SecProbe.io

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Mail Stop 4-6

      March 7, 2005

Stephen Green
Senior Vice President and General Counsel
IHS, Inc.
15 Inverness Way East
Englewood, CO  80112

Re:  	IHS, Inc.
	Registration Statement on Form S-1
	File No. 333-122565

Dear Mr. Green:

    We have reviewed your Form S-1 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 welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.
General
1. We will process your amendments with price ranges. Since the
price
range triggers a number of disclosure matters, we will need
sufficient time to process the amendment when it is included.
Please
understand that its effect on disclosure throughout the document
may
cause us to raise issues on areas not previously commented upon.
2. We note that you intend to provide graphics in your inside
front
cover. You are welcome to provide them to us supplementally before
you file your next amendment. We provided guidance on the use of
graphics in our CF Current Issues Outline dated March 31, 2001.

Cover Page
3. Identify the two selling shareholders here and clarify that
Urvanos Investments Limited will hold all of the Class B common
stock
upon the closing of this offering.  Include the percentage of the
voting power of the company`s capital stock to be held by these
controlling entities.
4. In your description of the conversion terms of the Class B
common
stock, clarify that Class B will automatically convert into Class
A
common four years from the date of the offering or earlier upon
the
occurrence of specified events.

Summary
5. In your introductory paragraph, please clarify that the summary
provides an overview of the material aspects of your offering.
See
Item 503(a) of Regulation S-K.
6. In the summary, alert investors to the complex ownership
structure
of your business, specifically, that the company is controlled by
two
entities-Urpasis Investments Limited and Urvanos Investments
Limited,
Cyprus limited liability companies-who are under common control by
TBG Holdings NV, which has yet another hierarchy of control.
Shareholders should be informed of this hierarchy of control as
well
as the relationships among IHS and TBG executive officers and
directors at the outset, rather than first learning about this
structure on page 13 and thereafter.  Briefly describe the
reorganization that occurred in November and December 2004 as
noted
in Note 19 to the financial statements and tell shareholders the
page(s) of the prospectus where the detailed information about
these
arrangements is provided.  Consider including a diagram of the
controlling hierarchy to facilitate understanding.
7. Provide support for the statement that IHS is "one of the
leading"
global providers of critical technical information, decision-
support
tools and related services to the named industry groups.  Ensure
that
your disclosure is balanced in making this claim.  For example, if
there are significant disadvantages of your tools and services
relative to those of some competitors, or if other companies
generate
revenues or have market penetration significantly greater than
yours,
please expand to put your claim in context.
8. Supplementally confirm that the categories of customers you
identify here and throughout the prospectus relate to current
customers.  For example, do your current customers presently
constitute a majority of the Fortune 500 companies?
Supplementally
identify your government customers and the countries in which your
current customers are located.  Additionally, supplementally
identify
some of the "major global oil companies" and "largest engineering-
intensive companies" that utilize your offerings.  Finally,
identify
in the prospectus your customer described on page 1 as "one of the
world`s largest aerospace companies."
9. Briefly define "deferred stock unit."

Summary Consolidated Financial Data, Page 6

Non-GAAP Measures - EBITDA
10. We note your use of non-GAAP measures in your Summary
Consolidated Financial Data on pages 6, 7 and 8.  Based on your
presentation it does not appear that you have fully complied with
the
requirements of Item 10(e) of Regulation S-K, and the guidance set
forth in the Frequently Asked Questions Regarding the Use of Non-
GAAP
Financial Measures. In this regard, please note the following and
advise and revise your disclosures containing non-GAAP information
as
necessary:
* Since you have reconciled your non-GAAP measures to net income,
it
appears that you have presented these measures as performance
measures.  Because your non-GAAP measures exclude recurring
charges,
supplementally demonstrate the usefulness of this measure that
excludes recurring items, especially since it is used to evaluate
performance.  Refer to Question 8, Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures.
* If you are able to overcome the burden of demonstrating its
usefulness, revise to include all of the disclosures identified in
Question 8, Frequently Asked Questions Regarding the Use of Non-
GAAP
Financial Measures as follows:

o the manner in which management uses the non-GAAP measure to
conduct
or evaluate its business;
o the economic substance behind management`s decision to use such
a
measure;
o the material limitations associated with use of the non-GAAP
financial measure as compared to the use of the most directly
comparable GAAP financial measure;
o the manner in which management compensates for these limitations
when using the non-GAAP financial measure; and
o the substantive reasons why management believes the non-GAAP
financial measure provides useful information to investors.

