SecProbe.io

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March 15, 2005

Mail Stop 0409

Wayne A. Schellhammer
President and Chief Executive Officer
American Caresource Holdings, Inc.
8080 Tri-Star Drive
Irving, Texas 75063

Re:	American Caresource Holdings, Inc.
	Registration Statement on Form SB-2 filed February 14, 2005
	File No. 333-122820

Dear Mr. Schellhammer:
      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.

      Please understand that 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.  We 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.
General
1. We note that you are registering the spin-off of shares held by
your parent to your parent`s stockholders.  We further note that
ACS
was incorporated in December 2003 in order to facilitate the
acquisition of American CareSource Corporation.  Since your parent
has held the shares of ACS for less than two years, it would
appear
that the parent is an underwriter in the public distribution of
those
securities.  Please revise the cover page of the prospectus as
well
as all other relevant locations, to identify your parent as an
underwriter.  We refer to Staff Legal Bulletin No. 4.
2. We note your use of the term "Company" throughout the
prospectus.
Since the term is vague and abstract, please revise to use your
actual company name or a shortened version of it throughout your
document.
3. Please supplementally provide us with copies of any graphics,
maps, photographs, and related captions or other artwork including
logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any
preliminary
prospectus distributed to prospective investors prior to our
review.
4. Please supplementally provide us with your analysis of why you
qualify as a small business issuer.  As part of this analysis
please
inform us how many common equity shares of Patient Infosystems,
Inc.
were outstanding as of February 14, 2005, and how many of those
shares were held by affiliates.
5. On page 35, you note that your financial statements for the
fiscal
year ended December 2003 were audited by McGladrey & Pullen LLP.
You
also note on page 35 that your financial statements for the fiscal
year ended December 2002 were audited by BDO Seidman, LLP.  Please
add a section discussing any changes and disagreements with your
accountants including all applicable disclosures required by Item
304
of Regulation S-B.
6. We note that your financial statements were stale as of
February
15, 2005.  Please update your financial statements by amending the
registration statement.  Refer to Item 310 of Regulation S-B.

Facing Page
7. We note that you have calculated the registration fee based on
Rule 457(c).  In light of the fact that there is no market for you
shares, this reliance appears to be inappropriate.  Please revise
or
advise.  Refer to Rule 457(f) of Regulation C and the Division of
Corporation Finance Manual of Publicly Available Telephone
Interpretations, Section B, paragraph 108
Prospectus Summary

General
8. We note that your summary is eight pages long and contains
unnecessary redundancy.  Your summary should not merely repeat the
text of the prospectus section by section, but should instead
provide
a brief overview of the key aspects of the offering.  You should
consider and identify only those aspects of the offering that are
the
most significant and determine how best to highlight those points.
Please revise your summary as necessary.

Our Company, page 2
9. Please briefly discuss the type of ancillary benefits you
manage
and what your services consist of.
10. On page 10, you note that you have never earned profits and
that
after you become independent of Patient Infosystems there can be
no
assurance that you will be able to obtain additional sources of
funds.  Please balance your disclosure in the Summary by
discussing
your history of net losses and the uncertainty regarding your
ability
to obtain sufficient funds to continue your operations.

Summary of the Distribution, page 3
11. We note your disclosure here that one share of ACS common
stock
will be distributed for approximately every two shares of Patient
Infosystems common stock outstanding as of the Record Date.
Please
advise us as to why you have included the word "approximately"
above.
We note, for example, that on the cover page you have disclosed
the
same ratio without the qualifying language.  Please revise or
advise.
12. We refer to your disclosure that you "anticipate" your shares
will be traded on the OTC Bulletin Board and that you "expect" a
market maker will apply to have your securities quoted.  If
discussions have occurred regarding either of these actions,
please
include appropriate disclosure.  If not, please revise to merely
state that you will seek to have your securities traded on the OTC
Bulletin Board.
Summary Financial Information, page 7
13. You state that you included pro forma results for American
Caresource Corporation.  Please revise to disclose what the pro
forma
results represent, how they differ from the actual results and why
they are important to a reader of the prospectus.
14. Please revise to state whether the summary financial results
are
based on audited or unaudited numbers.
Risk Factors, page 10

