Via Facsimile and U.S. Mail
Mail Stop 6010

      November 2, 2005

Mr. Brent W. LaGere
Chief Executive Officer
Chandler (U.S.A.), Inc.
1010Manvel Avenue
Chandler, Oklahoma   74834


      Re:	Chandler (U.S.A.), Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 22, 2005
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
      Filed May 11, 2005
		File No. 001-15135


Dear Mr. LaGere:


      We have reviewed your August 5, 2005 and October 21, 2005
responses to our July 8, 2005 comment letter.  We have also
reviewed
Amendment 1 to the December 31, 2004 10-K in draft form, and
Amendment 1 to the March 31, 2005 10-Q in draft form and have the
following comments.  Where indicated, we think you should revise
your
documents 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 ask you to provide us
with
information so we may better understand your disclosure.

	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.


Draft Form 10-K/A Amendment No. 1 - December 31, 2004

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 1

Critical Accounting Policies, page 1

Reserves for Losses and Loss Adjustment Expenses, page 2

1. Please revise the tables on pages two and three to include this
reserve information on a gross basis.

2. Refer to your response to comment two related to this section.
You state in your response related to the disclosures for your
loss
reserves that a discussion of sensitivity is not practical or
meaningful.  Please note that the comment only presents a
suggested
format that is intended to allow investors to better understand
the
sensitivity of your operations related to the factors that you
have
identified as key in establishing these reserves.  If you do not
feel
this proposed format is applicable to your business, then please
include disclosure in another format that will allow an investor
the
desired insights into the sensitivity of these reserves to key
factors identified such as the frequency and sensitivity patterns
mentioned in your letter of August 5, 2005.

3. On page three where you discuss the different methodologies
ultimately used to establish your reserves, please include a
discussion of why that particular methodology or weighting of
methodologies was appropriate over the other choices.

Liquidity and Capital Resources, page 17

Contractual Obligations, page 20

4. Refer to your response to comment four.  Please revise your
presentation in this table to include the reserve information on a
gross basis.

Draft Form 10-Q/A Amendment No. 1 - March 31, 2005

Item 2.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 1

Results of Operations, page 2

Liquidity and Capital Resources, page 6

5. Refer to your response to comment seven.  In addition to your
current revised disclosures please include the effect of the
payment
of claims on cash from operations similar to what was provided to
us
in your letter dated August 5, 2005.  Include what resulted in the
significant increase in the payment of previous year claims, and
how
these factors are expected to impact cash flows in the future.

Exhibit 31 - Certifications pursuant to Section 302 of the
Sarbanes-
Oxley Act of 2002

6. As your amendment included "other financial information,"
please
amend the filing to revise these certifications so that they
include
the third paragraph of the certification.

*    *    *    *

      As appropriate, please amend your December 31, 2004 Form 10-
K
and March 31, 2005 Form 10-Q 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 that keys your
responses to our comments and provides the requested information.
Detailed letters greatly facilitate our review.  Please file your
letter on EDGAR under the form type label CORRESP.  Please
understand
that we may have additional comments after reviewing your
amendments
and responses to our comments.

      You may contact Ibolya Ignat, Staff Accountant, at (202)
551-
3656, or Jim Atkinson, Accounting Branch Chief, at (202) 551-3674,
if
you have questions regarding the comments.  In this regard, do not
hesitate to contact me, at (202) 551-3679.


	Sincerely,



	Jim B. Rosenberg
	Senior Assistant Chief
	Accountant
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Mr. Brent W. LaGere
Chandler (U.S.A.), Inc.
November 2, 2005
Page 4