MAIL STOP 3561



								June 6, 2005




Matthew P. Kinley
President
Healthcare Acquisition Corp.
2116 Financial Center
666 Walnut Street
Des Moines, Iowa  50309


RE:	Healthcare Acquisition Corp.
	Registration Statement on Form S-1
	File No. 333-124712

Dear Mr. Kinley:

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

General

1. Prior to the effectiveness of this registration statement, the
staff requests that we be provided with a copy of the letter or a
call from the NASD that the NASD has finished its review and has
no
additional concerns regarding the underwriting arrangements in
this
offering.

2. Provide disclosure in a prominent place in the prospectus
(e.g.,
the Summary) detailing the various fees, reimbursements and other
cash flows being paid to the existing stockholders and/or officers
and directors in this offering.  In this regard, please explain
the
last sentence of the next to last paragraph under "Use of
proceeds."
Please disclose any limits on remuneration paid following a
combination.  If none, please disclose.  We also note that such
sentence could give an appearance of inconsistency with risk
factor
eight.  We may have further comment.

3. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view toward disclosure, identify for us the names of all companies
known to the issuer, underwriter, or their respective counsel,
that
have registered or are seeking to register blank check offerings
underwritten on a firm commitment basis; the Securities Act Form
upon
which the companies have filed; if applicable, the date of
effectiveness; and, the status of the offering thus far.  In this
regard, tell us the amount escrowed to date and whether the blank
checks have engaged in the desired business combination outlined
in
the prospectus.  To assist the staff in this regard, please
present
the information in a tabular format.  We may have further comment.

Summary, page 1

Redemption

4. We note the statements on pages 2 and 49 that HAC may redeem
the
outstanding warrants only with the prior consent of Maxim Group
LLC.
Please file the agreement evidencing such an arrangement as an
exhibit with your next amendment.  Additionally, please disclose
in
this section and elsewhere as appropriate whether the redemption
of
the warrants by HAC would include the warrants held by Maxim Group
LLC as a result of the exercise of Maxim Group LLC`s 300,000 unit
purchase option, and if so, discuss the conflicts of interest that
result from Maxim Group LLC having the right to consent before HAC
can exercise its redemption rights.  Alternatively, if such
warrants
are not included, discuss the reasons why such warrants are not
included.

5. Disclose, here or elsewhere as appropriate, the rationale for
requiring the stock to trade at $11.50 per share or more for any
20
trading days within a 30 trading day period ending on the third
business day prior to the notice of redemption to warrant holders
in
order for the redemption rights to apply.

Conversion Rights for Stockholders Voting to Reject a Business
Combination

6. Provide, here and elsewhere in the prospectus as appropriate, a
definition for the term "Public Stockholder" as used by HAC with
respect to this offering.  In this context, please discuss in
particular whether this term would include the "Initial
Stockholder"
of HAC and/or their affiliates, in the case of shares held by such
persons that are acquired in the offering or pursuant to open
market
purchases of units or common stock.

Financial Data
7. It appears that actual working capital as of April 30, 2005 was
($90,753) due to the short term nature of the notes payable to
stockholders.  See Note 4 to the financial statements.  Please
revise.

Risk Factors, page 6

8. Please revise the subheading of risk factor nine to note that
your
officers and directors are currently affiliated with entities
engaged
in business activities similar to those intended to be conducted
by
you.

9. In an appropriate section of the prospectus, please
specifically
disclose the entities, officers, and directors to which you refer
in
risk factor nine.

10. If true, please revise the discussion for risk factor nine to
affirmatively state that such officers and directors owe a prior
fiduciary duty, as you disclose on page 42, and not simply that
"they
may have fiduciary obligations . . . ."

11. We note the possibility of the type of conflict of interest
discussed in risk factor 10.  In an appropriate section of the
prospectus, please specifically disclose whether HAC will or may
enter into a business combination with an affiliate of any of
HAC`s
officers or directors.

12. Some of your risk factors are too broad and generic and should
be
revised to state the material risk that is specific to HAC or
investors in the offering.  As a general rule, a risk factor is
probably too generic if it is readily transferable to other
offering
documents or describes circumstances or factual situations that
are
equally applicable to other similarly situated businesses.  See
especially risk factors  6, 25, 26, 30, 36, 37, and 40.

13. Please provide substantiation for the assertions contained in
risk factor 31 or remove.

Use of Proceeds, page 22

14. We note your disclosure on page 23 that the warrants
potentially
to be purchased by Mr. Pappajohn or his designees, or by Maxim
Group
LLC, will not be callable.  Please disclose the basis for such
treatment, both in this section and the summary, and include a
risk
factor for this issue and, if evidenced by a written agreement,
please file such agreement as an exhibit to your next amendment.

15. We note that the agreements between HAC and the entities
affiliated with its directors, filed as exhibits to your
registration
statement, appear to cover only "certain office and secretarial
services as may be required by HAC from time to time."  Please
file
the written documentation under which HAC is leasing office space
from such entities, as disclosed in the prospectus or, if none
exist,
an analysis as to the basis of such agreements.  We may have
further
comment.

16. We note your disclosure on page 24 that the loans received
from
your officers and directors were "used to pay a portion of the
expenses of this offering, such as SEC registration fees, NASD
registration fees and legal and accounting fees and expenses."
We
also note that $175,000 for loan repayment is listed as a use of
net
proceeds on page 22.  Since SEC registration fees, NASD
registration
fees and legal and accounting fees and expenses are already listed
as
offering expenses on page 22, it appears that such $175,000 may
have
been accounted for twice.  Please reconcile or advise as to the
reasons why such treatment is correct.

Dilution, page 25

17. It appears that net tangible book value was ($90,753) at April
30, 2005 or approximately ($.06) per share, taking into account
the
deferred offering costs.  Please revise.

