September 14, 2005

Via Facsimile (213) 229-6207 and U.S. Mail

Bradford P. Weirick, Esq.
Gibson Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, CA  90071-3197

Re:	Valueclick, Inc.
		File No. 333-127804
		Amended Form S-4, filed September 8, 2005

	Fastclick, Inc.
	Schedule TO-T/A filed September 8, 2005 filed by Valueclick,
Inc.
	SEC File No. 005-80942

Dear Mr. Weirick:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why a 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
filings.
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.

Form S-4

Exhibits 8.1 and 8.2
1. The documents you provided as exhibits 8.1 and 8.2 do not
qualify
as opinions of counsel on the material tax consequences.  Counsel
may
provide its opinion in the text of the registration statement,
which
counsel confirms constitutes its opinion as expressed in the
document
filed as an exhibit.  Under this alternative, please ensure that
counsel has identified in the body of the prospectus (and
summarize
in the summary) the specific tax consequences upon which counsel
has
opined.  In the alternative, counsel may set forth its complete
long
form opinion in the document filed as an exhibit, in which case
the
registration statement text may summarize the opinion and provide
a
clear reference to the full text of the opinion.  In that regard,
the
statement that counsel has provided an opinion that the discussion
under each applicable section is "accurate in all material
respects"
does not clearly indicate that the discussion under each
referenced
section constitutes the tax opinion rendered by the respective
counsel.  Please revise your discussion and exhibits 8.1 and 8.2
accordingly.

Closing Comments

      As appropriate, please amend your filings and respond to
these
comments promptly.  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.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
bidder and its management are in possession of all facts relating
to
the 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 bidder acknowledging that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the bidder 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 our review of your filings or
in
response to our comments on your filings.



      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 and Acquisitions

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Bradford P. Weirick
Gibson Dunn & Crutcher LLP
September 14, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE