MAIL STOP 3561



								July 25, 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. 2 Filed July 12, 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.


Commitments and Contingencies, page F-10

1. We have reviewed your response to our prior comment 7 regarding
the underwriter purchase option and believe that Note 7 to the
financial statements should be expanded to disclose the major
assumptions used by management in determining fair value.  We note
management`s conclusion, as disclosed on page F-8, that the option
had no value at April 30, 2005.  In regards to the assumptions, we
believe that a volatility assumption should be used that is in
accordance with the principle outlined in paragraph 23 of FAS
123R,
and that the use of a minimum value method would not be
appropriate.
Please clarify in the notes to the financial statements the
expected
timing for issuance of the purchase option in relation to
effectiveness of the registration statement and sale of the stock
and
warrants.  Please indicate whether the purchase option will be
issued
in the event that the Form S-1 is not declared effective.  We note
that the purchase option is expected to be effective for the
interval, from the later of the consummation of a business
combination or one year from the date of the prospectus, to its
expiration in five years.  As applicable, please expand MD&A to
discuss the transaction and the likely future effect on your
financial condition and results of operations.

Exhibit 23.1

2. The accountants consent should be revised to refer to their
dual
dated report of May 6 and July 8, 2005.

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 25, 2005
Page 1