Capitalization, page 26

18. We note the $175,000 in loans to stockholders that will be
repaid
with offering proceeds.  Please revise the capitalization table to
include such loans or advise as to your reasons for their non-
inclusion.

Proposed Business, page 29

19. We note the statement that you may acquire "international
assets
or an operating business"  Please disclose any criteria you will
use
to evaluate such international acquisitions that are different
from
the criteria you will use to evaluate domestic acquisitions.
Additionally, please include an appropriate risk factor or factors
to
address the material risks presented by such an acquisition
strategy
and include this issue within the discussion entitled "Selection
of a
target business and structuring of a business combination."  If
appropriate, discuss in your summary section.

20. To the extent not already disclosed, please identify the
factual
basis for all statements contained in the factors listed under the
statement "We believe that growth will be driven by the following
factors:"  To the extent you rely on market analyses, please
disclose
whether the source is publicly available.  If the source is not
available for no or nominal charge, then HAC must adopt the
information as HAC`s own or provide a consent for its` use.

Effecting a Business Combination

21. We note the statement contained in risk factor 4 that HAC`s
directors have agreed to be personally liable under certain
circumstances to ensure that the proceeds in the Trust Account are
not reduced by the claims of target businesses or vendors or other
entities that are owed money by HAC for services rendered or
products
sold to HAC.  Please elaborate upon the certain circumstances
under
which your directors have agreed to such an arrangement.

22. We note the statement contained under the heading "We have not
identified a target business:"  "To date, we have not selected any
target business on which to concentrate our search for a business
combination."  Please expand this disclosure, if accurate, to
affirmatively confirm that no agent or representative of the
registrant has taken any measure, direct or indirect, to locate a
target business at any time, past or present.  If any party,
affiliated or unaffiliated with the registrant, has approached you
with a possible candidate or candidates, then so disclose or
advise
the staff supplemental to your disclosure.  Please note that, in
particular, we are not seeking simply whether a potential business
combination candidate has been "selected" but, rather, are looking
more to the type, nature and results to date of any and all
diligence, discussions, negotiations and/or other similar
activities
undertaken, whether directly by the registrant or an affiliate
thereof, or by an unrelated third party, with respect to a
business
combination transaction involving the registrant.  We also note
similar discussion in risk factor one.  Please revise such
discussion
in line with this comment as well.  We may have further comment.

23. In the last paragraph under the heading "Selection of a target
business and structuring of a business combination," we note the
disclosure that HAC will not pay any finders or consulting fees to
the existing stockholders.  Please expand this disclosure, if
accurate, to affirmatively confirm that the existing stockholders
and
their affiliates will receive no finders fees, consulting fees, or
any similar type fees from any person or entity in connection with
any business combination involving HAC.

Facilities

24. Please disclose the specific office space and general and
administrative services covered by the agreements with Equity
Dynamics, Inc. and The Lan Group, both of which are affiliated
with
your various directors.  The agreements with the companies
attached
as exhibits to the registration statement do not appear to
identify
the specific space or services.

Management, page 40

25. In the penultimate paragraph under "Conflicts of Interest,"
clarify the disclosure to affirmatively state that existing
stockholders are not required to vote any shares they hold which
were
not owned prior to the offering in accordance with the vote of the
majority of the public stockholders and that such shares may be
voted
either for or against the proposed business combination in the
existing holder`s own discretion.  In addition, clarify, here and
elsewhere as appropriate, that with respect to shares held by an
existing stockholder which were acquired after the offering
(whether
pursuant to the offering or pursuant to open market purchases)
that
the existing stockholder may vote against the proposed business
combination and exercise his/her conversion rights in the event
that
the business combination transaction is approved by the requisite
number of stockholders.

Certain Relationships and Related Transactions, page 46

26. Please expand to disclose the benefits that will or may be
received by related parties in connection with or following any
combination.

Description of Securities, page 48

27. In the disclosure under the heading "Shares Eligible for
Future
Sale," briefly discuss the "certain limited exceptions" pursuant
to
which the existing stockholder shares will be released from escrow
prior to the three-year period provided for in the agreement.

28. Please provide disclosure with respect to the agreements of
your
directors to purchase warrants in the open market following the
offering, as stated in risk factor 10.


Underwriting, page 53

29. Please confirm with respect to any electronic offer, sale or
distribution of the shares, if true, that the procedures you will
follow will be consistent with those previously described to and
cleared by the Office of Chief Counsel.

30. Tell us whether you or the underwriters have any arrangements
with a third party to host or access your preliminary prospectus
on
the Internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy
of
any written agreement.  Provide us also with copies of all
information concerning your company or prospectus that has
appeared
on their website.  Again, if you subsequently enter into any such
arrangements, promptly supplement your response.

31. Please advise us whether HAC or the underwriters intend to
conduct a directed share program in conjunction with this
offering.

Financial Statements

32. All negative and loss amounts should be bracketed in the
financial statements and throughout the text.

33. Your attention is directed to section 210.3-12 of Regulation
S-X
and the possible need for updated financial statements and related
disclosures.

34. You are reminded that a currently dated consent of the
independent accountants with typed signature should be included in
any amendment to the registration statement.


Closing Comments

      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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      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 Maureen Bauer at (202) 551-3237 if you have
questions regarding comments on the financial statements and
related
matters. Questions on other disclosure issues may be directed to
John
Zitko at (202) 551-3399.



      Sincerely,



John Reynolds
Assistant Director


cc: 	Stuart Neuhaser (by facsimile)
      	(212) 370-7889



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Matthew P. Kinley
Healthcare Acquisition Corp.
June 6, 2005
Page 1