this section to avoid unnecessary repetition.

Response to Comment #19:

     Duplicative risk factors have been deleted as requested.

Comment #20:

     Update the disclosure in your first risk factor to indicate current developments in obtaining
the approvals which appear to be required prior to commencement of actual business operations.

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Response to Comment #20:

     This risk factor has been revised accordingly on page 7 to reflect the current status of the
Company’s applications/regulatory approvals with respect to the Department of Transportation, the
Federal Aviation Administration, the Transportation Security Administration, the Federal
Communication Commission, the Environmental Protection Agency and the Port Authority of New York
and New Jersey.

Comment #21:

We need to obtain equipment and equipment financing...,page 7

     Please revise the heading of this risk factor to better reflect your expectation that certain
manufacturers/financiers, including those with whom you are currently negotiating, will require an
equity position in your company in exchange for providing “financial and performance guarantees”
necessary for you to obtain financing.

Response to Comment #21:

     This heading of this risk factor has been revised to state as follows: “We Need to Obtain
Equipment and Equipment Financing in a Compressed Timeframe with Limited Manpower and Limited
Resources. We