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[LETTERHEAD OF COVINGTON & BURLING]

October 14,
2005

VIA EDGAR AND OVERNIGHT DELIVERY

Securities
and Exchange Commission

100 F Street, N.E.

Washington D.C. 20549

Attn: Michele Anderson, Legal Branch Chief

Re:Traffic.com, Inc.

Amendment No. 2 to Registration Statement on Form S-1

File No. 333-127973

Dear
Ladies and Gentlemen:

        On
behalf of Traffic.com, Inc. (the "Company"), we are responding to the Staff's letter dated September 30, 2005, relating to the Company's Registration Statement on
Form S-1. The Company is filing pre-effective Amendment No. 2 to the Registration Statement with this response letter. All page numbers in our responses refer to
Amendment No. 2. Further, for the Staff's convenience we have repeated the Staff's comments below before each of our responses.

General

1.We note a number of blank spaces throughout your registration statement for information that you are not entitled to omit under Rule 430A, such as
the anticipated price range and various recapitalization information. Please include this disclosure in an amendment as soon as practicable. Note that we may have additional comments once you have
provided this disclosure. Therefore, please allow us sufficient time to review your complete disclosure prior to any distribution of preliminary prospectuses.

The
underwriter has informed the Company that, based on current market conditions, it would expect the anticipated price range to be between $11 and $15 per share after giving effect to a planned
reverse stock split of one for three of the Company's common stock. The Company understands that, in prior Dutch auctions conducted via OpenIPO®, the Staff has not objected to the use of a
$4.00 price range. The Company intends to file a subsequent pre-effective amendment to the registration statement that will contain the anticipated price range, various
recapitalization information and related information prior to circulating the preliminary prospectus. Due to the volatility of stock prices of publicly-held technology companies and the
impact that these fluctuations could have on the perceived market price for the Company's shares, the underwriter has advised the Company that it would prefer to include the proposed price range in
the prospectus closer in time to the circulation of the preliminary prospectus. The Company intends to allow the Staff sufficient time to review the disclosure prior to the distribution of the
preliminary prospectus.

2.We note that you include industry research for estimated growth data and other figures cited throughout the document. Please provide us with marked copies of
any materials that support these and other third party statements, clearly cross-referencing a statement with the underlying factual support. Also confirm for us that these documents are publicly
available. To the extent that any of these reports have been prepared specifically for this filing, then revise the document to state that fact and file a consent from the
party.

The
Company is supplementally providing to the Staff under separate cover copies of documents that support third party statements, clearly cross-referencing a statement with the underlying factual
support. The Company confirms that all of these documents are publicly available.

3.If you intend to use artwork in addition to the graphics already included as part of the prospectus, please provide us with copies of your artwork prior to
circulating preliminary prospectuses. Since we

 may have comments that could result in material revisions to your artwork, we suggest that you provide us with enough time to finish commenting on your artwork prior to circulating preliminary
prospectuses. In order to expedite this process, you may submit your artwork to us supplementally. See Item VIII of the March 31, 2001 quarterly update to the Division of Corporation Finance's
"Current Issues and Rulemaking Projects Outline."

The
Company has included as Appendix A to the prospectus contained in the Registration Statement the proposed roadshow presentation, which includes graphics and text. The Company does not
intend to include any additional artwork in its prospectus.

4.We encourage you to file all exhibits with your next amendment or otherwise furnish us drafts of your legality opinion and underwriting agreement. We must
review these documents before the registration statement is declared effective, and we may have additional comments.

The
Company intends to file a subsequent pre-effective amendment to the Registration Statement that will contain the remaining exhibits. The Company understands that these documents
must be reviewed by the Staff before the Registration Statement is declared effective.

Inside
Front Cover Page

5.Move the paragraph regarding the company's trademarks to another section of the prospectus. Please refer to Item 502 of Regulation S-K for
the information that may appear on the inside front cover page.

The
Company has moved the paragraph regarding the Company's trademarks to page 3 under the subheading "Corporate Information."

