SecProbe.io

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Mail Stop 0407

      June 7, 2005

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

	RE:  	NeuStar, Inc.
      Amendment No. 3 to Form S-1
      Filed May 27, 2005
      File No. 333-123635

Dear Mr. Ganek:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should amend your filing 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.  Feel free to call us at the telephone numbers listed at
the end of this letter.

Graphic page
1. Please generally revise this page so that it simply conveys how
each image or text relates to your business.  As only one example,
it
is difficult to determine how the mergers and acquisitions images
and
text create transactions that relate to your business.

Summary Compensation Table, page 72
2. Please revise to reflect any amounts paid to any of the named
executive officers under your executive relocation policy and any
payments made to Mr. Babka for duplicate housing and living
expenses
during 2004.  Alternatively, please tell us in your response
letter
why you believe any payments made to your named executive officers
under these arrangements in 2004 is not required to be disclosed.

Annual Performance Incentive Plan, page 80
3. Please describe the type or types of performance measures that
the
compensation committee will use in determining whether bonuses are
to
be paid and provide quantified disclosure to the extent that these
goals have now been set.  We note that the 2005 target awards have
been set.  If the performance measures have not yet been
determined,
please disclose when the committee expects to determine the
performance measures for 2005 and disclose whether the performance
measures will be based on the full year.  Please update your
disclosure accordingly.

Underwriting, page 100

Directed Share Program Materials
4. Tell us in your response letter whether the Morgan Stanley
directed share program procedures that you sent us were cleared
previously by us, and, if so, to what extent have they changed
since
clearance.

Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page F-13
5. We note your response to prior comment fifteen; however, it is
still unclear to us why you consider these services to be
specified
in number.  We note your statement "The contract contains various
contract line item numbers ("CLINs") that detail each aspect of
service to be provided from the initial design of the system to
the
maintenance of the system."  Tell us in your response letter
whether
these CLINs detail the number of acts to be performed or only the
types of acts to be performed.  Further, we note your statement
"The
Company believes these services are not dependent upon an outside
triggering event and are therefore not unspecified in number."
Please clarify in your response letter why the fact that the
services
are not dependent upon an outside triggering event causes them to
be
specified in number.

Note 16. Stock Option Plans, page F-32
6. We note your response to prior comment eighteen and your added
disclosure on pages F-34 and F-47.  Please also disclose in your
management`s discussion and analysis the intrinsic value of
outstanding vested and unvested options based on the estimated
initial public offering price and the options outstanding as of
the
most recent balance sheet date presented in the registration
statement.  In addition, similar to the discussion you provided to
us
in your response letters, include within your management`s
discussion
and analysis a discussion of the significant factors, assumptions,
and methodologies used in determining fair value, and a list and
discussion of the significant factors contributing to the
difference
between the fair value so determined and the initial public
offering
price.

Draft Exhibit 5 - Draft Opinion of Gibson, Dunn & Crutcher LLP
7. We note the statement in the second paragraph that "[i]n
rendering
the opinion set forth below, we have relied as to factual matters
upon assurances of certain officers of the Company, which factual
matters have not been independently verified by us."  Please tell
us
supplementally in your response letter the factual matters that
counsel did not independently verify.
8. We note that counsel limits its opinion to the "General
Corporation Law of the State of Delaware" with respect to Delaware
law.  Confirm to us in writing that the reference to "General
Corporation Law of the State of Delaware" concurs with our
understanding that this reference and limitation includes the
statutory provisions and also all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting
these laws.  File this written confirmation as part of your
correspondence on EDGAR.  See Item VIII.A.14 of the November 14,
2000
edition of the Division of Corporation Finance`s "Current Issues
and
Rulemaking Projects" outline.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain 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.

	You may contact Adam Washecka, Staff Accountant, at (202)
551-
3375, or Robert Littlepage, Accountant Branch Chief, at (202) 551-
3361, if you have any questions regarding comments on the
financial
statements and related matters.  Please contact Cheryl Grant,
Staff
Attorney, at (202) 551-3359, or Albert Pappas, Senior Staff
Attorney,
at (202) 551-3378, with any other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

cc:	via facsimile (202-530-9598)
      Stephen I. Glover, Esq.
	Gibson, Dunn & Crutcher LLP

Mr. Ganek
NeuStar, Inc.
June 7, 2005
Page 4

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