| Wilson Sonsini Goodrich & Rosati | ||
| PROFESSIONALCORPORATION |
January 24, 2006
VIA EDGAR TRANSMISSION
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington DC 20549
| Re: | Amendment No. 4 to the Registration Statement (File No. 333-128820) on Form S-1 for NightHawk Radiology Holdings, Inc. |
Ladies and Gentlemen:
Transmitted herewith is Amendment No. 4 to the Registration Statement on Form S-1 (the “Amendment”), together with certain exhibits thereto, filed pursuant to the Securities Act of 1933, as amended (the “Act”), by NightHawk Radiology Holdings, Inc., a Delaware corporation (“NightHawk”). Manually executed signature pages and consents have been executed prior to the time of this electronic filing and will be retained by NightHawk for five years. Please be advised that the $10,914.54 registration fee was previously transferred to the Commission’s account by federal wire transfer as required pursuant to Rule 13(c) of Regulation S-T.
We respectfully request that you provide us with a letter of comments (if any) regarding the Amendment at your earliest convenience.
Pursuant to Rule 461(a) of the Act, NightHawk hereby notifies you that it intends to request acceleration of effectiveness of the Form S-1 orally and that NightHawk and the underwriters are aware of their obligations pursuant to the Act.
If you should have any questions regarding the above or the Amendment, please do not hesitate to call the undersigned or Mark J. Handfelt of this office at (206) 883-2500. We look forward to hearing from you soon.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI,
Professional Corporation
/s/ PATRICK J. SCHULTHEIS
Patrick J. Schultheis, Esq.
| cc: | Paul E. Berger, M.D. |
Paul E. Cartee, Esq.
NightHawk Radiology Holdings, Inc.
Mark J. Handfelt, Esq.
Wilson Sonsini Goodrich & Rosati, Professional Corporation
Bruce K. Dallas
Davis Polk & Wardwell
701 Fifth Avenue, Suite 5100, Seattle, WA 98104-7036 · 206.883.2500 Tel · 206.883.2699 Fax · www.wsgr.com
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