December 9, 2004
Ms. Peggy Kim
Senior Counsel
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549
| Re: | HouseValues, Inc. Form S-1 |
| Registration No. 333-118740 |
| Originally filed September 1, 2004 |
Dear Ms. Kim:
In connection with the Staff’s supplemental letter dated December 8, 2004 to HouseValues, Inc. (the “Company”) relating to the Company’s registration statement on Form S-1 and the Company’s initial public offering of its common stock (the “Offering”), this letter sets forth the representations of the managing underwriters of the Offering as requested by the Staff:
The managing underwriters hereby confirm that:
| (a) | they have advised all potential members of the underwriting syndicate and the selling group and all members of the managing underwriters’ own sales forces of the material changes to the circulated preliminary prospectus that will appear in the final prospectus; |
| (b) | prior to the delivery of confirmations or final prospectuses, each member of the managing underwriters’ own sales forces will advise each of its customers that is a prospective purchaser of the material changes to the circulated preliminary prospectus that will appear in the final prospectus; and |
| (c) | either (1) each potential member of the underwriting syndicate and each potential member of the selling group will orally advise each of its customers that is a prospective purchaser in the offering of the material changes to the circulated preliminary prospectus that will appear in the final prospectus prior to the delivery of confirmations or final prospectuses, or (2) prior to the delivery of confirmations or final prospectuses, all prospective purchasers will be advised of the material changes to the circulated preliminary prospectus that will appear in the final prospectus. |
December 9, 2004
Page 2
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/ Cully Davis
Cully Davis
Vice President
| cc: | HouseValues, Inc. |
| J.P. Morgan Securities Inc. |
| Piper Jaffray & Co. |
| Thomas Weisel Partners LLC |
| Pacific Crest Securities Inc. |
| Perkins Coie LLP |
| Wilson Sonsini Goodrich & Rosati, Professional Corporation |
| KPMG LLP |
