SecProbe.io

June 30, 2015

Via E -Mail
Christopher M. Crain, Esq.
General Counsel
Houlihan Lokey, Inc.
10250 Constellation Blvd., 5th Floor
Los Angeles, CA 90067

Re: Houlihan Lokey, Inc.
Amendment No. 1  to
Draft Registration Statement on Form S -1
Submitted June  18, 2015
  CIK No. 001302215

Dear Mr. Crain :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have additional
comments.

Overview, page  1

1. We note that you revised your 2000 revenues from the $205 million disclosed in your
initial Draft Registration Statement to the $144.1 million disclosed in the amendment
submitted June 18, 2015.  Please tell us the reason for the change in revenue for the year
2000.

Christopher M. Crain, Esq.
Houlihan Lokey, Inc.
June 30, 2015
Page 2

 Risk Factors, page  21

Risks Related to Our Business, page 21

2. We note your risk factor about the significant control over your corporate actions that
ORIX will retain following the offering.  Please add a separate risk factor in this section
that discusses your significant continued exposure to ORIX from a business standpoint
after the offering.  For instance, we note that you had $328 million in receivables  with
ORIX and its affiliates as part  of your existing cash management arrangements.  After the
offering, the new Cash Management Agreements contemplate lending up to $400 million
to ORIX and ORIX Global.  Finally, we note that ORIX will continue to provide
services, including management, acc ounting and regulatory services , to you after the
offering under the Transition Services Agreement.  Consequently, if ORIX were to
encounter operational or financial difficulties, your operations or financial condition may
be impacted.

Corporate Re organiz ation , page 41

3. We note your response to prior comment 11.  Please revise your disclosure to provide a
brief description of the non -operating assets that will be included in the distribution to
your existing owners.

4. In certain places in your amend ment you seem to imply that there may be certain HL
Holders who are not party to the HL Voting Trust Agreement (e.g., “the HL Holders
party to the HL Voting Trust Agreement will deposit their common stock…” on
page  42).  In other places, however, you imply  that all of the HL Holders will be party to
the HL Voting Trust Agreement (e.g., “the HL Holders through the HL Voting Trust will
own           shares of  Class  B Common Stock…” on page  43).  Please revise your
disclosure to clarify whether you anticipate  that all or only some HL Holders will become
party to the HL Voting Trust Agreement.

Financial Advisory Services, page 58

5. We note  from your discussion on page 7  that your Financial Advisory Services segment
includes a wide range of services including  Transaction Opinions, Portfolio Valuation,
Tax and Financial Reporting Valuation and Consulting Services.  Please enhance your
Financial Advisory Services revenue discussion to discuss the relative contribution of
each major service contributor to the res pective revenues for the periods presented as
well as the drivers for significant changes in contribution.

Contractual Obligations, 61

6. We note your response to prior comment 25.  Please tell us and provide the details to
support your conclusion that the financial impact related to the calls and put rights that

Christopher M. Crain, Esq.
Houlihan Lokey, Inc.
June 30, 2015
Page 3

 were issued under an agreement related to an unconsolidated entity are not mate rial to
your financial statements.  Additionally, tell us how you concluded that disclosure related
to this transaction was not required as a subsequent event pursuant to the guidance in
ASC 855 -10-25-3 and 855 -10-55-2.

Recognition of Revenue, page 63

7. We note your response to prior comment 26 and the revised disclosure on page 63.
Please revise to discuss the specific measures the deal team uses to evaluate the status of
engagements, including the relationship of the measures to total services requi red to be
performed.  Additionally, disclose how your accounting group evaluates management’s
estimate of the relative proportion of service provided through the financial reporting date
to total services required to be performed.

Description of Capital  Stock, page 109

Voting Rights, page 109

8. In the first paragraph, you state that Class A and Class B common stock have identical
rights “except as otherwise expressly provided in our…certificate of incorporation.”
Please revise this section to discuss  all material exceptions to the general rule that are
expressly provided in the certificate of incorporation, or confirm that all  material
exceptions have been disclosed in this section.

Note 2  - Summary of Significant Accounting Policies, page F -9

9. We note  your respons e to prior comment  40.  We do not concur that your reclassification
of reimbursements for out -of-pocket expenses presented net against the related expenses
is in accordance with ASC 605 -45-45-22 and 23.  However, on the basis of materiality
and since you h ave disclosed such amounts, we will not object to your current
presentation.  However if such amounts were to become material in the future, we  may
reconsider your policy.  Additionally, you may provide us with additional information to
explain how your po licy complies with ASC 605 -45-45-22 and 23.

Note 3  - Investments in Unconsolidated Entities, page F -13

10. In an effort to increase transparency related to your investments in unconsolidated
entities, please disclose the respective investment balance for  each investment.

You may contact Michelle Miller, Staff Accountant, at (202) 551 -3368  or Stephanie
Ciboroski, Senior Assistant Chief Accountant, at (202) 551 -3512 if you have questions regarding

Christopher M. Crain, Esq.
Houlihan Lokey, Inc.
June 30, 2015
Page 4

 comments on the financial statements and related matters.  Please contact Will Dorton, Staff
Attorney, at (202) 551 -3107  or me at (202) 551 -3419  with any other questions.

Sincerely,

 /s/ Christian Windsor

Christian Windsor
Special Counsel