USMD Holdings, Inc.
6333 North State Highway 161, Suite 200
Irving, Texas 75038
April 27, 2012
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: 1933 Act Filing Desk
| Re: | Acceleration Request |
| USMD Holdings, Inc. - Registration Statement on Form S-4 |
| File No. 333-171386 |
Gentlemen:
USMD Holdings, Inc. (the “Company”), as the registrant of the above-captioned registration statement, hereby respectfully requests that Post-Effective Amendments No. 1, 2 and 3 to the registration statement referenced above be permitted to become effective at 3p.m., Washington, D.C. time, on April 30, 2012, or as soon thereafter as is practicable. Please advise our securities counsel, Bruce H. Hallett, at (214) 922-4120, of any questions.
In connection with the foregoing request, the Company acknowledges and agrees that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
/S/ Christopher Dunleavy
Christopher Dunleavy
Chief Financial Officer
