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RESPONSE LETTER

Ziff Davis Media Inc.

28 East 28th Street

New York, NY 10016

August 19, 2005

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-3561

    Attention:

    Michael Fay

    Doug Jones

    Lyn Shenk

    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 333-9939

Ladies and Gentlemen:

     We are writing to respond to the comments raised in your letter to Ziff Davis Holdings Inc.
(the “Company”) dated July 20, 2005. The responses correspond to the captions and numbers
of those comments, which are reproduced below in italics.

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.

     In accordance with Item 303 of Regulation S-K, the Company has included disclosures
surrounding its liquidity requirements in its Annual Report on Form 10-K for the year ended
December 31, 2004 (the “Form 10-K”). Specific disclosures in the Form 10-K surrounding
liquidity include: (i) the first risk factor on page 12 of the Form 10-K entitled “We require a
significant amount of cash to service our indebtedness, which could make it difficult for us to

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Page 2

satisfy our obligations with respect to our long-term debt and preferred stock and which
reduces the cash available to finance our growth”; (ii) the first risk factor on page 13 of the
Form 10-K entitled “If Ziff Davis does not receive loans, advances or dividends from it
subsidiaries, Ziff Davis Holdings may be unable to redeem or pay accrued dividends on its preferred
stock”; (iii) in the Liquidity and Capital Resources section on pages 29-30 of the Form 10-K; and
(iv) in the last paragraph on page 57 on Note 12 — Financial Restructuring.

     Notwithstanding the above, in response to the Staff’s comment, the Company has expanded its
disclosures surrounding its plans to address its long-term liquidity requirements in its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2005 (the “June 10-Q”). As noted on
page 26 of the June 10-Q, the Company’s ability to service its indebtedness will depend on future
performance, which will be affected by prevailing economic conditions and financial, business and
other factors. The Company believes that its diversification into Internet, events and other
non-print businesses will continue and that these businesses will grow in profitability and will
generate meaningful incremental future free cash flow to assist the Company in servicing its
long-term obligations. The Company’s current intention is to repay its long-term obligations when
they come due in 2009, 2010 and 2012 in part from cash flow from operations, with the remainder
coming from the refinancing of such obligations, including our mandatorily redeemable preferred
securities outstanding, or selling assets to obtain funds for such purposes. Lastly, in terms of
the redemption of its preferred stock, the Company believes the primary holder of these securities
and its equity sponsor, Willis Stein, will continue to support the Company’s future growth plans
and will develop a plan to extend the maturities or refinance these securities in the event that
should become necessary. There is no assurance, however, that refinancings of indebtedness
including preferred securities or asset dispositions could be achieved on a timely basis or on
satisfactory terms, if at all, or would be permitted by the terms of the Company’s indebtedness.

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 use in determining the allowance for doubtful
accounts and how the extended lives associated with the 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

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August 19, 2005

Page 3

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.

     The Company has made revisions to its disclosure in its June 10-Q in response to the Staff’s
comment. Specifically, the Company expanded its disclosure with respect to the following critical
accounting policies and estimates: allowances for doubtful accounts, reserves for sales returns
and allowances, and estimated useful lives of property, plant and equipment and goodwill and
intangible assets. The Company will continue to include updated disclosures surrounding critical
accounting policies and estimates in future filings.

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.

     The increase in the allowance for doubtful accounts, returns and cancellations principally
arises from a provision for estimated returns for sales of magazines to newsstands. As further
described in response to comment 4 below, newsstand sales less estimated returns are recognized in
the month that the related publications are sold at newsstands. For the year ended December 31,
2004 and 2003, net revenues generated from newsstand sales were approximately $17.5 million and
$18.5 million, respectively. All of the Company’s magazines sold at newsstands have return rates in
excess of 50%, thus requiring the Company to provide a significant provision for estimated returns
in comparison to the net revenues the Company generates from newsstand sales.

     For the years ended December 31, 2004 and 2003, the net addition to the allowance for doubtful
accounts, returns and cancellations is principally comprised of the provision for estimated returns
partially offset by actual returns processed through the end of the reporting period. The increase
in the additions for the year ended December 31, 2004 versus 2003 is principally due to a lag at
December 31, 2004 in processing actual magazine returns data against the provision for returns
established at the time the newsstand sales were recognized. Accordingly, the gross circulation
receivable and allowance account are larger than the comparable amounts at December 31, 2003
despite a similar level of net circulation revenue and

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Page 4

similar rates of return experienced in both years. As such, the net receivables at December
31, 2004, are substantially comparable to that of the previous year.

    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 revenue. 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.

