SecProbe.io

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Mail Stop 04-07

      							April 28, 2005

Mr. Ronald W. Rudolph
Executive Vice President and
    Chief Financial Officer
On Assignment, Inc.
26651 West Agoura Road
Calabasas, CA 91302

	RE:	On Assignment, Inc.
	Form 10-K for the fiscal year ended December 31, 2004
	Filed March 16, 2005
	File No. 000-20540

Dear Mr. Rudolph:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Please address the following
comments in future filings.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2004

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

   Impairment of Goodwill and Identifiable Intangible Assets, page
26

1. It is unclear from the first paragraph of page 16 of your June
30,
2003 Form 10-Q whether or not you experienced a significant
decline
in revenues in the business you acquired from HPO as of June 30,
2003.  The first paragraph of page 29 of your Form 10-K indicates
that you concluded that goodwill, related to one of your
Healthcare
Staffing reporting units, was impaired as of June 30, 2003.
However,
the reasons for the June 2003 impairment charge are unclear, since
it
appears that most of your goodwill, as of December 31, 2002, was
acquired in the HPO acquisition.  Tell us how you determined your
SFAS 142 reporting units explaining how goodwill was allocated to
each.  Give us an analysis of your reporting unit goodwill and
related impairment; and explain to us in more detail how you
applied
SFAS 142 to determine that impairment charges were necessary.

   Overview and Results of Operations, pages 24 and 27

2. Refer to your discussion of revenues for the years ended
December
31, 2003 and 2004 on page 24 and for the years ended December 31,
2002 and 2003 on page 27, which indicate that both Lab Support and
Healthcare Staffing segment revenues continue to decrease.
However,
the table on page 53 seems to show that your multiyear decline in
revenues reversed in the last two quarters of 2004.   Please
expand
your discussion of results of operations, in future filings, to
describe known trends that you expect to have a material impact on
future net revenues or income from continuing operations, as
required
by Item 303(a)(3)(ii) of Regulations S-K.   Address related trends
in
costs of services and selling, general and administrative
expenses.
Discuss, if practical, the conditions under which you expect these
trends to continue or to abate.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your responses to our comments.

 	 We urge all persons who are responsible for the 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 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 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 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 our review of your filings or
in
response to our comments on your filings.

      You may contact Kenya Wright, Staff Accountant, at (202)
551-
3373 or Joseph M. Kempf, Reviewer, at (202) 551-3352 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3815 with any other
questions.

							Sincerely,

							Larry Spirgel
							Assistant Director

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Mr. Ronald W. Rudolph
On Assignment, Inc.
April 28, 2005
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