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July 20, 2005

Via Mail and Fax

Mr. Robert F. Callahan
Chief Executive Officer
Ziff Davis Holdings Inc.
28 East 28th Street
New York, New York 10016

	RE: 	Ziff Davis Holdings Inc.
		Form 10-K for the Year Ended December 31, 2004
		Form 10-Q for the Quarter Ended March 31, 2005
		Forms 8-K filed January 6, 2005, March 4, 2005, April 11,
		2005, April 26, 2005, and May 9, 2005
		File Number 333-99939

Dear Mr. Callahan:

	We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only the
financial statements and related disclosures and do not intend to expand
our review to other portions of your filings.  Where indicated, we
believe you should revise your future filings 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.

	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 filings.  We look forward to
working with you in these respects and 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.

Form 10-K for the Year Ended December 31, 2004
Liquidity and Capital Resources, page 29

1. Please revise to disclose your plans to meet your liquidity
requirements on a long-term basis, including all of your long term
obligations and redeemable preferred stock and options thereon.

Critical Accounting Policies and Estimates, page 31

2. The disclosure here should supplement, not duplicate, the
description of the accounting policy already disclosed in the
notes to the financial statements.  Your disclosure should provide
greater insight into the quality and variability of information regarding
financial condition and operating performance.  For example, it
appears you could expand your disclosure concerning the factors
and the basis for such used in determining the allowance for doubtful
accounts and how the extended lives associated with advertiser
lists were determined (are they based on contractual terms or factors
that you have determined, and if so, your basis for such factors).
Please expand your disclosure to discuss in detail the significant
judgments and estimates that you refer to, and the sensitivity of these in
determining amounts recorded, as well as how your estimates
compare to actual results.  Refer to FR-60 and FR-72 for further guidance.

Notes to Consolidated Financial Statements, page 40
Note 4 - Accounts Receivable, net, page 47

3. Please explain to us and disclose the reason for the large
increase in the net additions to the allowance for doubtful
accounts in 2004.  Identify the factors that changed from the prior year
and the reason for their change that contributed to such increase.

4. We note the allowance for doubtful accounts receivable is 49
percent of gross accounts receivable at December 31, 2004.  We
also note gross circulation receivables exceed 2004 circulation
revenues. Please tell us the allowance for each component of your
receivables (trade, circulation, and other) at December 31, 2004.  In
addition, explain to us why the allowance is a large percentage of the gross
amount of accounts receivable and why gross circulation
receivables exceed 2004 circulation revenues.  In light of the significance of
your allowance, also tell us how you concluded that your revenues
met the recognition criteria of SAB Topic 13, specifically with
respect to reasonable assurance of collectibility.

Note 13 - Capital Structure, page 58

5. We note the risk factor on page 13 in regard to the
restrictions on your subsidiary Ziff Davis Media with respect to Ziff Davis
Holdings` ability to meet its obligations to preferred
stockholders. Please disclose in detail these restrictions in your notes to the
financial statements, in accordance with Rule 4-08(e)(1) and (3)
of Regulation S-X.  Also, include within the liquidity section of
your MD&A a discussion of the nature and extent of such restrictions
and the impact such restrictions have had and are expected to have on
the ability of Holdings to meet its preferred stock obligations.

Note 16 - Employee Benefit Plans, page 61
2002 Stock Option Plan, page 63

6. We note you issued options on your Series A, B, and D mandatorily
redeemable preferred stock during 2004 and you recognized
approximately $1.1 million of compensation expense in 2004 related
to various options issued under the 2002 stock option plan.  Your
March 31, 2005 Form 10-Q states there was no change in the fair value of
options granted and you recognized no compensation cost during the
quarter.  We note you use the Black-Scholes option pricing model
to calculate the fair value of the options when granted and at each
reporting period.  Please clarify for us whether or not the
cumulative fair value of the preferred stock options is recognized
as a liability on the balance sheet.  Tell us how much of the $1.1
million in compensation expense for 2004 relates to each preferred
stock option.  Tell us the specific accounting guidance you follow
in accounting for the preferred stock options and significant
assumptions you used in determining their fair value.  If you
believe it will be helpful to our understanding of your calculation of
compensation expense, please consider supplementally providing a
copy of such calculation.

Note 21 - Segment Information, page 74

7. Please disclose total assets for each reportable segment and
related reconciliations in accordance with paragraphs 25 and 27 of
FAS 131.  Also, disclose total expenditures for additions to long
lived assets in accordance with paragraph 28(b).  Additionally,
disclose geographic information about revenues in accordance with
paragraph 38(a), and if not material, so disclose.

Item 9A Controls and Procedures, page 78

8. Please revise paragraph a) to disclose whether or not your
disclosure controls and procedures were "effective" in accordance
with Item 307 of Regulation S-K.  Also, the disclosure in
paragraph b) should be in regard to the most recent quarterly period
completed, in accordance with Item 308(c) of Regulation S-K.  Revise
accordingly.  Conform the like disclosures in your Form 10-Q`s as
well.

	We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings to be certain that
the filings include all information required under the Securities
Exchange Act of 1934 and 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
disclosures 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.

	Please file your response to our comments via EDGAR within
ten business days.  You may contact Doug Jones at 202-551-3309, or Lyn
Shenk at 202-551-3380, with any questions.  You may also contact
the undersigned at 202-551-3812.

	Sincerely,

	Michael Fay
	Accounting Branch Chief

cc:	Mr. Derek Irwin, Chief Financial Officer (via facsimile at
212-503-3450)

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