SecProbe.io

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Jeffrey A. Baumel

973.639.5904
Fax 973.297.3814
jbaumel@mccarter.com

November 3, 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 letter dated November 2, 2005 (the "SEC Letter"). Set
forth below is the text of the comment contained in the SEC Letter and the
Company's response thereto. The heading and numbered paragraphs below correspond
to the headings and paragraph numbers in the SEC Letter.

1.    We note that, according to a press release issued by Patient InfoSystems
      ("PATY"), dated October 31, 2005, that PATY had just completed a private
      offering of its shares. Please provide us with an analysis as to why the
      private offering of the PATY shares while your SB-2 was on file should not
      be integrated with this public offering. Also, in connection with the
      private placement please provide us with a copy of the Private Placement
      Memorandum.

      Introduction. The securities of Patient Infosystems issued by Patient
      Infosystems, Inc. pursuant to the private offering, which were issued
      while the SB-2 relating to the distribution of shares of common stock of
      American Caresource, Inc. was on file, should not be integrated with such
      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
      issuers and different securities. None of the proceeds of the private
      offering of securities of Patient Infosystems have been or will be used to
      benefit the business of the Registrant. The proposed distribution of
      shares in the dividend is being made by Patient Infosystems to its

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Securities and Exchange Commission
November 3, 2005
Page 2

      stockholders on a pro rata basis for no consideration. Because the
      Registrant and Patient Infosystems are separate issuers, there should be
      no reason to address the integration issue in connection with the private
      offering of securities by Patient Infosystems and the proposed dividend of
      common stock of the Registrant. But more important and necessarily
      dispositive of the issue, is the fact that even though the Registrant has
      filed a Registration Statement relating thereto, the pro rata distribution
      of the shares of the Registrant is not a "sale" of such securities by
      Patient Infosystems.

      Under a Traditional Integration Analysis, There Would be no Integration.
      Even if a traditional integration analysis was to be undertaken, the
      issuance of the securities of Patient Infosystems 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
      distribution:

      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 securities of Patient
      Infosystems in the private offering and the pro rata distribution of
      common stock of the Registrant are two independent transactions with no
      financial relationship. The proposed distribution covered by the
      Registration Statement involves a distribution by dividend by Patient
      Infosystems to all stockholders of Patient Infosystems of shares of common
      stock of the Registrant. The spin-off was conceived of and instigated
      months before the private placement was even on the horizon for Patient
      Infosystems. The private placement was commenced to satisfy a condition
      precedent of the proposed acquisition of CCS Consolidated, Inc. ("CCS").
      The Merger Agreement provides that Patient Infosystems was to complete a

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Securities and Exchange Commission
November 3, 2005
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      private sale of securities in order to fund continuing operations and to
      reduce debt. The spin-off, alternatively, was conceived of, planned for
      and instigated long before negotiations for the CCS transaction even
      began. In fact, none of the proceeds of the private offering will inure to
      the benefit of or affect the balance sheet or business efforts of the
      Registrant. Accordingly, the purpose of each offering, i.e., raising
      capital to satisfy the condition precedent in the proposed CCS Merger and
      spinning off the Registrant as an independent public company, are clearly
      distinct. Each transaction is unaffected by the outcome of the other and
      each transaction is independent of the other. Moreover, since there is no
      consideration being received by Patient Infosystems for the shares of the
      Registrant's common stock being distributed, the distribution by dividend
      does not even involve a financing. For these reasons, the offerings do not
      involve a single plan of financing.

      Same class of security. The securities involved in each of the two
      distributions in question are clearly a different security. First, in the
      private offering, securities of Patient Infosystems were offered and sold
      by Patient Infosystems. The distribution pursuant to the Registration
      Statement involves the pro rata distribution by dividend for no
      consideration of shares of common stock of the Registrant. Without
      question, these are not only different classes of securities but they are
      securities of different issuers. At the time of the private offering, the
      dividend had not been declared and the Board of Directors of Patient
      Infosystems had no obligation to follow through with the proposed
      dividend. The securities issuable in the private placement were not
      convertible into nor did they provide the investor therein with a right of
      any kind to acquire or receive securities of the Registrant at the time of
      the purchase.

      Offerings made at or about the same time. Although the issuance of the
      securities in the private placement 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 securities by Patient
      Infosystems and the distribution by dividend do not involve the same type
      of consideration. The securities issued in the private offering by Patient
      Infosystems were issued for cash. 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 pro rata
      distribution of the shares to the shareholders of Patient Infosystems for
      no consideration. The 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). Clearly, because only one of the two transactions at
      issue (i.e., the private offering) even involves the receipt of
      consideration by Patient Infosystems, the issuance of the securities of
      Patient Infosystems in its private offering should not be integrated with
      the proposed dividend based on this criterion.

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Securities and Exchange Commission
November 3, 2005
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      Offerings made for the same general purpose. The issuance of the
      securities by Patient Infosystems in its private offering and the dividend
      of stock of the Registrant seek to accomplish significantly different
      purposes. As previously discussed, the purpose of the issuance of the
      securities by Patient Infosystems in the private offering is to provide
      for working capital and debt reduction for Patient Infosystems in
      satisfaction of its obligations under the Merger Agreement with CCS. By
      way of contrast, the purpose of the proposed dividend is to distribute on
      a pro rata basis for no consideration 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. 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 securities by
      Patient Infosystems in the private offering and the distribution have two
      separate and very distinct general purposes.

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

      Under Section 2(3) the Distribution Does Not Constitute a "Sale" of
      Securities. The distribution of the Registrant's Common Stock to holders
      of Patient Infosystems equity securities will not involve an "offer to
      sell" or a "sale" of securities within the meaning of Section 2(3) of the
      Securities Act because there will be no disposition by Patient Infosystems
      of securities for value and no new investment decision by the holders of
      Patient Infosystems Common Stock who will receive ACS Common Stock in the
      spin-off. Furthermore, Patient Infosystems stockholders will not provide
      any consideration to Patient Infosystems for ACS Common Stock that they
      will receive in the spin-off.

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Securities and Exchange Commission
November 3, 2005
Page 5

      The substance of the equity interest held by stockholders will be the same
      immediately after the spin-off as it was before the spin-off. The spin-off
      involves neither the receipt by Patient Infosystems' stockholders of new
      or different investments from those currently owned by such holders
      through their existing holdings in Patient Infosystems nor an exchange by
      such holders of any consideration.

      The Commission has taken the position that a dividend paid in the form of
      securities, like a dividend paid in cash, generally does not constitute a
      "sale" within the meaning of Section 2(3), because such dividend does not
      constitute a disposition "for value" within the meaning of that section.
      See, e.g., Release 33-929 (July 29, 1936). The underlying policy rationale
      for this position is that a stockholder who receives a spin-off dividend
      does not make an independent investment decision nor give any
      consideration in exchange for the securities received.

      For the reasons stated above, we believe that the spin-off does not
      constitute a "sale" or "other disposition for value" for the purposes of
      Section 2(3) under the Securities Act.

      Finally, a copy of the Private Placement Memorandum used in connection
      with the private offering will be delivered to you under separate cover in
      accordance with the Staff's request.

2.    Please revise the SB-2 to disclose the dilutive effect of the private
      offering on your shareholders. We note that the proceeds of that offering
      were allocated exclusively to PATY.

      In response to the Staff's comment above, the Registration Statement will
      be further revised to disclose the dilutive effect of Patient Infosystem's
      private offering.

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Securities and Exchange Commission
November 3, 2005
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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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