6.You can safely delete the first sentence of the italicized introductory paragraph. A summary by its terms does not contain all of the information in the
prospectus.

The
Company has deleted the first sentence of the italicized introductory paragraph on page 1.

7.Please also delete the last italicized sentence. Once you make your disclosure clear from the context, you will not need to define terms such as "we" and
"us."

The
Company has deleted the last italicized sentence on page 1.

8.The business description provided on pages 1-4 is too detailed, contains information better-suited for the "Business" section, and is repetitive of
the information in the prospectus' body. For example, the "Our Response to Significant Trends" and "Our Traffic Information and Technology" sections merely repeat the information provided in the
"Business" section. Item 503(a) of Regulation S-K and part IV.C. of Release No. 33 7497 state that you should limit the summary to a brief overview of the offering's
key aspects. Please revise accordingly.

The
Company has revised the business description beginning on page 1 in the prospectus summary to be a brief overview of the offering's key aspects.

Our
Company, page 1

9.Tell us in your response letter the basis for your statement that you "are the leading provider of accurate real-time traffic information in the
United States."

The
Company has revised the statement to read "a leading provider of accurate real-time traffic information in the United States" (emphasis
added). The Company believes that it is one of the three leading providers of traffic information for commercial purposes in the United States, based on geographic coverage and customers, and the only
one of these three that uses a technology-driven approach to capture, standardize and distribute traffic information.

The
Company is currently the only business that is under contract with the U.S. Department of Transportation to own and operate a digital sensor network to gather traffic flow information in

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the
United States. The Company's sensor network collects precise and objective traffic data, such as vehicle speeds, types of vehicle and distance between vehicles, on a per lane basis (up to 8 lanes)
every 60 seconds. The Company's TIMS technology analyzes this raw data to generate and distribute information such as travel times, traffic volume and exact locations of delays.

The
Company is the only national traffic information company in the United States that routinely integrates traffic flow data from government sensor systems with the traffic data that it collects from
its own sensors. Although this information may not be as comprehensive or accurate as the Company's own data when it is collected, the Company's TIMS technology is designed to analyze and verify this
data and to identify data errors and malfunctioning sensors.

Our
largest competitors rely almost exclusively on traditional traffic collection methods, such as helicopters, video cameras, mobile units (vans) and emergency scanners. Because these methods rely on
human observation and estimation, they often produce inexact and subjective information. In addition, these methods do not typically provide the same comprehensive and continuous geographic coverage
as sensor systems, they are not generally operated on a 24/7 basis and distribution of this information is often delayed. The Company believes that, even in cities where the Company utilizes only
traditional collection methods and does not collect sensor data, its method of standardizing, verifying and distributing this data makes its information more reliable and timely than the data
collected by its competitors.

For
these reasons, the Company believes that it is "a," and probably "the," leading provider of accurate real-time traffic information in the United States.

10.Please clarify what you mean by "traditional traffic incident and event information" and clarify how your traffic data is "highly differentiated" compared to
the traditional traffic information.

The
Company has clarified the meaning of "traditional traffic incident and event information" on pages 1 and 25 and has replaced "highly differentiated" traffic data with "detailed traffic
information, including specific speeds, travel times and delay times" on pages 1 and 25. We also refer to the response to Comment 9.

11.Disclose the approximate date that you expanded your business model. Please also disclose to what extent you generate revenue from each of these sources so
that investors understand the relative importance of each of your revenue sources and how this change in your business model has impacted your business. In addition, please also disclose the number of
subscribers to your traffic.com website and disclose when you began providing your data to NAVTEQ and Motorola.

The
Company has added the requested disclosure on the number of unique visitors to and registered users of its website on page 52 and has indicated that it has very few consumer wireless subscribers
at this time on pages 7, 27, 28 and 53. The Company has disclosed when it began providing data to NAVTEQ and Motorola on page 1 and pages 26 to 27.

The
Company has added the requested disclosure regarding the dates on which it introduced each of the new applications and services on pages 1, 25, 26, 27, 28, and 52. The Company has added
information regarding revenue generated to date and revenue expected to be generated in the future from these new services and applications on pages 26 and 27.

