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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

July 21, 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

    Amendment No. 1 to Registration Statement on Form SB-2, filed on June 27, 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. 2 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 July 12, 2005 on a
point-by-point basis. The numbered comments and responses below correspond with the numbered
paragraphs in the Commission’s July 12, 2005 comment letter.

Comment #1:

General

     We note your response to our prior comment 6. Please be advised that the comment was not
withdrawn by Mr. Morris. In your next response letter, we request that you confirm your
understanding that while we do not necessarily agree with the integration analysis you provided in
your supplemental letter to us on June 10, 2005, we do not intend to issue further comment at this
time.

United States Securities and Exchange Commission

July 21, 2005

Page 2

Response to Comment #1:

     This shall confirm our understanding that while the Commission does not necessarily agree with
the integration analysis provided by us in our supplemental letter to the Commission dated June 9,
2005, the Commission has indicated that it does not intend to issue further comment at this time.

Comment #2:

Cover page

     On your cover page, please identify Cornell Capital as an underwriter.

Response to Comment #2:

     Please be advised that we have not identified Cornell Capital as an underwriter in connection
with this registration statement. In light of the removal of the SEDA component of the
registration, we respectfully submit that identification of Cornell Capital as an underwriter is
unnecessary. The only shares being registered on behalf of Cornell Capital pursuant to this
registration are the shares underlying the Convertible Debenture and the shares issued as a
commitment fee pursuant to the SEDA, for which Cornell Capital is not an underwriter.

Comment #3:

The Offering, page 3

     Because the offering does not include shares to be issued pursuant to the SEDA, delete the
second and third sentences of the paragraph following the bullet-points.

Response to Comment #3:

     This paragraph at page 3 has been revised accordingly.

Comment #4:

We need to obtain... financial and performance guarantees, page 7

     We note that although you have not yet obtained financing, you hope to begin operations in
September 2005. Please state how much time you will need after obtaining financing to develop the
necessary infrastructure to begin flight operations.

United States Securities and Exchange Commission

July 21, 2005

Page 3

Response to Comment #4:

     The last risk factor on page 7 has been revised accordingly. U.S. Helicopter will need
approximately 45 days, after it obtains equipment financing, to begin operations.

Comment #5:

     We note your response to our prior comments 20 and 22. Please tell us supplementally how long
you expect the FAA will take to grant certification once you acquire your aircraft. Is a lengthy
delay likely?

Response to Comment #5:

     The Company has been verbally advised by the FAA to expect approval 15 to 20 days after
delivery of the Company’s first aircraft. The FAA has completed review of the Company’s manuals
and is awaiting arrival of the Company’s first aircraft to perform a conformity inspection. A
lengthy delay is not anticipated.

Comment #6:

The market we anticipate...unreceptive to our services, page 11

     We note your response to our prior comment 25. Please revise your registration statement to
include this supplemental disclosure.

Response to Comment #6:

     This risk factor has been revised accordingly at page 12.

Comment #7:

Our maintenance costs will increase as our fleet ages, page 14

     We note your response to our prior comment 26. Your current disclosure is unsupported.
Please disclose the basis for your statements regarding maintenance trends in the helicopter
industry.

Response to Comment #7:

     This
risk factor has been revised accordingly at page 14. As equipment ages, the cost to maintain it
naturally increases. For example, it costs more to maintain an aircraft that is 15 to 20 years old
than one that is five years old. In addition, the costs of maintenance increase each year due to
increases in parts prices from manufacturers and increases in labor rates for mechanics. Ongoing
manufacturer and FAA directives also increase maintenance costs. The Company is negotiating
multi-year maintenance contracts with

United States Securities and Exchange Commission

July 21, 2005

Page 4

multiple suppliers (such as parts, engine, maintenance and manufacturers) which anticipate cost
increases of approximately four percent per year.

Comment #8:

Our failure to successfully take delivery...could harm our business, page 14

     In subsequent amendments, please update the status of the anticipated deliveries disclosed in
response to our prior comment 28.

