JAG MEDIA HOLDINGS, INC.
6865 S.W. 18th Street
Suite B13
Boca Raton, Florida 33433
Tel: (866) 300-7410
January 25, 2006
VIA FACSIMILE AND EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Attn: Ms. Jennifer Gowetski
Re: Post-Effective Amendment No. 2 to
Registration Statement on Form SB-2 (File No. 333-118029)
Dear Ms. Gowetski:
JAG Media Holdings, Inc. (the "Company") hereby requests acceleration
of the effective date of the above-referenced Post Effective Amendment No. 2 to
Wednesday, January 25, 2006 at 3:00 p.m. Eastern Standard Time, or as soon
thereafter as is practicable.
The Company hereby acknowledges that the disclosure in the filing is
the responsibility of the Company. The Company represents to the Securities and
Exchange Commission (the "Commission") 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
and the Company represents that it will not assert this action as a defense in
any proceeding initiated by the Commission or any person under the Federal
securities laws of the United States.
The Company further acknowledges that 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 disclosures in the filing.
Please direct any correspondence regarding this matter to the
undersigned at 561-892-0821 (fax) with a copy to W. Preston Tollinger at Morgan,
Lewis & Bockius LLP at 212-309-6001 (fax).
United States Securities and Exchange Commission
Page 2 of 2
Thank you for your assistance.
Very truly yours,
JAG MEDIA HOLDINGS, INC.
By: /s/ Thomas J. Mazzarisi
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Name: Thomas J. Mazzarisi
Title: Chairman of the Board and Chief
Executive Officer
cc: Morgan Lewis & Bockius LLP
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W. Preston Tollinger