May 4, 2006

Mr. Mel L. Shultz
Manager
JDMD Investments, L.L.C.
2400 E. Arizona Biltmore Circle, Bldg. 2, Suite 1270
Phoenix, Arizona 85016

	Re:	Stratford American Corporation
      Amendment No. 2 to Schedule 13E-3
		Filed April 24, 2006, draft response
		File No. 05-40361

		Revised Preliminary Proxy Statement on Schedule 14A
		Filed April 24, 2006, draft response
		File No. 0-17078

		Form 10-KSB for the Fiscal Year Ended December 31, 2005
		Filed March 31, 2006

Form 10-QSB for the Fiscal Quarters Ended September 30, 2005, June
30,
2005 and March 31, 2005
		Filed November 14, 2005, August 15, 2005 and May 16,
2005

Dear Mr. Shultz:

      We have reviewed your filings and response letter dated
April
24, 2006 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 information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

Revised Schedule 14A

Special Factors, page 17

Background of the Merger, page 17

1. We note your revised disclosure in the middle of page 30
stating
that although "...there is no reason to expect that offers valued
in
excess of $0.90 per share could be obtained...there can be no
assurance that another superior proposal, or any definitive
proposal
at all, will be made for consideration by the board."  Please
address
your plans if another proposal is made, but not finalized prior to
the
consummation of the merger.  For instance, if you would postpone
the
vote for the merger to allow the proposal to be finalized, then
state
such.

Closing Comments

      As appropriate, please amend your filings 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 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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

      Please contact Jason Wynn at (202) 551-3756 or, in his
absence,
me at (202) 551-3740 with any questions.  Direct all
correspondence to
the following ZIP code:  20549-7010.

								Sincerely,



								H. Roger Schwall
								Assistant Director



cc:  J. Wynn

      via facsimile
      Karen McConnell, Esq.
      Fennemore Craig, P.C.
      (602) 916-5507
Mr. Mel L. Shultz
Stratford American Corporation
May 4, 2006
page 1



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

  DIVISION OF CORPORATION FINANCE
MAIL STOP 7010