Response to Comment #8:

     We have updated the status of anticipated deliveries of the Company’s helicopters at page 14
and 40. We will continue to update the Company’s anticipated delivery schedule as necessary in any
future amendments.

Comment #9:

Our common stock may be deemed...due to suitability requirements, page 20

     As stated in the paragraph the common stock is “penny stock”, therefore please revise the
heading to this risk factor.

Response to Comment #9:

     The heading of this risk factor has been revised accordingly at page 20.

Comment #10:

Risks Related to Cornell Capital Financing, page 20

     Your discussion in this section is disproportionately focused on the SEDA, and not the
convertible debentures. Please revise this section to better address risks related to the
convertible debentures.

Response to Comment #10:

     This
section has been revised accordingly. An additional risk factor concerning the Convertible
Debenture is included at page 20.

Comment #11:

     In that regard, please revise this section to clarify that the shares underlying the SEDA are
not currently registrable.

United States Securities and Exchange Commission

July 21, 2005

Page 5

Response to Comment #11:

     We have revised the relevant risk factors in this section accordingly to indicate that the
shares underlying the SEDA are not being registered at this time.

Comment #12:

Risks Related to This Offering, page 21

     We note your response to our prior comment 17. Your disclosure should also address the fact
that you do not have experience as a reporting company and may encounter difficulty meeting the
various obligations imposed on you by the public reporting system.

Response to Comment #12:

     This risk factor has been revised accordingly at page 21.

Comment #13:

Convertible Debentures, page 27

     Expand the second paragraph to indicate if Cornell Capital has consented to Company’s issuance
of equity securities with the acquisition of its first helicopter. Refer to the last risk factor
on page 7.

Response to Comment #13:

     This
section has been revised accordingly at page 27. A consent from
Cornell Capital has not been necessary to date. As of the date of the prospectus, the
Company has not requested consent from Cornell Capital to issue its equity
securities in connection with the acquisition of helicopters, as no potential suppliers have
requested the Company’s equity securities as part of a potential
transaction. Pursuant to the Convertible Debenture, Cornell
Capital’s consent is needed before the Company may sell or issue
its equity securities without consideration or for a consideration
less than fair market value. The Company will
request Cornell Capital’s consent if and when a potential helicopter supplier requires an equity
position in U.S. Helicopter to complete a transaction under terms
that would necessitate a Cornell Capital consent. In addition, we have included an additional
risk factor at page 20 which addresses the risk associated with the Company’s inability to obtain
such consent, if so requested.

Comment #14:

Dilution, page 29

     Please change the description in the first line of your dilution chart on page 30 from
“Assumed public offering price per share” to “Conversion price of debenture.”

United States Securities and Exchange Commission

July 21, 2005

Page 6

Response to Comment #14:

     The first line of the dilution chart on page 30 has been revised accordingly.

Comment #15:

     Please include a separate chart that sets forth the dilution that will be experienced by
investors purchasing shares at $.75.

Response to Comment #15:

     The Dilution section has been revised accordingly and we have included a separate chart which
sets forth the dilution that will be experienced by investors purchasing shares at an assumed price
of $0.75 per share.

Comment #16:

Amended and Restated Standby Equity Distribution Agreement Explained, page 33

     Please limit your discussion of the SEDA. You have paid disproportionate attention to these
shares which are not registered in this registration statement. Please revise accordingly.

Response to Comment #16:

     We
have removed certain discussions of the SEDA from the section beginning on page 31 but have
left two paragraphs which discuss the material terms of the agreement. The discussion of the SEDA
is now in proportion with the discussion of the material terms of the Convertible Debenture
immediately preceding this section.

Comment #17:

     We note your disclosure in the last paragraph of this section. As indicated in our prior
comment 3, the shares held by Newbridge Securities are not registrable at this time. Please revise
you registration statement accordingly.

Response to Comment #17:

     We have revised the last paragraph on page 33 immediately preceding the “Plan of Distribution”
section as requested to remove any reference to the shares to be issued to Newbridge Securities
Corporation.

