SecProbe.io

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Mail Stop 6010

									May 18, 2005

Ivar S. Chhina
President and Chief Executive Officer
Interdent Service Corporation
222 N. Sepulveda Blvd. - Suite 740
El Segundo, CA  90245

Re:  	Interdent Service Corporation
Form S-4 Registration Statement
	File No. 333-124080

Dear Mr. Chhina:

      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.

Comments applicable to the entire filing

1. Your document contains many claims and expresses a number of
beliefs regarding your market share, the overall market for your
services and comparisons of your position that of your
competitors.
See, for example, the beliefs set forth in the bullets on page 2
and
claims regarding the size of the industry, references to
capitation
risk and the extent of dental insurance coverage, also on page 2
and
your claim that you are "one of the largest dental practice
management companies in the United States."  Please provide us
with
copies of the documents on which each of your claims and beliefs
are
based.  The documents should be marked to show the information you
are relying on and should be cross referenced to the location(s)
in
the document where each claim or belief appears.  Please note that
the examples given are only a few examples of many instances that
must be supported.

2. Please provide us with a copy of your draft letter of
transmittal.

3. Additionally, please provide a letter containing the
representations required by the Morgan Stanley no-action letter.

Prospectus Cover Page

4. Please revise to include only the information required by Item
501
of Regulation S-K.  The cover page should not exceed one page.

5. Please identify the "certain transfer restrictions" and
"certain
liquidated damage provisions" to which you refer.  Additionally,
revise other instances throughout your document where you have
used
the word "certain" to be more specific.  If the restrictions,
rights,
provisions, etc. are material to investors, please describe them
in
their own sentences.  If they are not material, please delete the
references to them.

6. Please delete the phrase "some factors" from the cross
reference
to the "Risk Factors" section of the prospectus.  The phrase
inappropriately mitigates the significance of the information
contained in the Risk Factors section.

Industry and Market Data - page i

7. In the last two sentences of this paragraph you appear to be
disclaiming liability for the information you have included in
your
registration statement.  This is not appropriate.  Please delete
the
two sentences as you are, in fact, responsible for the information
you include.

Summary - page 1

8. The information currently included is provided as of December
31,
2004.  Please update the information to the most recent
practicable
date.

9. Please clearly indicate, under "Our Company," how you generate
revenues and what they consist of.

10. Please delete the last paragraph on page 1 and the first full
paragraph on page 5 in which you discuss "Adjusted EBITDA."  The
inclusion of this information is inappropriate.  Please note that
if
you include any financial information in the summary, it must be a
balanced presentation.  For example, it is inappropriate to refer
to
net sales without a discussion of your expenses and net income.
Likewise, it is inappropriate to state that your business model
has
minimal recurring capital expenditure and working capital
requirements, without discussing what they are.  This is
particularly
so in light of your January emergence from bankruptcy protection.

11. Your summary as currently written is not a balanced
presentation
of your business as it focuses only on the positive aspects of
your
business without addressing any of the negative aspects or without
discussing the obstacles you face. For example, you need to
balance
your discussion of competitive strengths on pages 2-3 with a
discussion of your competitive weaknesses and discuss why, given
your
belief that your practice model and affiliation structure offer a
"compelling alternative for independent dentists," the number of
practices affiliated with you has been decreasing.   This
disclosure
should be as prominent as the discussion of your strengths.

12. In the third full paragraph of page 3 you say that your
business
has recently generated "significant free cash flow."  Please
explain
what this term refers to and discuss it in context of your
bankruptcy.

13. In the fourth paragraph on page 3 you say that you have the
"strategic and financial support" of Levine Leichtman Capital
Partners, Inc.  Please explain what this support consists of.

14. Please explain what "InterDent University" is and what
services
it provides.

15. Please explain what you mean when you refer to "leveraging our
regional brands," "de novo offices," "organic growth plans" and
affiliating "only with the highest quality dental providers."  If
the
term "de novo offices" refers to new offices, please tell us why
you
use that term instead of simply referring to new offices.

