SecProbe.io

CORRESP
1
filename1.htm

US
Oncology Holdings, Inc.

16825 Northchase Drive, Suite 1300

Houston, Texas 77060

(832) 601-8766

August 8, 2005

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549

VIA FACSIMILE AND EDGAR TRANSMISSION

US Oncology Holdings, Inc. Registration
Statement on Form S-4 (No. 333-126922)

Ladies and Gentlemen:

In connection with US Oncology Holdings, Inc.’s
(the “Company”) Registration Statement on Form S-4 (No. 333-126922)
(the “Registration Statement”) filed on July 27, 2005 with the
Securities and Exchange Commission (the “Commission”), we hereby provide
certain statements and representations specified in the Commission’s no-action
letters on the subject of exchange offers.
In that connection, the Company makes the following representations:

(a)                                  The Company is
registering the exchange offer in reliance on the position of the Staff of the
Division of Corporate Finance enunciated in Exxon Capital Holdings
Corporation, SEC No-Action Letter (available May 13, 1988), Morgan Stanley & Co. Incorporated, SEC No-Action
Letter (available June 5, 1991), and Shearman &
Sterling, SEC No-Action Letter (available July 2, 1993).

(b)                                 The Company has not
entered into any arrangement or understanding with any person to distribute the
securities to be received in the exchange offer, and to the best of the Company’s
information and belief, each person participating in the exchange offer is
acquiring the securities in its ordinary course and has no arrangement or
understanding with any person to participate in the distribution of the
securities to be received in the exchange offer.  In this regard, the Company will make each
person participating in the exchange offer aware (through the exchange offer
prospectus or otherwise) that if the exchange offer is being registered for the
purpose of secondary resales, any securityholder using the exchange offer to
participate in a distribution of the securities to be acquired in the
registered exchange offer (1) may not rely on the Staff’s position
enunciated in the Exxon Capital Holdings Corporation,
SEC No-Action Letter (available May 13, 1988) or similar letters and (2) must
comply with the registration and prospectus-delivery requirements of the
Securities Act of 1933, as amended (the “Securities Act”) in connection
with a secondary resale transaction.  The
Company acknowledges that such a secondary resale transaction should be covered
by an effective registration statement containing the selling security holder information
required by Item 507 of Regulation S-K.

(c)                                  The Company is making
each person (including any broker-dealer) participating in the exchange offer
aware, through the exchange offer prospectus or otherwise, that any
broker-dealer who holds securities to be exchanged in the exchange offer
acquired for its own account as a result of market-making activities or other
trading activities, and who receives new securities in the exchange offer, may
be deemed to be an “underwriter” within the meaning of the Securities Act and
must deliver a prospectus meeting the requirements of the Securities Act (which
prospectus delivery requirement may be satisfied with the exchange offer
prospectus because it contains a plan of distribution with respect to such
resale transactions) in connection with any resale of such new securities.
Further, the Company has included in the letter of transmittal relating to the
exchange offer a provision to the effect that, if the exchange offeree is a
broker-dealer holding securities to be exchanged in the exchange offer acquired
for its own account as a result of market-making activities or other trading
activities, such exchange offeree will acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with
any resale of new securities received in respect of securities exchanged
pursuant to the exchange offer (see the form of Letter of Transmittal filed as
an exhibit to the Registration Statement).

(d)                                 The Company is not
permitting any person who is an affiliate of the Company to participate in the
exchange offer.

The Company will commence the exchange offer
for the securities to be exchanged in the exchange offer after the Registration
Statement is declared effective by the Commission. The exchange offer will
remain in effect for a limited time and will be conducted by the Company in
compliance with the applicable requirements of the Securities Exchange Act of
1934, and the rules and regulations of the Commission thereunder,
including Rule 14e-1, to the extent applicable.

We trust that these representations will be
acceptable to the Staff.  However, if you
wish to discuss any of these matters further, please do not hesitate to contact
the undersigned.

  Very truly yours,

  /s/ Phillip H. Watts

  Phillip H. Watts

  General Counsel and Secretary