SecProbe.io

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Jeffrey A. Baumel

973.639.5904
Fax 973.297.3814
jbaumel@mccarter.com

October 25, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Attn:  Owen Pinkerton, Senior Counsel

Re:    American Caresource Holdings, Inc. (the "Company" or the "Registrant")
       File No. 333-122820

Dear Mr. Pinkerton:

      On behalf of the Registrant, set forth below is the Registrant's response
to the Staff's comment number 3 contained in the comment letter dated October
11, 2005. The Registrant's response corresponds to this comment only.

Item 26. Recent Sales of Unregistered Securities, page II-2

1.    We reissue comment 5 in part. Please break out your disclosure to discuss
      the specific issuances made to each individual, including the dates of the
      issuances. In addition, please disclose the exemption from registration
      you relied upon in each issuance, including the facts necessary to support
      your claim. In connection with this, please provide us with an analysis as
      to why the warrants issued while the SB-2 was on file should not be
      integrated with this public offering under Black Box Incorporated (June
      26, 1990) and Squadron, Ellenoff, Plesant & Lehrer (February 28, 1992).
      Refer to Item 701 of Regulation S-B.

      In response to the Staff's comment above, the Registration Statement will
      be further revised to list the dates of the specific issuances of warrants
      made to John Pappajohn, Derace Schaffer and Matthew Kinley. Please note
      that each of Mr. Pappajohn and Dr. Schaffer are members of the Board of
      Directors of the Registrant. Mr. Kinley is an investment banker who, in
      his capacity as an employee to Mr. Pappajohn's firm, has provided
      investment banking services to the Registrant for almost two years. Mr.
      Kinley is an accredited investor as such term is defined under the
      Securities Act of 1933 and has intimate knowledge of the Registrant and
      its affairs. Additionally, the Registration Statement will be revised to
      set forth that the Registrant relied upon the exemption from registration
      provided under Section 4(2) of the Securities Act in connection with each
      issuance of warrants.

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Securities and Exchange Commission
October 25, 2005
Page 2

      Introduction. In response to the Staff's comment concerning integration,
      the warrants issued to Mr. Pappajohn, Dr. Schaffer and Mr. Kinley, which
      were issued while the SB-2 was on file should not be integrated with the
      distribution under Black Box Incorporated (June 26, 1990) and Squadron,
      Ellenoff, Plesant & Lehrer (February 28, 1992). As a threshold matter, the
      two transactions to which the Staff's comments refer involve different
      distributing parties. The warrants were issued by the Registrant in
      consideration of guarantees of a loan from a commercial bank. The proposed
      distribution of shares in the dividend is being made by Patient
      Infosystems to its stockholders on a pro rata basis for no consideration.
      Although each transaction involves securities of the same issuer, the
      parties instigating each transaction are different, independent entities.
      Because the Registrant and Patient Infosystems are separate issuers, there
      should be no reason to address the integration issue in connection with
      the issuance of the warrants by the Registrant and the proposed dividend
      by Patient Infosystems.

      Nonetheless, even if a traditional integration analysis was to be
      undertaken, the issuance of the warrants should not be integrated into the
      proposed dividend of the Registrant's common stock by Patient Infosystems,
      because the criteria of the five-factor integration test established in
      Securities Act Release No. 33-4552 (November 6, 1962) (the "Release") have
      clearly not been satisfied. As set forth in the Release, the following
      factors are relevant to the question as to whether an exempt offering
      should be integrated with another separately structured offering:

            1.    Are the offerings part of a single plan of financing?
            2.    Do the offerings involve issuance of the same class of
                  security?
            3.    Are the offerings made at or about the same time?
            4.    Is the same type of consideration to be received?
            5.    Are the offerings made for the same general purpose?

      Single plan of financing. The issuance of the warrants by the Registrant
      and the distribution of common stock by Patient Infosystems are two
      financially independent transactions. In the exempt offering, the
      Registrant issued warrants to purchase a total of 1,544,950 shares of the
      Registrant's common stock as compensation for certain guarantees of debt
      by Mr. Pappajohn, Dr. Schaffer and Mr. Kinley. Alternatively, the proposed

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Securities and Exchange Commission
October 25, 2005
Page 3

      distribution covered by the Registration Statement involves a distribution
      by dividend by Patient Infosystems to all stockholders of Patient
      Infosystems of approximately 12,000,000 shares of common stock of the
      Registrant. First of all, to the extent that there is no consideration
      being received by Patent Infosystems for the shares of the Registrant's
      common stock being distributed, the distribution by dividend does not even
      involve a financing. Secondly, the purpose of each offering, i.e.,
      guaranteeing debt and spinning off the Registrant as an independent public
      company, are clearly distinct. Each transaction is unaffected by the
      outcome of the other offering and each offering is independent of the
      other. For these reasons, the offerings do not involve a single plan of
      financing.

