SecProbe.io

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Mail Stop 6010

								December 8, 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 2
		Filed November 25, 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

Pro Forma Condensed Combined Financial Data, page 27

1. We acknowledge your response to previous comment 11.  We look
forward to your revised disclosures in Amendment No. 3 to the
Registration Statement that will provide price-related
information.

Selected Consolidated Financial Data, page 29

2. Please disclose the amount of cash dividends declared per
common
share as required by Rule 301 of Regulation S-K.

Certain Relationships and Related Party Transactions, page 80

3. We note the revisions pursuant to comment 16.  Did Dr. Berger,
Mr.
Huber, and Mr. Berger receive any consideration when they
surrendered
shares to NightHawk Radiology Holdings, Inc.?  If so, please
disclose.
Also, please disclose the approximate dollar value placed on the
shares issued to Dr. Cooney.

NightHawk Radiology Holdings Inc. and Subsidiaries Financial
Statements

Notes to Consolidated Financial Statements, page F-9

Note 1. The Company, page F-9

Recapitalization, page F-9

4. We acknowledge your response to previous comment 18.  We are
still
evaluating your response to this comment and may require
additional
information as a result of that evaluation.

Note 3.  Acquisitions, page F-15

American Teleradiology Nighthawks, Inc, page F-16

5. Please expand your disclosures to clarify the basis used by
management to determine the value assigned to the common stock
issued
in the purchase.  Please refer to previous comment 25 in our
November
1, 2005 letter.

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

6. We continue to consider your response to previous comment 52 in
our
November 1, 2004 letter. As previously stated, 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.

American Teleradiology Nighthawks, Inc. Financial Statements, page
F-
40

7. Please update the interim historical financial statements to
September 30, 2005 as required by Rule 3-05 of Regulation S-X,
consistent with the interim financial information in the Unaudited
Pro
Forma Condensed Combined Financial Information.

NightHawk Radiology Holdings, Inc and American Teleradiology
Nighthawks, Inc.
Unaudited Pro Forma Condensed Combined Financial Information
Overview,
F-50

Notes to Unaudited Pro Forma Condensed Combined Financial
Information,
page F-53

Note 1:  Purchase Price, page F-53

8. Please state, if true, that in management`s opinion the
preliminary
allocation of purchase price 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 your
disclosure in Note 3 on page F-17.  Please refer to previous
comment
26 in our November 1, 2005 letter.

*	*	*

	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.
December 8, 2005
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