August 24, 2005

Mail Stop 4561


Wayne A. Schellhammer
President and Chief Executive Officer
American Caresource Holdings, Inc.
8080 Tri-Star Drive
Irving, Texas 75063


Re:	American Caresource Holdings, Inc.
      Amendment No. 5 to Registration Statement on Form SB-2
Filed on August 12, 2005
	File No. 333-122820

Dear Mr. Schellhammer:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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.

	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.

Risk Factors, page 7
1. On page 17, you note that your decrease in revenues was due to
the
fluctuation in claims mix and claims volume inherent in the health
benefits industry.  Please add a risk factor discussing the risk
of
fluctuation in claims mix and claims volume.






Liquidity and Capital Resources, page 18
2. The Second Addendum to Credit Agreement (Exhibit 10.13) states
that "principal, and any unpaid interest, will be payable in a
single
payment due on July 31, 2006."  Please revise this section to
explicitly note that the outstanding principal and interest on the
line of credit are due in full on July 31, 2006.

Financial Statements

Balance Sheets, page F-3

3. The balance sheet reflects $1 in common stock after effecting a
110,000 to 1 stock split at year end and $110,000 at June 30,
2005.
Tell us how the par value and common stock account reflects the
stock
split for each of these periods and revise for consistency.

Quarterly Results (Unaudited), page F-16

4. Adjust the net loss per common share amounts for the June 2,
2005
stock split.

Exhibit 10.13 - Second Addendum to Credit Agreement
5. We note that the Second Addendum to Credit Agreement was not
signed by Wells Fargo Bank.  Please file an updated copy of the
agreement that was signed by Wells Fargo Bank.
6. We note that the Consent to Second Addendum to Credit
Agreement,
Ratification of Guaranty and Waiver of Claims was not signed by
John
Pappajohn.  Please file an updated copy of the agreement that was
signed by Mr. Pappajohn.  Also, please file the Consent to Second
Addendum to Credit Agreement, Ratification of Guaranty and Waiver
of
Claims for Derace Schaffer or advise us why this was not included.

Exhibit 23.2

7. Please have your auditors update their consent to make
reference
to their dual-dated opinion.


Other

      As appropriate, 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
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental 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 will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Howard Efron, Accountant, at (202) 551-3439
or
Cicely Luckey, Accounting Branch Chief, at (202) 551-3413 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact David Roberts, Staff Attorney, at (202)
551-
3856 or the undersigned at (202) 551-3694 with any other
questions.


      Sincerely,



      Owen Pinkerton
      Senior Counsel


cc:	Jeffrey A Baumel, Esq. (via facsimile)
      McCarter & English, LLP




??

??

??

??

Wayne A. Schellhammer
American Caresource Holdings, Inc
August 24, 2005
Page 1