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SEC Response Letter

 November 8, 2005

VIA EDGAR AND OVERNIGHT DELIVERY

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Mr. Jeffrey Riedler

Mr. Greg Belliston

Mr. Todd Sherman

Mr. Donald Abbott

Re:
NightHawk Radiology Holdings, Inc.

 Registration
Statement on Form S-1

 Filed October 5, 2005

 File No. 333-128820

 Gentlemen:

 On behalf of
NightHawk Radiology Holdings, Inc. (the “Company”), we respectfully submit this letter in response to comments from the Staff of the Securities and Exchange Commission received by letter dated November 1, 2005, relating to the
Company’s Registration Statement on Form S-1 (File No. 333-128820) filed with the Commission on October 5, 2005.

 The Company is concurrently filing via EDGAR Amendment No. 1 to the Registration Statement. For the convenience of the Staff, we are enclosing
herewith marked copies, complete with exhibits, of Amendment No. 1.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto.

 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.

 In response to the Staff’s comments, the Company has included in the EDGAR version of Amendment No. 1 a proof of the graphical information that will be included as the inside front cover of the preliminary
prospectus.

 Securities and Exchange Commission

 November 8, 2005

  Page
 2

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.

 The Company acknowledges that the Staff may have additional comments when the Company files a pre-effective amendment containing pricing-related information. The Company will, of course, file that amendment prior to circulating the
preliminary 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.

 The Company acknowledges the Staff’s comment, and when the Company files a pre-effective amendment that includes the price range, the price range will be bona fide.

 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.

 The Company has revised the disclosure in accordance with the Staff’s comment.

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.

 In response to the Staff’s
comment, the Company supplementally advises the staff that its statement that it is the leading provider of nighttime and weekend emergency teleradiology radiology services is based, in part, on the fact that it has spent the last four years
building its global operations to provide its customers nighttime and weekend emergency teleradiology radiology services by using a model that permits interpretation of a radiological image by an appropriately licensed and credentialed radiologist
during the radiologist’s normal waking hours. Prior to the significant development efforts of the Company, there was not a recognized field of off-hours emergency teleradiology services provided by third parties. Rather, these services were
performed “in-house” by radiology groups or hospitals. The Company believes that its efforts have led to the establishment and development of this field in the past few years.

 In response to the Staff’s comment, however, and acknowledging that there is no third-party research to which the
Company can cite, the Company has revised its disclosure on page 1 and throughout Amendment No. 1 to state that “We believe that we are the leading provider of nighttime and weekend, or off-hours, emergency radiology services to radiology
groups and hospitals across the United States.”

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

 The Company has revised the disclosure in accordance with the Staff’s
comment.

 Securities and Exchange Commission

 November 8, 2005

  Page
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 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) 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.

 The Company has revised the disclosure in accordance with the Staff’s comment.

 Risk Factors

 The market in which we participate is competitive and we expect competition to increase in the future, which will make it more difficult for us to sell our services and may result in pricing pressure, reduced
revenues and reduced market share, page 8

8.
Please identify your principal competitors.

 The Company notes that Item 101(c)(x) of Regulation S-K generally requires identification of competitors only if the registrant knows or has reason
to know that one or a small number of competitors is dominant in the industry. Consistent with the Company’s response to Staff Comment 5, the Company believes that it is the leader in the field of off-hours emergency teleradiology services and
that no other participant or group of participants in the field can fairly be characterized as dominant. Accordingly, the Company respectfully submits to the Staff that the risk factor as currently drafted provides the most meaningful disclosure to
potential investors. To identify one or two companies could be misleading to potential investors, as it is difficult to say with any certainty which of a variety of possible companies is or will be the Company’s main competitor or competitors.

 If our arrangements with our physicians or our customers are found to
violate state laws prohibiting the corporate practice of medicine or fee-splitting, our business, financial condition and our ability to operate in those states could be adversely impacted, page 8

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

 The Company has revised this risk factor in accordance with the Staff’s
comment.

 We have been subject to medical liability claims and may become
subject to additional claims, which could cause us to incur significant expenses and may require us to pay significant damages if not covered by insurance, page 9

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

 In response to the Staff’s comment, the Company supplementally advises
the Staff that the amount of damages, if any, associated with the five medical liability claims currently asserted against the Company is not currently determinable due to the fact that discussions with the claimants are in very early stages and
have not yet progressed to the stage at which damages for liability is appropriately discussed. Accordingly, the Company respectfully submits to the Staff that the risk factor as currently drafted provides the most meaningful disclosure to potential
investors.

