[MORRISON | FOERSTER LETTERHEAD]

October 19, 2005

Via Edgar and Overnight Mail

Mr. James B. Rosenberg
Senior Assistant Chief Accountant
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 6010
Washington, D.C. 20549

Re: Integrated Healthcare Holdings, Inc.
Form 10-KSB for the year ended December 31, 2004
Forms 10-Q for the quarters ended March 31, 2005 and June 30, 2005
Form 8-K/A dated March 3, 2005 filed June 8, 2005

Dear Mr. Rosenberg:

On behalf of Integrated Healthcare Holdings, Inc. (the "Company"), we are
writing to respond to the comments raised by the Staff of the Securities and
Exchange Commission (the "Staff") regarding the Company's Form 10-KSB for the
year ended December 31, 2004, Forms 10-Q for the quarters ended March 31, 2005
and June 30, 2005 and Form 8-K/A dated March 3, 2005 filed June 8, 2005, in the
Staff's letter dated September 21, 2005.

Concurrently with the filing of this letter, we are providing you with courtesy
copies of proposed amendments to the Company's Form 10-KSB for the year ended
December 31, 2004, Forms 10-Q for the quarters ended March 31, 2005 and June 30,
2005, and Form 8-K/A dated March 3, 2005 filed June 8, 2005. These proposed
amendments have not yet been filed, but show in redline the proposed changes
that are discussed in this letter.

The italicized numbered responses set forth below contain each of the Staff's
comments, and our responses follow each numbered comment.

MORRISON | FOERSTER

Mr. James B. Rosenberg
October 19, 2005
Page Two

Form 10-KSB for the year ended December 31, 2004

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm, page F-2

1. Comment: We note the audit report of Ramirez International Financing &
Accounting Services, Inc. relied on the report of another auditor for financial
information as of and through June 30, 2003. Please file this audit report as
required by Rule 2-05 of Regulation S-X.

Response: In response to the Staff's comment, the Company will amend its
Form 10-KSB for the year ended December 31, 2004 to include the audit
report from the predecessor auditor as of and through June 30, 2003 that
was originally included in the Company's Form 10-KSB for the year ended
June 30, 2003. This audit report, in turn, makes reference to a predecessor
auditor's report dated September 28, 1999 on the Company's financial
statements as of June 30, 1999 and the periods then ended. The Company
respectfully requests that the staff not require that the Company file the
report of the predecessor's predecessor, because (a) the Company
understands that the individual practitioner who issued the September 28,
1999 report is no longer active and may be deceased; (b) as demonstrated in
the Company's Form 10-Q for the period ended March 31, 2005, amounts
reported on by this practitioner will not be included in future filings as
a result of the Company exiting the development phase; and (c) the amounts
reported on by the practitioner are immaterial to the Company's current
operations (the report of the predecessor auditor indicates that the
financial statements of the Company for the period from its inception on
July 31, 1984 to June 30, 1999 reflect an aggregate net loss of $129,168).

Form 8-K/A filed June 8, 2005

Exhibit 99.12: Unaudited Pro Forma Condensed Consolidated Financial Statements
of IHHI

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

2. Comment: Please revise your footnotes to clearly disclose the amounts of each
individual adjustment and how you determined them. Further, disclose each pro
forma adjustment separately on the face of the pro forma financial statements
rather than combining several pro forma adjustments in one amount. For example,
please refer to your pro forma adjustments to "Current portion of debt & capital
leases" and "Accumulated (deficit) earnings" on the face of the pro forma
condensed consolidated balance sheet.

MORRISON | FOERSTER

Mr. James B. Rosenberg
October 19, 2005
Page Three

Response: In response to the Staff's comment, the Company will amend the
footnotes in its Form 8-K/A to clearly disclose the amounts of each pro
forma adjustment and will separately disclose each adjustment on the face
of the pro forma financial statements. Please refer to revised pro forma
financial statements contained in the attached draft of the Company's
amended Form 8-K/A.

3. Comment: Please refer to footnote one. You disclose that IHHI assumed capital
lease obligations but your purchase price allocation does not include these
assumed liabilities. Please revise your purchase price allocation to include
liabilities assumed or tell us why liabilities assumed were omitted from your
purchase price allocation.

