SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

MAIL STOP 3561

June 17, 2005

Steven R. Berrard
Chief Executive Officer
Services Acquisition Corp. International
401 East Olas Boulevard, Ste 1140
Fort Lauderdale, FL 33301

Re:	Services Acquisition Corp. International
Amendment to Registration Statement on Form S-1
      Filed on June 1, 2005
File No. 333-122812

Dear Mr. Berrard,

      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 your response to comment two of our letter dated May
25,
2005. We did not calculate the average cost per shares
"contemplating" that existing stockholders have conversion rights
to
their existing shares.  We understand that existing shares will
not
benefit from the conversion feature or pro rata distribution, if
it
occurs.  We are looking at it from the prospective of the average
price existing shareholders pay for their "equity stake."  Because
they received their initial shares at very minimal prices, they
would
not be affected in the same proportion by exercising their
conversion
rights if they decide to do so.  For instance, Steven Berrard will
own 5% of the company after the offering due to his current
holdings.
If Mr. Berrard purchased an additional 5%, and then decided to
exercise his conversion rights with respect to that same 5%, he
would
have effectively contributed $0.6878 to the company for his
original
5%.  An investor who purchases 10% of your units and then decides
to
convert 5% of his shares will have effectively paid $8.68 per
share
for his 5% equity stake.  As such, we are still of the opinion
that
the prior comment regarding incentives and disincentives applies.
Please advise.

2. In conjunction with the preceding comment.  We note that
because
only a majority vote in favor is needed, it would appear existing
shareholders in particular could intentionally vote against the
business transaction to retain their right of conversion and
convert
if less than 20% of the public shareholders either vote against
the
business combination or convert their shares. Please revise to
discuss this potential conflict.

3. In the event that the company has circulated a preliminary
prospectus with respect to this offering, please advise the staff
as
to the views of each of the company and the underwriter(s) as to
the
need to re-circulate a revised prospectus that reflects the
revisions
to the form of prospectus that have occurred since the original
circulation of the preliminary prospectus.

Prospectus Summary, page 1

4. We note your response to comment three and the additional
disclosure regarding the potential use of proceeds for a deposit
or
lockup payment.  It would appear that in the event your proceeds
not
held in trusts are used in this manner, that you would not have
sufficient proceeds to pay for due diligence, negotiations`
expenses,
and other expenses that are part of executing a business
combination.
Assuming you will not forfeit such funds and desire to proceed
with a
business combination, your existing shareholders would have to
incur
such expenses.  Accordingly, the potential amount they would have
to
expend would be substantial, and there would be a risk that they
would negotiate the repayment as a term of any combination.  If
the
target company does not agree with the nature of management`s
excess
expenses, management may view such transaction unfavorably.
Please
advise or revise the appropriate sections to discuss the risks and
potential conflict that results from using the available proceeds
for
a deposit, lockup, or no shop provision.

Risk Factors, page 7

5. Please update the disclosure in the fourth risk factor.  Your
reference to the number blank check companies and the amount of
funds
held in trust is no longer current.  In addition, the risk factor
should be revised to include reference to not only those offerings
which are currently seeking business combination transactions, but
also those proposed offerings which are currently in registration
with the Commission.  Please consult with your sources and revise
as
appropriate.

Principal Stockholders, page 40

6. We note your response to comment 21.  It is not clear to us why
existing shareholders` "confidence" could not have been evidenced
by
having the subject individuals purchase warrants directly from the
company, which would provide the company with additional funds to
spend in their search.  Please advise.  Also, advise why it is
necessary to evidence such alignment in the aftermarket.

Certain Transactions, page 45

7. We note your response to comment 23.  You have disclosed all of
your private share issuances and that several individuals "may be
deemed" promoters.  Item 404(d) of Regulation S-K requires that
you
identify promoters and discuss all transactions involving such
persons.  Please review Rule 405 of Regulation C and revise to
disclose the persons that "are" deemed to be promoters.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Questions on other disclosure issues may be directed to Duc
Dang at (202) 824-5508.

						Sincerely,

						John Reynolds, Assistant Director
						Office of Emerging Growth Companies

Cc:  	Jeffrey P. Schultz
	Fax #  (212) 983-311
??

??

??

??

Steven R. Berrard
Chief Executive Officer
Services Acquisition Corp. International
June 17, 2005
Page 1

</TEXT>
</DOCUMENT>