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Writer’s Direct Line:
805-879-1813

thopkins@sheppardmullin.com

March 30, 2005

Our File No: 04SD-114157

EDGAR Transmission, Facsimile and Overnight Mail

  Securities and Exchange
  Commission

  Division of Corporation
  Finance

  450 Fifth Street, N.W.,
  Mail Stop 0407

  Washington, D.C.  20549

  Attention:  Michele M. Anderson,

                    Legal Branch Chief

Re:
         Fastclick, Inc.

                Registration Statement on Form
S-1

                File No.
333-121528

Dear Ms. Anderson:

We are responding to the comments in your
letter to Kurt A. Johnson, President and Chief Executive Officer, Fastclick,
Inc., dated March 22, 2005.  The comments
should be read in connection with the enclosed marked to show changes copy of
Amendment No. 4 filed on the date hereof (the “Amendment”).  We refer to Fastclick, Inc. as “Fastclick” or
the “Company.”

Bonus Plan, page 73

1.                                       Provide
quantified disclosure of the revenue goals that the board will use in
determining whether bonuses are to be paid or clearly state that there are
none.

Issuer’s
Response

We have
revised the disclosure in response to your comment.  Please see page 73 of the Amendment.  We also advise you supplementally that
although the board of directors may consider corporate revenue and earnings in
making bonus determinations, the board of directors may withhold bonuses from
individual employees regardless of the level of corporate revenue or earnings
in any particular period.  The Company
also believes that the revenue and earnings information that the board of
directors may consider in determining bonuses constitutes confidential
commercial or business information, the disclosure of which would have an
adverse effect on the Company.

Report of Independent
Registered Public Account Firm, Page F-2

2.                                       Your auditor
should remove the legend appearing at the bottom of their audit report and
consent prior to when you make your request for effectiveness.  Please include a clean copy of the report and
an updated consent in a pre-effective amendment to your Form S-1.

Issuer’s Response

                                                The Company’s auditor, Ernst
& Young LLP, has removed the legend appearing at the bottom of its
audit report and consent.  We have
included a clean copy of the report and an updated consent in the Amendment.

Legality Opinion

3.                                       Confirm to us
in writing that the reference to “Delaware general corporation law” includes
the statutory provisions as well as all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.

Issuer’s Response

We
confirm to you that the reference to “Delaware general corporation law”
includes the statutory provisions as well as all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting these laws.

4.                                       We note that
the opinion speaks only as of the date of the opinion.  Please clarify that the opinion speaks
through the date of effectiveness of the registration statement.  Counsel can do this through disclosure or by
filing another opinion dated the date of effectiveness.

Issuer’s Response

We have
revised the opinion in response to your comment.  Please see Exhibit 5.1 attached to the
Amendment.

Financial Statements

5.                                       In regard to
your response to comment #5, please tell us the number of stock options issued
in January 2005, managements’ estimate of the fair value of the Company’s
common stock on the date of grant, and the amount of compensation expense
recognized/deferred in connection with the issuance(s).

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Issuer’s Response

We
advise you supplementally that the Company issued options to purchase 87,125
shares of its common stock (after giving effect to a five-for-one stock split)
in January 2005.  Management’s estimate
of the fair value of the Company’s common stock on the date of those grants was
$13 per share (after giving effect to a five-for-one stock split), and the
Company recorded a deferred compensation expense of $697,000 in connection with
the issuances.

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We
have provided, under separate cover, courtesy copies of the Amendment to the
attention of Reginald A. Norris, Staff Attorney.

  Very truly yours,

  /s/ C. Thomas Hopkins

  C. Thomas Hopkins

  for SHEPPARD, MULLIN,
  RICHTER & HAMPTON LLP

cc:           Kurt A. Johnson

                Fred J. Krupica

                Reginald A. Norris

                Linda G.
Michaelson

                William H. Hinman
Jr.

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