      Same class of security. The Staff has taken the position that an offering
      of securities convertible into common stock and an offering of common
      stock involve the same class of securities. Although the issuance of the
      warrants to purchase shares of the Registrant's common stock and the
      distribution of the Registrant's common stock involve the same class of
      securities, other factors must be considered when determining whether
      offerings should be integrated. See Wellington Fund, Inc., Sept. 22, 1976,
      1976 WL 12640.

      Offerings made at or about the same time. The issuance of the warrants and
      the distribution were made at or about the same time. The initial warrant
      issuance and the subsequent issuance of the warrants were made within a
      six month period of the initial filing of the Registration Statement and
      the pending distribution. Although the issuance of the warrants and the
      distribution are close in time to each other, this factor has seldom been
      a determinative factor as to integration. See Wellington Fund, Inc., Sept.
      22, 1976, 1976 WL 12640 and Guarantee Mutual Life Ins. Co., April 13,
      1995, 1995 WL 256250. Other factors, such as the type of consideration and
      the purpose of the offerings, have been viewed by the Staff as more
      critical. See Guarantee Mutual Life Ins. Co., April 13, 1995, 1995 WL
      256250.

      Type of consideration. The issuance of the warrants and the distribution
      do not involve the same type of consideration. The warrants to purchase
      shares of the Registrant's common stock were issued as consideration for
      guarantees made by Mr. Pappajohn, Dr. Schaffer and Mr. Kinley in
      connection with the extension of a line of credit to the Registrant by a
      commercial bank. However, the proposed distribution of shares by dividend
      to Patient Infosystems' stockholders does not involve any consideration.
      Rather, the proposed dividend would be declared by the Board of Directors
      of Patient Infosystems and would involve the distribution of the shares to
      the shareholders of Patient Infosystems for no consideration. The

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Securities and Exchange Commission
October 25, 2005
Page 4

      Registrant, as the issuer, would receive no consideration in connection
      with the proposed dividend. The recipients of the shares in the proposed
      dividend are not making an investment decision (in that the dividend is
      being declared by the Board of Directors of Patient Infosystems). In fact,
      the Board of Directors of the Registrant has no control over the timing,
      nature or circumstances relating to the proposed distribution. Clearly,
      because the type of consideration differs in each transaction, the
      issuance of the warrants should not be integrated with the proposed
      dividend.

      Offerings made for the same general purpose. The issuance of the warrants
      and the dividend of stock by Patient Infosystems seek to accomplish
      significantly different general purposes. As previously discussed, the
      purpose of the issuance of the warrants to Mr. Pappajohn, Dr. Schaffer and
      Mr. Kinley was compensation for the guarantee of a credit line issued
      through a commercial bank. By way of contrast, the purpose of the proposed
      dividend is to distribute up to 12,000,000 shares of the Registrant's
      common stock to the stockholders of Patient Infosystems. The effect of
      this initiative would be to create two separate, publicly-traded
      companies, American Caresource Holdings, Inc. and Patient Infosystems. The
      distribution is in the best interests of the Registrant, Patient
      Infosystems and Patient Infosystems' shareholders. Patient Infosystems
      believes that the distribution will enhance value for Patient Infosystems
      stockholders and give the Registrant the financial and operational
      flexibility to take advantage of potential growth opportunities in the
      ancillary benefits management services business. Further, the distribution
      will enhance the ability of the Registrant and Patient Infosystems to
      focus on strategic initiatives and new business opportunities and improve
      cost structures and operating efficiencies. Additionally, Patient
      Infosystems' board of directors expects that the Registrant's transition
      to an independent company will have the added benefits of allowing the
      Registrant's management to focus solely on the Registrant's operations,
      and allow the investment community to better measure the Registrant's
      performance relative to its peers. Consequently, the issuance of the
      warrants and the distribution have two separate and very distinct general
      purposes.

      On the basis of the foregoing, the proposed distribution by dividend by
      Patient Infosystems should not be integrated with the exempt issuance of
      warrants by the Registrant. The distribution, may therefore be undertaken
      without undermining the reliance on the Section 4(2) exemption for the
      issuance of the warrants.

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Securities and Exchange Commission
October 25, 2005
Page 5

We appreciate the Staff's consideration of this letter. If you have any
questions, or if we may be of any assistance, please contact the undersigned at
(973) 622-4444.

Very truly yours,

/s/ Jeffrey A. Baumel

Jeffrey A. Baumel

JAB:an
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