SecProbe.io

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						October 11, 2005

Via Facsimile ((212) 455-2502) and U.S. Mail

Lee Meyerson, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY  10017

Re:	New American Capital, Inc.
	Schedules TO-I filed October 5, 2005
	SEC File Nos. 005-81027 and 005-81028

Dear Mr. Meyerson:

	We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents 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.
Because your filings are similar, we have issued comments that are
applicable to all three filings, unless the comment specifies
otherwise.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.
After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedules TO-I filed on October 5, 2005
1. We note the ability of note holders to convert their notes for
a
specific period time following the notice of a Fundamental Change.
Please advise regarding what consideration was given to whether
the
conversion feature is a tender offer and the applicability of the
federal tender offer rules.  In this regard, please see Western
Union
Corp. (August 18, 1986).  Please provide a response with regard to
each security.
2. Please advise us as to the exemption from registration upon
which
you are relying in conducting the offer and, in particular, in
connection with the issuance of securities pursuant to the payment
of
the Make Whole Premium.  We may have further comment upon receipt
of
your response.

Item 4. Terms of the Transaction, page 2
3. With respect to your disclosure in response to Item 4(b),
please
tell us why you need to qualify your disclosure "to the best of
your
knowledge."  What prevents you from knowing and disclosing this
information?  Please explain or delete the qualifier.  Apply this
comment to Items 8(a) and (b) and Item 11(a)(1).

Offer to Purchase

Selected Historical Financial Data, page 9
4. It appears that certain financial information has been
incorporated by reference to satisfy Item 10 of Schedule TO.
Please
provide the pro forma financial information pursuant to Item 10 of
Schedule TO, if applicable, and the complete summarized financial
information as required by Instruction 6 to Item 10 of Schedule
TO.
We note specifically the lack of disclosure of the information
required by Item 1010(c)(1) and (4).  Please advise us regarding
whether you intend to disseminate that information to security
holders.  Refer to telephone interpretation H.7 in the July 2001
supplement to our "Manual of Publicly Available Telephone
Interpretations" that is available on the Commission`s website at
www.sec.gov  for additional guidance.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since each
of
the bidders and their respective management are in possession of
all
facts relating to the company`s disclosure, they are responsible
for
the accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from each bidder acknowledging that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the bidder may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-0303.

						Sincerely,

						Daniel F. Duchovny
						Attorney-Advisor
						Office of Mergers and Acquisitions

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Lee Meyerson, Esq.
Simpson Thacher & Bartlett LLP
October 11, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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