Mail Stop 0610					June 22, 2006



Mr. Andrew Reiben
Senior Vice President and Chief Financial Officer
ATC Healthcare, Inc.
1983 Marcus Avenue
Lake Success, New York 11042

Re:	ATC Healthcare, Inc.
	Preliminary proxy statement filed June 19, 2006
	File No. 1-31271

Dear Mr. Reiben:


      We have reviewed your filing solely with respect to proposal
number two 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.

Proposal 2.  Approval of  increase in number of authorized shares
of
preferred stock

Please expand the discussion to provide additional information
concerning the series C preferred shares including the
circumstances
under which the series was issued, the number of outstanding
series C
shares, the number of shares issuable pursuant to payment-in-kind
provisions, the cash amount payable on the series C shares, the
aggregate arrearage, if any, on such payments, and the aggregate
voting power of series C shares on an unconverted and converted
basis.  In this regard, we note the Form 8-K filed   June 12,
2006,
suggests all the series C preferred shares were issued to Roaring
Fork Capital SBIC L.P., however the proxy statement reflects on
page
16 the issuance of only 500 shares.  If true, it would appear
there
are approximately 1450 series C preferred shares currently
available
for payments-in-kind.  Please advise or revise.

* * * * *

       As appropriate, please amend your filing 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact John L. Krug at (202) 551-3862, Senior
Counsel,
or me at (202) 551-3715 if you have any questions.

Sincerely,


Jeffrey Riedler
Assistant Director
cc: David J. Hirsch, Esquire
     Thomas J. Talcott, Esquire