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         J u l y  5 ,  2 0 0 6   Scott P. Mitchell Interim Chief Executive Officer and President
Think Partnership Inc. 28050 US 19 North, Suite 509 Clearwater, Florida 33761
 Re:    Think Partnership, Inc.
  Registration Statement on Form S-3   Filed on June 7, 2006   File No. 333-134823
Dear Mr. Mitchell:

We have limited our review of the above-refe renced Form S-3 registration statement of
Think Partnership, Inc. to the disclosure it ems identified below 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 necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with supplemental information so we
may better understand your disclosure.  After re viewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We welcome any questions you may have about our commen ts or on any other
aspect of our review and look forward to workin g with you.  Feel free to call us at the telephone
numbers listed at the end of this letter.  General

1. Please be advised that all co mments related to the Form SB -2 registration statement 333-
121761 should be resolved before you seek ac celeration of the effective date of the
above-cited registration statement.  To the extent that comments issued in connection
with the concurrently filed SB-2 relate to the present filing, you should ensure that the
current registration statement reflects any necessary revisions, or provide us with you analysis explaining why you believe our  comment is not applicable.

Scott P. Mitchell
Think Partnership Inc. July 5, 2006
Page 2

Cover Page
2. In addition, for this registration statement and for the pending SB-2, revise the cover
pages of each to disclose the existence of  the concurrent public offering of Think
Partnership’s securities.  Please refer specifically to the number of shares being
separately offered concurrently  under the each of the regist ration statements.  In this
regard, we note your disclosure in the Descri ption of Securities on page 11 regarding the
Form SB-2.

Selling Stockholders, page 4
3. Please include the selling shar eholder information required by Item 507 of Regulation S-
K.  Specifically, provide a detailed introductory  description of each of  the transactions by
which the selling security holders in the tabl e acquired the Series A convertible preferred
and warrants.  Regarding the Litmus Media acquisition, discuss th e earnout conditions,
which, if satisfied, would result in approxi mately 21 million shares issuable.  Also
include a materially complete description of any material relationshi p the selling security
holders have or had with Thi nk Partnership, Inc. or its pred ecessors or affiliates within
the past three years.
4. You disclose on page 4 that the number of shar es beneficially owned prior to the offering
listed in the second column of the tabl e does not reflect th e 4.99% limitation on
conversion of the Series A preferred.  Pl ease revise to show the actual beneficial
ownership consistent with the determination of  beneficial ownership rules in 13d-3 of the
Exchange Act or provide us with your analys is as to why this is not required.  Any
limitations on ownership can be disclosed separately.
5. We note from the footnote disclosure that Karl Brewer and J. Steven Emerson have
voting and dispositive power with respect to the shares to be resold by several selling
shareholders.  We are unclear why you have not chosen to aggreg ate Mr. Brewer’s and
Mr. Emerson’s shares so that investors better  understand where beneficial ownership lies
with respect to Think Partnership’s shares.  Please revise or advise.

Legal Matters, page 72
6. Please specify the number of shares held by each of the two shareholders of Shefsky &
Froelich Ltd. who hold shares in Think Part nership, Inc., unless the interest of the two
shareholders combined does not exceed $50,000.  See Item 509, which requires disclosure of the nature of  the interest of counsel.

Exhibits

7. We were unable to locate in the exhibit inde x the securities purchase agreements relating
to the shares covered by this registration stat ement.  Please file the securities purchase

Scott P. Mitchell
Think Partnership Inc. July 5, 2006
Page 3

agreements, and any amendments thereto, gove rning the Series A convertible preferred
shares and warrants.

Legality Opinion
8. We note your disclosure in the ultimate paragr aph that the “opinion is rendered only to
you and is solely for your benefit.”  Please re move from that sentence the words “only”
and “solely” and any implication that inve stors may not rely on the opinion.  In this
regard, the following sentence requiring wri tten consent for reliance upon the opinion
should also be eliminated.

As appropriate, please amend your filings in response to our comments.  You may wish
to provide us with marked copies of the amendm ents to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our comments and provides any
requested information.  Detailed cover letters gr eatly facilitate our review.  Please understand
that we may have additional comments after re viewing your amendments and responses to our
comments.
 We urge all persons who are responsible for th e 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 comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy 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 th e staff, acting pursuant to de legated authority, declare the
filing effective, it does not foreclose the Co mmission 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  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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in re sponse to our comments on your filing.

Scott P. Mitchell
Think Partnership Inc. July 5, 2006
Page 4

We will consider a written request for acceleration of the effective date of the registration
statements as a confirmation of the fact that  those requesting accelera tion are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statements.  We will act on the requ est and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rule 461 rega rding requesting accelera tion of a registration
statement.  Please allow adequate  time after the filing of any amendments for further review
before submitting a request for acceleration.  Plea se provide this request at least two business
days in advance of the requested effective date.
Please direct all questions to Maryse Mills-A penteng at 202-551-3457 or, in her absence,
to the undersigned at 202-551-3735.            S i n c e r e l y ,
   Barbara C. Jacobs    Assistant Director

cc:   Via facsimile:  (312) 275-7554

 Michael Choate, Esq.
Shefsky & Froelich, Ltd.