16. Under "Our History" on page 4, please disclose when Levine
Leichtman Capital Partners, Inc. initially invested in your
company,
the extent of the investment and their role prior to the December
2004 transactions.  We note that disclosure on page 46 indicates
that
they were a "minority stockholder" prior to the December
transactions
but you have not disclosed this in your discussion of the
company`s
history or the recent developments.

17. In the carryover paragraph at the top of page 5 you state that
you completed your Chapter 11 reorganization in October of 2003
and
in the following paragraph state that you are "now over a year and
a
half removed from the Chapter 11 reorganization."  This statement
is
inconsistent with the disclosure on page 46 indicating that you
emerged from bankruptcy in January of 2005.  Please revise it
accordingly.

Recent Developments - page 5

18. We note that IDI, and not Interdent Service Corporation, was
the
issuer of the notes you are offering to exchange in this offering.
Please tell us the factual and legal basis for your belief that
this
exchange offering falls within the series of "Exxon Capital" no-
action letters issued by the staff.  Please note that for a
transaction to fall under the Exxon Capital line of no-action
letters, the new securities must be substantially similar to the
original securities.  Generally, this means both securities must
have
the same issuer.  An exception to this "same issuer" rule exists
for
situations in which a new issuer assumes the obligations of the
original issuer.  For this exception to be available, the new
issuer`s assumption of the original issuer`s obligations must have
been in a private placement pursuant to Section 4(2) of the
Securities Act prior to the time the registration statement is
filed
or the assumption must have been contemplated in the terms of the
original issuance of securities.

19. Disclose the amount IDI paid for its interest in Interdent,
Inc.
Disclose how much of it was paid to DDJ and how much to the other
investors.  Also disclose how much of the stock was cancelled by
Interdent and how much was transferred to LLCP II.

20. Please disclose when Interdent Service Corporation was created
and discuss its history.  If it was created as part of the
December
2004 transactions, say so.

21. We note that the December transactions involved related
parties
and were not arms length transactions.  Please disclose and
discuss
how the value of the transaction(s) were determined and who made
the
determinations.  Also disclose when DDJ acquired its interest in
Interdent, Inc.

22. Disclose the identity of the security holder who objects to
the
application of the "drag along" provisions and the extent of the
ownership interest involved.  Discuss the procedures available to
the
objecting party and the consequences for the company if the
objecting
party is successful in challenging the application of the "drag
along" provision.

23. Briefly discuss the relevant indemnification obligations.

Summary of Terms of the Exchange Offer - page 7

24. Please confirm that the offer will be open for at least 20
full
business days to ensure compliance with Rule 14e-1(a).  Further
confirm that the expiration date will be included in the final
prospectus disseminated to security holders and filed pursuant to
the
applicable provisions of Rule 424.

Summary Terms of the New Notes - page 11

25. Please refer to the discussion of "ranking" on page 11.
Please
consider inclusion of a chart that shows where the notes stand in
relation to your other existing and potential future debt.  The
chart
should be quantified to the extent practicable.  It is currently
unclear as to whether you have any other senior indebtedness, or
any
subordinated indebtedness.  Also, please clarify whether you have
any
subsidiary debt, quantify the amount if you do, and indicate
whether
the subsidiary debt is senior to the new notes.

26. Please refer to the discussion of the "intercreditor
agreement"
on page 11.  Please describe and quantify the other first-priority
lien indebtedness you are permitted to incur.

27. Please expand the discussion of "Mandatory Offers to
Repurchase"
on page 12 to briefly explain, in plain English, how the term
"change
of control" is defined in the indenture.

Risk Factors - page 16

28. Throughout your document you use phrases such as "there can be
no
assurance that,"  "we cannot, however, assure you that," and "we
cannot assure you that" various things will or will not happen.
In
most cases, the things you refer to are not within your control.
Consequently, this language is redundant and legalistic.  Please
delete these and similar phrases wherever they appear and instead,
make sure that you have adequately explained why you cannot
"assure"
these things.