Response: In response to the Staff's comment, the Company will amend its
Form 8-K/A to disclose the assumed capital lease obligations in the
Company's purchase price allocation table. Please refer to Note 1 in the
Company's proposed Form 8-K/A.

4. Comment: Please refer to footnote four. Please tell us why you depreciate
buildings over the 25 year lease term and your consideration of the right to
renew the lease for an additional 25 years. We note that you consolidate the
buildings owned by PCHI and that Tenet assigned these buildings up to a 40 year
life as disclosed in the Note 1 of the acquisition financial statements.

Response: The Company respectfully requests that the Staff refer to Note
1--"Summary of Significant Accounting Policies - Acquisition and -
Consolidation", Note 7--"Sale of Real Estate and Variable Interest Entity",
and Note 9-"Related Party Transactions" from the Company's Form 10-Q for
the period ended March 31, 2005, for information concerning the sale of
real property, furniture, fixtures and contract rights to PCHI, an entity
currently owned by related parties, subject to a leaseback of such assets.

As discussed in these footnotes, the Company remains the primary obligor on
the debt it issued to fund the Hospital Acquisition, and as a result the
sale-leaseback transaction does not qualify for sale-leaseback accounting
(see FAS 98.07). Additionally, the Company is obligated to make rental
payments over this 25 year term, as disclosed in Note 11--"Commitments and
Contingencies".

As a result of this series of transactions, the Company is in the economic
position of having a leasehold interest in the hospital properties in which
it conducts its business. For financial reporting purposes, the Company has
determined that the 25 year renewal option does not constitute either a
bargain renewal option or a bargain purchase option, and has therefore
determined the term of the lease of the hospital assets to be 25 years. The
Company depreciates and amortizes the property and equipment acquired in
the Hospital Acquisition over periods not to exceed the 25-year term
because any residual value the assets may have after such time will be the
property of PCHI. Accordingly, the pro forma statements of operations
reflect adjustments to: (1) eliminate Tenet's historical depreciation
expense, and (2) depreciate and amortize the acquired property and
equipment over their estimated useful lives, but limited to the 25-year
lease term.

MORRISON | FOERSTER

Mr. James B. Rosenberg
October 19, 2005
Page Four

In addition, as discussed in Notes 1 and 9, the accounts of PCHI have been
consolidated with the Company pursuant to FIN 46(R), and as discussed in
Note 7 the terms of the lease between the Company, as lessee, and PCHI, as
lessor, call for PCHI to make all payments on the acquisition debt.
Accordingly, pro forma adjustments: (1) to consolidate the effects of PCHI
in the unaudited pro forma financial statements, and (2) to reduce the
Company's rent expense to the extent of debt servicing on the underlying
debt through an elimination against PCHI's rental income must be reflected.

Concerning the Staff's reference to an up to 40-year life for buildings in
Note 1(e) of the historical financial statements of the Tenet Hospitals,
please note that Note 1--"Summary of Significant Accounting Policies -
Property and Equipment" and Note 3--"Property and Equipment" in the
Company's March 2005 Form 10-Q report that the Company depreciates
buildings and improvements over periods of 4 to 25 years, and equipment
over periods of 3 to 15 years, and set forth the amounts allocated to each
category of property and equipment in accounting for the Hospital
Acquisition, respectively. These hospitals were built many years ago and
management believes the depreciable lives reported reflect the remaining
economic useful lives at date of purchase, limited to the period that the
Company has a right to use the assets pursuant to the lease with PCHI. It
should be noted that the Company also amortizes amounts allocated to land
over the 25 year lease term because it has no residual interest in such
property.

5. Comment: Please refer to footnote seven. It appears that pro forma adjustment
seven includes adjustments to the historical statement of operations of Tenet
Hospitals. Please reinstate these historical amounts or disclose, and explain to
us, how these pro forma adjustments are directly related to the transaction and
factually supportable.

