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CORRESP
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GIBSON, DUNN & CRUTCHER LLP
  LAWYERS
 A REGISTERED LIMITED LIABILITY PARTNERSHIP

INCLUDING PROFESSIONAL CORPORATIONS

1050 Connecticut Avenue, N.W., Washington, D.C. 20036-5306

(202) 955-8500

www.gibsondunn.com

siglover@gibsondunn.com

May 10, 2005

Direct Dial

(202) 955-8593

Client Matter No.

C 66460-00010

Fax No.

(202) 530-9598

VIA
EDGAR AND HAND DELIVERY

Larry
Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 0407

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:NeuStar, Inc.

Registration Statement on Form S-1

File No. 333-123635

Dear
Mr. Spirgel:

        Reference
is made to the letter of the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff") dated April 28, 2005, setting forth comments to the
registration statement on Form S-1 (the "Registration Statement") filed by NeuStar, Inc. ("NeuStar" or the "company") on March 29, 2005. Set forth below are the
Staff's comments, indicated in bold, and the company's responses.

        On
behalf of the company, we are filing herewith Amendment No. 2 to the Registration Statement (the "Amended Registration Statement"). We are also providing to the Staff two
unmarked copies of the Amended Registration Statement and two copies of the Amended Registration Statement that are marked to show changes from the original Registration Statement, as amended by
Amendment No. 1 to the Registration Statement (an exhibits-only amendment). Unless otherwise indicated, all references to page numbers are to the marked Amended Registration
Statement provided herewith.

        This
response letter has been filed via EDGAR, tagged as "CORRESP." Due to the nature of the attachments to this letter, such attachments have not been provided via EDGAR. Instead, the
company will deliver an original of this letter, along with all attachments, via hand delivery.

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.

The
company will file one or more future amendments to the Amended Registration Statement that include all non-Rule 430A information, including the price range and related
information based on a bona fide estimate of the public offering price within that range, as soon as practicable. The company will not circulate a
preliminary prospectus before filing these amendments.

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.

Attached
under Tab A of the supplemental materials submitted to the Staff with this letter are marked copies of the International Data Corporation reports that support the company's statements on
pages 2 and 52. A cover page restating the language from the prospectus and cross-referencing the relevant data is attached to each report. The company has advised us that these reports are publicly
available
and were not prepared specifically for inclusion in the Registration Statement; however, a consent from International Data Corporation is also attached under Tab A for your reference.

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."

The
company will provide the Staff with copies of the proposed artwork on a supplemental basis as soon as it is available.

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.

The
prospectus cover has been revised to delete the third paragraph.

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.

The
prospectus summary has been revised to explain technical and business jargon and to reduce the amount of jargon throughout the rest of the prospectus.

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.

The
prospectus has been modified to minimize the use of acronyms. However, the company believes that, due to the frequency of its use, the use of the acronym "CSP", as opposed to the term
"communications service provider", enhances the flow of the disclosure in the prospectus

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and,
consequently, a reader's ability to comprehend that disclosure. Please note that, due technical processing mechanics of the financial printer's systems, the term "CSP" appears as changed text in
the marked copies of the Amended Registration Statement, even in locations where the term "CSP" appeared in the original Registration Statement.

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."

Page
1 has been modified to make the requested deletions.

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.

The
summary has been revised to decrease its length and to delete the summary risks section. The company believes that the terms cited by the Staff ("essential", "authoritative" and "manage virtually
all telephone area codes and numbers") are, in fact, fair characterizations of its business in this case, and that appropriate context has been established to understand the company's disclosure. For
example, the company believes that its use of the term "essential" is explained by the surrounding disclosure in the prospectus, including the statement that all telecommunications service providers  must access the company's clearinghouse to properly route their customers' calls. As detailed in the prospectus, the company is in the unique position
of being the only provider of certain types of services. The communications industry as a whole does, in fact, rely on the company's services to provide a range of communications services to its end
users. In several instances, as described in the prospectus, the directories maintained by the company are the definitive resource for the telecommunications industry, which requires that there be one
authoritative source for the information that the company manages. The company believes that the prospectus clearly describes, in factual terms, the nature of its services.

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.

Page 4
has been modified to provide a placeholder for the exact percentage of conversion elections that the company will have received prior to circulating the preliminary prospectus. The
company does not have any agreements with its stockholders concerning these elections, but will amend the disclosure to set forth the percentage of elections received prior to circulating a
preliminary prospectus.

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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.

Page
5 has been revised to include the requested disclosure.

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.

The
risk factor captions have been revised to include the requested disclosure.

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.

The
risk factors have been revised to include the requested disclosure.

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.

The
company has considered whether to include a risk factor concerning the unavailability of net operating loss carryforwards and deferred tax benefits in 2005 and future years. The company believes
that, to the extent that the absence of net operating loss carryforwards and deferred tax benefits to offset taxable income is a risk, it is a risk that "could apply to any issuer." See Item 503(c) of
Regulation S-K. Moreover, as the Staff has indicated, the company has already disclosed that it has exhausted such carryforwards and deferrals, which informs potential investors
that the company's subsequent profits will be subject to U.S. federal income taxes at the statutory rates.

 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.

Page
10 has been revised to clarify that the reference to "default" applies only to the terms of the applicable agreement with North American Portability Management, LLC. The company's contracts with
North American Portability Management, LLC do not contain cross-default provisions tied to one another or the company's other contracts.

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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.

The
company believes that a description of the fee reduction and customer credits in isolation would mischaracterize the 2003 amendments as a negative event for the company when, in fact, the 2003
amendments extended the term of these contracts from 2006 to 2011, which was beneficial to the company. To make disclosure of the fee reduction and customer credits not misleading, the company would
need to include language describing the complete set of amendments—which the company believes would be inappropriate for this risk factor.

 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.

Page
11 has been revised to include the requested disclosure.

 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.

Page
12 has been revised to include the requested disclosure. The company has advised us that no fines or corrective actions have been imposed on the company as a result of any noncompliance with its
neutrality 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.

The
company has advised us that it has no lock-up agreements at this time. Certain of the company's employees and former employees have agreed to enter into a lock-up agreement
in connection with the company's initial public offering. The company and the underwriters are still determining which stockholders will be required to enter into lock-up agreements in
connection with this offering. The company will include this information in an amendment to the Amended Registration Statement after it becomes