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CORRESP
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April
18, 2005

Mr.
Steven Jacobs

Accounting
Branch Chief

Division
of Corporate Finance

Securities
and Exchange Commission

Mail
Stop 0409

Washington,
D.C. 20549

  RE:

  InsWeb
  Corporation

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

  File
  No. 0-26083

Dear
Mr. Jacobs:

We
are in receipt of your April 7, 2005 letter commenting on the Liquidity and
Capital Resources discussion in the Form 10-K filed by InsWeb Corporation for
the fiscal year ended December 31, 2004. Your letter and this response have been
reviewed by all persons who are responsible for the adequacy and accuracy of
our company’s financial statements.

We
appreciate your comments and after reviewing the requirements of Item 303 of
Regulation

S-K,
as well as the guidance of FR 72, we will, on a going-forward
basis, replace the final paragraph of our liquidity and capital resources
discussion with a disclosure similar to the following:

“Our operations to date have consumed substantial amounts of cash, cash
equivalents and short-term investments ($8.6 million in fiscal 2004 and
$9.6 in fiscal 2003) and will continue to require capital in the near
future. In order to remain competitive, we must continue to make investments
which are essential to our ability to operate, including investments in direct
marketing, technology and general administration, including the governance and
compliance costs required of a public company. We anticipate that our cash, cash equivalents
and short-term investments will be sufficient to meet our anticipated cash needs
for working capital and capital expenditures for at least the next
12 months. Longer-term, if the enhancements to
our auto marketplace, as previously discussed, and the launch of our term life agency are unable to generate revenues sufficient to offset
our costs, or if our costs of marketing and operations are greater than we
anticipate, we may be unable to grow our business at the rate desired; or we
may be required to delay, reduce, or cease certain of our operations, any of
which could materially harm our business and financial results. Although we do not anticipate the need for
additional financing, we nevertheless may require additional funds to meet
operating needs. We cannot be certain that additional financing will be
available when required, on favorable terms or at all. If we are not successful
in raising additional capital as required, our business could be adversely
affected. ”

We
will include this disclosure in the upcoming quarterly report on Form 10-Q due
to be filed in May 2005.

As
requested in your letter, this will also confirm that:

•                  The company is responsible for the adequacy
and accuracy of the disclosure in its filings;

•                  Commission staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking action with respect to the company’s 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.

If
you have any additional comments or questions, feel free to call me

Sincerely,

  /s/
  William D. Griffin

  William
  D. Griffin

  INSWEB CORPORATION (Registrant)

  Chief
  Financial Officer

  (Principal
  Accounting Officer)