December 7, 2004
VIA FACSIMILE AND EDGAR
Mr. Neil Miller
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: | HouseValues, Inc. - Acceleration Request for Registration Statement on Form S-1, Commission File No. 333-118740 |
Dear Mr. Miller:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, HouseValues, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be accelerated so that the Registration Statement may become effective at 4:00 p.m., Eastern Time, on December 9, 2004, or at such later time as the Company may request by telephone to the Commission. The Company hereby authorizes Scott L. Gelband, Patrick J. Devine, or S. Paul Sassalos of Perkins Coie LLP, counsel for the Company, to make such request on our behalf.
In connection with this acceleration request, the Company hereby acknowledges that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| • | the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
December 7, 2004
Very truly yours, |
HOUSEVALUES, INC. |
/s/ Gregg I. Eskenazi |
Gregg I. Eskenazi |
General Counsel and Secretary |
cc: | Perkins Coie LLP Wilson Sonsini Goodrich & Rosati |
CREDIT SUISSE FIRST BOSTON LLC
One Madison Avenue Telephone 212 325 2000 New York, NY 10010 |
December 7, 2004
Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: | HouseValues, Inc. | |
Registration Statement on Form S-1 | ||
File No. 333-118740 |
Ladies and Gentlemen:
In connection with the Preliminary Prospectus distribution for the above-mentioned issue, the prospective underwriters have confirmed that they are complying with the 48-Hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Sincerely,
CREDIT SUISSE FIRST BOSTON LLC
J.P. MORGAN SECURITIES INC.
PIPER JAFFRAY & CO.
THOMAS WEISEL PARTNERS LLC
PACIFIC CREST SECURITIES INC.
As Representatives
By: | Credit Suisse First Boston LLC |
/s/ Cornelius Keane |
Cornelius Keane |
Vice President |
CREDIT SUISSE FIRST BOSTON LLC
One Madison Avenue Telephone 212 325 2000 New York, NY 10010 |
December 7, 2004
Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
| Re: | HouseValues, Inc. |
Registration Statement on Form S-1
File No. 333-118740
Ladies and Gentlemen:
The following information with respect to the distribution of the prospectus dated November 17, 2004 is furnished pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act of 1933, as amended, in connection with the request for acceleration of the effective date of the aforementioned Registration Statement.
The number of prospectuses dated November 17, 2004 as distributed between November 17, 2004 and December 7, 2004 is as follows:
No. of Copies dated November 17, 2004 | ||
To Prospective Underwriters | 11,355 | |
To Institutions | 1,136 | |
To Statistical and Publicity Services | 18 | |
Total | 12,509 |
Sincerely,
CREDIT SUISSE FIRST BOSTON LLC
J.P. MORGAN SECURITIES INC.
PIPER JAFFRAY & CO.
THOMAS WEISEL PARTNERS LLC
PACIFIC CREST SECURITIES INC.
As Representatives
| By: | Credit Suisse First Boston LLC | |
/s/ Cornelius Keane | ||
| Cornelius Keane | ||
| Vice President | ||
CREDIT SUISSE FIRST BOSTON LLC
One Madison Avenue Telephone 212 325 2000 New York, NY 10010 |
December 7, 2004
Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
| Re: | HouseValues, Inc. |
Registration Statement on Form S-1
File No. 333-118740
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby join in the request of the Company that the effective date of the Registration Statement be accelerated so that the Registration Statement may become effective by 4:00 p.m. on the afternoon of December 9, 2004 or as soon thereafter as practicable.
Sincerely,
CREDIT SUISSE FIRST BOSTON LLC
J.P. MORGAN SECURITIES INC.
PIPER JAFFRAY & CO.
THOMAS WEISEL PARTNERS LLC
PACIFIC CREST SECURITIES INC.
As Representatives
| By: | Credit Suisse First Boston LLC | |
/s/ Cornelius Keane | ||
| Cornelius Keane | ||
| Vice President | ||