Summary and Selected Financial Data, Pages 6 and 20
11. We noted that between 2000 and 2002 you disposed of several
non-
core businesses and you provided a footnote to the Selected
Historical Consolidated Financial Data that discloses the results
of
operations of the disposed segments.  Revise to explain why you
have
not presented these operations as discontinued operations
following
the guidance in APB 30.

Risk Factors

      We depend on content obtained through agreements with third
parties . . . .  Page 9
12. Please address more fully the risks associated with licensing
intellectual property from third parties, including SDOs.  Do you
believe you have alternative sources regarding the 25 licenses on
which you substantially depend?  The discussion in the business
section should also be expanded to address more fully the
company`s
reliance on and the risks associated with third-party licenses.

      We rely on a network of independent contractors and dealers
. .
. .  Page 10
13. Revise the risk factor discussion to clarify the extent to
which
you are dependent on independent contractors.  Consider adding
disclosure in Business on this issue.

We have experienced recent changes in our senior management.  Page
11
14. We note your discussion of recent changes in management.  To
what
extent are these changes in senior management indicative of
material
changes within the company?
We are controlled by an entity whose interests may differ from
your
interests.  Page 13
15. Revise the subheading to state explicitly that five of the IHS
Board Members, including the Chairman of the board, are on the
board
of directors of TBF or are members of a TBG advisory committee.
In
the text, please discuss any procedural or other safeguards to
protect the interests of the non-affiliated shareholders. Further,
please discuss any material risks associated with your company
being
controlled by two Cyprus limited liability companies, which in
turn
are owned by a Netherland-Antilles company and a Bermuda trust.

Use of Proceeds, Page 17
16. You state here, in the summary and throughout the prospectus
that
you plan to pursue acquisitions including selectively acquiring
databases and information services organizations, complementary
technologies and businesses, as a means to grow your company.
Please
state here and in the summary whether you have any current plans,
proposals or arrangements to acquire additional businesses.
17. You state that you intend to use the proceeds for general
corporate purposes, including potential acquisitions.  It appears
from the rest of your prospectus disclosure that an investor could
reasonably assume you have performed studies and made preliminary
decisions with respect to the best use of capital resources.  For
example, you state in the risk factors and elsewhere in the
prospectus that you intend to expand into new geographic markets
and
enhance your services business and you have identified several
areas
targeted for growth, including new tools and services development
and
expanded sales and marketing efforts.

If you have made preliminary decisions about your future growth
potential and appropriate resource allocation, state the
approximate
amount to be used for each purpose and revise management`s
discussion
to provide a brief outline of these plans, including the likely
priority of, and contingencies affecting, such plans.

Dividends, Page 17
18. Clarify that the $6.1 million dividend to a subsidiary of TBG
related to a preferred stock investment in Extruded Metals, Inc.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Executive Summary, Page 22

Subscription-Based Business Model, page 22
19. Tell us supplementally and revise to explain the reasons why
sales of your non-deferred subscriptions occur most frequently in
the
fourth quarter.

Operating Expenses and Other Items, Page 24
20. On the bottom of page 24, you indicate that the restricted
stock
you issued will vest over a three-year period for which you will
record the cost ratably over the vesting period.  Help us
understand
why a significant portion of the charge will be recorded in 2005,
if
the options vest ratably.  Is there an alternative vesting
schedule
that you believe is probable of occurring?  Please advise and
revise
as necessary. Address similar disclosure that is set forth in the
last sentence in Note 12 to your audited financial statements.