 Securities and Exchange Commission

 November 8, 2005

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 We have significant international operations, which expose us to economic, regulatory and other risks, page 11

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

 The Company has revised this risk factor to provide more meaningful disclosure for those items that are not covered in other
risk factors.

 The Company respectfully submits to the
Staff that the risks associated with the first bullet point, “difficulties in managing our remote facilities,” are meaningfully disclosed in the risk factors entitled “Our growth and our transition to a publicly-traded
company could strain our personnel, management and infrastructure resources, which may harm our business”, “We are exposed to foreign currency exchange risks, which could harm our business and operating
results” and “Interruptions or delays in our information systems or in our network or related services provided by third-party suppliers could impair the delivery of our services and harm our
business.”

 The Company respectfully
submits to the Staff that the risks associated with the second bullet point, “potentially adverse tax consequences” have been expanded and are also meaningfully disclosed in the risk factor entitled “If our affiliated
radiologists are characterized as employees, we would be subject to employment and withholding liabilities and may be subject to the prohibitions against the corporate practice of medicine.”

 The Company respectfully submits to the Staff that the risks
associated with the third bullet point, “management, staffing, legal and other costs of operating an enterprise spread over various countries,” are meaningfully disclosed in the risk factors entitled “Our growth strategy depends
on our ability to recruit and retain qualified radiologists and other skilled personnel. If we are unable to do so, our future growth would be limited and our business and operating results would be harmed” and
“Our growth and our transition to a publicly-traded company could strain our personnel, management and infrastructure resources, which may harm our business.”

 The Company respectfully submits to the Staff that the risks associated with
the fourth bullet point, “fluctuations in the exchange rate of the U.S. dollar and foreign currencies” are meaningfully disclosed in the risk factor entitled “We are exposed to foreign currency exchange risks, which could harm
our business and operating results,” which the Company has expanded in response to Staff Comment 12.

 The Company respectfully submits to the Staff that the risks associated with the fifth bullet point, “the burdens of complying with a
variety of foreign laws and other government controls, such as employment restrictions” are meaningfully disclosed in the risk factors entitled “We may be unable to enforce our non-compete agreements with our affiliated
radiologists” and “Our growth strategy depends on our ability to recruit and retain qualified radiologists and other skilled personnel. If we are unable to do so, our future growth would be limited and our business and
operating results would be harmed.”

 The Company,
however, respectfully submits to the Staff that creating a separate risk factor for each of the bullet point items would be confusing and repetitive because each bullet point item, to the extent not revised, is meaningfully addressed in an existing
risk factor.

 Securities and Exchange Commission

 November 8, 2005

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 We are exposed to foreign currency exchange risks, which could harm our business and operating results, 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.

 The Company has revised the risk factor
in accordance with the Staff’s comment.

 Interruptions or delays in
our information systems or in network or related services provided by third-party suppliers could impair the delivery of our services and harm our business, page 12

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

 In response to the Staff’s comment, the Company supplementally advises
the Staff that it has not in the past had any material difficulties or interruptions in service associated with the performance or nonperformance of its information technology infrastructure. Accordingly, the Company respectfully submits to the
Staff that the risk factor as currently drafted provides the most meaningful disclosure to potential investors.

 We will incur increased costs as a result of being a public company, which may adversely affect our operating results, 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.

 The Company has revised the risk factor
in accordance with the Staff’s comment.

 Any failure to protect our
intellectual property rights in our proprietary workflow technology could impair its value and our competitive advantage, 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.

 In response to the Staff’s comment, the Company supplementally advises
the Staff that it recently learned of a potential infringement of the Company’s registered “DayHawk” trademark. In response, the Company sent a cease and desist letter to the infringing party and the infringement was discontinued. The
Company does not consider such infringement as having had a material adverse effect on its competitive advantage. Other than that instance, the Company is not aware that any of its intellectual property is being infringed. Accordingly, the Company
respectfully submits to the Staff that the risk factor as currently drafted provides the most meaningful disclosure to potential investors.

 Securities and Exchange Commission

 November 8, 2005

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 We are dependent on our management team, and the loss of any key member of this team may prevent us from
implementing our business plan in a timely manner, 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.

 In response to the Staff’s comment, the Company has revised the risk factor to include Christopher R. Huber and Jon D. Berger as executives whose
loss could have a material adverse effect on the business, financial condition, results of operations and the trading price of the Company’s common stock. The Company supplementally advises the Staff that neither of such named executive
officers has an employment agreement with the Company. As required by Item 601 of Regulation S-K, employment offer letters between each of the named executives and the Company have been filed as Exhibits 10.7 and 10.8 to the Registration
Statement, respectively.

 If we acquire any companies or technologies in
the future, they could prove difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our operating results, page 14

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

 In response to the S