Mail Stop 0407

      February 25, 2005


Mr. Kurt A. Johnson
President and Chief Executive Officer
Fastclick, Inc.
360 Olive Street
Santa Barbara, CA 93101

	RE:	Fastclick, Inc.
		Amendment #2 to Form S-1
		Filed February 17, 2005
		File No. 333-121528

Dear Mr. Johnson:

      We have reviewed your filing and have the following
comments.
Please amend your Form S-1 in response to these comments.  We
welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-1

Use of Proceeds, page 26

1. We note your response to comment #7.  Please quantify the
amount
intended to be allocated for each purpose you cite in this
section.
In this regard, you may add appropriate qualifying language
stating
that the amounts are estimates and are subject to change.

Business, Technology, page 56

2. We note your response to comment #13; however, it is still
unclear
what your new technology does.  For example, what is a "search
engine
advertising campaign?"  Also, what do you mean that your
technology
will "remove key words that do not meet an advertiser`s campaign
objectives?"  Please revise this disclosure to more clearly
describe
what your technology will do.


Executive Compensation, page 65

3. We note the disclosure of the bonus plan that the board
established on February 2, 2005.  To the extent possible, provide
more specific disclosure about the parameters that you will
evaluate
in determining whether bonuses are to be paid.  Are the bonuses
based
on revenue levels or earnings goals that can be expressed in
qualitative terms?

Underwriting, page 88

4. As requested in prior comment #16, please ensure that the end
of
clause (2) is revised to add "and those procedures have not
changed."

Financial Statements

5. Please tell us if you have issued any stock options since
December
31, 2004, and if so, provide us a comparison of the fair value of
the
common stock on the grant date to your estimated offering price
per
share.

6. We note your response to comments #19 and #20 and await the
revisions that you have committed to make including limiting your
pro
forma information to the most recent year, as requested in our
previous comment #45.

*    *    *    *

      Please amend your registration statement in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Indicate in the cover
letter
where you have made changes in the amendment.  Detailed cover
letters
greatly facilitate our review.  Please file your cover letter on
EDGAR.

      You may contact Drew Walker, Staff Accountant, at (202) 942-
2893 or Robert Littlepage, Accountant Branch Chief, at (202) 942-
1947
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Reginald A. Norris, Staff
Attorney, at (202) 942-2875 or me at (202) 942-1990 with any other
questions.


							Sincerely,



							Michele M. Anderson
							Legal Branch Chief


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Mr. Kurt A. Johnson
Fastclick, Inc.
February 25, 2005
Page 2