SecProbe.io

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December 30, 2004

Mail Stop 4-9

Vikram Talwar
Chief Executive Officer
ExlService Holdings, Inc.
350 Park Avenue
New York, NY 10022

	Re:	ExlService Holdings, Inc.
		Registration Statement on Form S-1 Filed December 3,
2004
		Registration No. 333-121001

Dear Mr. Talwar:

	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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1.	We note your disclosures that you sold options to purchase
Class
A and Class B common stock to directors, officers, employees,
former
employees and consultants from June 2003 to July 2004.  We also
note
your stated belief that these issuances were all exempt from
registration under the Securities Act pursuant to Section 3(a)(9),
Section 4(2) and Regulation D, Rule 701, and a "no-sale" theory
under
Section 5.  Please tell us the aggregate number of purchasers
involved in the private placement and when the options became
exercisable.  For each issuance, please tell us the identity of
the
purchasers or class of purchasers and their relationship to the
issuer, if any, the number of options granted to each such
purchaser
and the date of issuance.  For each such issuance please tell us
which exemption was relied upon and the basis for such reliance.
Please provide us with your analysis of the availability of each
exemption relied upon.  Your analysis should include, among other
things, a discussion of the facts relied upon and a discussion of
the
precautions that were taken to avoid having the manner in which
the
offering was conducted constitute a general solicitation.  Also
include a discussion of the facts that you relied upon in making
your
determination that each of these issuances was exempt under the
exemption relied upon.  For example, for issuances upon which you
relied on Section 4(2), were investors provided with information
similar to the information that would have been contained in a
registration statement?  Was an inquiry undertaken as to the
purchasers` sophistication and ability to bear the economic risks
of
the investment?   Please tell us how each person or entity
qualified
as a "sophisticated investor" and if you believe an entity was a
sophisticated investor because all of its equity owners were
sophisticated investors, please identify all of those equity
owners
and how you determined their sophistication.

2.	Supplementally, please tell us what consideration you gave to
the potential integration of the issuances of shares and options
in
connection with the share conversion that will take place
immediately
prior to the completion of the offering.  Please file, or provide
us
supplementally, with a copy of your Certificate of Incorporation
that
governs the conversion of the shares and options.

Cover Page
3.	Confirm that you will not circulate a preliminary prospectus
until such time as you include an estimated price range and fill
in
blanks throughout the filing.  We may have further comments when
your
filing includes complete disclosure.

Outside Back Cover Page

4. We note the text under the "Industry and Market Data" heading.
You may not disclaim responsibility for information contained in
your
prospectus.  If you intend to use the data throughout your
prospectus, you should delete the disclaimer.  In addition,
supplementally provide supporting material, including the report
from
the Gartner Group,  for any data used, marking the relevant
sections
for our review.  Note also that if such information was prepared
for
the company in connection with the proposed offering, you must
file a
consent from the provider for the use of its name and the
information
attributed to it.

Summary

General
5.	Revise your summary to provide a brief overview of your
offering, and a more succinct description of your business, which
is
more completely discussed in the business section of your
document.

6.	In a table or other similar readily identifiable manner,
state
the percentage of shares that will be held by the executive
officers,
directors, and/or affiliate stockholders after this offering.
7.	Eliminate or reduce the use of acronyms like BPO, BFSI, and
CAGR
in the summary and forepart of the filing; and revise the
disclosure
so that when they are used, their meaning is clear and their use
enhances investor understanding.  See updated Staff Legal Bulletin
No. 7 (June 7, 1999) sample comments 1, 3 and 5.
8.	Please limit the use of defined terms and industry jargon in
the
forepart of the filing so that it is clear to investors who may
not
be familiar with your industry.  See Rule 421(b).  We note the
last
sentence of the second paragraph under the "Our Business" heading
and
the following non-exhaustive list of industry terms throughout the
summary:

* value-added
* business process outsourcing
* domain expertise
* global delivery model
* broad-based expertise
* integrated front-middle and back-office process outsourcing
solutions
* migration
* end-to-end outsourcing reconciliation
* integrated global delivery platforms
* scaleable infrastructure
* six Sigma methodology
* Kaizen initiatives
* offshore delivery capabilities

9.	Some of your risk factors are too general and could apply to
any
issuer or offering.  For example, the risks described under the
general caption, "Risks Related to India and the International
Nature
of our Business," beginning on page 14, should be revised to
Disclose
how each risk has specifically impacted your operations to date.
For
example:

* Has your business suffered any disruptions from the economic,
political, social, and military uncertainties described on page
15?