General
15. Please revise your risk factor subheadings to ensure that your
subheadings clearly identify the material risk disclosed in the
narrative.  Most of your risk factors merely state a fact.  For
example, the subheading for the first risk factor states that ACS
has
a history of operating losses.  Please revise so that your
subheadings highlight the specific risk that results from the
stated
fact.
16. Please revise your disclosure to add a risk factor that you
may
be subject to the penny stock rules.  This discussion should
include
what constitutes a "penny stock" under Rule 3a51-1, such as the
criteria regarding trading on an exchange or being quoted on
NASDAQ
and the asset and revenue thresholds.  Also, discuss the
applicability of the penny stock rules to transactions in your
securities.
17. Please discuss the risk presented by the fact that your
largest
stockholder, John Pappajohn, will own over 37 percent of your
issued
and outstanding common stock following the spin-off, including the
fact that he also serves as a director of ACS and Patient
Infosystems.
18. On page 6, you note that after the distribution of the ACS
shares, arrangements between you and Patient Infosystems will not
be
on an "arms-length" basis because of the relationships between
your
board of directors and executive officers and the board of
directors
and executive officers of Patient Infosystems.  We further note,
from
disclosure found on page 33, that you expect a continuing
relationship with Patient Infosystems following the spin-off.
Please
add a risk factor discussing the fact that these arrangements will
not be conducted at arms-length.
19. On page 33, you note that "Patient Infosystems expects it will
likely provide [you] services for a limited transition period in
such
areas as information management and technology, personnel and
indirect overhead expenses, employee benefits administration,
financial accounting and reporting and other areas where [you] may
need transitional assistance and support."  Please supplementally
advise us whether there is a binding agreement in place for
Patient
Infosystems to provide you with services after the distribution.
If
there is not a binding agreement in place, please note that fact
in a
risk factor.  The risk factor should also discuss the fact that
the
lack of an agreement could cause ACS to pay higher fees based on
the
prior relationship between the parties.
20. Please add a separate risk factor that discusses the fact that
ACS historically has not entered into long-term agreements with
its
customers.  In connection with this, please quantify the portion
of
agreements that are long-term and quantify the revenues associated
with agreements that are set to expire within the next twelve
months.

ACS has a history of operating losses, page 10
21. Please clarify that ACS has a history of net losses, not just
operating losses, quantifying the losses.  In addition, please
disclose ACS`s accumulated deficit.

ACS faces working capital shortfalls and has an urgent need for
working capital, page 10
22. Please indicate the cash available to you as of the most
recent
practicable date as well as your anticipated financing needs
during
the next twelve months.

ACS has a limited number of customers, a few of which account for
a
substantial portion of its business, page 10
23. You state that your "five largest customers (including [your]
non-continuing customers) account for approximately 92.7% of
[your]
revenues during the nine months ended September 30, 2004."  Please
revise to define the term "non-continuing customers," and state
how
much of your business the non-continuing customers accounted for.

Competition in the pharmacy benefits management industry could
reduce
ACS` profit margins, page 11
24. Please clarify whether the listed companies are actual or
potential competitors of yours.  We note, for example, on page 23
that you aware of no direct competitor that currently offers the
services you offer.  Please revise or advise.

ACS faces risks related to changes in the healthcare industry,
page
12
25. Please combine this risk factor with the risk factor titled
Efforts to Reduce Healthcare Costs and Alter Healthcare Financing
Practices Could Adversely Affect ACS` Business, in order to reduce
repetitive disclosure.

The continued services and leadership of ACS` senior management is
critical to its ability to maintain growth and any loss of key
personnel could adversely affect its business, page 12
26. We note the generic nature of this risk factor.  Since all
companies rely on their key personnel, please identify the
officers
upon whom you are reliant and clearly explain how the loss of
these
individuals would affect your company.  For example, please
elaborate
on the risk posed by losing their knowledge and business contacts.
27. On page 26, we note that you do not have employment agreements
with any of your executive officers.  Please disclose that fact in
this risk factor.

