Ancestry.com CORRESP Correspondence with SEC

[Letterhead of Gibson, Dunn & Crutcher LLP]

October 9, 2009

(415) 393-8322 C 36333-00002

(415) 374-8461

VIA EDGAR AND HAND DELIVERY

Mr. Mark P. Shuman
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 4561
Washington, D.C. 20549-7010

Re:	Ancestry.com Inc.
	Amendment No. 1 to Registration Statement on Form S-1
	Filed August 3, 2009
	File No. 333-160986

Dear Mr. Shuman:

     On behalf of Ancestry.com Inc. (the “Company”), this letter supplements the letter sent to you on October 6, 2009 that responds to your letter, dated October 2, 2009 (the “Comment Letter”), regarding the above-referenced Amendment no. 1 (“Amendment No. 1”) to Registration Statement on Form S-1 (the “Registration Statement”), filed on September 15, 2009. Please find attached to this letter Exhibit A, summary monthly income statements for the months ended November 2008 to February 2009, which is referenced on page six of the letter sent to you on October 6, 2009.

Mr. Mark P. Shuman
Securities and Exchange Commission
October 9, 2009
Page 2

     If you have any questions, please do not hesitate to call Barbara Becker at (212) 351-4062 or me at (415) 393-8322.

Very truly yours,
 

/s/ Stewart L. McDowell  

Stewart L. McDowell 

Exhibit A

Ancestry.com Inc.
Income Statement

Unaudited	Nov ’08			Dec ’08			Jan ’09			Feb ’09
Revenues:
Subscription revenues		15,932			16,013			16,145			16,491
Production and other revenue		1,423			1,624			1,470			1,266
Total revenue		17,355			17,637			17,615			17,757
Costs and operating expenses
Cost of subscription revenue		3,042			2,960			3,259			3,449
Cost of product revenue		759			652			498			441
Technology and development		2,815			3,923			2,870			3,119
Marketing and advertising		4,346			6,767			4,205			5,276
General and administrative		2,813			2,835			1,848			1,574
Amortization of acquired intangible assets		1,544			2,859			1,353			1,353
Impairment of intangible assets					1,475
Total operating expenses		15,319			21,471			14,033			15,212
Income (loss) from operations		2,036			(3,834	)		3,582			2,545
Other income/(expenses), net		31			1			1			8
Interest expenses		(1,016	)		(930	)		(700	)		(537	)
Interest income		61			104			41			33
Income (loss) before tax		1,112			(4,659	)		2,924			2,049
Income tax provision		1,006			(3,200	)		16			17
Net income		106			(1,459	)		2,908			2,032

Note: The statement of operations in accordance with GAAP is prepared on a quarterly basis, not on a monthly basis. There are certain adjustments that are required for GAAP, such as stock based compensation expenses and income tax provisions that are reviewed and recorded only in the last month of the quarter. Therefore the monthly statements many not be comparable with other months.