Response: In response to the Staff's comment, the Company proposes to add
additional footnotes explaining how these pro forma adjustments are
directly related to the transaction, in accordance with Rules 11-02(b)(5)
and 11-02(b)(6). In addition, the Company has expanded the column entitled
"Pro-Forma Adjustments" to two columns entitled "Tenet Elimination" and
"Tenet Assets Purchased". The Company proposes to include new footnotes 8,
9, and 11 in its Form 8-K/A, which appear in the attached draft amendment
and are repeated below:

"Note 8. As a result of the Acquisition and Sale-leaseback
transactions, the Company is in the economic position of having a
leasehold interest in the hospital properties in which it conducts its
business. For financial reporting purposes the Company has determined
that the 25 year renewal option does not constitute either a bargain
renewal option or a bargain purchase option and, therefore, has
determined the term of the lease of the hospital assets to be 25 years,
and will depreciate and amortize the property and equipment acquired in
the Hospital Acquisition over periods not to exceed such term because
any residual value the assets may have after such time is the property
of PCHI. Accordingly, the pro forma statements of operations reflect
adjustments to: (1) eliminate Tenet's historical depreciation expense;
(2) depreciate and amortize the acquired property and equipment over
their estimated useful lives but limited to the 25 year lease term.

MORRISON | FOERSTER

Mr. James B. Rosenberg
October 19, 2005
Page Five

Note 9. Reflects the elimination of the Tenet Hospitals restructuring
charges, related to employee severance and retention costs made by
Tenet. These nonrecurring charges have been eliminated as they are not
indicative of the Company's ongoing operations.

Note 11. Reflects the elimination of the Tenet Hospitals benefit from
income taxes. IHHI is not eligible to recognize a benefit from income
taxes due to its limited operating history of losses and its limited
ability to carryback any losses. IHHI included the Acquisition and
Sale-leaseback transactions in its pro forma income tax provision,
which resulted in a deferred tax asset of approximately $4,800,000.
IHHI recognized a full valuation allowance of its deferred tax asset of
approximately $4,800,000 for the year ended December 31, 2004."

6. Comment: It appears that pro forma adjustment eight for warrants issued will
not have a continuing impact on operations. Please remove this adjustment and
indicate in your footnote disclosure that this charge was not considered in the
pro forma condensed statement of operations or explain to us how this adjustment
complies with Article 11 of Regulation S-X. Please refer to Rules 11-02(b)(5)
and 11-02(b)(6) of Regulation S-X.

Response: In response to the Staff's comment, the Company will remove the
common stock warrants from the pro forma condensed income statement of
operations in accordance with Rule 11-02(b)(5) of Regulation S-X. The
Company will amend the introductory paragraphs to disclose that this
material nonrecurring charge related to the issuance of the common stock
warrants was not included in the pro forma condensed statement of
operations, but was included in the Company's consolidated statement of
operations for the quarterly period ending March 31, 2005.

MORRISON | FOERSTER

Mr. James B. Rosenberg
October 19, 2005
Page Six

Form 10-Q for the six months ended June 30, 2005

Financial Statements, page 1

Condensed Consolidated Statements of Cash Flows, page 5

7. Comment: Please revise your 2005 Forms 10-Q to remove the $5 million proceeds
of the sale property as an investing activity or tell us why it is appropriate.
It appears that this item should be eliminated in consolidation against the
corresponding asset purchase on the books of PCHI. In addition, please revise
your Liquidity and Capital Resources disclosure in MD&A, as appropriate.

Response: In response to the Staff's comment, the Company advises that the
sale of the real property of the Hospitals to PCHI occurred concurrent with
the close of the Hospital Acquisition. The Company received $5 million in
cash proceeds from the sale of the real property concurrent with the close
of the Hospital Acquisition. The Company's gain on the sale of the real
property to PCHI is eliminated upon consolidation against PCHI's stepped-up
basis in the real property. In response to the Staff comment, the Company
will amend its Forms 10-Q for the first and second quarters of 2005 to
classify the proceeds from the sale of this property as a financing
activity in its condensed consolidated statement of cash flows, and revise
its "Liquidity and Capital Resources" disclosure in the MD&A sections of
these two Form 10-Q's.

Note 1: Summary of Significant Accounting Policies, page 6

Company Operations, page 7

8. Comment: We note that you acquire four separate hospitals from Tenet and that
separate financial information was disclosed for each of these hospitals in your
Form 8-K/A filed June 8, 2005. Please revise your 2005 Forms 10-Q to include
segment reporting disclosures required by SFAS 131 or explain to us why each of
these hospitals are not reportable segments under paragraph 16 of SFAS 131.
Disclose, and explain to us, any operating segments aggregated using the
criteria of paragraph 17 of SFAS 131.