12.We remind you that your summary should present a balanced picture of your operations. Accordingly, please disclose your net losses for each of the past two
years and the increase in your net loss for the six months ended June 30, 2005 compared to the same period in 2004. Please also disclose your accumulated stockholders' deficit of approximately
$84 million as of June 30, 2005.

The
Company has added a new subsection, "Challenges and Risks" to the prospectus summary on page 2 which discloses the Company's net losses for each of the past two years and the increase in the
Company's net loss for the six months ended June 30, 2005 compared to the same period in

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2004.
The Company has also disclosed its accumulated stockholders' deficit as of June 30, 2005 and noted certain risks related to its business.

13.You use the term "platforms" in a number of places. This term is vague. Please use concrete, everyday language when describing your products and services.
Similarly replace this vague term appearing in the graphics on your inside back cover page.

The
Company has replaced the term "platforms" with more concrete language, such as "technologies," "media," or "delivery applications and services" when describing its products and services throughout
the prospectus. The Company has also deleted the term "platforms" in the graphics on the inside back cover page of the prospectus.

Our
Response to Significant Trends, page 1

14.Please tell us in your response letter the basis for your statement that the traditional methods used by radio and television traffic reporting "result in
limited and often inaccurate traffic flow information..." In this regard, we note the use by stations of helicopters to provide traffic flow information.

The
Company has changed the statement "limited and often inaccurate traffic flow information" to "limited and inexact traffic flow information that is not provided on a continuous basis." We believe
that this revised language is more precise. As discussed in the response to Comment 9, traditional methods to collect traffic data are subject to human interpretation (for example, estimations of
travel speeds) and to limited coverage in the specific locations where helicopters and mobile units happen to be located at any given time. As a result, information on exact travel speeds is generally
not captured and sudden changes in traffic flow, due to an accident for example, may not be captured in real time.

Our
Strategy, page 4

15.We note your statement that your "objective is to become recognized worldwide...as the leading provider...." In light of the competitive environment in your
industry and that you currently do not appear to have any international operations, tell us in your response letter why you believe that you have a reasonable, factual basis for this statement. In
addition, please tell us in your response letter the basis for your statement that your technologies are "superior."

The
Company has replaced "worldwide" with "internationally" on pages 2 and 53. The Company believes that there is a reasonable, factual basis for the statement that its "objective is to become
recognized internationally...as the leading provider..." because it is actively exploring opportunities to expand into other countries, particularly in Asia. In addition, the TIMS technology was
developed to accept, normalize and process data from multiple sources, including data from international sources, as a result of which expansion to countries outside the United States would not
require the development of a new system. As a result of TIMS's ability to standardize data, we believe that our information can be delivered in other languages with minimal development effort. For
example, we are currently developing the capability to present Traffic Pulse Broadcaster's information in Spanish.

The
Company believes that its technologies are "superior" because TIMS provides the Company with the ability to efficiently aggregate traffic data from multiple sources in a centralized database and
to deliver that data quickly and continuously through multiple means. As discussed in the Company's response to Comment 9, the Company's competitors collect most of their traffic information through
traditional means and generally do not deliver aggregated traffic flow, volume and speed data on a real-time basis. We also refer to the Company's response to Comment 9 regarding the
advantages of our "traditional" collection methods over those of our competitors.

The
Company also bases its belief that its technologies are superior on feedback from its media, data services and advertising customers. In competitive bidding processes, the Company's services

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have
been chosen over competitors who offered lower pricing and, in at least one instance, was chosen based on the customer's detailed analysis of the data offered by the Company versus its
competitors.

The
Offering, page 5

16.Your disclosure indicates that all outstanding shares of your convertible preferred stock will convert into common stock upon the closing of the IPO. In your
response letter, please confirm that the registration statement will not cover the issuance of common shares upon conversion of the various series of privately-sold convertible preferred
stock.

The
Company confirms that the r