SecProbe.io

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Mail Stop 0407

      April 28, 2005

Jeffrey E. Ganek
Chairman and
  Chief Executive Officer
NeuStar, Inc.
46000 Center Oak Plaza
Sterling, Virginia  20166

	RE:  	NeuStar, Inc.
      Registration Statement on Form S-1
      Filed March 29, 2005
      File No. 333-123635

Dear Mr. Ganek:

      We have reviewed your Form S-1 and have the following
comments.
Where indicated, we think you should revise your document 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that 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 filing.
We look forward to working with you in these respects.  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.

General
1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range and various
recapitalization information.  Please include this disclosure in
an
amendment as soon as practicable.  Note that we may have
additional
comments once you have provided this disclosure.  Therefore,
please
allow us sufficient time to review your complete disclosure prior
to
any distribution of preliminary prospectuses.

2. We note that you include industry research for estimated growth
data and other figures cited throughout the document, such as
those
provided by International Data Corporation.  Please provide us
with
marked copies of any materials that support these and other third
party statements, clearly cross-referencing a statement with the
underlying factual support.  Confirm for us that these documents
are
publicly available. To the extent that any of these reports have
been
prepared specifically for this filing, file a consent from the
party.
3. Please provide us with copies of your artwork prior to
circulating
preliminary prospectuses.  Since we may have comments that could
result in material revisions to your artwork, we suggest that you
provide us with enough time to finish commenting on your artwork
prior to circulating preliminary prospectuses.  In order to
expedite
this process, you may submit your artwork to us on a supplemental
basis.  See Item VIII of the March 31, 2001 quarterly update to
the
Division of Corporation Finance`s "Current Issues and Rulemaking
Projects Outline."

Prospectus Cover
4. Tell us in your response letter why you believe the disclosure
in
the third paragraph is so material that it merits inclusion on the
prospectus cover.  In this regard, we note that you have
prominently
disclosed the restrictions on ownership and transfer in the
prospectus summary.

Prospectus Summary, page 1
5. Please eliminate or explain technical and business jargon in
the
prospectus summary, and reduce the amount of jargon throughout the
rest of the prospectus.  Consider explaining when first used
industry
terms such as "neutral," "competitive churn," "standard
interfaces,"
and "session initiation protocol" in clear concrete everyday
language.
6. Revise your disclosure throughout to remove unnecessary
capitalized terms and defined terms.  In addition, please minimize
your use of acronyms.  As one example, instead of defining
infrequently-used terms such as short-messaging service as "SMS"
or
Communications Industry Services group as "CIS," consider simply
using the full term.
7. You can safely delete the second sentence of the italicized
paragraph.  A summary by its terms does not contain all of the
information in the prospectus.  In addition, please delete the
fourth
sentence of the italicized paragraph.  Once you make your
disclosure
clear from the context, you will not need to define terms such as
"we," "our" and "us."
8. Please revise to decrease the length of your summary.  It
should
discuss only the key aspects of the offering and your operations.
Much of the discussion you currently include does not appear so
highly material as to merit inclusion in the summary.
Consider eliminating here, or significantly reducing, the industry
background, demand drivers, strengths and strategy discussions,
which
are more appropriate for your business section.  Also, please
delete
the summary risks section on page 6 as this information appears to
be
overly general and the actual risk factors begin on page 10.
Further, as part of your revisions, ensure that you provide a
balanced discussion in the summary by briefly discussing, where
you
suggest a superlative characteristic of your services or products,
your basis for such suggestion.  For example, where you indicate
that
your clearinghouse services are "essential" and that your
directories
are "authoritative" and "manage virtually all telephone area codes
and numbers," explain here how you determined this.
9. We note your disclosure on pages 5 and 6 that you "anticipate
that
[you] will receive conversion elections from holders of [_] % of
[y]our outstanding common stock ... immediately prior to the
closing
of this offering."  Please disclose here why you anticipate this,
including whether you have any agreements with the holders
concerning
the elections.

