SecProbe.io

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Mail Stop 0409
October 1, 2004

Ian Morris
Chief Executive Officer
HouseValues, Inc.
15 Lake Bellevue Drive, Suite 100
Bellevue, Washington 98005

Re:	HouseValues, Inc.
	Registration Statement on Form S-1
Registration No. 333-118740
Filed September 1, 2004

Dear Mr. Morris:

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.

For purposes of this comment letter, we refer to the pagination,
paragraphs, sentence and line numbers as displayed by the courtesy
copy version of your Form S-1 filed on September 1, 2004.

Form S-1

General

1. Please tell us the exemption from registration relied upon for
each of the following transfers and the facts relied upon to make the
exemption available:

* We note that on page 65 you disclose that on April 22, 2004, Mr.
Powell, your founder and Chairman of the Board, and the holders of
Series B convertible preferred stock that elected to purchase or sell
shares of common stock under the Co-Sale Agreement transferred an
aggregate of 6,960,314 shares of common stock to William Blair
Capital Partners.

* We note that on January 29, 2002, Mr. Powell sold 700,000 shares of
common stock to Second Avenue Partners and certain other holders of
your Series A and Series B convertible preferred stock for
$1,400,000.

2. Please provide supplementally copies of any graphics, charts,
maps, photographs, and related captions or other artwork including
logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary
prospectus distributed to prospective investors prior to the staff`s
review of those items.

3. Please avoid using the term "solution" as it is jargon.  Without
identifying a problem or question, the term "solution" is abstract
and should be replaced by a more concrete term or terms.  Instead of
using the term solution, please replace the term with a description
of your actual products and services.  We specifically note your
description of your business in the summary and throughout as an
"innovative marketing solution."  Due to its vagueness, the term
"solution" is unhelpful to investors and does not adequately describe
any product or service.  Please revise to eliminate your use of the
word "solution" throughout the prospectus.

4. We note that you cite data from REAL Trends, Borrell Associates,
National Association of Realtors and Hebert Research throughout the
prospectus.  Please provide us with supporting evidence, such as a
copy of the published report or study, for this information and
highlight the specific information that you relied upon for the
disclosure.  Also, please tell us whether any of the reports were
prepared specifically for you.  If so, tell why you have not named
the preparers as experts and included their consents pursuant to Rule
436.   Since you commissioned Hebert Research to provide you with the
2004 Survey, it appears that Hebert should be named as an expert and
you should file an expert`s consent as an exhibit to this
registration statement.

Prospectus Summary
Our Company, page 1

5. We note your disclosure on page 46 appears to state that nearly
all personalized coaching and training instruction sessions are
provided to your agent customers over the telephone except for
potentially your In-Market Training Seminars.  In light of this
disclosure, please revise to clarify that nearly all of your coaching
and training services are conducted over the telephone or online.

6. Briefly outline the components of the "Market Leader online
prospect management system integrated offering."  Without more
specificity describing the software and web site lead tracking
components of Market Leader, the present description of this tool may
be confusing and too vague to investors.

7. Please briefly discuss how you generate revenues from your
operations, i.e. your short-term subscription service contracts to
provide homebuyer and seller leads to real estate agents.

Our Solution, page 1

8. We note your disclosure on page 45 appears to state that your
agent customers, not you, provide the free comparative market
analysis/estimates of a home`s current value.   Please revise to
explain this fact here and whether you serve any role in preparing
the estimate.  Also, briefly explain whether you conduct any due
diligence when selecting your agent customers.  For example, do your
agent customers hold certified appraiser credentials?  Do you conduct
criminal or other background checks of these real estate agents who
you provide the personal information of those homebuyers and sellers
visiting your web site?

Our Strategy, page 2

9. Please revise the fourth bullet point to briefly describe the
"related markets" into which you intend to extend your business.  We
note your competitor, InterActiveCorp., recently expanded its
business when it announced its intent to acquire ServiceMagic, an
online home services company.  Is this type of related market you
intend to enter?

Company Information, page 2

10. Please list your other registered trademarks or trade names, such
as "JustListed.com"
and "Market Leader."  Supplementally, please tell us whether you use
the trademarks, trade names or service marks of other companies to
sell your services.  If so, please tell us whether you have sought
and been granted permission to use these trademarks.

The Offering
Use of Proceeds, page 3

11. Please revise to describe with more specificity what portion of
the proceeds will be used for your listed purposes.  Item 504 of
Regulation S-K requires that you provide an estimate for the multiple
uses of proceeds to convey.  Further, confirm that the listed order
in the prospectus reflects your order of priority for using these net
proceeds.  For example, consider the amount of the net proceeds you
will allocate to:

(1) expansion of operations;
(2) capital expenditures;
(3) future working capital;
(4) general corporate purposes; and
(5) acquisition or investment of businesses, products or technologies
that are complimentary to your own.

Please further revise to disclose the specific uses of the proceeds
designated as "general corporate and working capital," given that
your business plan appears to focus primarily on the expansion of
your operations.  Similarly, revise your disclosure on page 21.

Risk Factors, page 6

General

12. Revise to eliminate mitigating language from the risk factor
section.  Mitigating language directly counters the point of
disclosing the risk and is therefore inappropriate for this section
of disclosure.  For example, please revise to delete the following
dependent clauses:
* "Although we endeavor to train and provide tools to agent
customers" and ending "client satisfactions." (Our brand could be
harmed if agent customers . . ., page 13);
* "Although we have not experienced any material security breaches to
date" (Our reputation and customer service offerings may be harmed by
security breaches, page 16); and
* "Although our management currently intends to use the net proceeds
in the manner described in "Use of Proceeds" (Our management has
broad discretion in the use of the net proceeds from this offering
many not use them effectively, page 19).

