SecProbe.io

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Mail Stop 6010

								November 21, 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, Amendment 1
		Filed November 8, 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 updated financial information as required by
Items
3-05 and 3-12 of Regulation S-X.

Prospectus Summary

Our Business, page 1

2. We note your response to comment 5.  Please disclose in your
prospectus the basis for your belief that you are the leading
provider
of off-hours emergency radiology services to radiology groups and
hospitals across the U.S.

Our Challenges, page 3

3. We note the revisions pursuant to comment 4, and we reissue the
comment in part.  Please briefly discuss the difficulties you must
overcome to accomplish each of the five strategy objectives you
list
on pages 2-3.

Summary Consolidated Financial and Operating Data, page 5

4. Please refer to your revisions in response to previous comment
number 7.  Your presentation of Non-GAAP adjusted data does not
appear
to comply with Item 10(e) of Regulation S-K.  We note that you
present
non-GAAP data in a format using the same titles or descriptions
that
are the same used for GAAP financial measures.  Please refer to
Item
10(e)(1)(ii)(D) of Regulation S-K.  Please revise your filing to
remove this Non-GAAP data or revise your descriptions of the Non-
GAAP
measures to comply with Item 10(e)(1)(ii) of Regulation S-K.  If
you
continue to believe that these Non-GAAP adjusted amounts are
meaningful to investors please reconcile your Non-GAAP adjusted
measure to the most directly comparable financial measure
calculated
in accordance with GAAP.  Pro forma net income does not appear to
be
the most directly comparable financial measure calculated in
accordance with GAAP

We have been subject to medical liability claims . . . , page 10

5. We note your response to comment 10.  Have any of the claimants
alleged a dollar amount of damages, for example in their
complaint?
If so, please disclose the amount(s) alleged.  If they have not
alleged an amount, please so state.

We have significant international operations . . . , page 12

6. We note your response to comment 11.  Since all of the bullet
points in this risk factor are already covered by other risk
factors,
please eliminate this risk factor to avoid the repetitive text.

We will incur increased costs as a result of being a public
company .
. . , page 14

7. We note the revisions pursuant to comment 14.  These revisions
do
not sufficiently distinguish your company from other public
companies.
If you keep this risk factor in your filing, please clarify how
your
company differs from other public companies and how it differs
from
other companies making their initial public offering.

We are dependent on our management team . . . , page 15

8. We note the revisions pursuant to comment 16 and reissue the
comment in part.  Please disclose in the risk factor that you do
not
have employment agreements with Christopher R. Huber or Jon D.
Berger.

Unaudited Pro Forma Condensed Combined Financial Data, page 27

9. We note you are deferring your responses to previous comments
25 -
29.  Please note that certain comments are applicable to other
sections of the filing.  For example, our previous comment number
25
to provide 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 also applies to the ATN pro forma
financial information disclosures starting on page F-55.  Please
revise your disclosures in response to previous comments 25 - 29,
as
appropriate.

Unaudited Pro Forma Condensed Combined Statements of Operations,
page
29

10. We note that you are deferring your response for revisions
contemplated in our previous comment 31.  Your revised disclosure
in
pro forma adjustment (6) appears to be in response to previous
comment
31 however your revised disclosures do not show how each
adjustment
was computed.   Please revise your disclosures contemplated in our
previous comment 31, as appropriate.

11. We acknowledge your response to previous comment number 32.
We
look forward to your revised disclosures in the amendment to the
Registration Statement that include price-related information.

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

Recent Acquisition, page 33

12. We note your response and revisions pursuant to comment 35.
Please disclose in your filing the formulas that will be used to
determine the number of additional shares to be issued to ATN
stockholders.

Results of Operations, page 43

Comparison of Six Months Ended June 30, 2004 and June 30, 2005,
page
43

Service Revenue, page 43

13. We have read your response to previous comment 37 however your
reasons for the increases in service revenues are due to the same
factors each period discussed.  We note you quantify the increase
in
radiology group and hospital customers for each period discussed
which
appears to be the primary reason for the increase in revenue.  If
you
cannot quantify the increases in revenues due to each factor
please
disclose this fact and discuss why.

