| 900 South Capital of Texas Highway Las Cimas IV, Fifth Floor Austin, TX 78746-5546
PHONE 512.338.5400 FAX 512.338.5499
www.wsgr.com |
May 31, 2011
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Amendment No. 3 to Registration Statement on Form S-1 for HomeAway, Inc. |
Ladies and Gentlemen:
We are submitting this letter on behalf of HomeAway, Inc. (the “Company”) to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) as a courtesy to the Staff in connection with the Company’s Registration Statement on Form S-1 (File No. 333-172783) (the “Registration Statement”). The Company is concurrently filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”), marked in accordance with Rule 310 of Regulation S-T. For the convenience of the Staff, we are providing by courier delivery to the Staff a copy of this letter and four marked copies of Amendment No. 3 (against Amendment No. 2 to the Registration Statement filed on May 12, 2011).
If you should have any questions regarding the above or the Registration Statement, please do not hesitate to call the undersigned at (512) 338-5401.
| Very truly yours, |
| WILSON SONSINI GOODRICH & ROSATI, Professional Corporation |
| /s/ Paul R. Tobias |
| Paul R. Tobias |
| cc: | Brian H. Sharples |
HomeAway, Inc.
Melissa Frugé
HomeAway, Inc.
Lynn Atchison
HomeAway, Inc.
Paul E. Hurdlow
DLP Piper LLP (US)
| AUSTIN NEWYORK PALOALTO SANDIEGO SANFRANCISCO SEATTLE SHANGHAI WASHINGTON,D.C. | ||