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SEC Response Letter

 November 25, 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.

Amendment No. 1 to Registration Statement on Form S-1

Filed November 8, 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 21, 2005 relating to the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-128820) filed with the Commission on November 8, 2005.

 The Company is concurrently filing via EDGAR Amendment No. 2 to the
Registration Statement. For the convenience of the Staff, we are enclosing marked copies, complete with exhibits, of Amendment No. 2.

 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.

 General

1.
Please provide updated financial information as required by Items 3-05 and 3-12 of Regulation S-X

 The Company has provided the updated financial information in Amendment
No. 2.

 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.

 In response to the Staff’s comment, the Company has revised the disclosure on page 1 of Amendment No. 2.

 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.

 In response to the Staff’s comment, the Company has revised the disclosure on page 3 of Amendment No. 2.

 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.

 In response to the Staff’s
comment, the Company has revised the presentation in the manner discussed by Mr. Abbott and the undersigned in a telephone conversation on November 23, 2005.

 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 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.

 In response to the Staff’s comment, the Company has revised the risk factor on page 10 of Amendment No. 2.

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

 In response
to the Staff’s comment, the Company has removed the risk factor.

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

 In response to the Staff’s comment, the Company has removed the risk factor.

 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 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.

 The Company has revised the risk factor in response to the Staff’s comment.

 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.

 In response to the Staff’s comment, the Company has prepared purchase accounting allocations relating to the ATN
acquisition which occurred on September 30, 2005. Accordingly, the Company’s consolidated balance sheet as of September 30, 2005, which is included in Amendment No. 2, reflects the acquisition of ATN. In addition, the Company has
provided the disclosure previously requested by the Staff, including the purchase price of ATN, the value assigned to the issued shares and the basis for determining such value.

 The Company has also updated the ATN pro forma financial information, and has revised the disclosure in the Registration
Statement in response to the Staff’s 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.

 In response to the Staff’s comment, the Company has revised the
disclosures in the pro forma adjustments by disclosing the useful life of each intangible asset, and has expanded the disclosure to include a list of intangible assets and their acquired values. In addition, the Company has expanded the disclosure
in footnote (2) on page 28 of Amendment No. 2.

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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.

 The Company
anticipates that it will provide price-related information in Amendment No. 3 to the Registration Statement, and intends to provide the pro forma disclosure previously requested by the Staff in that amendment.

 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.

 In
response to the Staff’s comment, the Company has revised the disclosure on page 32 of Amendment No. 2.

 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.

 In response
to the Staff’s comment, the Company has added the requested disclosure on pages 42, 46 and 49 of Amendment No. 2.

 Business, page 57

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

 In response to the Staff’s comment, the Company has provided the
information required by Item 101(d) of Regulation S-K on pages 57 and 69 of Amendment No. 2.

 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.

 In response to the
Staff’s comment, the Company has added the requested disclosure on page 2 and page 56 of Amendment No. 2.

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 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.

 In response to the Staff’s comment, the Company has added the requested disclosure on page 80 of Amendment No. 2.

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 medical education courses your contract radiologists are permitted to attend. Disclose whether there is a limit on the number of attendees or courses permitted.

 In response to the Staff’s comment, the Company has added the requested
disclosure on page 82 of Amendment No. 2.

 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.

 The Company continues to believe that the acquisition by NightHawk Radiology Holdings, Inc. (“Holdings”) of all the outstanding membership units of Nighthawk Radiology Services LLC (“LLC”) in March 2004 (the
“Recapitalization”) should be accounted for using carry-over basis and that the requirements of SFAS 141 to reflect a new accounting basis have not been met.

 In essence, the Company’s reason for not applying purchase accounting is that at the time of the
Recapitalization, no individual shareholder, or group of shareholders, gained control of the business. The LLC had corporate governance provisions that resulted in the majority shareholder not having control of the LLC. Since there were no voting
agreements to vote in concert (either before or after the Recapitalization), no single shareholder, or group of shareholders, controlled the LLC or Holdings.

 Paragraph 9 of SFAS 141 identifies three elements that are necessary in order to deem that a business combination has occurred: (i)
an entity (which according to footnote 3 could be a “… new entity formed to complete a business combination,”), (ii) an acquisition of assets that constitute a business and (iii) control is obtained over that business. Footnote 5 in
paragraph 9 refers only to the general control model in ARB 51, Consolidated Financial Statements, paragraph 2, as amended by FASB Statement No. 94, Consolidation of All Majority-owned Subsidiaries, which states that “… as a
general rule ownership by one company, directly or indirectly, of over fifty percent of the outstanding voting shares of another company is a condition pointing toward consolidation” (emphasis added). However, SFAS 141 provides no
further detailed guidance to assess whether a change in control exists in other facts and circumstances, such as when there is no single shareholder (“one company”) that gains ownership of over fifty percent of the target business. For
purposes of this letter, the Company will consider the new entity formed as NEWCO or Holdings, and the acquired business assets as OLDCO or the LLC.

 The basis for the Company’s conclusion that the Recapitalization should be accounted for using carry-over basis is that a change in
control over the business of the LLC did not occur and, as a result, the third requirement in paragraph 9 of SFAS 141 has not been satisfied.

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 The Company understands that there has been a long-standing and generally accepted
practice for nearly two decades that when a transaction involves a change in ownership involving one substantive business (OLDCO or LLC in this case) and one nonsubstantive, nonoperating business (NEWCO or Holdings in this case), a business
combination cannot be deemed to have occurred unless a change in control occurs at the shareholder level. This consensus was reached in EITF 88-16, Basis in Leveraged Buyout Transactions, which is the most analagous accounting literature
to determine whether or not a change of control has occurred. Although the Company readily acknowledges that Holdings acquired 100% of LLC for a combination of cash and stock, the Company has concluded that no substantive change in control occurred
at the shareholder level based on the rationale discussed below.

 The Company refers to EITF 88-16 as it is the most analogous literature on point. It specifically addresses the requirements necessary in order to reflect a new accounting basis in the financial statements of a NEWCO
with no substantive business operations upon its acquisition of 100% of an OLDCO, which is a transaction similar to the Recapitalization.

 First, the Company does not believe that the Recapitalization falls within the scope of EITF 88-16 because it was not a highly leveraged
transaction. Debt proceeds of $12 million comprised only 34% of the fair market value of the LLC at the time of the Recapitalization (approximately $35 million). The $13,000,000 of redeemable convertible preferred stock issued to Summit Partners,
L.P. (“Summit”) was not included as a debt-type instrument since it is putable, rather than mandatorily redeemable, and hence not a liability under SFAS 150, Ac