SecProbe.io

CORRESP
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Dechert LLP

30 Rockefeller Plaza

New York, NY 10112

July 27, 2005

BY TELECOPY: (202) 772-9206

Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, DC  20549-0405

Attention:  Jay Ingram

RE:         Federal Services
Acquisition Corporation

Registration Statement on Form S-1

File No. 333-132220

Dear Mr. Ingram:

At the request of
Federal Services Acquisition Corporation, a Delaware corporation (the “Company”),
we are supplementally responding to Comment No. 5 raised by the Staff of the
Securities and Exchange Commission (the “Commission”) in the comment letter
dated July 19, 2005 from John Reynolds of the Commission to Joel R. Jacks,
Chairman and Chief Executive Officer of the Company relating to Amendment No. 1
to the Registration Statement on Form S-1 of the Company initially filed with
the Commission on May 4, 2005 (the “Registration Statement”). We discussed this
comment with you and Mr. Karney in a July 26th call and believe that
the information set forth in this letter addresses the Staff’s concern.

Comment No. 5
reads as follows:

Comment:  In response to our
previous comment 8, you tell us that “CMEP has been approached periodically in
the past . . . . by investment bankers and other
people in the industry to consider acquiring companies in the industry in deals
with values in excess of $95 million.”
Please disclose, in full, the dates of these discussions, the nature and
substance of these discussions, and the companies and/or acquisitions that may
have been discussed.  Since it appears as
though you intend to rely on the information gained in these discussions — otherwise,
it is unclear why you seek to value the offering at an amount in excess of that
which precluded CMEP from pursuing similar transactions — full disclosure of
this information is required.  Please
refer to Instruction 6 to Item 504 of Regulation S-K.  In this regard, please reconcile the
statements you make on page 29 where disclosure indicates you do not “have any
specific merger . . . or other similar business combination under consideration
and have not had any

discussions, formal or otherwise with respect to such a transaction.”  We may have further comment.

As
disclosed in the Registration Statement under the caption “Business-Effecting a
Business Combination”, the Company has not selected any target businesses.  None of the Company’s officers, directors or
promoters, and no other affiliate of the Company has
had any previous preliminary contact or discussion with any representative of
any other company regarding the possibility of an acquisition or merger between
the Company and such other company. In response to the Staff’s comment, the
Company intends to add the following disclosure to the “Summary” section:

“To date, we have not selected any target
business.  None of our officers,
directors or promoters, and no other affiliate of the Company, has had any
preliminary contact or discussion with any representative of any other company
regarding the possibility of a business combination between us and such other
company.”

As
noted in the Staff’s comment, CMEP has been approached periodically in the past
regarding acquiring companies in the federal services industry.  CMEP from time to time receives calls from
various brokers, investment bankers and other intermediaries concerning
possible investment and acquisition opportunities.  The intermediaries making these calls often
do not identify the target company and often do not know whether the target
company is for sale.  These calls did
not lead the principals of CMEP to form the Company or pursue an initial
public offering.  Indeed, had CMEP been
interested in pursuing one of the target companies mentioned by these
intermediaries, it could have done so by using its own capital in combination
with various other private entities with whom it has relationships and who have
made co-investments with CMEP in the past.(1)

The
idea of forming the Company and pursuing an initial public offering resulted
from conversations between the underwriter and the principals of the Company.  As evidenced by the Registration Statement as
initially filed, the Company was not limited to pursuing transactions with a
value less than $95 million.  The $95
million limitation arose as a result of the Company’s desire to minimize
potential conflicts of interest.  The $95
million amount was not selected in response to any calls received by CMEP.

The
Company has not identified any candidates for a business combination that would
require disclosure under Instruction 6 of Item 504 of Regulation S-K.  As stated above, no call has resulted in the
Company considering a specific target or group of prospects from which a
specific target will be selected.  The
calls received by CMEP did not generate any set of factors or criteria that
will be used by the Company in pursuing or evaluating a business combination.

(1)              In our response to
Comment No. 8 in our letter to the SEC dated June 23, 2005, we stated that the
reason CMEP declined to pursue these targets was the potential size of the
transaction.  We would like to clarify
that the potential size of the transaction was only one factor in CMEP’s
decision, the “cold call” nature of the approach, the lack of information
received concerning the potential target and other factors also led to CMEP’s
decision.

2

The criteria the Company intends to use are disclosed in the
Registration Statement under the caption “Business – Effecting a Business
Combination – Selection of a target business and structuring of a business
combination”.

The principals of the Company have a great deal of experience in the
private equity arena generally and in the federal services sector more specifically.  It
is this experience and understanding of the federal services sector that will
guide their selection of an appropriate business combination target.  The prospectus contains all material
information that investors need to know with respect to the selection of the
target of a business combination—no such target has been identified, no
acquisition activity of any kind is taking place with any company, no criteria
for target selection have been established other than those set forth in the
prospectus and investors should evaluate the expertise and experience of the
management team in determining management’s ability to identity an appropriate
target, which identification process will only begin after the closing of the
public offering.

Should you have any questions, comments or desire further information regarding
any of the responses or the attached filing, please contact the undersigned at
(212) 698-3679.

Sincerely,

Gerald Adler

Attachments via Edgar/Enclosures via Federal Express

cc:  Joel R. Jacks, Chairman and
Chief Executive Officer

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