MAIL STOP 3561



								July 7, 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
Amendment No. 1 Filed June 10, 2005


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. We partially reissue comment four from our letter of June 6,
2005.
We note your response that the Registration Statement has been
modified throughout to delete references to the prior consent
required of Maxim Group LLC but it appears that the copy of the
Underwriting Agreement filed with this Amendment does provide for
Maxim`s consent prior to any warrant redemption.  Please
reconcile.

Risk Factors, page 6

2. Please update the disclosure in the fourth risk factor.  Your
reference to the number of blank check companies and the amount of
funds held in trust no longer appears current.  In addition, the
risk
factor should be revised to include reference to not only those
offerings which are currently seeking business combination
transactions, but also those proposed offerings which are
currently
in registration with the Commission.  Please consult with your
sources and revise as appropriate.

3. We note risk factor 12 and the statement that your existing
stockholders will not receive reimbursement for any out-of-pocket
expenses incurred by them to the extent that such expenses exceed
the
amount in the trust fund unless the business combination is
consummated.  Please clarify what is meant by this statement as it
appears to the staff that the amounts in the trust fund would not
be
available for reimbursement of expenses incurred by your existing
shareholders.  In connection with this comment, please
additionally
see comment six, below.

Proposed Business, page 31

Effecting a Business Combination

4. We partially reissue comment 22 from our letter of June 6,
2005.
We note the revised statement "To date, we do not have any
specific
merger, capital stock exchange, asset acquisition or other
business
combination under consideration or contemplation and we have not,
nor
has anyone on our behalf, contacted any potential target business
or
had any discussions, formal or otherwise, with respect to such a
transaction."  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
us.  As stated in our letter of June 6, 2005, 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 disclosure in the summary and in
risk factor one.  Please revise such in line with this comment as
well.  We may have further comment.

Principal Stockholders, page 46
5. We note your disclosure that certain persons "may be deemed"
promoters.  Please affirmatively identify all promoters of the
company.  Please refer to the definition of "promoter" in Rule 405
of
Regulation C.


Certain Relationships and Related Transactions, page 48

6. We note your disclosure that there is no limit to the out-of-
pocket expenses that may be incurred by initial shareholders.
Please
revise to clarify how such excess expenses would be repaid if
there
are not enough proceeds not held in trust to satisfy such
expenses.
We note the relation to risk factor 12, commented upon above, with
respect to this issue.

Financial Statements

Note 5 - Commitments and Contingencies, page F-9

7. We note your disclosure regarding the underwriter purchase
option
on page F-9.  Please disclose in the financial statements the
material terms of the underwriter`s option, including the
consideration to be paid by the underwriter, and the terms of the
net
exercise feature contained in the option.  In addition, please
tell
us how you intend to account for the underwriter`s purchase option
in
your financial statements. Explain your basis for the proposed
treatment and refer to EITF 00-19 and other authoritative
guidance.
As applicable, expand MD&A to discuss the transaction and the
likely
future effect on your future financial condition and results of
operations.

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

9. 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 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.
July 7, 2005
Page 1