Response: In response to the Staff's comment, the Company notes that it
operates in only one line of business -- the provision of health care
services through the operation of general hospitals and related health care
facilities. The Company's hospitals generated 100% of its net operating
revenues during the six months ended June 30, 2005. Accordingly, the
Company aggregates its four hospitals into a single reportable operating
segment because the Company believes that they meet all of the criteria for
aggregation contained in paragraph 17 of SFAS 131. The Company believes
that all of its hospitals have similar economic and basic characteristics,
including the following:

MORRISON | FOERSTER

Mr. James B. Rosenberg
October 19, 2005
Page Seven

o The Company's four community hospitals are all located in Orange
County, California, within approximately 15 miles of each other
and are of comparable size.

o Each of the four hospitals provides substantially the same health
care services, such as emergency rooms, obstetrics centers, etc.

o Each of the four hospitals has the same patient service cycle.

o Each of the four hospitals earns similar gross margins since
payor contracts are negotiated for the hospitals as a group, each
of the hospitals attracts a similar class of customer (who are
mostly from Orange County, California), and the costs of
providing health care services are similar across the four
hospitals.

o Each of the four hospitals provides health care services using
similar methods and are subject to the same regulatory
environment.

o The Company has centralized certain key operating functions for
all of the four hospitals at the parent level (which is the SEC
registrant), including treasury, billing and collections.

In addition, the Company notes that the audited combined financial
statements of the four hospitals in its Form 8-K/A filed June 8, 2005
contains unaudited supplementary information for each of the four
hospitals. This supplementary information was included for purposes of
additional analysis.

Net Patient Service Revenue, page 8

9. Comment: Please revise the disclosure in your 2005 Forms 10-Q regarding
discounts for retroactively cost-based revenues to indicate the magnitude of
these revenues. You disclose that these revenues were prevalent in prior
periods. As you recently acquired your hospitals from Tenet it is not clear how
significant these revenues are to your current operations.

Response: In response to the Staff's comment, the Company will revise the
disclosures in Note 1--"Summary of Significant Accounting Policies" in its
Forms 10-Q for the first and second quarters of 2005 to provide further
disclosure regarding discounts for retroactively cost-based revenues.

Medical Claims Incurred but not Reported, page 11

10. Comment: Please tell us and revise your disclosure, as appropriate:

o The nature of your contractual obligations to various HMOs;

o What you receive from the HMOs in return for your obligation;

MORRISON | FOERSTER

Mr. James B. Rosenberg
October 19, 2005
Page Eight

o Whether you earn service revenues from patients of these HMOs; and

o How you account for all revenues and expenses under your contractual
relationship.

Please ensure that you reference all applicable accounting guidance in your
response to the last bullet

Note 2: Acquisition, page 13

11. Comment: It does not appear that you identified any intangible assets or
goodwill in your purchase price allocation. Please tell us how you applied the
guidance provided in paragraphs 35, 37, 39 and 44 of SFAS 141.

Response: The Company's asset purchase of the Tenet Hospitals included the
purchase of certain assets and assumption of certain liabilities, including
substantially all of the real property (land and buildings) of four
hospitals, inventories of supplies, certain prepaid expenses and other
current assets, and the assumption of certain capital lease obligations.
The Company allocated a portion of the purchase price to inventories of
supplies, consisting primarily of surgical, pharmaceutical and other
medical supply items, based on their cost, which approximated current
replacement cost as of March 8, 2005. Prepaid expenses and other current
assets were valued at their net book value as of the date of close of the
asset purchase on March 8, 2005. The Company allocated a portion of the
purchase price to property and equipment based on an independent appraisal
of their respective fair values. The appraised fair value of the property
and equipment was greater than the cost of such assets.

In assigning values to the assets purchased and liabilities assumed in
accordance with SFAS 141, the Company did not identify any intangible
assets or goodwill. The Company's independent appraisal of the fair values
of the property and equipment purchased was significantly higher than its
purchase price. In the Company's purchase price allocation, it considered
intangible assets, including the trade names of each of the hospitals, the
operating licenses of the hospitals, noncompetition agreements and
contractual and noncontractual customer relationships.