* Have you suffered any disruptions on your operations or any
decrease in client confidence in your business as a result of any
terrorist activities in India to date (page 15)?

* Have your employees had difficulty obtaining entry visas in
recent
times (page 16)?

Our Business, page 1

10.	Provide supplemental support for your statements of
leadership
here and throughout your document, marking the relevant portions
of
any material provided for our review.

11. 	In the first paragraph, provide greater disclosure regarding
when the majority of your long term business contracts are set to
expire, including the portion of your revenues tied to contracts
that
are set to expire during the next twelve months.
12.	If you choose to highlight your increase in revenues in the
opening paragraph, please also disclose that, prior to the current
period, you have experienced net losses.

13.	In the second paragraph, explain the significance of the "140
processes" (which we assume are types of jobs within an
organization/business).  For example, of the "140 processes" you
have
transferred to your operations centers, how many of them were
transferred on behalf of the same client?  You should revise to
discuss the number in context so that investors can understand how
it
relates to your business success/failure.
14.	Clarify whether the increase in the number of employees
mentioned in the third paragraph includes employees from India and
disclose the relative number of those Indian employees.  Also,
balance the disclosure by stating, if true, that some of the
increase
in employee numbers is a function of the high turnover rate you
experience as described on page 11.
15.	We note the last sentence in paragraph three.  Revise to
describe the significance of these awards to your business, and
provide copies of the certificates for our review.

EXL`s Competitive Strengths, page 2
16.	If you choose to discuss your strengths in the summary,
balance
that disclosure by briefly discussing your competitive weaknesses.
For example, when discussing experience with banking, financial
services, and insurance, clarify that you rely on a few
industries;
and when discussing long-term client relationships, clarify that
you
depend primarily on two clients.
17.	We note your statement here and throughout the prospectus
that
you have relatively predictable and recurring revenues as a result
of
the long-term contracts you have entered into with your clients.
We
further note your disclosure on page 26 of the prospectus that
contracts representing a majority of your revenues are terminable
at
will by the client, with or without cause.  This would appear to
greatly impact the predictability and recurring nature of your
revenues.  In light of this, please revise to clearly indicate
that,
even though you have long-term contracts, a majority of them may
be
terminated for any reason at any time by the client.

18.	Please refrain from making statements that cannot be easily
proved such as a reference to your "reputation for superior
service."

Information About the Company, page 3
19.	In future amendments please use a more recent date to
determine
the exchange rate between U.S. dollars and Indian rupees.

Share Conversion, page 4
20.	When known, please disclose the number of common stock
outstanding after the share conversion and the number of shares
issuable upon exercise of the options to purchase Class A shares.
Disclose also the number of freely tradable shares after the
offering, including the number of shares subject to registration
rights upon commencement of this offering.

Summary Consolidated Financial and Other Data, page 8
21.	The usefulness of EBITDA adjusted for non-recurring items to
derive Adjusted EBITDA is not evident.  Please expand your
disclosure
to demonstrate the usefulness of adjusting EBITDA for goodwill
impairment and extraordinary items.  Refer to Questions 8, 9 and
10
of Frequently Asked Questions Regarding the Use of Non-GAAP
Financial
Measures ("FAQ").  In addition, please revise your disclosure to
characterize the measure as something other than EBITDA as
discussed
in Question 14 of the FAQ.

