July 14, 2005


Mail Stop 0306

Timothy J. Donnelly
Vice President and General Counsel
DDi Corp.
1220 Simon Circle
Anaheim, California 92806

Re:	DDi Corp.
	Amendment No. 1 to Registration Statement on Form S-3
	Filed June 28, 2005
	         File No. 333-125345
Dear Mr. Donnelley:
      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. We note your response to our comment number 1 from our letter
dated June 14, 2004.  Although we may not agree with your analysis
and conclusion regarding whether a payment default occurred,
please
provide a more complete analysis of whether the events relating to
DDi Europe were material to the financial position of DDi Corp.
and
its consolidated and unconsolidated subsidiaries taken as a whole.
In
providing this analysis, include a discussion of such issues as:
* valuation of the DDi Europe entities without giving effect to
the
sale;
* historical contributions of revenue, expenses, cash flow and
profits; and
* liability amounts to the company as a whole.


2. We note your response to our prior comment 8.  As described in
our
comment, references to an independent expert will require you to
include the expert`s consent in this registration statement.
Closing Comments
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing 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 filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

You may contact Jay Mumford at (202) 551-3637 or me at (202) 551-
3617
with any questions regarding these comments.
      Sincerely,




							Russell Mancuso
							Branch Chief

cc:	John F. Della Grotta, Esq.