The Company considered the significant historical net losses of each of the
hospitals and determined that there was no material value associated with
the trade names or contractual customer relationships. The Company also
notes that in several instances it was forced to renegotiate material
contractual agreements after the acquisition. In the Company's asset
purchase agreement with Tenet Healthcare, the Company did not note any
contracts that might have material value or any noncompetition agreements.
In addition, as a condition to the closing of the acquisition from Tenet,
the Company was required to apply and receive new operating licenses for
the four hospitals from the State of California.

MORRISON | FOERSTER

Mr. James B. Rosenberg
October 19, 2005
Page Nine

12. Comment: Please revise your 2005 Forms 10-Q to provide the 2004 interim pro
forma disclosures required by 58b of SFAS 141 or explain to us why you cannot
provide this information even though you have provided 2004 annual financial
results of the acquired hospitals.

Response: In response to the Staff's comment, the Company will amend Note 2
to the financial statements in its 2005 Forms 10-Q to include the 2004
interim pro forma disclosures required by 58b of SFAS 141.

Note 4: Common Stock, page 14

13. Comment: Please revise your 2004 Form 10-KSB and your 2005 Forms 10-Q to
clarify the apparent disparity between the share prices inherent in the Stock
Purchase Agreement. It is unclear why 102.6 million shares were issued for $10.1
million and an additional 5.4 million shares were issued for $20 million.

Response: The original Stock Purchase Agreement, which was filed as Exhibit
99.2 to the Company's Form 8-K filed on February 2, 2004, states in Section
1.2 that the aggregate 108 million shares are being purchased for a total
of $30 million. Sections 1.2(a)-(e) describe the timing of delivery of
funds, of which the first $10 million was due by February 4, 2005 and the
remaining $20 million was due six days prior to closing the Hospital
Acquisition. Sections 1.3(a) and (b) of the Stock Purchase Agreement state
that upon delivery of the first $10 million and the occurrence of certain
events, the Company will issue 102.6 million shares. Section 1.3(c) states
that upon delivery of the remaining $20 million, the Company will issue an
additional 5.4 million shares.

Despite the provisions calling for delivery of the bulk of the stock upon
delivery of only 1/3 of the consideration, the business deal is that the
full $30 million is in exchange for the full 108 million shares. In fact,
since OCPIN has failed to pay the additional $20 million, a pro rata amount
of stock has been returned to the Company and placed into an escrow account
against delivery of future funds.

Please advise if the Staff believes that further disclosure would be
helpful on these points.

MORRISON | FOERSTER

Mr. James B. Rosenberg
October 19, 2005
Page Ten

14. Comment: Please tell us how the placement of 57.25 million shares into an
escrow account impacted the shares used in your loss per share computation under
SFAS 128. In your response, please specifically address the guidance provided in
paragraph 10 of SFAS 128.

Response: In response to the Staff's comment, please be advised that the
Escrow Agreement was effective June 1, 2005, but the 57,250,000 shares were
not placed into the escrow account until the week beginning July 4, 2005.
As the Escrow Agreement was not consummated until July 2005, the Company
did not reflect the 57,250,000 shares as contingently issuable in its loss
per share calculation for the three and six months ended June 30, 2005. In
the Company's Form 10-Q for the three months ended September 30, 2005, it
will reflect these shares as contingently issuable shares in its loss per
share computation in accordance with paragraph 10 of SFAS 128.

Note 5: Common Stock Warrants, page 15

15. Comment: We note the potential variability in the ultimate number of shares
exercisable under the warrants resulting from the limit of 24.9% of your
fully-diluted capital stock. Please tell us your consideration of accounting for
these warrants as a derivative financial instrument under SFAS 133.

Response: The common stock warrants were issued to two individuals in
connection with the Rescission, Restructuring and Assignment Agreement
entered into on January 27, 2005. The Company does not believe that these
warrants constitute derivative financial instrument for purposes of SFAS
133. According to paragraph 11(b) of SFAS 133, contracts issued by an
issuer in connection with stock-based compensation arrangements addressed
in SFAS 123 shall not be considered derivative instruments for purposes of
SFAS 133.

