SecProbe.io

Mail Stop 3561
September 29, 2008
 Rohit Kapoor President and Chief Executive Officer ExlService Holdings, Inc. 350 Park Avenue New York, NY 10022
Re: ExlService Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2007 Filed March 17, 2008 Form 10-Qs for the Quarters Ended March 31 and  June 30, 2008 Filed May 12 and August 11, 2008 Definitive Proxy Statement on Schedule 14A Filed April 29, 2008 File No. 1-33089

Dear Mr. Kapoor:

We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so, and also explain to us in  detail sufficient for an understanding of your
disclosure how you intend to comply.  If you di sagree, we will consid er your explanation
as to why our comments are inapplicable or  a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  Af ter reviewing this information, we may raise
additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  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.

Rohit Kapoor
ExlService Holdings, Inc. September 29, 2008
Page 2  Form 10-K for Fiscal Year Ended December 31, 2007

 Item 1.  Business, page 1

1. Please include the revenues by geographi c area in Item 1 or provide a cross-
reference to that information in your fi nancial statements.  See Item 101(d) of
Regulation S-K.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 18

2. Please expand this section to discuss known material trends and uncertainties that will have, or are reasonably likely to have, a material impact on your revenues or income or result in your liquidity decreas ing or increasing in any material way.
We note that you discuss trends in your Ri sk Factors, such as the trend concerning
negative public reaction in the United  States and elsewhere to offshore
outsourcing.  Discuss whether you expect th ese trends to continue and the impact
on your business.  Please provide additional analysis concerning the quality and variability of your earnings and cash flows so that investors can ascertain the likelihood of the extent past performance is indicative of future performance.
Please discuss whether you expect levels to remain at this level or to increase or
decrease.  Also, you should consider discussing the impact of any changes on your earnings.  Further, please discuss in reasonable detail:

• Economic or industry-wide factors relevant to your company, and
• Material opportunities, ch allenges, and risks in the short and long term
and the actions you are taking to address them.
See Item 303 of Regulation S-K and SEC Release No. 33-8350.
 Results of Operations, page 46

3. Where you describe two or more factors that  contribute to a material change in a
financial statement line item between pe riods, please quantify, to the extent
practicable, the incremental impact of each factor identified.  For example, please
quantify the effect of revenue increases from existing clients attributable to volume increases within existing processe s and the addition of new processes and
changes attributable to exch ange rates.  Please also discuss and quantify, to the
extent practicable, the fact ors that contributed to ch anges in gross profit as a
percentage of revenues.  See Item 303(a) of Regulation S-K and Financial
Reporting Codification 501.04.

Rohit Kapoor
ExlService Holdings, Inc. September 29, 2008
Page 3  Liquidity and Capital Resources, page 51

Contractual Obligations, page 52

4. Please include estimated benefits to be paid under the Gratuity Plan and
contributions to the Government Provi dent Fund in the table or provide a
discussion of these obligations to the exte nt necessary for an understanding of the
timing and amount of the obligations.  Re fer to Section IV.A and footnote 46 to
the Commission’s Guidance Regarding Ma nagement’s Discussion and Analysis
of Financial Condition and Results of  Operations, SEC Release No. 33-8350,
available on our website at http:/ /www.sec.gov/rules/interp/33-8350.htm.
 Consolidated Financial Statements

 Consolidated Statements of Stockholders’ Equity and Comprehensive Income, page 74

5. We note that net income and dividends and accretion on preferred stock are not
separately reported in fiscal 2006 and that  such dividends and accretion as well as
the adjustment to initially apply SFAS 158 in fiscal 2006 are included in
comprehensive income.  Comprehensive income includes all changes in equity except those resulting from investment by owners and distributions to owners.  Also, amounts recognized from the initial adoption of SFAS 158 should be
reported as an adjustment of the ending balance of accumulated comprehensive income.  Please revise to separately present net income and dividends and accretion of preferred stock and to prope rly report comprehensive income.  Refer
to paragraph 8 of SFAS 130 and pa ragraph 16.a. of SFAS 158.

6. Please disclose the amount of income tax expense or benefit allocated to each
component of comprehensive income on the face of the statement or in the notes
to the consolidated financial statements .  Refer to paragraph 25 of SFAS 130.
 Notes to Consolidated Financial Statements, page 76

7. Please provide the disclosures required by paragraph 21 of FIN 48 or tell us why
you believe such disclosure is not required in interim periods of the year of adoption.

