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FOIA Confidential Treatment Requested by IHS Inc.

IHS Inc.

15 Inverness Way East

Englewood, Co 80112

 May 9, 2005

Barbara
C. Jacobs

Assistant Director

Division of Corporate Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Mail Stop 0406

Washington D.C. 20549

Re:IHS Inc. (the "Company")

Registration Statement on Form S-1, Amendment No. 3

File No.: 333-122565

Dear Ms. Jacobs:

        This
letter responds to comments of the Staff (the "Staff") of the Securities and Exchange Commission (the
"Commission") contained in your letter dated April 28, 2005 (the "Comment Letter") regarding
Amendment No. 2 to the Registration Statement (the "Registration Statement"). In conjunction with this letter, the Company is filing via EDGAR
Amendment No. 3 to the Registration Statement ("Amendment No. 3").

        The
Company has also enclosed three clean copies of Amendment No. 3, as well as three copies marked to show changes from Amendment No. 2. The changes reflected in Amendment
No. 3 include those made in response to the Comment Letter and various other changes that are intended to update, clarify and render the information complete.

        Please
note that in a separate letter dated April 29, 2005, in response to comment number 2 contained in your letter dated March 7, 2005, the Company submitted for your
review two pages of graphics which it intends to use as the inside front and back covers of its prospectus.

        For
reasons of business confidentiality, in a separate letter dated the date hereof, we requested that certain confidential information not be disclosed in response to any request made
under the Freedom of Information Act or otherwise. Accordingly, pursuant to Rule 83 (17 C.F.R. 200.83) of the Rules of Practice of the Commission and in compliance with the procedures
outlined in the Staff's Current Issues and Rulemaking Projects, Quarterly Update, Division of Corporation Finance (June 30, 2001), a complete copy of this letter will be provided only in paper
form and not electronically as correspondence under the SEC's EDGAR system. A redacted version, which excludes the confidential information, has been or will promptly be filed electronically on the
Commission's EDGAR system as correspondence.

        Set
forth below are the Staff's comments numbered 1 through 12 and responses to the comments. Page references in the Company's responses below correspond to the
page numbers in the marked version of Amendment No. 3.

General

1.We note your references in this amendment to the April 2005 private placement with entities affiliated with General Atlantic. Please provide a thorough
integration analysis with respect to the private offering and the IPO. Please provide your analysis as to why you believe Section 4(2) was available to you for this private placement,
which will be completed simultaneously with the closing of the initial public offering. Please address general solicitation of these investors. We may have further comments.

        The
Company has relied on the position of the Staff with respect to integration of private and public offerings expressed in the Black Box
Incorporated (available June 26, 1990) and Squadron, Ellenoff, Pleasant & Lehrer (available February 28,
1992) no-action letters. Specifically, the private placement was made to a limited number of institutional accredited investors, each of which is part of a very large and highly
sophisticated family of private equity funds affiliated with General Atlantic LLC. For reasons more fully described below, the Company views the purchasers in the private placement as collectively
constituting one investor.

        In
the private placement, pursuant to a Stock Purchase Agreement dated April 11, 2005 (filed as exhibit 10.2 to Amendment No. 2 to the Registration Statement), the
Company agreed to sell an aggregate of $75 million of shares of its Class A common stock to affiliates of General Atlantic LLC. Of the total shares to be purchased, 91.7% will be
purchased by General Atlantic Partners 80, L.P. ("GAP LP") and the remainder will be purchased by two co-investment entities affiliated with GAP LP. Specifically, 6.9% will be purchased by
GAP Coinvestment III, LLC and 1.4% will be purchased by GAP Coinvestment IV, LLC.

        In
connection with the private placement, each of the purchasers made written representations upon which the Company relied in concluding that the offering was a valid private placement.
These representations may be summarized as follows:

•Each
of the purchasers is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act.