Risk Factors-Beginnings on Page 9

General
22.	We refer to the introductory paragraph on page 9 where you
indicate that you may face other risks or uncertainties which may
adversely affect your business.  You must disclose all risks that
you
believe are material at this time.  Please delete language related
to
other risks or unknown risks from your disclosure.
23.	Please add a risk factor discussing the high regulatory
nature
of your business as described on page 55, and discuss the risks
associated with failing to adhere to the regulations, or failing
to
obtain or renew any required licenses.

24.	Please add a risk factor describing an investor`s ability to
bring an original action in India to enforce liabilities based
upon
the U.S. federal securities laws against you, your operating
subsidiaries in India, and the executive officers that reside
there.
Discuss also the limitations in effecting service of process as
described on page 89.
25.	Add a risk factor disclosing the number of potentially free
trading shares resulting from the registration rights agreement
you
describe on page 73 and 74 and the impact those free trading
shares
would have on the value of your stock.
26.	Consider adding a risk factor discussing the increase in
costs
of becoming a public company and complying with requirements under
the Sarbanes-Oxley Act.

Risks Related to Our Business

We have a limited independent operating history...Page 9
27.	Quantify the portion of your revenues derived from Conseco in
recent periods, for example, since November 2002.

We have a limited number of clients...Page 9

28.	State the total percentage of revenues derived from the two
major clients in the heading of this risk factor.
29.	Disclose the termination dates for your contracts with
Norwich
and Dell and briefly explain their rights to terminate the
contracts.
30.	State that Norwich is a United Kingdom based company.

We have a long selling cycle...Page 10
31.	It appears that the discussion in the first and second
paragraph
represents a separate risk factor from that discussed in the third
paragraph.  Consider separating these two risk factors.  In the
selling cycle discussion, disclose your success rate with closing
a
sale of your services to potential clients given that you have
only
two major customers.

Our operating results may experience significant
variability...Page
10
32.	Discuss the extent to which the factors listed in this risk
factor have impacted your 	operations in the past.

Our inability to effectively manage...page 11
33.	Discuss more specifically the impact of the rapid pace of
your
growth on your business to date.  For example, disclose any
disruptions to your business caused by recruiting, training, and
retaining so many employees in the span of four years.
34.	Disclose the destination of the facility you plan to invest
in
outside of India.  We note also your belief that the new facility
will provide higher value to your customers through "risk
diversification." Discuss more specifically what "risks" need to
be
diversified and how opening a new facility will address that goal.
Also, how are you "committed" to opening the new facility?  Have
you
entered into a lease or a contractual agreement? If so, any such
commitment should be discussed more fully in the business or MD&A
section of your prospectus.

We may fail to attract and retain....page 11
35.	Quantify the impact of the high turnover rate on your
operations
in recent periods.  For example, disclose the cost of revenues for
recent periods.
36.	How has the high turnover rate impacted your ability to
service
your current clients and obtain new clients?  We note that you
have
serviced few clients since the company was founded.

Wage increases in India...page 11
37.	Discuss the basis for your belief that wages in India are
increasing at a faster pace than those in the United States.  For
example, are wages in India increasing as a result of recent
legislation, or other political factors?  If so, disclose.  Also,
discuss the impact of the declining U.S. dollar on U.S. wages as
compared to Indian wages.

The BPO industry may not develop in ways that we...page 12
38.	Clarify whether your discussion on restricting federally
funded
US private companies from outsourcing jobs is based on currently
proposed legislation, or just a matter of concern more generally.
In
that regard, do your clients rely on federal and state contracts
for
their operations?

We face significant competition...page 13
39.	Revise the heading of this risk factor to identify the
sources
of your competition specifically rather than stating that they
originate from a "variety of sources."  Also, it should be clear
in
the heading that your major source of competition derives from
your
own clients who can perform their own jobs in-house or make their
own
arrangements to outsource jobs abroad. We note, for example, the
agreement you have with Norwich that allows for Norwich to assume
operations in Pune.

Our client contracts contain certain termination and other
provisions...page 13
40.	Revise to discuss the specific termination provisions that
apply
to your major clients such as Norwich Union and Dell.  For
example,
what are the terms under which those clients can terminate your
agreement with cause versus without cause?  Also, define "little
ad