Securities Exchange Act of 1934
Rule 12h-3

Response of the Office of Chief Counsel
Division of Corporation Finance

March 16, 2006

Based on the facts presented, the Division will not object if PacifiCare stops filing periodic reports under the Securities Exchange Act of 1934, including its annual report on Form 10-K for the fiscal year ended December 31, 2005. In reaching this position, we note that PacifiCare has filed post-effective amendments removing from registration unsold securities under all effective registration statements on Form S-3 and Form S-8. We assume that, consistent with the representations made in your letter, PacifiCare will file certifications on Form 15 making appropriate claims under Exchange Act Rules 12g-4 and 12h-3 on or before the due date of its Form 10-K for the fiscal year ended December 31, 2005.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Sincerely,

Heather L. Maples
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/pacificare031606.htm