16. Comment: You disclose that the warrants were issued as part of the
restructuring agreements associated with the initial funding arrangement for
your hospital acquisition. It appears that the holders have no continuing
performance obligation associated with the exercise of the warrants. Please tell
us your basis under GAAP for deferring a portion of the warrant value. In your
response please specifically address why you have not recorded the fair value of
the expected warrants to be issued as a charge to earnings on the date of
issuance. Please reference the authoritative literature you relied upon to
support your accounting.

Response: As of March 31, 2005, the Company recorded an expense related to
the issuance of the warrants based on the maximum number of warrants that
the holders could have exercised as of March 31, 2005. While the holders
have no continuing performance obligations associated with the exercise of
the warrants, the warrant holders may only exercise warrants for up to
24.9% of the fully diluted stock. As such, the Company recognized a warrant
expense in its Forms 10-Q based upon the maximum number of warrants that
the holders could contractually exercise as of March 31, 2005 and June 30,
2005, respectively. As more fully discussed below in the response to
Comment 17, the basis of the warrant valuation was to assign a value to
each potentially exercisable warrant rather than valuing a warrant to
purchase up to 24.9% equity interest in the Company regardless of how many
shares it involved.

MORRISON | FOERSTER

Mr. James B. Rosenberg
October 19, 2005
Page Eleven

Per FIN 44, par. 55, "If a grantor increases the number of shares to be
issued under a fixed stock option award, the award shall be accounted for
as variable from the date of the modification to the date the award is
exercised, is forfeited, or expires unexercised."

The Company believes that, based on FIN 44, it is appropriate to expense
the maximum number of shares to be exercised as of March 31, 2005. Any
subsequent issuances of the Company's stock after March 31, 2005 would
trigger an additional warrant expense under variable accounting. Going
forward, during the life of the warrant any increase in the total
outstanding shares of common stock in a quarter would trigger additional
expense, up to the amount of the deferred warrant expense, which the
Company recorded in stockholders' equity.

17. Comment: We note that you effectively recorded the fair value of the
warrants issued in January 2005 at approximately $0.375 per share. Please tell
us the following information to clarify how the fair value of the warrants was
determined:

a. Please explain how you determined the fair value per share of
approximately $0.375 when the intrinsic value appears to be at least
$0.62 per share. We note that your closing stock price on January 27,
2005 was $0.77 and that the highest possible exercise price is $0.15
per share.

b. Please explain to us how you were able to estimate the expected warrant
life at between two and two and one-half years.

c. Please tell us the comparable companies you used to determine your
expected volatility. In your response please provide for each company:

o the number of hospitals and beds operated

o years as a publicly held company

o historical volatility over two years, two and one-half years and
three and one-half years.

Response: The Company hired an independent professional appraisal firm to
perform an analysis of the fair value of the common stock warrants as of
the date of issuance, January 27, 2005. The Company advises that the
following were the primary factors used by the appraisal firm and the
Company in valuing the warrants:

MORRISON | FOERSTER

Mr. James B. Rosenberg
October 19, 2005
Page Twelve

a. A stock price of $0.50 was used in calculating the fair value of the
warrants. This price was based on a series of arm's length
transactions whereby the Company sold restricted stock in the year
preceding the valuation date. Each of these arm's length transactions
occurred at $0.50 per share for stock that was restricted for a period
of at least two years. Once the 24.9% warrants are exercised, the
underlying stock will not be registered and, if the warrants are
exercised for cash, the stock will be restricted for a period of two
years and thereafter will likely be subject to the "dribble-out"
provisions of Rule 144 (if the warrant holders are considered
"affiliates" of the Company). In addition, since the Company's stock
is currently very thinly traded, it is likely that finding a market
for the number of shares expected to be issued to the warrant holders
will be very difficult.

b. The warrant terms provide for different exercise "tranches" as
follows: "The exercise or purchase price for the first 43,000,000
Shares purchased upon exercise of this Warrant shall be $0.003125 per
Share, and the exercise or purchase price for the remaining 31,700,000
Shares shall be $0.078 per Share if exercised between January 31, 2007
and July 30, 2007, $0.11 per Share if exercised between July 31, 2007
and January 30, 2008, and $0.15 thereafter, all subject to adjustment
as provided in Section 2."