Note 2. Summary of Significant Accounting Policies, page 76

Revenue Recognition, page 77

8. Please tell us in detail when you recogni ze revenues for each type of arrangement
you enter into with your customers, including cost-plus, time-and-material, fixed
price, contingent fee and un it-priced arrangements.  We are particularly interested
in when services are considered rendere d and whether there are any significant
conditions to customer acceptance, whether you have arrangements that require completion of all services before reve nue is recognized, whether revenues are

Rohit Kapoor
ExlService Holdings, Inc. September 29, 2008
Page 4
recognized based on progress towards comp letion and whether there are separate
elements in your arrangements.  Also, if you recognize revenue over the service
period based on progress towards comple tion or based on separate contract
elements or milestones, tell us how progr ess is measured, the types of milestones
and how they relate to substantive pe rformance and revenue recognition, and how
you identify and account for multiple elem ents and allocate revenues among the
elements.  In addition, we believe th at you should elaborate on your revenue
recognition policies for cost-plus, time-and- material, fixed price, contingent fee
and unit-priced arrangements so that a reader clearly understands when you
recognize revenues.  Further, please el aborate on your discussion of revenue
recognition in critical accounting policie s on page 44 to the extent assumptions,
estimates and uncertainties regarding reve nue recognition are material to your
financial statements.
 Earnings Per Share, page 82

9. Please tell us and disclose how you treat re stricted stock and restricted stock unit
awards in earnings per share computations.
 Note 4. Acquisition of Inductis Inc, page 86

10. Please disclose the balance sheet classi fication of the liability recognized in
connection with the earn-out provisions of the Inductis acquisition agreement.
Refer to Rule 5-02.20 of Regulation S-X.
 Note 12. Income Taxes, page 92

11. Please tell us whether or not you have r ecognized a deferred taxes liability or
asset for the difference between the amount  for financial reporting and the tax
basis of your investment in foreign subs idiaries and the basis for your accounting
treatment.  In your response, please di scuss your accounting policies considering
the guidance in paragraphs 31 - 34 of SFAS 109 and paragraph 23 of SFAS 52.  In addition, please disclose your acc ounting policies with respect to the
recognition of a deferred tax liability or asset for tem porary differences between
the tax basis and amount for financial re porting of your investments in foreign
subsidiaries and the information re quired by paragraph 44 of SFAS 109.
 Note 13. Stock Based Compensation, page 95

Restricted Stock and Restricted Stock Units, page 98

12. Please tell us how you present stock issu ed pursuant to restricted stock and
restricted stock units in the statements of stockholders’ equity and comprehensive income.  It appears to us that shares i ssued on exercise of stock options includes
vested restricted stock awards as oppos ed to restricted stock issuances and
excludes vested restricted stock units.  In addition, consider revising the

Rohit Kapoor
ExlService Holdings, Inc. September 29, 2008
Page 5
description of the line it em in the statements of stockholders’ equity and
comprehensive income to clearly indicat e the stock-based compensation awards
included in the line item.
 Exhibit 31.1 and 31.2

13. Your certification should appear exactly as set forth in current Item 601(b)(31) of
Regulation S-K.  In future filings pl ease include in paragraph 4(d) the
parenthetical language “(the registrant’s f ourth fiscal quarter in the case of an
annual report).”
 Definitive Proxy Statement filed on Schedule 14A

 Summary Compensation Table for Fiscal 2007, page 24

14. We note that you award cash incentive bonuses upon the achievement of
predetermined financial performance obj ectives and that you set target and
maximum bonus amounts.  Advise us why you did not include that information in
the 2007 compensation disclosu re in the non-equity incen tive plan compensation
column of the summary compensation table or the grants of plan-based awards
table, and please confirm th at you will include that disclosure in your 2009 proxy
statement.  Refer to Item 402(c) and (d) of Regulation S-K.
 Principle Stockholders, page 39

15. Please disclose the natural person(s) or  public company that has the ultimate
voting or investment control over the shares held by Oak Hill Partnerships.
 Certain Relationships and Relate d Person Transactions, page 41

 Related Party Transaction, page 41

16. We note that you list several transactions concerning current or former significant
stockholders.  Please revise to name the related persons.  Refer to Item 404(a)(1) of Regulation S-K.

Form 10-Q for Fiscal Quarter Ended June 30, 2008

17. Please address the above comments as applicable.

Rohit Kapoor
ExlService Holdings, Inc. September 29, 2008
Page 6  Item 1. Financial Statements, page 3

 Consolidated Balance Sheets, page 3

18. Please tell us the items and their amount s contributing to the increases in other
accrued expenses and current liabilities and other non current liabilities between
the periods presented.  In addition, consid er including a discussion of the reasons
for significant changes in working cap ital items in your discussion of operating
cash flows on page 36.

  *****

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Detailed cover letters gr eatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filings to be certain that the filings includes all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Rohit Kapoor
ExlService Holdings, Inc. September 29, 2008 Page 7
 You may contact Adam Phippen, Accountant, at (202) 551-3336 or William
Thompson, Accounting Branch Chief, at (202)  551-3344, if you have questions regarding
comments on the financial statements and related matters.  Please contact Scott Anderegg, Staff Attorney, at (202) 551-3342, El lie Bavaria, Special Counsel, at (202)
551-3238 or me at (202) 551-3720 with  any other questions.

Sincerely,
   H. Christopher Owings
Assistant Director