SecProbe.io

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Mail Stop 6010

								November 1, 2005

Paul E. Berger, M.D.
President and Chief Executive Officer
NightHawk Radiology Holdings, Inc.
250 Northwest Boulevard, Suite 202
Coeur d`Alene, Idaho 83814

	Re:	NightHawk Radiology Holdings, Inc.
		Registration Statement on Form S-1
		Filed October 5, 2005
		File No. 333-128820

Dear Dr. Berger:

	We have reviewed your filing 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 information so we
may
better understand your disclosure.  After reviewing this
information,
we may 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

FORM S-1

General

1. Please provide us proofs of all graphic, visual, or
photographic
information you will provide in the printed prospectus prior to
its
use, for example in a preliminary prospectus.  Please note we may
have
comments regarding these materials.

2. Please note that when you file a pre-effective amendment
containing
pricing-related information, we may have additional comments.  As
you
are likely aware, you must file this amendment prior to
circulating
the prospectus.

3. Please note that when you file a pre-effective amendment that
includes your price range, it must be bona fide.  We interpret
this to
mean your range may not exceed $2 if you price below $20 and 10%
if
you price above $20.

Prospectus Summary, page 1

4. Your summary does not present a balanced view of your business.
Currently, your summary is a detailed discussion of only the
positive
aspects of your company`s business and strategy.  Please revise
the
summary to discuss the difficulties you face and the obstacles you
must overcome to accomplish each of the strategy objectives you
list.
The balancing disclosure you provide should be no less prominent
than
your positive disclosure and should appear under an appropriate
heading.

5. Please cite a third-party source for your statement that you
"are
the leading provider of nighttime and weekend, or off-hours,
emergency
radiology services to radiology groups and hospitals across the
United
States."  Also, explain the criteria used in determining you are
the
leading provider.  For example, is it in terms of revenues,
customer
satisfaction, number of employees, etc.

6. Please define "computed tomography procedures," which appears
in
the third paragraph of the "Our Business" discussion.

Summary Consolidated Financial and Operating Data, page 5

7. We note your presentation of Non-GAAP adjusted consolidated
statement of operations financial data.  Please revise your filing
to
remove all references to this measure or provide all of the
disclosures required by Item 10(e)(1) of Regulation S-K.  Please
refer
to Question 8 of Frequently Asked Questions Regarding the Use of
Non-
GAAP Financial Measures on our website at
www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.

Risk Factors

The market in which we participate is competitive and we expect .
. .
, page 8

8. Please identify your principal competitors.

If our arrangements with our affiliated radiologists . . . , page
8

9. Please disclose whether any regulatory body has notified you of
their belief that your arrangements violate state law.

We have been subject to medical liability claims . . . , page 9

10. Please disclose the aggregate amount of damages alleged for
the
five medical liability claims you currently have.

We have significant international operations . . . , page 11

11. Please discuss each of the bullet point items in separate risk
factors.

We are exposed to foreign currency exchange risks . . . , page 11

12. Please state the high and low exchange rates over the past two
years between the U.S. dollar and both the Swiss franc and the
Australian dollar.

Interruptions or delays in our information systems . . . , page 12

13. Please discuss any material difficulties you have had in the
past
with information systems.

We will incur increased costs as a result of being a public
company .
. . , page 13

14. As currently worded, this risk factor could apply to any
issuer.
If you keep this risk factor in your document, please revise it so
it
is more specific to your situation.

Any failure to protect our intellectual property rights . . . ,
page
13

15. To the extent you are aware that you have any intellectual
property that is being infringed upon or that you have been
notified
of a third party`s belief that you are infringing on their
intellectual property, please disclose the situation and potential
consequences in either this risk factor or the risk factor that
follows it, as applicable.

We are dependent on our management team . . . , page 14

16. We note that "[t]he loss of Dr. Berger or other key personnel
could have a material adverse effect on [your] business."  Please
identify the "other key personnel," and state whether you have
written
employment contracts with these individuals.

If we acquire any companies or technologies in the future . . . ,
page
14

17. Please discuss any material difficulties you have experienced
in
the past with integrating companies you have acquired.

