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                                December 5, 2005

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549
Attention:  Mr. Michael Fay
            Accounting Branch Chief

            Re:   EMERGENCY MEDICAL SERVICES L.P.
                  EMERGENCY MEDICAL SERVICES CORPORATION
                  Amendment No. 4 to Registration Statement on Form S-1
                  (File No. 333-127115)

Dear Mr. Fay:

            The following responds to the Staff's comments contained in your
letter dated December 2, 2005 concerning Amendment No. 3 to EMS's Registration
Statement on Form S-1 filed on November 14, 2005 and correspondence filed on
November 28, 2005. The text of the Staff's comments is set forth in italics
below, followed by the response of EMS. The information in these responses was
provided to us by EMS or the underwriters, as to comment 3.

            Enclosed with the copy of this letter being hand-delivered to
Daniel F. Zimmerman are four copies of Amendment No. 4, marked to show
changes from Amendment No. 3.

Amendment No. 3 to Form S-1

General

1.    We note your responses to prior comment 1 of our November 1, 2005 comment
      letter, comments 1, 2, 3 and 13 of our September 29, 2005 comment letter,
      and your response to comment 43 of our initial September 2, 2005 comment
      letter. Although we do not necessarily accept your analysis of the issues
      presented in those comments, we have decided not to pursue those issues at
      this time.

      RESPONSE:

      We note the Staff's comment.

Formation of Holding Company, page 26

2.    We note your proposed revisions in response to prior comment 7. Please
      further revise the diagram of the post-offering ownership structure to
      present only one box or other shape for the Onex entities, to clarify that
      the same entities own the interests in the limited partnership and the
      corporation.



Securities and Exchange Commission       2                      December 5, 2005


      RESPONSE:

      We have revised the diagram as requested by the Staff.

Underwriting, page 134

3.    In your response to prior comment 47 of our September 2, 2005 comment
      letter, you indicate that certain of the underwriters have contracted with
      Yahoo! NetRoadshow to conduct an Internet roadshow. We remind you that,
      effective December 1, 2005, the electronic road show no-action letters for
      registered public offerings have been rescinded and the use of electronic
      road shows will only be subject to the conditions of Rule 433, to the
      extent applicable. See Section III.D.3.b.iii.(D).(2) of the Securities Act
      Release No. 33-8591 (July 19, 2005), which is available on our web site at
      http://www.sec.gov/rules/final/33-8591fr.pdf. Please confirm your
      understanding in your next response letter.

      RESPONSE:

      The underwriters have advised EMS that they are aware of the change in the
      rules applicable to electronic road shows.

Exchange Offer Prospectus

Tax Consequences of the Exchange, page 14

4.    Please tell us whether you will be receiving an opinion from counsel as to
      the tax-free nature of the exchange and filing the opinion as an exhibit.
      If not, please tell us why a tax opinion would not be required under Item
      601(b)(8) of Regulation S-K.

      RESPONSE:

      We will include an opinion of counsel as an exhibit in the next amendment
      to the Registration Statement.

Item 17, Undertakings, page II-5

5.    In your amended filing, please revise to include the new undertakings that
      became effective on December 1, 2005. See Questions 3 through 6 in
      Securities Offering Reform Transition Questions and Answers, which is
      available on our web site at
      http://www.sec.gov/divisions/corpfin/transitionfaq.htm. See new Item
      512(a)(5) and 512(a)(6) of Regulation S-K, which were adopted in
      Securities Offering Reform, Release No. 33-8591.

      RESPONSE:

      The new undertakings are included in this Amendment No. 4.


Securities and Exchange Commission       3                      December 5, 2005

                                       * * *

            Thank you for your continuing assistance regarding these filings.
Please contact the undersigned at (212) 836-8685 or Marybeth O'Keefe at (212)
836-8456 with any further comments or questions you may have.

                                          Sincerely,

                                          /s/ Lynn Toby Fisher

                                          Lynn Toby Fisher

cc:   Daniel F. Zimmerman
      Kathleen Krebs
      Patrick Kuhn

      Todd G. Zimmerman
      Joel I. Greenberg
      James J. Clark
      Noah B. Newitz