SecProbe.io

CORRESP
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  Gerald Adler

  Direct Tel: (212) 698-3679

  Direct Fax: (212) 698-3599

  gerald.adler@dechert.com

October 12, 2005

BOSTON

BRUSSELS

CHARLOTTE

FRANKFURT

HARRISBURG

HARTFORD

LONDON

LUXEMBOURG

MUNICH

NEW YORK

NEWPORT BEACH

PALO ALTO

PARIS

PHILADELPHIA

PRINCETON

SAN FRANCISCO

WASHINGTON

VIA
EDGAR AND FACSIMILE (202) 772-9206

Securities and Exchange
Commission

Division of Corporate
Finance

450 Fifth Street, N.W.

Washington, DC 20549-0405

Re:          Federal Services
Acquisition Corporation

Registration Statement on Form S-1

File No. 333-124638

Amendment Filed: September 23, 2005

Ladies and Gentlemen:

At the request of Federal Services Acquisition
Corporation, a Delaware corporation (the “Company”), we are responding to
comments raised by the Staff of the Securities and Exchange Commission (the “Commission”)
in the comment letter dated October 7, 2005 from John Reynolds of the
Commission to Joel R. Jacks, Chairman and Chief Executive Officer of the
Company relating to Amendment No. 6 to the Registration Statement on Form S-1
of the Company initially filed with the Commission on May 4, 2005 (the “Registration
Statement”).  The Registration Statement
relates to the company’s initial public offering of 21,000,000 units, each unit
consisting of one share of the Company’s common stock and two warrants for an
aggregate public offering price of $126,000,000.

The numbered paragraphs below correspond to the
numbers of the paragraphs in which the comments were made.  For your convenience, we have included above
each response a copy of the comment to which we are responding.

Comments
and Responses:

General

1.               Comment:
The information provided in your response to our
prior comments 1 and 2 appears to suggest that particular investors have
negotiated revision to the terms of the offering being registered hereby which
have been adopted by the company and, as a result, such investors may have
rendered investment decisions with respect to the purchase of the securities
offered.  Please advise us about the discussions
that caused the company to modify the terms highlighted in our previous
comments.  If you do not believe that
these investors have rendered an investment decision, then explain the impact
of their ability to dictate certain of the material terms of this
transaction.  Also explain how the
apparent rendering of investment decisions is consistent with the

Law Offices of Dechert LLP

30 Rockefeller Plaza •
New York, NY  10112-2200 •
Tel: 212.698.3500 • Fax: 212.698.3599 • www.dechert.com

obligations imposed by Section 5 of the
Securities Act of 1933.  We may have
further comment after reviewing your response.

Response:
The Company and the underwriter engaged in various meetings with potential investors.
During the course of this marketing effort, certain potential investors
indicated that they would not be interested in purchasing in the offering
unless there were a more substantial warrant purchase commitment from the
founders and the deposit of a larger percentage of the offering proceeds in the
trust account.  Many of these potential
investors have alternative investment opportunities in similarly structured
offerings of blank check companies and indicated that differentiating the
Company’s offering from these opportunities could change these potential
investors’ assessment of the Company’s offering as compared to these other
offerings. .  The Company agreed to make
these changes in order to increase the likelihood of these potential investors
purchasing units in the offering.  As is
customary in the marketing of public offerings, the underwriter has sought
preliminary indications of interest from potential investors.  However, neither the issuer nor the
underwriter is aware of a final investment decision having been made by any of
these potential investors.  Neither the
issuer nor the underwriter has made any sale of the securities in the offering
and no one will be obligated to purchase in the offering or be permitted to do
so, until the registration statement has been declared effective.  We hope that the Staff will be able to
accommodate the Company by responding to this
response letter as soon as practicable.
In the meantime, 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

GA:jt

(Attachment via Edgar/Enclosures via Facsimile)

cc: Joel R. Jacks,

     Chairman and Chief
Executive Officer

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