United States Securities and Exchange Commission

July 21, 2005

Page 7

Comment #18:

     We note your disclosure in the last paragraph of this section. Please disclose the fees that
you expect to incur in connection with this registration statement. In your current disclosure it
is unclear whether you are referring to the costs associated with this registration or the
anticipated costs of registering the SEDA shares in the future.

Response to Comment #18:

     We have made a minor adjustment in the overall fee amount that the Company expects to incur in
connection with the registration as stated on page 33. This
amount is further detailed in Item 25 in Part II. The fees to be incurred while the inclusion of the SEDA shares
was contemplated were not materially different from what is currently contemplated. The Company
will incur additional fees in connection with the SEDA shares in connection with a subsequent
registration statement.

Comment #19:

Plan of Distribution, page 33-36

     The securities related to the SEDA are not part of this offering. Accordingly remove all
references to those securities under the plan of distribution discussion, with the exception of the
2,472,527 shares of common stock issued as a one time commitment fee.

Response to Comment #19:

     We have removed all references to the SEDA shares in the Plan of Distribution section, as well
as the entire registration statement, with the exception of the 2,472,527 shares issued to Cornell
Capital as a commitment fee pursuant to the SEDA.

Comment #20:

Results of Operations, page 39

     Since the inception to March 31, 2005 cumulative professional fees total $254,542. Given the
developmental stage status of the company, the nature of these fees is not clear.

Response to Comment #20:

     We have revised this paragraph at page 40 to provide further detail on the nature of the
professional fees incurred by the Company. The fees are comprised of legal fees for general legal
matters, negotiation/closing of the Convertible Debenture, accounting and audit fees, other
consulting fees, transfer agent fees and registered agent fees.

United States Securities and Exchange Commission

July 21, 2005

Page 8

Comment #21:

Liquidity and Financial Condition, page 40

     Refer to prior comment 49. In response, you indicate that deposits made to the
manufacturer(s) will be classified as deposits on the balance sheet but in your disclosure on page
40 you indicate that they will be classified as restricted cash. Please reconcile your response to
prior comment 49 and your disclosure on page 40. If you plan to classify the deposits as
restricted cash, please tell us why you believe that is appropriate.

Response to Comment #21:

     This paragraph at page 40 has been revised to reflect that deposits made to manufacturer(s)
will be recorded as Deposits, not Restricted Cash.

Comment #22:

Elapsed Travel Time Comparison Sheet, page 48

     In the footnotes to the charts that appear on pages 48 and 54, please provide the substance of
your supplemental response to our prior comment 54. In addition, please include similar disclosure
with regard to the travel estimates on page 47.

Response to Comment #22:

     We have added footnotes to the tables on pages 48 and 54 to include the substance of our
supplemental response to the Commission’s prior comment 54. We have also added similar language to
the text on page 47 as requested.

Comment #23:

Market Research, page 50

     We note your response to our prior comment 56. We encourage you to expand your disclosure
here. As the core of your operations to date, we believe that your market research findings
deserve a more lengthy discussion.

Response to Comment #23:

     We have revised this section to provide additional disclosure concerning the Company’s market
research at page 50. Additional detail concerning the Company’s research with the Port Authority
has been provided, as well as the objectives of marketing efforts with American Airlines.

United States Securities and Exchange Commission

July 21, 2005

Page 9

Comment #24:

Down time from inclement weather, page 51

     We note your response to our prior comment 58. Please attribute the 98.5% reliability figure
to a particular source.

Response to Comment #24:

     We have revised this paragraph at page 51 accordingly. The American Institute of Aeronautics
and Astronautics Paper No. 73-25, Review of New York Airways Helicopter Operations, documents an
overall operational reliability factor of 99.46%. It is
management’s position that U.S. Helicopter will operate aircraft with a
much better reliability factor and conservatively projects a reliability factor of 98.5%.

Comment #25:

Alliances and Partnering Agreements, page 53

     We note your response to our prior comment 59. It seems that if you are unable to finalize an
alliance with American Airlines,