SecProbe.io

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Mail Stop 6010

									June 28, 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
Amendment No. 1 to 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.

General

1. We note your response to comment 3.  Please file the letter
containing the representations required by the Morgan Stanley no-
action letter via EDGAR.

Recent Developments - page 6

2. The first sentence on this page is confusing.  Please clarify
the
relationships involved.

Risk Factors - page 19

Our debt instruments contain various covenants that limit our
ability
to operate our business.  This may harm our future operating
results
and reduce the funds we have available to pay principal and
interest
on the notes. - page 24

3. Please revise the last paragraph of the risk factor to indicate
whether you are currently in compliance with the EBITDA
requirement.

The terms of our management services agreements with dental
practices
may result in losses that cannot be recovered..., page 26

4. Your response to comment 62 states that you have disclosed the
amount of unpaid fees in 2004.  We were unable to locate this
disclosure.  Please tell us where this information is disclosed.

Our revenue may be adversely affected by third party payor cost
containment efforts and capitation arrangements, thereby reducing
the
cash we have available to pay interest and principal on the notes.
-
page 26

5. We note your responses to comments 63 and 100.  It appears from
these responses that you are unable to determine the percentage of
your revenues that come from insurance arrangements, other third
party payors and individuals.  Plese revise to disclose that you
are
unable to determine the extent to which you rely on third party
payors.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 47

Components of Revenue and Expenses, page 48

6. Refer to your response to comment 83.  Please explain to us and
disclose how you are able to effectively monitor and manage the
capitated arrangements, including the potential for loss
contracts,
without identifying the costs related to those agreements.

Critical Accounting Policies and Estimates, page 50

Net patient revenues, page 50

7. Refer to your response to comment 84.  Please provide the
information requested in this comment related to your analysis of
the
fee schedule adjustment allowance that you make each period to
compensate for the fact that the fee schedules may not be up to
date
as discussed on page 32.  Also clarify, if true, in your
accounting
policy described in the notes to the financial statements on page
F-
14 that these adjustments are what you reference when you say that
you record revenues "net of contractual adjustments."

Valuation of accounts receivable, page 50

8. Refer to your responses to comments 85 and 94.  In addition to
your revised disclosures please provide the following previously
requested information:

* for each period presented, quantify and disclose the amount of
changes in estimates of prior period contractual adjustments that
you
recorded during the current period. For example for 2004 this
amount
would represent the amount of the difference between estimates of
contractual adjustments for services provided in 2003 and the
amount
of the new estimate or settlement amount that was recorded during
2004.

* Disclose the day`s sales outstanding for each period presented.
Disclose the reasons for significant changes in this metric from
the
prior period.  Also disclose management`s target for this metric
along with a discussion of the reasons why the actual amounts may
vary from this target.

9. Please include Schedule II, "Valuation and qualifying accounts"
in
your next amendment as required by Rule 5-04 of Regulation S-X.

Results of Operations, page 52

Comparison of Reorganized Company for the First Quarter of 2005 to
First Quarter 2004, page 53

Revenue, page 53

10. Please explain to us and clarify in your disclosure what you
mean
when you refer to pro forma information in this discussion.
Further
include a better discussion of what actually resulted in the
increase
in revenues between the two periods including a quantification of
the
revenues generated by new offices.

EBITDA and Adjusted EBITDA Analysis, page 60

11. Refer to your response to comment 90.  In addition you
continually refer to the use of EBITDA as a performance measure.
Many of the uses that you sight in the reasons to include this
measure appear to indicate that it is more of a liquidity measure.
We do not feel that you have adequately justified this use under
the
requirements of Question 15 of our "Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures" on our website
www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm issued on June
13,
2003 to use this as a performance measure.  We fail to see how the
adjustments made to arrive at EBITDA are not recurring in nature,
so
they fail to meet the requirements for exclusion under the
guidance
in Question 8.  As such please revise the document to not include
this as a performance measure.

12. The financial measure called "adjusted EBITDA" excludes
"earning
or charges that we consider not to be indicative of our ongoing
operations."  Some of the excluded items such as the management
retention payments, expenses related to office closures, executive
severance expenses and impairment charges on long lived assets
appear
to be recurring expenses. While the acceptability of a non-GAAP
financial measure that eliminates recurring items from the most
comparable GAAP measure depends on all facts and circumstances, we
do
not believe that a non-GAAP measure that has the effect of
smoothing
earnings is appropriate.  We note that excluding the effect of the
above expenses has the following attribute:  there is a past
pattern
of similar transactions occurring in most reporting periods such
as
restructuring charges, restructuring financial advisor fees and
transaction bonuses.  Expenses related to office closures and
impairment charges are part of the adjusted EBITDA for most
periods
presented in the reconciliation.  Please refer specifically
question
8 in the above referenced FAQ.  As it appears that you have not
adequately disclosed the usefulness of this measure, please remove
all references to this measure in your amended filing.

Financial Statements - December 31, 2004 - InterDent, Inc.

Consolidated Statements of Operations, page F-5

13. We agree with your analysis that loss (gain) on extinguishment
of
debt is appropriately not classified as an extraordinary item in
accordance with SFAS 145.  Your explanation does not support the
classification of the amount within operations as it appears that
this activity would be more appropriately reflected as non-
operating.
Please explain to us why you feel your classification of these
amounts as operating is appropriate.  Also revise your statement
of
operations to provide a cost of services provided line item.
Refer
to Items 503(b)(3) and (7) of Regulation S-X.

3.  Summary of Significant Accounting Policies, page F-13

Net revenues, page F-14

14. Refer to your response to comment 111.  We are still unable to
see how both of the policies described conform to GAAP.  Please
provide to us your analysis with references to the applicable
guidance that supports the appropriateness in GAAP of both
methodologies.  Further explain to us how the timing difference
described in your response would not affect your balances at each
period end.

10.  Shareholder`s Equity, page F-27

Common Stock, page F-28

15. We note your responses provided to comments 117 and 118.  In
your
response you make the assertion that the shares and warrants were
not
issued "in exchange for any value received by the company," and in
the last bullet on page 6 you state that these shares and warrants
were issued "as consideration for the merger."   We are also
unclear
what you mean when you refer to this transaction as a
"recapitalization."  Please clarify for us and in your disclosure
the
purpose of this issuance of common stock.  The stock and warrants
had
fair values at the time of issuance, and to ignore those fair
values
appears to ignore an event with accounting consequences.

Exhibit 12.1

16. Please revise this exhibit to include the calculation for all
periods presented.

*	*	*	*	*

 	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.  We may have
additional comments after reviewing your amendment and responses
to
our comments.

      You may contact Ibolya Ignat at 202-551-3656 or James
Atkinson
at 202-551-3674 if you have questions regarding comments on the
financial statements and related matters.  Please contact Mary K.
Fraser at 202-551-3609, Suzanne Hayes at 202-551-3675 or me at
202-
551-3710 with any other questions.

								Regards,

								Jeffrey P. Riedler
								Assistant Director

Cc:	Hillel T. Cohn, Esq.
	Morrison & Foerster
	555 West Fifth Street - Suite 3500
	Los Angeles, CA  90013-1024
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Ivar S. Chhina
Interdent Service Corporation
June 28, 2005
Page 6

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