There has not been any prior trading market for the ACS shares and
a
trading market for the ACS shares may not develop, page 13
28. Please note that shares are not listed on the OTCBB, they are
quoted.  Please revise as necessary.

Future sales of ACS capital stock, or the perception that these
sales
may occur, could depress the price of ACS` common stock, page 14
29. Please revise the risk factor to include a discussion on the
potential dilutive effects of your Stock Option Plan and
conversion
of your outstanding warrants.

Management`s Discussion and Analysis or Plan of Operation, page 14

General
30. Please revise to identify and discuss key performance
indicators,
including non-financial performance indicators, that management
uses
to manage and assess the business and that would be material to
investors.  Refer to SEC Release 33-8350.
Overview, page 15
31. You state that upon effectiveness of your registration
statement
"ACS will be allocated the Patient Infosystems corporate assets,
liabilities and expenses related to Patient Infosystems` ancillary
health benefits management business based on an estimate of the
proportion of such amounts allocable to ACS, utilizing such
factors
as total revenues, employee headcount and other relevant factors."
This appears to indicate that your assets, liabilities and
expenses
have yet to be allocated to you.  However, based on your financial
statements it appears that the allocation has already taken place.
Please advise or revise.

Results of Operations, page 16

Revenues, page 16
32. Please supplementally explain why you are comparing the actual
results for the nine months ended September 30, 2004 with the pro
forma results for the nine months ended September 30, 2003.  We
may
have further comments based on your response.
33. You state that you believe that you have "experienced improved
relations with providers in [your] network as a result of, among
other things, the acquisition by Patient Infosystems."  Please
revise
to state the effect that your spin-off will have on your relations
with the providers.
34. We note your statement that you expect to see "growth in the
number of payor and client relationships due to an increased
emphasis
on sales."  Please provide additional information as to what steps
you took in increasing your emphasis on sales and whether
additional
relationships were formed after September 30, 2004 as a result of
such efforts.

Operating Expenses, page 17
35. You state that "cost reductions were offset by a one-time
warrant
compensation expense of $212,000 million charged in the first
quarter
of 2004."  It appears that the one time compensation expense was
$212,000 not $212,000 million.  Please advise or revise.
36. We note that certain of the cost reductions discussed were the
result of  the consolidation of certain functions with Patient
Infosystems.  Please discuss the effect your separation from
Patient
Infosystems will have on your operating expenses going forward.
In
addition, please discuss the fact that, as a separate public
company,
you will be required to make increased expenditures.
Liquidity, page 17
37. You state that on January 28, 2005, you "amended [your] credit
agreement with Wells Fargo Bank, N.A. extending the line of credit
to
$3,000,000, $1,000,000 of such increase intended as a prepayment
of
pre-existing debt of Patient Infosystems by ACS.  Mr. Pappajohn
and
Dr. Schaffer, directors of the Company guaranteed such increase."
Please file your agreement with Wells Fargo Bank as an Exhibit.
Also, please file your agreements with Mr. Pappajohn and Dr.
Schaffer, regarding the guarantee they provided, as an Exhibit.
38. Please revise to include a discussion of the reason for any
material changes in assets and liabilities from the nine months
ended
September 30, 2003 to September 30, 2004 and for the fiscal year
ended December 31, 2002 to December 31, 2003.  For instance,
please
explain the large decrease in your accrued expenses for the nine
months ended September 30, 2004 to the nine months ended September
30, 2003.
39. Please disclose all material commitments for capital
expenditures
and the expected sources of funds for such expenditures.
40. If material, disclose any known trends, events or
uncertainties
that have, or are reasonably likely to have, a material impact on
your short-term or long-term liquidity.  Refer to Item 303 of
Regulation S-B.

Year Ended December 31, 2003 Compared to Year Ended December 31,
2002, page 19
41. Please revise to explain the reason for the changes in your
revenues, costs of revenues and expenses.  Regarding the ancillary
health claims revenue, please explain why it has decreased despite
the fact that you state you are focusing more on the ancillary
service market.

Description of Business, page 21

General
42. Please revise to identify the few major customers upon whom
you
are dependent.  Refer to Item 101 of Regulation S-B.

Ancillary Custom Network,