September 15, 2005

By Facsimile ((617) 542-2241) and U.S. Mail

Michael L. Fantozzi, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA  02111

	Re:	Fastclick, Inc.
		Schedule 14D-9/A filed September 8, 2005
		File No. 005-80942

Dear Mr. Fantozzi:

      We have reviewed your filing and have the following
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.

Schedule 14D-9

Publicly Traded Comparable Company Analysis, page 20
1. We reissue prior comment 13 which requested the inclusion of
data
underlying the analysis results for all analyses conducted by
Thomas
Weisel Partners in this statement.  Please tell us your basis for
not
providing this disclosure.  In addition, please disclose the
substance of your response to comment 13 that explains the meaning
and significance of using the first and third quartile in the
financial advisor`s analyses and explains the financial advisor`s
performance of its analyses.  Alternatively, please advise us why
such information is not required pursuant to Item 1011(b) of
Regulation M-A.
2. We note your response to prior comment 14.  Please confirm that
you have provided a description of all material analyses and
examinations conducted by your financial advisor.  In addition,
revise to disclose the substance of your response as it relates to
the weight the financial advisor put on different analysis and
results.  As currently drafted, this section does not provide
readers
an indication that your financial advisor placed significantly
more
weight on the analyses (or portions thereof) that resulted in
ratios
that appeared favorable compared to the exchange ratio of the
instant
transaction.  Alternatively, please advise us why such information
is
not required pursuant to Item 1011(b) of Regulation M-A.

Closing Information

      As appropriate, please amend your filing and promptly
respond
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 information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Nicholas Panos, Special Counsel, at (202) 551-3266.
You
may also contact me via facsimile at (202) 772-9203.  Please send
all
correspondence to us at the following ZIP code: 20549-3628.

						Sincerely,




						Daniel F. Duchovny
						Attorney-Advisor
						Office of Mergers & Acquisitions

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Richard R. Kelly, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
September 15, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE