SecProbe.io

Mail Stop 3561
December 7, 2009
 Amit Shashank, Esq.  Vice President, General Counsel and Secretary  ExlService Holdings, Inc. 350 Park Avenue New York, NY 10022
Re: ExlService Holdings, Inc.
Amendment No. 1 to Registrati on Statement on Form S-3
Filed November 20, 2009 File No. 333-162335 Form 10-K for Fiscal Year Ended December 31, 2008 Filed March 16, 2009 File No. 1-33089
 Dear Mr. Shashank:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.  Amendment No. 1 to Registration Statement on Form S-3

Selling Stockholders, page 4

1. We note your response to comment 2 in our letter dated October 28, 2009.  Please
note that you may only omit information regarding the selling shareholders if the
conditions in Rule 430B(b)(2) are satisfied.  Therefore, please describe in greater
detail the initial transactions relating to the resale shares, as previously requested.
Furthermore, if the shareholder informati on is available, please disclose.  For
example, identify any affiliates that are selling the resale sh ares.  Finally, please
explain in greater detail why you believe that the agreemen ts relating to  the initial
transactions for the resale shares are not required to be filed as exhibits.

Amit Shashank, Esq.
ExlService Holdings, Inc.
December 7, 2009 Page 2  Form 10-K for Fiscal Year Ended December 31, 2008

 Consolidated Financial Statements

 Consolidated Balance Sheets, page 70

2. We reviewed your response to comment 15 in our letter dated October 21, 2009.
We understand that you disclose treasury sh ares as a reduction from the total of
common stock, additional paid-in capital,  retained earnings and accumulated
other comprehensive (loss).  As such, the number of common shares outstanding
is different from the number of common sh ares issued at the end of each year
presented.  In future filings please revise the number of common shares outstanding disclosed in th e common stock line item caption under stockholders’
equity to exclude treasury shares.
 Notes to Consolidated Financial Statements, page 74

 Note 2. Summary of Significant Accounting Policies, page 74

 Earnings Per Share, page 81

3. We reviewed your response to comment  18 in our letter dated October 21, 2009
and note the disclosure regarding dividend rights of restricted stock units you intend to include in future filings.  Pleas e provide similar disclosures with respect
to restricted stock awards  and/or clarify your disclo sure regarding the dividend
rights of restricted stock aw ards in the last sentence of  the first paragraph on page
98.  In addition, please tell us whether unvested restricted stock awards are
participating securities a nd discuss the applicability of the two class method for
financial statements issued after the effective date of  FASB ASC 260-10-45-61A.

Note 10. Income Taxes, page 91

4. We reviewed your response to comment  19 in our letter dated October 21, 2009
and the disclosure in Note 12 to the financial statements included in Form 10-Q
for the quarter ended September 30, 2009.  Please explain to us in detail your
policy for recognizing and/or  not recognizing deferred ta xes expected to reverse
during tax holidays and related valuation allowances and explain why your policy
complies with GAAP.  Refer to FASB  ASC 740-10-25-35 and 740-10-25-36.  In
addition, explain to us in detail how the e ffects of the tax holid ays are presented in
the income tax reconciliation table on  page 94, including a discussion of the
effects of tax holidays on each line item.

*****

Amit Shashank, Esq.
ExlService Holdings, Inc. December 7, 2009 Page 3
As appropriate, please amend your regist ration 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 cove r 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 amendmen t and responses to our comments.

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, or  Brigitte Lippmann, Special Counsel, at
(202) 551-3713 or me at (202) 551-3 720 with any other questions.

Sincerely,
    H. Christopher Owings
Assistant Director

cc: John C. Kennedy, Esq.   Paul, Weiss, Rifkind, Wharton & Garrison LLP
 1285 Avenue of the Americas   New York, NY 10019-6064