SecProbe.io

July 18 , 2016

Mail Stop 4720

Via E -mail
Scott L. Beiser
Chief Executive Officer
Houlihan Lokey, Inc.
10250 Constellation Blvd .
5th Floor
Los Angeles, CA   90067

Re: Houlihan Lokey, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 2016
Filed June 23, 2016
Form 8 -K
Filed May 19, 2016
File No. 001 -37537

Dear Mr. Beiser :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended March 31, 2016

General

1. We note that you have an active Form S -8 Registration Statement filed on August 12,
2015.  Please amend your filing to include the consent of your independent registered
public accounting firm or tell us why consent is not required.  Refer to Item
601(b)(23)(ii) of Regulation S -K.

Scott L. Beiser
 Houlihan Lokey, Inc.
 July 18 , 2016
 Page 2

 Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities , page 25

Unregistered Sa les of Equity Securities and Use of Proceeds , page 25

2. We note that in September 2015 you issued 278,808 shares of Class B common stock at
an agreed upon price of $21.00 per share in conjunction with the acquisition of McQueen
Limited and then in March 201 6 you issued an additional 20,940 shares of Class B
common stock at a price of $25.49 per share to the sellers.  Please tell us and revise your
disclosure to clarify how these issuances of Class B common stock are reflected in your
Consolidated Statements of Changes in Stockholders Equity and tell us the factors
driving the additional issuance of the 20,940 shares in March  2016.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 28

Results of Consolidated Operations , page 31

3. We note that fee revenue increased from $680.9 million to $693.8 million during the
fiscal year ended March 31, 2016, an increase of 2%, and increased 15% between fiscal
year ended March 31, 2014 and 2015.  We also note from your Q4 2016 Earnings
Releas e Call and related presentation  that you provide a fulsome discussion of the drivers
of your revenue, including the M&A market, that o il and gas related mandates continue
to drive growth and that your financial advisory ser vices business was not materially
impacted by the recent market volatility and produced the highest fourth quarter revenues
in its history.  You also provide related quantitative  metrics such as the number of
Managing Directors per segment, number of close d transactions and number of fee
events.  Please revise your future filings to enhance your discussion, including related
Business Segments discussions, to provide more insight to your investors of the
underlying market trends driving current year financia l results including related
quantitative metrics used to evaluate operating results.  Refer to Item 303(A)(3) o f
Regulation S -K.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk, page 40

Exchange Rate Risk, page 40

4. We note your Risk  Factor on page 16 that fluctuations in foreign exchange rates could
adversely affect your results, and your disclosure that in particular you are exposed to the
Euro and Pound Sterling and the weakening of the Euro and other currencies relative to
the U.S . dollar has had, and may continue to have an adverse effect on your revenue.
We also note that your exchange rate risk disclosure on page 40 does not appear to be
presented in accordance with one of the three disclosure alternatives outlined in Item 305
of Regulation S -K, and instead just discloses the net impact of the fluctuation in your

Scott L. Beiser
 Houlihan Lokey, Inc.
 July 18 , 2016
 Page 3

 historical periods.  Please revise future filings to present your exchange rate risk in
accordance with one of the disclosure alternatives outline in Item 305 of Regul ation S -K.

Item 8.  Financial Statements and Supplementary Data , page 41

Note 6.  Goodwill and Other Intangible Assets, page 54

5. We note that during June, September and November of 2015, you acquired three
financial advisory firms and recognized $63.4 mi llion of goodwill and $4.4 million of
other intangibles.   Please tell us and enhance your disclosure in future filings to discuss
the related purchase prices and discuss the factors driving the amount of goodwill
recognized, along with the amount of goodw ill that is expected to be tax deductible.
Please refer to ASC 805 -30-50.

Form 8 -K Filed May 19, 2016

Exhibit 99.1

6. We note your presentation of full “Adjusted” non -GAAP income statements for both the
twelve months ended March 31, 2016 and 2015, and the three months ended March 31,
2016 and 2015 on page 2 of your earnings release.  Please revise future earnings releases
to delete the presentation of full non -GAAP income statements.  Please refer to Question
102.10 in the updated Compliance and Disclosure Interpretations  issued on May 17,
2016.

7. We note your reconciliation, which is prepared on a full condensed income statement
basis, of GAAP to Adjusted Financial Information for both the twelve months ended
March 31, 2016 and 2015, and the three months ended March 31, 2016 and 2015 on
pages 10 an d 11 of your earnings release.   Please revise future earnings releases to no
longer present a full non -GAAP income statement when reconciling your non -GAAP
financial metrics to your GAAP results.  Instead, just separately reconcile the non -GAAP
metrics on  an individual basis which are used in your earnings release.  Please refer to
Question 102.10 in the updated Compliance and Disclosure Interpretations  issued on May
17, 2016.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the co mpany and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

Scott L. Beiser
 Houlihan Lokey, Inc.
 July 18 , 2016
 Page 4

  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.

You may contact Michelle Miller at 202-551-3368  or me at 202-551-3512 with any
questions.

Sincerely,

 /s/ Stephanie L. Sullivan

 Stephanie L. Sullivan
Senior Assistant Chief Accountant
Office of Financial Services