Summary of the Offering, page 7
10. Indicate the percentage of your outstanding common stock that
the
number of shares being offered would represent following the
offering.

Risk Factors, page 10

	General
11. Please revise each risk factor caption so that it reflects the
risk that you discuss in the text.  Currently, you have risk
factor
captions that merely state a fact about you, such as "The market
for
certain of our addressing, interoperability, and infrastructure
services is competitive" on page 13, or allude to a speculative
future event, such as "Our potential expansion into international
markets may be subject..." on page 15.  These are only examples.
Revise throughout to identify briefly in your captions the risks
that
result from the facts or uncertainties.
12. Also, avoid generic conclusions in your risk factors that a
risk
could have an adverse effect on you.  Instead, replace this
language
with specific disclosure of the possible impact upon your
operating
results, business, liquidity, cash flow, financial condition,
share
price, etc.  For example, in the risk factor beginning "Security
breaches could adversely affect our business" on page 10, please
describe whether you have experienced breaches in the past and how
such breaches impacted your business and results of operations, to
assist investors in assessing the likelihood and magnitude of the
risk. This is only one example.  Please revise throughout.
13. Tell us in your response letter what consideration you have
given
to including a risk factor concerning the unavailability of net
operating loss carryforwards and deferred tax benefits in 2005 and
future years.  We note your disclosure on page 34.

Our seven contracts with North American Portability Management...,
page 11
14. We note your sentence "Furthermore, any of these contracts
could
be terminated in advance of its scheduled expiration date in
limited
circumstances, most notably if we are in default."  Please explain
whether, by "default," you mean default only of the terms of the
particular agreement with North American Portability Management,
and
not other agreements, such as, for instance, any debt or customer
agreements.
15. We note your disclosure regarding the risk of possible
modifications to your agreements.  Please briefly disclose the
2003
amendments of these agreements, including the reduction in the
transaction fee and the grant of credits totaling $22 million.

Certain of our other contracts may be terminated..., page 12
16. Explain how the termination of each of the contracts presents
a
particular risk.  Include in your explanation how important each
contract is to your overall business, and in the case of the
"National Pooling Administrator," note what pooling means to the
extent it conveys what services you provide under the contract.

Failure to comply with neutrality requirements could result in
loss..., page 12
17. Revise to note here what you mean by "certain neutrality
requirements."  Also, provide recent examples of any fines and/or
corrective actions that have been imposed on you as a result of
any
noncompliance with these requirements.

	Shares eligible for future sale..., page 18
18. Tell us in your response letter whether you have lock-up
agreements with the employees and former employees that are not
affiliates and what the material terms of such agreements are.

Dilution, page 26
19. Please quantify the dilution to new investors if the
underwriters
fully exercise their over-allotment option.
20. Please quantify the further dilution to new investors that
will
occur upon exercise of your outstanding stock options and
warrants.

Management`s Discussion and Analysis, page 29
	General
21. Please specifically address what changes in your results of
operations, liquidity and capital resources, and trends you expect
as
a result of your reorganization from a private company to a public
company.  It is important for investors to understand your
historical
financial information when you were a private company and whether
and
the extent to which management expects the trends and results of
operations to continue or change as a public company.  In this
regard, we note your risk factor on page 16 regarding the increase
in
costs as a result of becoming a public company.
22. It appears from your disclosure on page 26 that the
recapitalization will impact your net tangible book value.
Discuss
in detail the recapitalization transactions, your accounting for
the
recapitalization, and how you expect it will impact your financial
position and future results of operations.

		Consolidated Results of Operations, page 35

		Revenue, page 36
23. We refer to your revenue recognition policy discussion on page
30
where you discuss multiple distinct revenue streams.  Expand your
results of operations disclosure to discuss not only the changes
in
the three general revenue categories, but also the changes in each
distinct type of service revenue that is included within the three
general revenue categories.  Identify and individually quantify
the
factors underlying each material change.

      Liquidity and Capital Resources, page 42
24. Please state here, and on pages 6 and 78, the amount of the
dividend to be paid to the preferred stockholders.

