SecProbe.io

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Mail Stop 3561

September 29, 2005

William A. Sanger
Chief Executive Officer
Emergency Medical Services Corporation
6200 S. Syracuse Way
Greenwood Village, CO 80111

Re: 	Emergency Medical Services Corporation
Amendment No. 1 to Form S-1
Filed September 14, 2005
File No. 333-127115

Dear Mr. Sanger:

      We have reviewed your amended registration statement and
your
response letter filed September 14, 2005, and we have the
following
comments.  Please amend the registration statement 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.

Amendment No. 1 to Form S-1

General

1. We note your response to prior comment 43 and the addition of
an
alternative prospectus for the offer to exchange Class A common
stock
of Emergency Medical Systems Corporation for Class B limited
partnership units of Emergency Medical Systems L.P.  Please
provide
us your analysis, in your response letter, of how your offer to
exchange Class A common stock for Class B limited partnership
units
is consistent with the tender offer regulations, including
Regulation
14E.  Consider the guidance in Commission Guidance on Mini-Tender
Offers and Limited Partnership Tender Offers, SEC Release No. 34-
43069 (July 24, 2000), which is available on our web site at
http://www.sec.gov/rules/interp/34-43069.htm.

2. In addition, please provide a more thorough analysis in your
response letter of why you believe you may use Form S-1 and
provide
the information contained in the prospectus for the initial public
offering rather than use Form S-4 for the exchange offer.  So that
we
may better understand the exchange offer, please provide us with a
detailed explanation of how you intend to reorganize the company.
If
not apparent, please explain the reasons for the structure and
timing
of the various steps of the reorganization.

3. Furthermore, please explain in your response letter why you
believe you have not engaged in an offer to the holders of the
Class
B units prior to the filing of the registration statement.  For
example, please explain to us when you negotiated the terms of the
exchange offer, when you finalized the terms of the lockup
agreement
and when you finalized the terms of the amended limited
partnership
agreement.

Prospectus Summary, page 1

4. Please move the second italicized paragraph into the body of
the
prospectus summary to the extent the information is material and
clear from the context.  In this regard, please avoid defining
terms
such as "we," "us," "our" and "the company" and make your
disclosure
clear from the context.  Similarly, briefly explain how your
company
operates rather than simply stating that references to EmCare
include
affiliated physician groups and managed companies, and references
to
"our healthcare professionals" includes physicians employed by or
contracted with, these affiliated physician groups.  Such
explanations presume that the reader understands the structure and
operation of your business.  See Rule 421(d).

5. We note your revisions in response to prior comment 9.  As
currently drafted, the summary section is still too long.  Further
revise to reduce the length of your narrative summary to two or
three
pages and provide a brief, balanced, non-repetitive discussion of
the
most material aspects of you and your offering.  Your current
disclosure is repetitive - for example, you include general
statements about your "technology," and "databases" in several
locations in your summary.  You similarly repeat disclosure
related
to your risk management programs.  Reduce or delete the
subsections
entitled Competitive Strengths and Business Strategy.  This
disclosure is too detailed for the summary and is more appropriate
for your Business discussion.

6. We note your revisions in response to prior comment 10.
Further
revise to disclose that you will continue to pay an annual
management
fee of $1 million to Onex for five years.

7. We note your revisions in response to prior comment 12.  Please
name the "certain insurance industry consultants" and file their
consent to being named in the registration statement or remove
your
references to them.

Summary of Historical Combined, Consolidated and Pro Forma
Consolidated Financial Information and Other Data, page 7

8. Refer to prior comment 16.  Please revise your characterization
of
the amounts that you refer to as EBITDA since it differs from
EBITDA
as defined in SEC Release No. 34-47226 (January 22, 2003).  See
Question 14 in Frequently Asked Questions Regarding the Use of
Non-
GAAP Financial Measures (June 13, 2003), which is available on our
web site at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.

9. Please provide the calculations of the significant financial
covenant ratios to accompany your presentation of adjusted EBITDA.

10. Provide a reconciliation of adjusted EBITDA to net income.

Risk Factors, page 10

Servicing our debt will require a significant amount of cash...,
page
11

11. To provide context, please disclose the amount of cash needed
to
service your debt and your other commitments in the next year.

