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Ziff Davis Media Inc.

28 East 28th Street

New York, NY 10016

December 13, 2005

VIA
EDGAR AND FACSIMILE (856-881-9057)

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

    File Number 333-9939

Gentlemen:

     We are writing to respond to the comments raised in your letter to Ziff Davis Holdings Inc.
(the “Company”) dated October 7, 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

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.

     We confirm the response provided during our phone conversation on September 13, 2005, that
beginning with our Form 10-K filing as of and for the year ended December 31, 2005 and
prospectively, we will expand our disclosure of accounts receivables and the related allowance for
doubtful accounts to separately report newsstand receivables and to separately disclose the sales
return component of the allowance for doubtful accounts.

Securities and Exchange Commission

December 13, 2005

Page 2

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.

     The application of Statement of Financial Accounting Standards (“FAS”) 150 requires the
classification of our mandatorily redeemable preferred stock as debt and thus we continue to
believe that the accounting for options on those securities under FAS 133 is appropriate. In
applying the provisions of FAS 133, the fair value of the preferred stock options granted pursuant
to our Amended and Restated 2002 Employee Stock Option Plan (the “Plan”) are determined as of the
end of each reporting period and reflected as a liability on the Company’s balance sheet to the
extent vesting has occurred. A corresponding amount is reflected as a component of selling,
general and administrative expenses in the Company’s Statement of Operations for changes in the
fair value of the preferred stock options which have occurred during the reporting period.

     The Company has reviewed the provisions of FAS 123R and believes the accounting required for
these securities under FAS 123R is consistent with the historical accounting treatment afforded
these securities, as briefly described above and contained in our quarterly and annual reports
filed on Form 10-Q and 10-K, respectively. Accordingly, the existing accounting framework applied
to the preferred options issued under the Plan will not result in any

Securities and Exchange Commission

December 13, 2005

Page 3

cumulative effect impact reflected in the Company’s Statement of Operations upon its adoption
of FAS 123R.

    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.

     The Company concurs that the common stock options issued under the Plan are required to be
accounted for under APB No. 25 as variable stock awards. However, as further highlighted in the
valuation discussion included in response 6. below, in light of the amount of outstanding debt and
preferred securities of the Company, the common securities which are subordinated to the debt and
preferred securities have had no value throughout the period the common stock options issued under
the Plan have been outstanding. Accordingly, no compensation charge has been required to be
recognized for such common stock options. Commencing with the filing of the Company’s Form 10-K
for the year ending December 31, 2005, the Company will expand its financial statement disclosures
to clarify the accounting policy utilized to account for such awards 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.

     In our letter to you dated September 19, 2005, we stated that “[i]n contrast to the holders of
outstanding shares of Preferred Stock, the holder of an option on Preferred Stock does not have a
contractual right to a specified payment on the mandatory redemption date. Rather, an option
holder would be entitled to a payment in respect of his/her outstanding and vested options to
purchase shares of a class of Preferred Stock if, and only if, the Company actually makes payments
to the holders of outstanding shares of such class of Preferred Stock for an amount greater than
the exercise price of the options on the Preferred Stock.” This statement is consistent with
Section 7 of the Plan which provides that if, and only if, the Company actually makes payments to
the holders of the outstanding shares of certain classes of stock, in an amount that exceeds the
exercise price of an option to purchase such shares, then the holder of such option may (in certain
circumstances) be entitled to receive a payment. Section 7 of the Plan does not give an optionee
the right to receive any payments unless the Company actually has paid holders of outstanding
shares of a class of stock an amount per share that is in excess of the

Securities and Exchange Commission

December 13, 2005

Page 4

exercise price of the option on such class of stock. Capitalized terms used below shall have
the respective meanings set forth in the Plan and Section references refer to Sections of the Plan.

     Section 7(b)(ii) provides that if the Company actually pays a dividend to holders of
outstanding shares of a class of stock subject to an option (other than any dividend that might be
paid on Common Stock after an Initial Public Offering), then the exercise price of the option on
such class of stock would be reduced by the per-share amount of the dividend (except to the extent
the dividend caused an adjustment to be made pursuant to Section 3, which deals with stock splits
and the like). Section 7(b)(iii) provides that if, and only if, the Company actually pays a
dividend to holders of outstanding shares of a class of stock in an amount per share that exceeds
the exercise price of an option on such class of stock, causing there to be a Spread Value Per
Share, the holder of the option would be entitled to receive a payment. The amount of such
payment, as specified in Section 7(b)(v), would be the product of the Spread Value Per Share
multiplied by the number of shares of the applicable class which the optionee is entitled to
purchase pursuant to the vested portion of his or her option as of the record date. Section
7(b)(vi) further provides that in the event that (a) the optionee had unvested shares as of the
dividend record date (and hence did not receive a Spread Value Per Share payment with respect to
those unvested shares) and (b) a Sale of the Company is consummated shortly after the dividend,
then the optionee would be entitled, upon consummation of the sale, to receive payment of the
Deficit, which is defined in Section 15 as being the product of the Event Unvested Number (i.e.,
the number of unvested options on the applicable class of stock as of the dividend record date)
multiplied by the Spread Value Per Share (reduced by any Catch-up Dividend Payment Per Share that
might have been made). Yet no payment is due to an optionee pursuant to Section 7(b) with respect
to a Dividend Event unless there as a Spread Value Per Share in connection with the Dividend Event
— i.e., that the Company actually paid dividends to holders of outstanding shares of a class of
stock in an amount per share that exceeded the exercise price of the option on such class of stock.