In light of the multiple exercise prices in the warrants, the
Company's valuation assumes the exercise of 43,000,000 shares at
$0.003125 per share within two years from the issuance date and the
exercise of the remaining warrants within 18 months thereafter. In the
Black-Scholes option pricing model, the Company used the median
volatility of comparable publicly traded companies owning hospitals
over the periods corresponding to the assumed exercise dates of the
warrants.

c. Because the Company only recently began operations (the Company had
operated as a development stage company prior to the purchase of the
four Tenet hospitals), the Company's historical volatility was not
used as a representation of expected future volatility. The Company
used the following nine comparable companies in determining its
expected volatility, which also will be reflected in the footnotes to
the Company's financial statements in the amended filings:

- ------------------------------------------------------------------------------------------------------------
Years Volatility Volatility
Traded Two Year Three Year
- ------------------------------------------------------------------------------------------------------------

Amsurg Inc. (AMSG) 7.15 42.7% 44.2%
- ------------------------------------------------------------------------------------------------------------
Community Health Systems (CYH) 4.64 30.0% 34.7%
- ------------------------------------------------------------------------------------------------------------
HCA Healthcare Company (HCA) 12.93 28.3% 31.2%
- ------------------------------------------------------------------------------------------------------------
Health Management Associates Inc. (HMA) 13.98 26.7% 29.9%
- ------------------------------------------------------------------------------------------------------------
Lifepoint Hospitals Inc (LPNT) 5.72 39.2% 41.2%
- ------------------------------------------------------------------------------------------------------------
MEDCATH CP (MDTH) 3.49 53.2% 54.3%
- ------------------------------------------------------------------------------------------------------------
Tenet Healthcare Corp (THC) 23.08 44.6% 64.6%
- ------------------------------------------------------------------------------------------------------------
Triad Hospitals Inc (TRI) 5.72 33.6% 37.8%
- ------------------------------------------------------------------------------------------------------------
Universal Health Serv Inc Class B (UHS) 14.85 31.4% 32.2%
----- -----
- ------------------------------------------------------------------------------------------------------------
MEDIAN: 33.6% 37.8%
- ------------------------------------------------------------------------------------------------------------

MORRISON | FOERSTER

Mr. James B. Rosenberg
October 19, 2005
Page Thirteen

The following is a description of the companies used in the volatility analysis:

o AmSurg operates 128 specialty practice-based ambulatory surgery
centers that focus on a narrow range of high-volume, low-risk
procedures such as gastroenterology (colonoscopy & endoscopy),
orthopedics (knee scopes & carpal tunnel repair), otolaryngology
(tonsillectomy), and ophthalmology (cataracts & laser eye surgery).

o Community Health Systems (CHS) owns and operates 70 full-service,
acute care hospitals in non-urban areas where CHS is typically the
prominent primary health care provider.

o HCA owns or operates some 190 acute care, psychiatric, and
rehabilitation hospitals (totaling more than 44,000 beds) and about
half as many ambulatory surgery centers.

o Health Management Associates operates a network of nearly 60 acute
care and psychiatric hospitals in about 20 mainly southern states.

o LifePoint operates 50 hospitals (about 5,300 beds) located mostly in
the Southeast and primarily in rural areas where they are the only
such facilities available.

o MedCath operates 12 heart hospitals specializing in cardiology and
cardiovascular services, mostly in the South and Southwest.

o Tenet Healthcare owns or operates some 80 acute care hospitals with
more than 19,600 beds in 13 states.

o Triad Hospitals owns or operates more than 50 hospitals and nearly 20
outpatient surgery centers in some 20 Sunbelt and western states.

o UHS owns or operates four dozen acute care hospitals with more than
7,200 beds, almost 20 ambulatory surgical and radiation therapy
centers, and some 45 behavioral health centers with about 4,000 beds.

Note 8: Income Taxes, page 19

18. Comment: Please revise your 2005 Forms 10-Q to quantify the individual
amounts in your statutory rate reconciliation as required by paragraph 47 of
SFAS 109 and disclose the components of your net deferred tax assets and
valuation allowance as required by paragraph 43 of SFAS 109.