29. Additionally, describe the consequences if the event(s) that
you
cannot assure or predict will occur do not occur.  For example:

* On page 16, you state that you cannot assure investors that an
active trading market will develop.  Please revise to discuss the
consequences if a market does not develop.

* On page 27, you state that you can`t assure investors that you
will
be able to hire additional staff on a timely basis.  Please revise
to
discuss the consequences if you cannot.

30. Many of your risk factor subheadings are simple statements of
fact that do not identify a specific risk and its potential
adverse
consequences to an investor or the company.  You will need to
revise
them so that they do.  In addition, the subheading should
accurately
summarize the content of the body of the risk factor.  The
subheading
should not be repeated in the body of the risk factor.  Here are
some
examples of subheadings that need to be revised:

*  "We operate in a highly competitive environment." - page 25

* "We face risks associated with our de novo office development."
-
page 25

* "We operate in a highly regulated environment." - page 26

31. In a number of your risk factors, both the subheadings and the
body contain vague and generic language regarding the adverse
consequences resulting from the identified risk.  For example, you
frequently say that a factor "could have a material adverse effect
on
our business, financial condition and results of operations."
Please
replace this and similar language in the subheadings and risk
factors
with precise descriptions of the specific and direct potential
adverse consequences of the risk you have identified.

32. Please include a risk factor disclosing that the notes
constitute
non-investment grade debt.  We note that many investors are
prohibited from purchasing, or have policies against purchasing,
non-
investment grade debt.  We think you should briefly describe these
limitations and their potential adverse impact on an investment in
your notes.

33. Please include an additional risk factor that addresses the
fact
that the proceeds of the notes you are offering to exchange were
used
in part by your majority shareholder to purchase its interest in
you
and your parent and not to further the business or operations of
the
respective companies.  The risk factor should also clarify and
discuss the actual amount paid by the majority shareholder for its
interest in the companies in light of the assumption of the debt
by
the company, as well as the potential adverse consequences to
potential purchasers of the notes.

Because there is no public market for the new notes, you may not
be
able to sell your new notes. - page 16

34. You say that "any market-making activity in the new notes will
be
subject to the limits imposed by the Securities Act and the
Exchange
Act."  Please revise the risk factor to describe what these
limitations are and what the potential adverse consequences for
investors could be.  Quantify the disclosure to the extent
practicable.

Our substantial indebtedness could adversely affect our financial
condition and prevent us from fulfilling our obligations under the
notes. - page 17

35. Please update the information in this risk factor to the most
recent practicable date.

36. Please include a chart that shows all of your debt
obligations.
It should also show the aggregate amount of your interest and
principal payments in the current and each of the next five fiscal
years.

We will require a significant amount of cash to service our
indebtedness, and our ability to generate cash depends on many
factors beyond our control. - page 17

37. The information currently included in this risk factor is so
vague and generic that it is not informative to an investor.
Please
revise it to provide an adequate factual context, quantifying the
disclosure to the extent practicable.  You should include a
discussion of your plans for future capital expenditures and
expansion efforts and disclose the amount of money you will need
to
implement these plans as well as the anticipated source of the
needed
funds.  Also discuss your need and plans to refinance your debt.
Quantify and discuss your success in generating cash during the
current and each of the three most recent fiscal years.  It is
unclear why revenue generated from the provision of dental
services
would be subject to significant fluctuation from one year to the
next.  Please explain.  Also identify and quantify your "other
liquidity needs."

38. Tell us whether you currently anticipate being able to meet
your
liquidity needs during the current and next fiscal year.  If you
do
not anticipate being able to do so, disclose this in your risk
factor
and explain what the potential adverse consequences will be to
purchasers of the securities being offered.

39. Please quantify your annual debt service obligations.

The collateral securing the notes is subject to first-priority
liens
and your right to receive payments on the notes will effectively
be
subordinated to payments under the instruments governing our
priority
lien obligations, including our senior secured revolving credit
facility, to the extent of the value of the