Business, page 57

14. Please disclose in your Business section the information
required
by Item 101(d) of Regulation S-K.

Overview, page 57

15. We note your response to comment 39 and reissue the comment.
Please disclose in your filing the information about preliminary
and
primary reads that you included in your response letter.

Certain Relationships and Related Party Transactions, page 80

16. We note you issued 1,259,375 shares of common stock to Michael
Cooney, M.D. in November 2004.  Please disclose additional
information
concerning the warrant including the time and circumstances of its
issuance, the number of shares and exercise price for the shares
covered by the warrant, and the dollar value of the services
rendered.
In addition, please explain how the number of shares issued in
satisfaction of the warrant and services rendered was determined.

17. Please disclose the approximate dollar value of the 155
radiology
scans you provide under the contract with Regents, University of
California, and disclose the approximate dollar value of the
continued
medial education courses your contract radiologists are permitted
to
attend.  Disclose whether there is a limit on the number of
attendees
or courses permitted.

NightHawk Radiology Holdings Inc. and Subsidiaries Financial
Statements

Audited Consolidated Financial Statements, page F-2

Notes to Consolidated Financial Statements, page F-8

Note 1. The Company, page F-8

Recapitalization, page F-8

18. We are considering your response to previous comment number
50.
We note the Company previously operated as NightHawk LLC and that
Management held approximately 34% of the LLC before Holdings was
formed to acquire all of the outstanding units of the LLC.  In
March
2004 Holdings purchased with cash approximately 64% of the
outstanding
units of the LLC from a selling member and Management`s
outstanding
units of the LLC was exchanged for common stock in Holdings.
Please
explain to us why Holdings` purchase of approximately 64% of the
outstanding units of the LLC from a selling member did not result
in
obtaining control over the LLC and result in a business
combination
with Holdings as the acquiring entity.  Please refer to footnote 5
to
paragraph 9 of SFAS 141 and paragraph 16 of SFAS 141.
Additionally,
as previously requested, please tell how the recapitalization
entries
to Stockholders` Equity (Deficit) were computed.

Note 9.  Employee Benefits and Stock Plans, page F-17

19. We are considering your response to previous comment number
52.
Please note we are deferring a final evaluation of stock
compensation
and other costs recognized until the estimated offering price is
specified and we may have further comment in this regard when the
amendment containing that information is filed.

Note 10.  Earnings Per Share, page F-19

20. Please refer to your response to previous comment number 53.
Please provide us with the computation for the weighted average
common
shares outstanding for each period presented.  Tell us how your
accounting for redeemable common stock complies with SFAS 128.

NightHawk Radiology Holdings, Inc. and DayHawk Radiology Services,
LLC
Unaudited Pro Forma Condensed Combined Statement of Income
Overview,
page F-42

Notes to Unaudited Pro Forma Condensed Combined Statement of
Income,
page F-44

Note 2:  Pro Forma Adjustments, page 44

21. Please refer to your revised disclosures in response to
previous
comment number 59.  It appears that your pro forma tax adjustment
should be based on the tax

status of NightHawk as of December 31, 2004.  Please revise your
pro
forma tax adjustment to give effect to the transaction as of it
occurred on January 1, 2004 and include a separate pro forma tax
adjustment to give effect to NightHawk`s change in tax status as
if it
was a taxable entity for the entire year.  This comment also
applies
to other pro forma tax adjustments in the filing.

*	*	*

	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 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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Todd Sherman at (202) 551-3665 or Donald
Abbott
at (202) 551-3608 if you have questions regarding comments on the
financial statements and related matters.  Please contact Greg
Belliston at (202) 551-3861 or me at (202) 551-3715 with any other
questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	Patrick J. Schultheis, Esq.
	Mark J. Handfelt, Esq.
	Mark A. Callon, Esq.
	Wilson Sonsini Goodrich & Rosati Professional Corporation
	701 Fifth Avenue, Suite 5100
	Seattle, Washington 98104
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Paul E. Berger, M.D.
NightHawk Radiology Holdings, Inc.
November 21, 2005
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