Response: In response to the Staff's comment, the Company will amend its
Form 10-Q for the six months ended June 30, 2005 to quantify in Note 8 the
individual amounts in its statutory rate reconciliation and disclose its
net deferred tax assets and valuation allowance as required by paragraphs
43 and 47 of SFAS 109.

MORRISON | FOERSTER

Mr. James B. Rosenberg
October 19, 2005
Page Fourteen

19. Comment: You disclose that you are currently assessing the potential impact
of the taxable event related to your sale of membership interest in PCHI. Please
revise your 2005 Forms 10-Q to quantify the potential impact of the 2005 taxable
event and the amount of the tax provision recorded in 2005. If no tax provision
was recorded, please disclose, and explain to us, why this taxable event does
not result in a provision for income taxes.

Response: In response to the Staff's comment, the Company will amend its
2005 Forms 10-Q in Note 8 to disclose the potential impact of the Company's
sale of membership interests to PCHI. Please refer to "Gain on sale of
assets" in the statutory rate reconciliation table.

Management's Discussion and Analysis, page 23

Critical Accounting Policies and Estimates, page 24

20. Comment: We believe your disclosures should include an analysis of the
uncertainties in applying these accounting policies or quantification of the
related variability in operating results that your expect to be reasonably
likely to occur. Your disclosures should not duplicate accounting policy
disclosures from your financial statement footnotes and should provide investors
with a full understanding of the uncertainties in applying critical accounting
policies and the likelihood that materially different amounts would be reported
under different conditions or using different assumptions. For each of your
critical accounting policies, please revise your 2005 Forms 10-Q to disclose the
uncertainties in applying these critical accounting policies, the historical
accuracy of these critical accounting estimates, a quantification of their
sensitivity to changes in key assumptions and the expected likelihood of
material changes in the future.

Response: In response to the Staff's comment, the Company will amend its
2005 Forms 10-Q to revise the disclosures related to Critical Accounting
Policies and Estimates to reflect the items mentioned in your comment.
These revisions will be contained primarily in Note 1--"Summary of
Significant Accounting Policies" and Note 5--"Common Stock Warrants".

Contractual Obligations

21. Comment: Please revise your 2005 Forms 10-Q to disclose the material changes
to your contractual obligations during the interim periods. Please refer to
Instruction 7 to Rule 303(b) of Regulations S-K. Please consider a table of
contractual obligations as required by Rule 303(a)(5) of Regulation S-K due to
the significant changes to your contractual obligations since the end of 2004.

MORRISON | FOERSTER

Mr. James B. Rosenberg
October 19, 2005
Page Fifteen

Response: In response to the Staff's comment, the Company respectfully
advises that it does not believe it has any items responsive to Rule
303(a)(5) other than its lease obligations (the details of which are
disclosed in footnotes to the Company's financial statements), and
therefore does not believe that adding a table of contractual obligations
would materially improve the presentation.

The Company included details of its lease obligations in its March 2005
Form 10-Q under Note 11--"Commitments and Contingencies", but inadvertently
omitted such information in its June 2005 Form 10-Q. The Company will amend
its June 2005 Form 10-Q to include such information under Note 11, and
commits to including this information in future filings. Please note that
the Company consolidates and discloses in Note 7--"Sale of Real Estate and
Variable Interest Entity" its off-balance sheet arrangements with PCHI
related to lease obligations.

* * * * *

In connection with the Company's responses to the Staff contained herein, we
hereby acknowledge, on behalf of the Company, that:

o the Company is responsible for the adequacy and accuracy of the
disclosure in the filings referenced in this letter;

o staff comments or changes to disclosure in the Company's responses to
Staff comments do not foreclose the Securities and Exchange Commission (the
"Commission") from taking any action with respect to the filings referenced
in this letter; and

o the Company 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.

Should you have any further questions or comments regarding the captioned
filing, please direct them to the undersigned at (213) 892-5290. Our facsimile
number is (213) 892-5454.

Very truly yours,

/s/ Allen Z. Sussman

Allen Z. Sussman

Enclosures

cc: Mr. Mark Brunhofer -- Securities and Exchange Commission
Mr. Donald Abbott -- Securities and Exchange Commission
Mr. Bruce Mogel -- Integrated Healthcare Holdings, Inc.