SecProbe.io

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July 25, 2005

Mail Stop 6010

John R. Hinson and Raymond W. Cohen
CSQ Holding Company
3303 Monte Villa Parkway
Bothell, Washington 98021

Re:	CSQ Holding Company
Registration Statement on Form S-4
Amended July 21, 2005

Dear Messrs. Hinson and Cohen:

      We have limited our review of your filing to your responses
to
the comments in our July 15, 2005 letter.  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 information so we may better understand
your disclosure.  After reviewing this information, we may raise
additional comments.

Do persons involved in the transactions have interests, page 7

1.  Regarding your response to comment 1:

* It remains unclear from the disclosure in this section how the
compensation of CSQ directors and Mr. Cohen differ from their
current
compensation.  Quantify these differences by individual.
* Please tell us whether there are any plans to terminate Quinton
officers or directors in a manner that would accelerate options or
provide them any material benefit.  If so, please disclose and
quantify those benefits.

Reasons for the transaction, page 57

2.	Regarding the disclosure added in response to previous
comment
4:

* Clarify what "historical information concerning Quinton`s and
Cardiac Science`s respective businesses, prospects, financial
performance and condition, operations, technology, management and
competitive position" the board considered;
* Clarify the significance of the analysis of the trading prices
mentioned in the addition on page 58;
* Clarify the significance of the similar market capitalizations
mentioned in the additions on pages 58 and 62; and
* Clarify how the "relationship between the current and historical
market values of Quinton common stock and Cardiac common stock"
was
considered by the board.

3.  Please expand your response to previous comment 5 to analyze
(1)
the materiality of the differences in the projections used and (2)
whether investors should know that each party reached different
conclusions regarding the performance of the companies when
conducting their analyses and making their recommendations.

Opinions of the Financial Advisors, page 62

4.  We note your responses to comment 6; however, it remains
unclear
how the financial advisors chose which companies and transactions
to
include in its analyses and which to exclude.

Exhibit 8.2

5.  Given your changes to the disclosure that was the basis of
this
opinion, you should file an updated opinion.

      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 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.

      You may contact Lynn Dicker at (202) 551-3616 or Gary Todd,
Reviewing Accountant, at (202) 551-3605 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Mary Beth Breslin at (202) 551-3625 or me at (202)
551-3617 with any other questions.

            Sincerely,

            	Russell Mancuso
            	Branch Chief

cc (via fax): Stewart Landefeld
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John R. Hinson and Raymond W. Cohen
CSQ Holding Company
July 25, 2005
Page 2

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