SecProbe.io

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October 7, 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
		File Number 333-99939

Dear Mr. Callahan:

	We have reviewed your response letter dated August 19, 2005
and
have the following comments.  If you disagree with any of the
comments, we will consider your explanation as to why our comments
are inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  Some of our comments may ask
you
to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
have additional comments.  We welcome any questions you may have
about our comments or on 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

Notes to Consolidated Financial Statements, page 40
Note 4 - Accounts Receivable, net, page 47
1. Based on our phone conversation on September 13, 2005, please
confirm that you will begin to record circulation newsstand
receivables (as well as other receivables as appropriate) and the
related allowance for doubtful accounts net of estimated sales
returns.

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

2. We note your response in the letters dated August 19 and
September
19, 2005, our conversation on September 13, 2005, and the terms of
your 2002 stock option plan in regard to our prior comment number
6.
It is clear that your 2002 stock option plan is a stock-based
compensation plan.  We believe that all stock-based compensation
plans are within the scope of FAS 123 (to the extent not excluded
therein) based on the first paragraph of FAS 123 that states "This
Statement establishes financial accounting and reporting standards
for stock-based employee compensation plans. Those plans include
all
arrangements by which employees receive shares of stock or other
equity instruments of the employer or the employer incurs
liabilities
to employees in amounts based on the price of the employer`s
stock."
Although paragraph 5 of FAS 123 permits alternatives in valuation
methodologies to apply, we believe it was not the intention of FAS
123 to distinguish between plans covered by it at the exclusion of
those covered by APB No. 25, and vice versa for purposes of
paragraph
of 11(b) of FAS 133.  Accordingly, we believe that FAS 133 does
not
apply to the 2002 plan in that it is scoped out by paragraph
11(b).
In this regard, it appears that preferred stock options under the
2002 plan in substance satisfy the definition in paragraph 9 of
FIN
28.  Since you apply the intrinsic value method in accounting for
stock options, it appears such options should be accounted for as
a
variable plan award in accordance with FIN 28.  Please advise.

3. In view of comment number 2 above, it appears that common stock
options issued under the 2002 plan should be accounted for using
intrinsic value.  Please tell us the fair value of the underlying
common stock at each grant date of common stock options issued
under
the plan.

4. You stated that holders of options issued under the 2002 plan
are
entitled to payment only if funds are available therefore.
However,
it appears that payment deficits to holders are to be made whole
by
provisions within paragraph 7 of the plan.  Please reconcile your
statement to the plan provisions.

5. We note your response in the letter dated August 19, 2005 to
our
prior comment number 1 and the disclosure in the June 30, 2005
Form
10-Q referred to therein.  Consistent with the information you
have
provided to us and the variables and assumptions used to compute
the
related obligation, please expand your disclosures in applicable
risk
factors and the liquidity and capital resources section of MD&A
to
address the cash settlement obligations and potential for
settlement
with respect to stock options issued under the 2002 plan.

6. Please explain to us how the assumptions used and resultant
values
in regard to the computations of obligations for stock options
issued
under the 2002 plan are consistent with and impact your assessment
of
impairments under FAS 142 and 144.

Note 21 - Segment Information, page 74

7. We note your response in the letter dated August 19, 2005 to
our
prior comment number 7.  Our understanding of the first sentence
of
paragraph 27 of FAS 131 is that total assets for each reportable
segment are to be disclosed whether or not the information is
reported to the chief operating decision maker.  Please disclose
this
information, and reconcile it as specified in paragraph 32(c).

8. Also in regard to your response, it appears from your
disclosures
that you generate revenues from foreign countries.  For example,
the
last sentence in the sixth full paragraph on page 11 reads "Our
brands and content currently appear in 41 countries ..."  Please
disclose the information specified in paragraph 38(a) of FAS 131.
If
not material, so disclose.

	Please file your response to our comments via EDGAR within 10
business days from the date of this letter.  You may contact Doug
Jones at 202-551-3309, Lyn Shenk at 202-551-3380, or me at 202-
551-3812 with any questions.

	Sincerely,

	Michael Fay
	Accounting Branch Chief

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

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