We have recently had to improve our internal accounting systems .
. .
, page 15

18. This risk factor appears very similar to the one that follows
it.
Please combine the two risk factors and eliminate any repetitive
or
unnecessary text, or revise the two risk factors so it is clear
they
are discussing distinct risks.

19. Please identify and discuss in more detail the material
weaknesses
in your internal controls.  Also, disclose that a material
weakness in
internal controls both prevents management from concluding the
internal controls are effective and impairs the company`s ability
to
prevent material misstatements in the financial statements.

You will experience immediate and substantial dilution . . . ,
page 18

20. Please revise this risk factor to explain that investors who
purchase shares will contribute ___% of the total amount to fund
the
company but will own only ___% of the outstanding share capital
and
___% of the voting rights.

Use of Proceeds, page 21

21. We note the statement, "Except as described elsewhere in this
prospectus, we have no current agreements or commitments with
respect
to any material acquisitions."  Please identify the acquisitions
"described elsewhere in this prospectus," and provide the
information
required by Instruction 6 to Item 504 of Regulation S-K.  If you
do
not currently have any specific acquisition plans, revise the
disclosure so that fact is clear.

Capitalization, page 22

22. Please exclude, from the "pro forma" column, the effect of the
conversion of the preferred stock and the termination of the
redemption rights upon the completion of the offering.  Please
include
these items only in the "pro forma as adjusted" column to show the
distinction between events that have occurred, such as the special
distribution to the holders of your common and redeemable
preferred
stock in September 2005, from those that are contingent on the
offering.  Please revise your disclosures in other sections of the
filing, accordingly.

Dilution, page 24

23. Base your dilution disclosures on the historical net tangible
book
value as of the most recent balance sheet date.  Please revise
your
disclosures to present line items for historical tangible book
value
per share and the amounts attributable to pro forma adjustments to
arrive at pro forma tangible book value per share.

Unaudited Pro Forma Condensed Combined Financial Data, page 26

24. Please revise the second introductory paragraph to clarify
that
the unaudited pro forma condensed combined balance sheet data is
to
give effect to the ATN acquisition as if it was consummated as of
the
June 30, 2005, the latest balance sheet included in the filing.
This
comment also applies to the ATN pro forma financial information
disclosures starting on page F-55.

Unaudited Pro Forma Condensed Combined Balance Sheet Data, page 27

25. Please provide in a note to the pro forma financial
information a
schedule disclosing the calculation of the purchase price of ATN,
including the value assigned to the shares issued and the basis
for
determining that value.  This comment also applies to the ATN pro
forma financial information disclosures starting on page F-55.

26. We note that pro forma adjustments (1), (2), and (9) are based
on
preliminary estimates.  Please state, if true, that in
management`s
opinion the preliminary purchase price and allocation of cost is
not
expected to materially differ from the final amounts; otherwise,
present additional pro forma information to give effect to the
range
of possible results.  Refer to Rule 11-02(b)(8) of Regulation S-X.
This comment also applies to the ATN pro forma financial
information
disclosures starting on page F-55.

27. It appears that the reversal of a portion of the basis
differences
for the period January 1, 2004 through June 30, 2005 in pro forma
adjustment (2) is not appropriate since the purpose of a pro forma
balance sheet is to present the effect of the acquisition as if it
was
consummated on the latest balance sheet date.  Please remove this
reversal or tell us why this adjustment is appropriate.  This
comment
also applies to the ATN pro forma financial information
disclosures
starting on page F-55.

28. It appears that pro forma adjustment (3) should reduce
additional
paid-in capital to zero before adjusting retained (deficit).
Please
revise this pro forma adjustment or explain to us your basis for
this
pro forma adjustment.

29. It appears that pro forma adjustments (4) and (5) are related
to
the completion of the offering.  As such, these pro forma
adjustments
would be more appropriately classified as adjustments related to
the
offering.

Unaudited Pro Forma Condensed Combined Statements of Operations,
page
28

30. Please revise the pro forma statements of operations for the
year
ended December 31, 2004 to provide a separate historical statement
of
operation column for each acquired company.

