September 1, 2004

Mail Stop:  4-6

Gerard M. Jacobs
President, Chief Financial Officer
Secretary and Treasurer
CGI Holding Corporation
100 North Waukegan Road, Suite 100
Lake Bluff, IL  60044

Re:	Item 4 Form 8-K filed August 31, 2004

Dear Mr. Jacobs:

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.

1. Amend the report to include all of the information required by Item
304 of Regulation S-K.  Include a letter from the former accountants
addressing the revised disclosures.   File the amendment under cover
of Form 8-KA and include the ITEM 4 designation, including the letter
from the former accountant filed as an Exhibit 16.
2. When you engage a new accountant, please report the engagement in a
new Form 8-K and comply with the requirements of Regulation S-K Item
304 (a)(2).  In making any disclosures about consultations with your
new accountants, please ensure you disclose any consultations up
through the date of engagement.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require.  Since the
company and its management are in possession of all facts relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.

Please respond to these comments within 5 business days or tell us
when you will provide us with a response.  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 file your cover letter on EDGAR.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.  You may contact the undersigned at 202-824-5355 if
you have questions regarding these comments.

Sincerely,



Patrick Gilmore, CPA
Staff Accountant
Gerard M. Jacobs
CGI Holding Corporation
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