SecProbe.io

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                    (GALLAGHER, BRIODY & BUTLER LETTERHEAD)

                                        August 31, 2005

VIA FACSIMILE

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-Adviser
            Patrick Kuhn
            Joseph A. Foti

      RE:   U.S. HELICOPTER CORPORATION
            AMENDMENT NO. 4 TO REGISTRATION STATEMENT ON FORM SB-2, FILED ON
            AUGUST 30, 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. 4 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 August 25, 2005
on a point-by-point basis. The numbered comments and responses below correspond
with the numbered paragraphs in the Commission's August 25, 2005 comment letter.

COMMENT #1:

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

      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."
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RESPONSE TO COMMENT #1:

      This paragraph has been revised accordingly to indicate that the
agreements identified in the parenthetical constitute all of the Company's other
agreements in the Convertible Debenture.

COMMENT #2:

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

      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
rights and how those rights operate.

RESPONSE TO COMMENT #2:

      We have added a risk factor on page 20, and supplemented our disclosure on
pages 26, 27, 30, 31, 67 and in Part II, to indicate that Cornell Capital may
waive the 9.99% share ownership restriction pursuant to the Convertible
Debenture either in its sole discretion with 60 days' notice, or without notice
in the event of default. We have also clarified that the 9.99% limitation does
not apply to an automatic conversion of any and all amounts remaining due and
payable under the Convertible Debenture on August 4, 2006. (Please note that the
risk factor previously included at page 20 and referenced in Comment #2 relates
to Cornell's restriction on converting more than 10% of any amounts due and
owing under the Debenture, as opposed to the ownership restriction which
prevents the Company from issuing shares which would result in Cornell holding
in excess of 9.99% of the Company's issued and outstanding common stock.)

COMMENT #3:

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

      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.

RESPONSE TO COMMENT #3:

      We have removed this risk factor at page 23 as requested.

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COMMENT #4:

Selling Stockholders, page 24

      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.

RESPONSE TO COMMENT #4:

      We have included the following risk factor at page 20:

RESTRICTIONS UNDER THE CONVERTIBLE DEBENTURE AND THE SEDA COULD SIGNIFICANTLY
LIMIT OUR ABILITY TO ACCESS FUNDS UNDER THE SEDA.

      We are prohibited from issuing shares to Cornell Capital upon conversion
of the Convertible Debenture or pursuant to the SEDA which would result in
Cornell Capital holding in excess of 9.99% and 9.9%, respectively, of our issued
and outstanding common stock. Pursuant to the terms of the Convertible
Debenture, this restriction may only be waived by Cornell Capital either in its
sole discretion with 60 days' notice or without notice upon an event of default.
This limitation does not apply to an automatic conversion of any and all amounts
remaining due and payable under the Convertible Debenture on August 4, 2006.
This restriction may significantly limit and delay our ability to access funds
under the SEDA and, accordingly, may affect our ability to implement our
business plan.

COMMENT #5:

Standby Equity Distribution Agreement, page 33

      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.

RESPONSE TO COMMENT #5:

      We have revised this paragraph at page 33 to indicate only the fees that
the Company expects to incur in connection with this registration statement, and
that the fees to be incurred in connection with a subsequent registration of the
SEDA shares are separate and not known at this time. We have added a subheading
immediately preceding this paragraph.

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COMMENT #6:

Liquidity and Financial Condition, page 40

      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.

RESPONSE TO COMMENT #6:

      We have supplemented our disclosure on page 48 to indicate that, pursuant
to the term sheet, the Company anticipates entering into a five-year lease with
monthly payments of $35,834. The lessor has proposed to pay or reimburse the
Company for the cost of transporting the aircraft and all necessary maintenance
and inspection work up to $200,000 per aircraft. The lessor will require a
security deposit of two months worth of monthly rent at the time the lease is
entered into. In addition, the Company will contract with the lessor for
standard "power by the hour" ("PBH") arrangements covering all major airframe
and engine components and parts. The Company will be required to insure the
aircraft based on $3.1 million hull value and $150 million passenger liability,
and the lessor will have a right of first refusal for the next ten helicopters
which must be offered at competitive market rates for rent and PBH charges.

COMMENT #7:

Change in Control, page 67

      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.

RESPONSE TO COMMENT #7:

      We have deleted the last two sentences of this paragraph which references
management's belief that a change in control will not occur. We have also
clarified that the 9.99% share ownership restriction may be waived by Cornell
Capital either in its sole discretion with 60 days' notice or without notice
upon an event of default. We have also noted that the share ownership limitation
does not apply to an automatic conversion of any and all amounts remaining due
under the Debenture on August 4, 2006. In addition, we have

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included language which notes that Cornell Capital has indicated to the Company
that it does not intend to attempt to exercise a change of control.

     Per our conversion with Daniel Morris on August 30, 2005, we have left
intact language which indicates that the issuance of shares in this offering
will not result in a change of control. We have, however, supplemented our
disclosure on page 67 (and added a new risk factor at page 20) which indicates
that Cornell Capital could acquire up to 28.46% of the Company's common stock
and thereby exercise significant influence over the Company.

COMMENT #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.

RESPONSE TO COMMENT #8:

      We have supplemented our disclosure in this paragraph on page 67 to note
that if Cornell waived the 9.99% share ownership restriction and acquired the
maximum number of shares available to it under the Debenture, the Company would
issue a total of 7,344,830 shares, which would constitute 28.46% of the issued
and outstanding shares of the Company immediately after such issuance.

      If you have any questions or require any supplemental information after
reviewing our responses and the Amendment No. 4 to Form SB-2 as filed by the
Company as of today's date, please do not hesitate to contact the undersigned at
609-452-6000.

                                          Very truly yours,

                                          /s/ Thomas P. Gallagher

                                          Thomas P. Gallagher

cc:   John G. Murphy, President and Chief Executive Officer
      George J. Mehm, Jr., Senior Vice President, Chief Financial Officer and
      Treasurer

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