Via Facsimile and U.S. Mail
Mail Stop 6010


August 18, 2005


Mr. Lawrence R. Hoffman
Executive Vice President and Chief Financial Officer
Covalent Group Inc.
One Glenharde Corporate Center
Wayne, PA  19087


Re:	Covalent Group Inc
	Form 10-K for the fiscal year ended December 31, 2004
	Filed on March 31, 2005
	File No. 000-21145



Dear Mr. Hoffman:

      We have reviewed your response letter dated July 1, 2005 as
well as the above referenced filing and have the following
comments.
We have limited our review of the above referenced filing to only
those issues addressed.  In our comments, we ask you to provide us
with supplemental 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.






Item 7.  Management`s Discussion and Analysis of Results of
Operations and Financial Condition, page 19

Critical Accounting Policies and Estimates, page 20

Revenue Recognition, page 20
1. We have read your response to our prior comment number one.
Please provide us the following information in disclosure-type
format
to help us evaluate the adequacy of any disclosure changes to be
made
as discussed in your response to c) of this comment.  Please
include
the following:
a. We note your response to part a).  Please provide a discussion
of
the overall impact of changes in cost estimates on your operating
performance.  In your discussion, state whether such changes have
been material to net income for each period presented.
b. We note your response to part b).  It is unclear why you are
unable to estimate the impact that changes in the major drivers of
revenues and costs (e.g. labor hours, projected costs) would
impact
your financial performance.  Please provide us your analysis of
the
amount of reasonably likely change that your December 31, 2004
estimate may have on your future operations, financial position
and
cash flows.  Additionally, please supplement your analysis, as
necessary, with a discussion that will help us understand your
analysis.

Consolidated Financial Statements, page F-1

Notes to Consolidated Financial Statements, page F-7

2.  Summary of Significant Accounting Policies, F-7

Revenue Recognition, page F-8
2. Refer to your response to our prior comment number two.
* Please clarify, using disclosure-type format, a)how and when the
hours for cost overruns are included into your input measure for
recognizing revenue, and b) the meaning of "renegotiated amounts
are
included in net revenues when earned and realization is assured."
* Please clarify, using disclosure-type format, your accounting
treatment regarding: "additional payments are received from
clients
based upon the achievement of performance based milestones."

3. We have read your response to our prior comment number three.
Please provide us the following information in disclosure-type
format
to help us evaluate the adequacy of any disclosure changes to be
made
in response to this comment as stated in your response to part c).

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provide the
requested information.  Detailed letters greatly facilitate our
review.  Please file your letter on EDGAR under the form type
label
CORRESP.  Please understand that we may have additional comments
after reviewing your responses to our comments.

      You may contact Tabatha Akins, Staff Accountant, at (202)
551-
3658 or James Atkinson, Accounting Branch Chief, at (202) 551-3674
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 551-3679 with any
other
questions.


Sincerely,




Jim B. Rosenberg
Senior Assistant Chief
Accountant

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Lawrence R. Hoffman
Covalent Group Inc.
August 18, 2005
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