Via Facsimile and U.S. Mail
Mail Stop 6010


November 23, 2005



Dr. Paul Kolker, M.D.
President and Chief Executive Officer
Long Island Physician Holdings Corporation
One Huntington Quadrangle
Suite 4C-01
Melville, NY 11747

      Re:	Long Island Physician Holdings Corporation
Form 10-K for Fiscal Year Ended December 31, 2004
	          Filed September 23, 2005
		File No.  000-27654

Dear Mr. Kolker:

       We have reviewed your response letter dated October 13,
2005
to our comment letter dated September 29, 2005 and have the
following
comment.  Where indicated, we think you should revise your
document
in response to this comment. 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.

	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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2004

Contingent Reserve Requirement, page F-11
1. Please include disclosure as provided in your response with
regards to the consequences to your operations, cash flows and
financial position that arise from not meeting the contingent
reserve
fund requirement or tell us why an amendment is not necessary. We
believe it is important for the readers of your financial
statements
to understand that the NYSID and DOH could direct you to shutdown
if
they believed you were insolvent.  In addition, please enhance
your
disclosure in MD&A under Capital Reserves and Liquidity on page 20
with regards to the consequences of not meeting the contingent
reserve fund requirement. Please refer to Item 303 of Regulation
S-K
and FRC 501.02.
*    *    *    *

      As appropriate, please amend your filing and respond to this
comment 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 response to our comment.
Detailed
cover 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 amendment and
response to our comment.

      You may contact Sasha Parikh, Staff Accountant, at (202)
551-
3627 or Lisa Vanjoske, Assistant Chief Accountant, at (202) 551-
3614
if you have questions regarding the comments. In this regard, do
not
hesitate to contact me, at (202) 551-3679.

							Sincerely,


							Jim B. Rosenberg
							Senior Assistant Chief
Accountant