Our operating results are subject to fluctuations that may cause our
stock price to decline, page 6

13. We note your statement in the first sentence of the second
paragraph concerning investors and securities analysts.  Please
revise to delete you reference to securities analysts.  In addition,
on a supplemental basis, please tell us whether you have had any
discussions with securities analysts about covering your stock
following the completion of the IPO, the extent of these
conversations and whether you are currently aware of any analysts
that intend to cover your stock following the IPO.  Similarly, revise
the first bullet point of the first full risk factor on page 18.

We may be unable to compete successfully with our current or future
competitors, page 7

14. Please revise to generally describe the barriers to entry, which
you refer to as low.  For example, clarify whether you are referring
to the financial cost of entering into your online market, the
technological expertise needed or the ability to attract clients from
the fragmented real estate agent industry.

Any failure to increase the number of our customers would harm our
business, page 8

15. It appears that you believe you will be able to estimate when you
have approached the majority of residential real estate agents.
Please clarify what percentage of real estate agents you believe you
have currently approached to join subscribe as clients, i.e. the
percentage or extent of your market penetration.

Any failure to retain agent customers could harm our business, page 8

16. We note your statement that you have occasionally failed to
deliver the guaranteed minimum number of leads to your customers.  We
further note your disclosure on page 28 stating that during the first
half of 2004, you were unable to deliver approximately 3% of your
total lead obligations to customers.   Please revise this risk factor
to state the percentage of total lead obligations you were unable to
deliver for fiscal year ended 2003 and for the six months ended June
30, 2004.

We experience high turnover of agent customers and have a limited
ability to predict the rate of contract extensions, page 8

17. We note your statement that in the past, you have experienced
high termination rates.   Please revise your disclosure to provide
one or two key reasons why customers have not extended their initial
contracts.

18. In the fifth sentence, you refer to "many" of your customers that
use the JustListed service are still in their initial contract terms.
Please revise to quantify the number of customers in their initial
term.

Prospective home buyers and sellers may be reluctant to sign up for
our services due to general privacy concerns, page 10

19. Supplementally, please tell us whether you have experienced any
material adverse events, such as a misappropriation of third-party
information or other like events.

20. Please revise the text of this risk factor to describe the
specific type of "adverse judicial determinations" that would place
prospective homebuyer and seller personal information at risk.

We collect personally identifiable information from prospective
homebuyers and sellers and evaluate the use of our Market Leader
prospect management system . . ., page 10

21. Revise to list the "other" types of information, other than
personal information, that you collect from prospective homebuyers,
sellers and agents.

22. If you believe your published privacy statement is material to
how you conduct your operations, where you deem appropriate, revise
your prospectus to include a summary of the material terms of this
policy.

23. Supplementally, please tell us whether in the past you acted
inconsistently with the terms of your privacy statement or privacy
laws.  If so, please tell us whether any material adverse events to
your operations originated from such actions.

24. Please tell us on a supplemental basis whether you disclose,
homebuyer or seller personal or other information to third parties
other than real estate agents.  If so, who do you share this
information? For what reasons do you share such information? Do you
receive compensation for sharing these lists?

The value of our products and services could be diminished if anti-
spam software filters out email we send, page 10

25. Please revise your disclosure to clearly state, if true, that a
portion of the email you send out to homebuyers and sellers on behalf
of agents and email you send out to attract real estate agent
customers is unsolicited or spam.

Our JustListed service is enhanced by our access to real estate
multiple listing services provided by third parties that we do not
control, page 11

26. Please consider clarifying what you mean by the "selected"
markets serviced by your subsidiary Soar Solutions.  Does Soar
Solutions service 10 or 100 markets? Specific regional markets? Major
metropolitan markets?

Decreases in agent acquisition or retention may not be immediately
reflected in our operating results, page 11

27. Supplementally, please tell us how long, duration in months or
quarters, you believe that your financial statements may not
accurately reflect your operating results due to a decrease of real
estate agent customers.

If we fail to comply with the various laws and regulations that
govern the real estate industry, our business may be harmed, page 11

28. We note your statement that you may not have always been in
compliance with each of these requirements.  To your knowledge,
please tell us whether you believe you have materially failed to
comply with these rules and regulations including RESPA.

Changes in real estate laws and regulations and the rules of industry
organizations could harm our business, page 11

29. Please revise the risk factor caption to include the specific
harm that could be caused to your operations from a change in the
real estate laws.

We depend on key personnel and cannot assure you that these employees
will continue to stay with us, page 13

30. Please revise to list the names of the senior executive officers
that you view as key personnel and the reasons why you have so
designated these officers as key to your operations.

Any efforts to expand into new lines of business may not be
successful . . ., page 13

31. Revise the text of this risk factor to describe the "areas" for
which you have "limited experience" and the extent of this
experience.

Third parties may copy or otherwise obtain and use our proprietary
information without authorization or develop similar technology
independently, page 14

32. Please revise to specifically state the number of copyrights and
trademarks you currently hold versus the number of applications for
additional intellectual property protection.

We may have to pay additional state taxes on our revenues for past
years an for future periods, page 16

33. Please revise to quantify the amount of additional state taxes
you may be required to pay.  Supplementally, please provide us with
an update of the current audit being conducted by the State of
Washington and whether any other states claim that owe them unpaid
sales or service taxes based on your operations in their state.

If we fail to maintain an effective system of internal controls, we
may not be able to accurately report our financial results or prevent
fraud, page 17

34. Please revise to clearly convey to investors the potential
adverse consequences, other than general regulatory scrutiny, for
failing to accurately report your financial results and the potential
adverse effect on your operations.

Our existing shareholders have significant control of our management
and affairs . . . page 18

35. If true, please revise this caption to reflect that existing
shareholders "will continue" to have significant control after the
offering.

36. Revise to