31. Please expand your pro forma footnotes to disclose the basis
for
each adjustment and how the adjustment was computed.   For
example,
please expand pro forma adjustment (6) to disclose the
amortization
periods of significant intangible assets acquired to clarify how
the
pro forma amortization amounts were computed.  Please revise the
remaining pro forma adjustments, as appropriate.  This comment
also
applies to the ATN pro forma financial information disclosures
starting on page F-55.

32. In addition to historical earnings per share data, please
disclose
pro forma per share data to give effect to the increase in the
number
of shares which, when multiplied by the offering price, would be
sufficient to replace the capital in excess of earnings being
withdrawn by the special distributions.  Please refer to SAB Topic
1.B.3.  Please include footnote disclosure to clarify how the
adjustments to weighted averages of common shares outstanding are
computed.

Selected Consolidated Financial Data, page 30

33. Please disclose that Nighthawk Radiology Services, LLC was
founded
in August 2001 to clarify that 2001 is not a full fiscal year.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Recent Acquisition, page 32

34. Please explain how you valuated ATN and your company`s stock
to
determine the consideration was an appropriate amount to pay for
ATN.

35. Please state how many additional shares of your stock you may
issue in connection with the second and third bullet points on
page
33.

Critical Accounting Policies, page 33

Estimates, page 35

36. Please expand your disclosures to address material
implications of
uncertainties associated with the methods, assumptions and
estimates
underlying your critical accounting measurements.  Consistent with
Section V of Financial Reporting Release No. 72, please include
the
following disclosures:

* Include an analysis of the uncertainties involved in applying a
principle at a given time or the variability that is reasonably
likely
to result for its application over time.
* Specifically address why your accounting estimates or
assumptions
bear the risk of change.
* Analyze, to the extent material, such factors as how accurate
the
estimate or assumption has been in the past, how it has changed in
the
past, and whether it is reasonably likely to change in the future.
* Analyze the estimate or assumption specific sensitivity to
change,
based on other outcomes that are reasonably likely to occur and
would
have a material effect.

Results of Operations, page 41

Comparison of Six Months Ended June 30, 2004 and June 30, 2005,
page
41

Service Revenue, page 41

37. We note the increase in service revenue was a result of
several
factors.  Please quantify the amount of change due to each factor.
Please refer to Rule 303 (a)(3)(iii) of Regulation S-K and FRC
Section
501.04.   Please revise your discussion of changes in other
statement
of operations line items and your results of operations discussion
for
the three years ended December 31, 2004, as appropriate.

Quantitative and Qualitative Disclosures About Market Risk, page
54

38. It appears that your long-term debt is subject to interest
rate
risk.  Please provide the disclosures required by Rule 305 of
Regulation S-K or disclose why your debt is not subject to
material
interest rate risk.

Business

Overview, page 55

39. The last paragraph of this section discusses primary and
preliminary reads and states third-party payors or patients pay
only
for primary reads provided by your customers.

* How many reads are done for one typical patient, and over what
period of time?
* Why is more than one read necessary?
* How do primary and preliminary reads differ, other than the fact
that the primary read is last?

Pursue strategic acquisitions, page 61

40. We note from footnote 1 in ATN`s financial statements, which
is on
page F-50 of your document, that ATN operates 365 days per year,
24
hours per day.  We further note you have not integrated ATN into
your
operations.  Please state whether you intend to integrate it.
Also,
please discuss how ATN`s operating hours fit into your general
strategy of hiring radiologists in other parts of the world so
they
can work local daytime hours.  State whether you plan to change
ATN`s
operating hours when you integrate it.

Affiliated radiologists, page 61

41. Please expand the discussion to clarify whether you hire
radiologists in the United States and relocate them to your
foreign
facilities, or do you seek out U.S. licensed radiologists who are
already located near your foreign facilities?

Competition, page 64

42. Please identify any competitors that are dominant in your
industry.

Medicare and Medicaid reimbursement programs, page 65

43. Based on the discussion under "The current approach to off-
hours
radiology," it appears that you offer a one read solution, instead
of
requiring a primary interpretation the following day by the same
or
different radiologist to confirm an overnight analysis.  If the
reads
by your affiliated radiologists are the primary reads, and such
services are not reimbursable if performed from a location outside
the
United States, for what services are you paid by your customer
radiology groups and hospitals?  Do