     Section 7(b)(iii) provides that if the Company redeems outstanding shares of certain stock
subject to an option, or makes payments thereon in connection with any liquidation, dissolution or
winding up of the Company, then, if and only if the Redemption Price Per Share actually paid
exceeds the exercise price of the option on such class of stock, causing there to be a Spread Value
Per Share, the holder of the option would be entitled to receive a payment in an amount, as
specified in Section 7(b)(iv), equal to the product of the Spread Value Per Share multiplied by the
Participation Amount for such class of stock. The Participation Amount is the product of the
shares subject to the option multiplied by the lesser of (a) the percentage of such option that was
vested as of the consummation of the Redemption Event and (b) the percentage of the outstanding
shares of the applicable class that were redeemed in the Redemption Event. Section 7(b)(vi)
further provides that in the event that (a) the percentage of the option that was vested as

Securities and Exchange Commission

December 13, 2005

Page 5

of the consummation of the Redemption Event was less than the percentage of outstanding shares
of the class redeemed in the Redemption Event, causing there to be an Event Unvested Number and (b)
a Sale of the Company is consummated shortly after the redemption, then the optionee would be
entitled, upon consummation of the sale, to receive payment of the Deficit, which is defined in
Section 15 as being the product of the Event Unvested Number multiplied by the Spread Value Per
Share (reduced by any Supplemental Redemption Payment that might have been made). As with payments
related to Dividend Events, no payment is due to an optionee pursuant to Section 7(b) with respect
to a Redemption Event unless there as a Spread Value Per Share in connection with the Redemption
Event — i.e., that the Company actually paid holders of outstanding shares of a class of stock an
amount per share that exceeded the exercise price of the option on such class of stock.

     In summary, the provisions of Section 7(b) essentially give each optionee the right to obtain,
in certain (but not all) circumstances, the Spread Value Per Share (if any) that the optionee may
have failed to receive in a Dividend Event or Redemption Event due to the option being wholly or
partially unvested or unexercisable as of the date of such event. But Section 7(b) does not
provide an optionee with any right to receive payment unless the Company actually has made payments
to holders of outstanding shares of a class of stock, in an amount per share that exceeds the
exercise price of the option on such class of stock. The rights of the option holders including
those rights pursuant to Section 7 of the Plan have been appropriately considered in determining
the fair value of the underlying options on preferred shares issued under the Plan.

    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.

     We will prospectively expand our 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 Plan commencing with our Form 10-K filed
as of and for the year ended December 31, 2005.

Securities and Exchange Commission

December 13, 2005

Page 6

    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.

     As described in footnote 2 under the heading “Intangible Assets” to the financial statements
included in the Company’s Form 10-K for the year ended December 31, 2004, the Company reviews the
recoverability of goodwill and indefinite-lived intangible assets in the fourth quarter of each
year. In accordance with paragraph 19 of FAS 142, “Goodwill and Other Intangible Assets”, the
Company compared the estimated fair value of its reporting units to their respective net book
values. The estimated fair value of the reporting units at December 31, 2004 exceeded their
respective net book values and therefore intangible assets were not considered impaired.

     Consistent with the independent valuation obtained for the option grants issued under the
Plan, the Company utilized a discounted cash flow methodology to determine the estimated fair value
of its reporting units. Specifically, cash flows were estimated for a forecast period of five
years from the valuation date with an estimate of cash flow growth in perpetuity utilized to
determine cash flows subsequent to the forecast period. Additionally, consistent with the
Company’s historical valuation approach in performing its annual recoverability test of indefinite
lived intangible assets under FAS 142, the Company also compared the estimated fair value of its
reporting units determined utilizing the income approach as described above to a valuation result
utilizing a representative EBITDA multiple. Under each valuation approach, the estimated fair
value of the Company’s reporting units exceeded their respective net book values.

     The minimum aggregate estimated fair value of the Company’s reporting units under the
valuation methodologies described above were comparable to the enterprise value of the Company
which was determined for purposes of valuing the options issued under the Plan. Accordingly, the
valuation of the Company utilized to determine the compensation charge for the options issued unde