Risk Factors Related to Healthcare Regulation, page 18

12. We note your revisions in response to prior comments 18 and
21.
The Risk Factors Related to Healthcare Regulation are still too
long
and contain more background information about the substantive
regulation of the healthcare industry than is appropriate in the
Risk
Factors section.  Please further revise the risk factors on pages
18
through 23 to identify the risk briefly at the outset and provide
only enough detail to place the risk in context.  Move more
extensive
discussions to the Business - Regulatory Matters or other
appropriate
sections.

Formation of Holding Company, page 27

13. We note your revisions in response to prior comment 22.
Please
further revise to discuss the reasons for structuring the
reorganization in the manner disclosed.  For example, explain why
the
Onex entities are receiving LP exchangeable units rather than
receiving equity in the holding company.  In addition, please
disclose very briefly the offering you plan to conduct to exchange
Class A common stock for existing Class B limited partnership
units.
In this regard, we note your response to prior comments 43 and 44
and
your discussion in Exhibit A to your September 14, 2005, response
letter.  For example, your disclosure suggests that you may
complete
the initial public offering before completing the exchange, in
which
case the rights of Class B limited partnership interests are not
clearly disclosed.  Also consider revising to refer to the various
partnership units by using the same terms as the partnership
agreements.  For example, your references to "LP exchangeable
units"
apparently refer to Class A limited partnership units.  However,
your
disclosure is unclear whether or not they also refer to Class B
limited partnership units.  Revise elsewhere as appropriate,
including at page 113 under Description of Capital Stock.

Unaudited Pro Forma Consolidated Financial Data, page 32

14. Please revise your disclosure on pages 36 and 37 to identify
the
sponsor.

Management`s Discussion and Analysis, page 40

Results of Operations, page 43

15. We have reviewed your response to prior comment 24 and your
revised disclosure on pages 42 and 43.  To the extent practical,
revise your disclosure for each period presented to discuss the
specific factors for that period behind AMR`s increase in weighted
transports and EmCare`s increase in patient encounters.  Refer to
Item 303(a)(3)(iii) of Regulation S-K for further guidance.

Critical Accounting Policies, page 61

Trade and Other Accounts Receivable, page 62

16. Refer to prior comment 32.  Since the allowance for
uncompensated
care is not insignificant, please revise to disclose in greater
detail the specific steps you take in determining that it is
probable
that a receivable will not be recovered and charged off against
the
uncompensated care allowance.  In addition, disclose in greater
detail the steps you take in determining the adequacy of your
reserves.

Combined and Consolidated Financial Statements, F-1

17. Please provide the audited financial statements of Emergency
Medical Services Corporation.

Note 2:  Summary of Significant Accounting Policies, page F-13

Trade and Other Accounts Receivable, page F-14

18. Refer to prior comment 51.  Please update the consolidated
financial statements of EMS with the accounts receivable and
provision information by segment through June 30, 2005.

19. Please provide a comprehensive discussion explaining the
increase
in provisions for contractual discounts and uncompensated care.

20. Disclose separately the amount of the allowance for
contractual
discounts and the amount of the allowance for uncompensated care
for
each of your segments.  Second, separately disclose under "Revenue
Recognition" the amount of contractual discounts and the amount of
uncompensated care as a percentage of gross revenue for each
segment.

Note 10:  Commitments and Contingencies, page F-24

21. Refer to prior comment 56.  Please provide us an analysis that
demonstrates that legal reserves and settlements are not material
to
any period presented.  In your analysis, ensure that amounts are
not
netted, as materiality of the legal reserves and settlements must
be
measured on a gross basis.  In addition, identify the party to
which
any recorded amounts relate.

Draft Legality Opinion

22. We note that counsel refers to and limits the opinion to "the
General Corporation Law of the State of Delaware."  Please confirm
to
us in your response letter that counsel concurs with our
understanding that this reference and limitation includes the
statutory provisions and also all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting
these laws.  See Section VIII.A.14 of Division of Corporation
Finance, Current Issues and Rulemaking Projects (November 14,
2000)
which is available on our web site at
http://www.sec.gov/pdf/cfcr112k.pdf.

*   *   *   *   *

      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 response
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Please submit
the
response letter on EDGAR as correspondence.  Detailed response
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      You may contact Patrick Kuhn, Staff Accountant, at (202)
551-
3308 or Michael Fay, Accounting Branch Chief, at (202) 551-3812 if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Daniel Zimmerman, Staff Attorney,
at
(202) 551-3367, Kathleen Krebs, Special Counsel, at (202) 551-
3810,
or me at (202) 551-3810 with any other questions.

Sincerely,

Larry Spirgel
Assistant Director

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