Revenue Recognition, Page 25
21. We note that you have repeated your revenue recognition policy
descriptions within the Critical Accounting Policies in MD&A.
Your
discussion in this section is meant to supplement, not duplicate,
the
description of accounting policies in the footnotes. Within this
section you should:
* Identify the types of assumptions that underlie the most
significant and subjective estimates;
* Discuss the sensitivity of those estimates to deviation of
actual
results from your assumptions; and
* Describe circumstances that have resulted in revised assumptions
in
the past.

Revise your disclosures to provide meaningful insight into the
quality and variability of your critical accounting policies.  See
SEC Release No 33-8040 and FR-60.
22. Consider including in your executive summary a discussion of
revenues by segment as well as an overview of the driving forces
within each segment that management believes have had an effect on
the results in operations.

Results in Operations
Year ended November 30, 2004 Compared to the Year Ended November
30,
2003
23. You state that your revenues increased by 14% overall, with
revenues in the Energy segment increasing by nearly double that in
the Engineering segment and that the driving force has been
increased
sales of critical information and decision-support tools in both
segments as well as an increase in prices.  Please revise to
describe
the contributing factors relating to the significant increases in
sales.  Also revise to quantify the effect of price changes on
your
revenues during this and other periods.

Net Gain on Sale of Assets, Page 30
24. Tell us supplementally and revise to provide disclosure about
the
settlement of a revenue-based earn-out arrangement you recorded in
2003 and 2004.

Year ended November 30, 2003 Compared to the Year Ended November
30,
2002
25. You discuss cost reduction initiatives, including headcount
reductions, undertaken in 2003 that contributed to the decrease in
cost of revenue.  What factors led to the cost reduction
initiatives?
Do you anticipate that these factors will impact your margins in
future periods?

Liquidity
26. Briefly outline the material covenants under your $125 million
revolving credit agreement.

Business, Page 37
27. Please expand the business section to include a background
discussion of the November 2004 reorganization and
recapitalization
and describe their business purpose.
28. Please identify your subsidiaries for each of the business
segments.
29. State whether the patents you have applied for are U.S. or
foreign applications.  See page 49.
30. You claim on page 39 that your tools and services can reduce
the
operating costs and increase the productivity of your customers.
Please provide a basis for these assertions.
31. We note that you intend to expand your geographic coverage to
include emerging markets, such as China, Russia and India.  To the
extent that delivering your tools and services in these
environments
pose operating, regulatory or other complexities peculiar to
emerging
markets, please include an appropriate discussion.  Further, we
note
your statement in risk factors that one of the risks associated
with
your international operations is political instability. Please
advise.
32. Regarding your offerings for each of the energy and
engineering
segments, please clarify how your offerings are delivered.  For
example, you state on page 40 that you provide comprehensive
critical
information relating to that segment through online and "other
electronic subscriptions."  How does the subscription service
operate
and what do the other electronic subscriptions entail?  Similarly,
your discussion of decision-support tools references a range of
applications from easy to use "browse and search" applications to
sophisticated project tools.  The disclosure does not provide a
comprehensive understanding of the methods of distributing your
tools
and services.  Consider including a comprehensive table or chart
identifying by segment all of the various tools, applications,
subscriptions, products and services you offer.
33. Intellectual Property:  State the number and duration of all
trademarks.

Compensation Committee Interlocks and Insider Participation, Page
54
34. It appears that Mr. Stead, an executive officer of IHS, served
on
the board of TBG while Mr. v. Staudt served and continues to serve
as
Executive Vice President for TBG and on the board of IHS.  See
Item
402 (j)(3)(ii).  Please advise or revise.
35. Briefly explain the performance objectives for fiscal year
2004
for the purposes of determining Mr. Picasso`s bonus.
36. Please disclose why you have elected to rely on date of grant
rather than the mid-point of the initial public offering price in
computing the "potential realizable value" columns of the option
grant table at page 57.  If you do not use the mid-point of the
offering price range to compute these columns, identify who
computed
the fair market values and provide a reasonably detailed
explanation
of the methodologies used to support the conclusions about the
fair
ma