SecProbe.io

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      		August 19, 2005

By U.S. Mail

Mr. James A. Mitarotonda
Barington Companies Equity Partners, L.P.
888 Seventh Avenue, 17th Floor
New York, NY  10019

      Re: 	Register.com, Inc.
Preliminary Proxy Statement Filed August 9, 2005 by Barington
Companies Equity Partners, L.P.
      File No. 000-29739

Dear Mr. Mitarotonda:

      We have reviewed your filing 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 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 filing.
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.

Proxy Statement

General
1. We note that Register.com has announced the postponement of the
2005 Annual Meeting of Stockholders, previously set for September
8,
2005.  Refer to the Form 8-K filed by Register.com on August 9,
2005
announcing the potential sale of the Company to Vector Capital.
Now
that the Annual Meeting has been postponed, please revise your
proxy
materials to address your intentions in this regard.  Considering
that same Form 8-K announced Register.com`s intention to solicit
proxies in favor of the merger transaction, advise shareholders as
to
whether you will solicit proxies with respect to the merger
transaction for the accompanying Special Meeting.  In this regard,
we
note Mr. Cuban`s intention to vote against the transaction, as
discussed in the article in Forbes entitled "Mark Cuban Fights
`Disastrous` Register.com Sale" dated August 10, 2005.
2. Please ensure that both the proxy statement and form of proxy
are
clearly identified as preliminary versions.

3. Advise us, with a view toward disclosure, why all of the
participants, including the nominees, have not been identified on
the
cover page of the proxy statement as persons filing the Schedule
14A.

The Proposals, page 2

4. You mention that you are soliciting proxies from the holders of
shares of the Company`s common stock "to elect nine directors to
the
Register.com`s Board."  Considering the Company`s Board elected to
reduce its size to eight directors in November of last year,
advise
us as to how you intend to elect your nine nominees.  Refer to the
Form 8-K filed by Register.com on November 4, 2004.  Do you plan
to
increase the number of directors who may serve?  If so, do you
need
shareholder approval to do so or do the by-laws or charter of
Register.com provide other means to do so?  Please advise and
revise
your proxy materials to address this aspect of your solicitation.

Reasons for Our Solicitation, page 4
5. Please provide us with support for the statements relating to
the
following data that you present in quantified form:

* the increase in the NASDAQ Composite Index, Russell 2000 Index
and
Dow Jones Composite Internet Index, on page 4, including an
explanation as to why those indices are appropriate to compare
against Register.com`s performance;
* the information provided by Datamonitor as to Register.com`s
market
share in the domain name registration market, on page 4;
* the number of employees in 2001 and 2003, on page 5;
* Register.com`s operating expenses as a percentage of net
revenues,
on page 5; and
* the percentages provided for the year ended 12/31/04 and quarter
ended 3/31/05 in support of your allegation that Register.com has
failed to deliver on stated goals, on page 6.
Demonstrate for us how you arrived at the numbers and percentages
shown.  Again, where the support for your calculations appears in
other documents, such as the company`s Form 10-Qs or 10-Ks,
provide
copies of the relevant portions of the documents so that we can
assess the context of the information upon which you rely.  Mark
the
supporting documents provided to identify the specific information
relied upon, such as financial statement line items and
mathematical
computations.
6. On page 6, you mention that "management agreed to present a
business plan to stockholders outlining financial goals the
Company
sought to achieve."  Advise as to how and when this plan or
"stated
goals" was conveyed to stockholders.
7. On page 7, you mention that "[l]ate filings have apparently
been a
recurring problem for the Company.." and you mention that they
filed
to file, inter alia, their quarterly report for the quarter ended
September 30, 2004 in a timely manner.  It appears, however, that
this report was filed in a timely manner.  Please advise and
consider
whether it is appropriate for you to continue to refer to this as
a
"recurring problem."

8. On page 8 you mention that you "are skeptical that the Board
will
actually approve a sales transaction and permit it to be
consummated."  In light of the recent announcement by Register.com
that they have entered into an acquisition agreement with Vector
Capital, this statement would appear to be inappropriate.  Please
advise or revise.

9. On page 9, you state that you "have sought to work
constructively
with the Board to improve shareholder value with limited results."
Please revise to elaborate upon how you have worked with the Board
in
this manner.   You also mention that "the Company has failed to
achieve the goals of the business plan in a number of key
areas..."
Revise to elaborate upon these key areas or if you are referring
to
the indicators disclosed on page 6, direct readers to this
disclosure.

Proposed Plan for Register.com, page 10
10. Please disclose any potential effects of your proposal on
existing security holders of Register.com.  For instance, do you
know
of any existing company agreements with change in control
provisions
that may be triggered by the election of your nominees?

11. Please advise us as to how you arrived at your determination
that
"the remaining members of the current Register.com Board hold less
than 210,000 shares of the Company`s common stock...," on page 11.

Information Regarding the Barington Group Nominees, page 12

12. Please advise us as to how the nominees came to be
participants
in this solicitation.  How are they affiliated with one another?

Information About the Barington Group, page 24

13. In the third paragraph of this discussion, you indicate that
"[m]embers of the Barington Group, the Barington Group nominees,
and
certain other persons named below may be deemed to be
`participants`
in this proxy solicitation."  Please revise to specifically
identify
those "certain other persons," such as Millenco, L.P., so that it
is
clear who is deemed a participant in this solicitation.  Please
also
revise to state affirmatively that such persons are participants,
as
opposed to "may be."

Solicitation of Proxies, page 30

14. We note that you may employ various methods to solicit proxies
including mail,  advertisement, telephone, facsimile or in person.
Please be advised that all written soliciting materials, including
any scripts to be used in soliciting proxies over the telephone,
must
be filed under the cover of Schedule 14A.  Refer to Rules 14a-6(b)
and (c).  Please confirm your understanding.

Proxy card

15. We note the disclosure relating to how an executed proxy will
be
voted if no specification is provided.  Please revise to place
this
language in bold-face type as required by Rule 14a-4(b)(1).

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 supplemental 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 filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to their 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 acknowledging that:

* the filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filing;

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

* the filing persons 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 filing or in
response to our comments on your filing.

	You may contact me at (202) 551-3264 with any questions.  You
may also reach me via facsimile at (202) 772-9203.

			Sincerely,

			Mara L. Ransom
			Special Counsel
			Office of Mergers and
	Acquisitions

cc via facsimile at (212)-715-8000:

Peter G. Smith, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY  10036
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Mr. Mitarotonda
Register.com, Inc.
August 19, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE

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