	Debt and Credit Facilities, page 43
25. Discuss in quantified detail your accumulated dividend payment
obligation associated with the preferred stock.  Also include this
payment obligation in the table on page 43.

Business, page 45

	General
26. To assist investors in understanding how your business
operates,
please illustrate, in a very basic fashion, how a typical customer
uses each of your general services.

Benefits of Our Clearinghouse, page 46
27. We note your statement "Our clearinghouse services depend on
complex technology that is designed to deliver reliability up to
99.999%."  Indicate on what basis you have determined such
reliability.  Also explain what you mean by "36 measured and
audited
service levels."
28. Please explain what you mean by "We provide operationally
essential, shared resources in a competitively neutral way" on
page
46.

Operations, page 52
29. Explain what you mean on page 53 by "Platinum Level" service
contracts.

Research and Development, page 54
30. We note your statement "Our first focus in research and
development is to innovate."  Tell us in your response letter what
consideration you have given to including research and development
disclosure in accordance with Item 101(c)(xi) of Regulation S-K.
Also tell us in your response letter what consideration you have
given to intellectual property disclosure in accordance with Item
101(c)(iv) of Regulation S-K.

Management, page 62
	Aggregated Option Exercises and Fiscal Year-End Option
Values,
page 67
31. State on what basis you have assumed a market value of $11.75
per
share.

Change in Control Arrangements, page 68
32. Please indicate when the options normally would vest if their
vesting were not accelerated under the agreements due to a change
in
control.

Description of Capital Stock, page 80
33. Include the disclosure required by Item 201(b) of Regulation
S-K.
Note that you should provide the information as of a recent date.

Potential Claims Related to Our Options, page 84
34. Please describe the particular information you did not supply
to
the employees for compliance with the requirements of Rule 701.
State plainly that the shares/options were issued in violation of
Section 5 of the Securities Act.
35. We note your statement "In addition, we did not make certain
required filings and comply with other requirements, including
similar information requirements, in certain states to qualify the
issuance of our options under the securities laws in those
states."
Please revise to state the particular filings and states.

Shares Eligible for Future Sale, page 85
36. Please indicate who "some of our other stockholders" are that
signed the lock-up agreements and how much of your stock that they
own.  Similarly revise the related disclosure on page 91 in your
underwriting section.

Underwriting, page 90
37. Tell us whether any of the selling stockholders are broker-
dealers or affiliates of broker-dealers.  We may have further
comments.
38. As soon as practicable, please furnish to us a statement as to
whether or not the amount of compensation to be allowed or paid to
the underwriters has been cleared with the NASD.  Prior to the
effectiveness of this registration statement, the staff requests
that
we be provided with a copy of the letter or a call from the NASD
informing that they have no additional concerns.
39. Please explain to us the mechanics of the directed share
program,
and provide us with copies of all materials that you will provide
to
potential purchasers of any shares in the directed share program,
and
any communications you will have with potential purchasers,
including
emails.  Your supplemental explanation should include, but not be
limited to, the following details:

* How the prospective recipients and number of reserved shares are
determined;
* How and when the issuer and underwriter notified or will notify
the
directed share investors, including the types of communications
used;
* The procedures investors must follow in order to purchase the
offered securities, including how and when any communications or
funds are to be received by the underwriter or the company;
* The process for confirmation and settlement of sales to directed
share purchasers;
* Whether directed share purchasers are required to establish
accounts before the effective time, and, if so, what if any funds
are
put in newly-established brokerage accounts before the effective
date;
* The relationship between the funds deposited into new accounts
and
the expected price for the shares allocated to the directed share
purchaser; and
* Whether and how the procedures for the directed share program
differ from the procedures for the general offering to the public.
Provide us with copies of all written communications with
prospective
purchasers about the directed share program.
40. Identify any members of the underwriting syndicate that will
engage in any electronic offer, sale or distribution of the shares
and describe in your response letter to us their procedures.