Room 4561

	September 30, 2005

Ms. Stacey Giamalis
Senior Vice President, General Counsel and Secretary
LookSmart, Ltd.
625 Second Street
San Francisco, California 94107

Re:	LookSmart, Ltd.
	Schedule 14A filed September 19, 2005
	File No. 0-26357

Dear Ms. Giamalis:

      This is to advise you that we have limited our review of the
above filing to the matters addressed in the comments below.  No
further review of the filing has been or will be made.  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 supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not 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.

Proposal No. 1

Principal Effects of the Reverse Stock Split, page 7
1. Your disclosure states that "due to the magnitude of the
reverse
stock split, it may also have the effect of increasing the
possibility of terminating [your] reporting requirements if the
number of record holders of our common stock substantially
decreases
thereafter," but that your "board of directors does not intend to
use
the reverse stock split as a part of or first step in a `going
private` transaction."  Please tell us what consideration you gave
to
the application of Rule 13e-3 under the Exchange Act.
Notwithstanding your disclosure that the purpose of the reverse
stock
split is not to effect a going private transaction, it does appear
that the reverse stock split may "have a reasonable likelihood" of
producing the effects described in Rule 13e-3(a)(3)(ii).  Please
also
provide additional disclosure with respect to the effects of the
reverse stock split on the number of your record holders.  Please
see
Interpretation M.30 of our July 1997 Manual of Publicly Available
Telephone Interpretations for additional guidance.
2. We note your disclosure regarding the substantial increase in
authorized share capital upon any of the reverse stock split
ratios
you are seeking approval for and that you currently have no plans
for
such increased authorized and unissued shares.  Please discuss
your
reason for causing the increase in authorized capital by not
adjusting the number of shares authorized as well as whether the
board contemplated and considered this increase in authorized
share
capital in its consideration of the reverse stock split.

3. Your reverse stock split proposal falls within Item 12 of
Schedule
14A.  Please provide us your analysis as to why you have not
included
financial statements pursuant to Items 12(f) and 13(a) of Schedule
14A.  We note that information "not material for the exercise of
prudent judgment in regard to the matter to be acted upon may be
omitted."  Please address whether financial statements would be
material to your stockholders in determining their vote for the
reverse stock split proposal.

4. In your discussion of potential anti-takeover effects, please
discuss other anti-takeover mechanisms that may be present in your
governing documents or otherwise.


*              *              *              *


      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings includes all information required under the Exchange Act
and
that they have provided all information investors require for an
informed investment 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.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a 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.

      You may contact Daniel Lee at (202) 551-3477, or Perry
Hindin
at (202) 551-3444, with any questions.  If you need further
assistance, you may contact me at (202) 551-3462 or Barbara C.
Jacobs, Assistant Director at (202) 551-3730.

	Sincerely,


	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	Jon E. Gavenman, Esq.
	Nicole M. Nemirofsky, Esq.
	Heller Ehrman LLP
	Telephone: (650) 233-8539
	Facsimile:  (650) 324-6635