     As noted in the Company’s response to comment 3 above, the increase in the allowance for
doubtful accounts, returns and cancellations principally arises from a provision for estimated
returns for sales of magazines to newsstands. At December 31, 2004, the allowance for doubtful
accounts, returns and cancellations was comprised of amounts established for doubtful accounts for
trade and other receivables and a reserve for returns and cancellations principally relating to
circulation receivables. Of the total allowance of $33.8 million at December 31, 2004, $2.8
million related to advertising and other receivables and $31.0 million related to circulation
receivables.

     Trade and other receivables arise principally from the sale of advertising, list rentals,
royalty agreements, custom conferences and other sources. Advertising revenue is recognized as
income in the month that the related publications are sent to subscribers or become available for
sale at newsstands. Other revenues such as list rentals, royalty agreements, custom conferences
and other revenue are recognized over the terms of related agreements of when services are
provided. Historically, the Company has not experienced any significant issues associated with
realizing trade and other receivables. For the year ended December 31, 2004 and 2003, bad debt
expense represented less than 1% of advertising and other revenue in each year.

     Circulation receivables arise from the sale of magazines via subscriptions and the sale of
magazines to newsstands. Circulation revenues were $37.9 million and $40.0 million for the years
ended December 31, 2004 and 2003, respectively. Of such amounts, approximately $17.5 million and
$18.5 million related to newsstand sales for the years ended December 31, 2004 and 2003,
respectively. The vast majority of outstanding receivables represent receivables due from
newsstands as subscribers typically pay for their subscriptions in advance. Subscription revenue
less estimated cancellations is deferred when paid and then recognized as revenue in the month

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Page 5

that the related publications are sent to subscribers. Newsstand sales less estimated returns
are recognized in the month that the related publications are sold at newsstands. Accordingly, at
December 31, 2004, the vast majority of the $31.0 million allowance for circulation receivables
relates to estimated returns associated with the sale of magazines to newsstands.

     In consultation with our third party distributors, we determine the number of magazines to
deliver to newsstand locations. Our distributors are contractually obligated to remit payment for
magazines that are sold at newsstands and the Company has not experienced any significant
realizability issues surrounding collection of receivables arising from newsstand sales. Retailers
return unsold copies to the distributors, who count and then shred the returned copies and report
the returns by affidavit. All of our magazines sold at newsstands have return rates in excess of
50%. This gives rise to gross circulation newsstand receivables exceeding net circulation
revenues. We continuously adjust our provision for returns based on actual returns of the
magazine. We have a long history of tracking actual return percentages for each of our magazines
on an issue by issue basis and substantially all of the magazines to be returned are returned
within 90 days of the date that the subsequent issue goes on sale. Historically, our adjustments
to estimated returns have not been significant and are driven by differences in consumer demand as
compared to expected sales.

     Based upon the aforementioned factors, the Company believes its accounting policies
surrounding the recognition of advertising, circulation and other revenues are in accordance with
the criteria prescribed by Staff Accounting Bulletin Topic 13 and Financial Accounting Standards
Board Opinion No. 48 “Revenue Recognition When Right of Return Exists.”.

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 Regulations 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.

     As noted by the Staff, the Company previously described Ziff Davis Media’s restrictions with
respect to Ziff Davis Holdings’ ability to meet its obligations to preferred stockholders in

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Page 6

the Risk Factor entitled “If Ziff Davis does not receive loans, advances or dividends from its
subsidiaries, Ziff Davis Holdings may be unable to redeem or pay accrued dividends on its preferred
stock” on page 13 of the Form 10-K. In response to the Staff’s comment, the Company has expanded
its disclosure regarding the nature and extent of any such restrictions and the impact such
restrictions may have on the ability of the Company to meet its preferred stock obligations in Note
7 of the June 10-Q. The Company will continue to include such disclosures in the Notes to the
Financial Statements of future filings.

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.

     As disclosed in Note 16 to the financial statements included in the Company’s Form 10-K, under
certain circumstances the preferred stock options issued under the 2002 Stock Option Plan (“the
Plan”) are subject to repurchase by the Company. Accordingly, in such instances, the terms of
the preferred stock option grants require no initial net investment and permit net settlement.
Based upon these provisions of the preferred stock option grants, among other factors, the Company
has concluded such preferred stock options meet the definition of a derivative financial instrument
which are required to be accounted for under the provisions of Statement of Financial Accounting
Standard No. 133 “Accounting for Derivative Instruments and Hedging Activity” (“SFAS 133”).
Accordingly, the Company determines the fair value of the preferred stock options a