•The
purchasers are "affiliates" of each other within the meaning of Rule 12b-2 under the Exchange Act and together constitute a "group" as defined in
Rule 13d-5 promulgated under the Exchange Act.

•The
purchasers are part of larger "group" of investment entities (the "General Atlantic Group") that are "affiliates" of General Atlantic LLC. General Atlantic LLC is a
private equity investment firm that invests in information technology, media and communications companies on a global basis. The General Atlantic Group beneficially owns assets with a fair market
value in excess of $100 million.

•The
two co-investment entities and GAP LP are investing in the shares of Class A common stock of the Company side-by-side on the
same terms. Investment decisions on behalf of GAP LP and the co-investment entities are made by the managing members of General Atlantic LLC and are made with respect to all three entities
as a group. The allocation of the shares among GAP LP and the two co-investment entities was made based on the same allocation percentages that General Atlantic LLC applies to other new
investments made or to be made by the General Atlantic Group during calendar year 2005.

        The
Company believes that the private placement is consistent with the policy expressed by the Commission in the Black Box and  Squadron, Ellenoff no-action
letters and that it should not be integrated with the public offering. Each of the purchasers is an
institutional accredited investor, and they are part of a very large and highly sophisticated family of private equity funds with assets in excess

of $100 million. The Company believes that the purchasers should be viewed together as a single investor. As described in the representations made to the Company by the purchasers, the decision
by the General Atlantic Group to invest in a portfolio company is a single investment decision, and the investment is then allocated among the primary investment vehicle (in this case, GAP LP) and the
co-investment entities according to a pre-determined allocation formula. We also note that by purchasing shares of Class A common stock in a private placement instead of
through the registered offering, General Atlantic is receiving restricted securities. Furthermore, General Atlantic has agreed to a 2-year lockup period with respect to the shares
purchased.

        We
have been advised by General Atlantic that a private placement to entities controlled by General Atlantic with substantially similar facts was reviewed by the Staff in connection with
the initial public offering by SRA International, Inc. (Registration No. 333-83780), which was completed in May 2002.

        With
respect to the Staff's concerns regarding general solicitation, the Company wishes to advise the Staff that it has not (1) distributed a preliminary prospectus to any
potential investors, whether potential
private investors or potential investors in the public offering, or (2) conducted any "road show" meetings with potential investors.

        In
reaching its conclusion regarding the private placement, the Company consulted with its outside counsel, Davis Polk & Wardwell. In addition, General Atlantic consulted with its
outside counsel, Paul Weiss Rifkind Wharton and Garrison. The private placement was also reviewed by Sullivan & Cromwell LLP, counsel for the underwriters.

2.We note your April 11, 2005, response to our prior comment regarding your contacts with Libya, Sudan and Syria.

You have advised us of your view as to whether your contacts with Libya, Sudan and Syria constitute a material investment risk to your security holders. Please also advise us
of your view as to the materiality to the Company of its contacts with these countries, individually and in the aggregate. As noted in our prior comment, evaluations of materiality should not be based
solely on quantitative factors, but should include consideration of all factors that a reasonable investor would deem important in making an investment decision.

In light of legislation recently introduced in several states proposing divestment from Sudan, it appears to the staff that it would be appropriate for the registration
statement to include specific disclosure of the fact that the Company provides free copies of its GEPS product to the Ministry of Energy and Mining in Sudan. Please advise, or revise as
appropriate.

We note your representation that access to the single account that constituted your only contact with Syria would be consistent with OFAC regulations that became effective on
March 31, 2005, several months after the account was opened. Please confirm for us, if true, that the opening and existence of the account was in compliance with all U.S. regulations
applicable at any time from the date the account was opened until it was rendered inactive.

        The
Company supplementally advises the Staff that it does not believe that its contacts with Libya, Sudan and Syria are material, either financially or otherwise, whether viewed
individually or in the aggregate. In reaching this determination, the Company considered both quantitative factors and factors that a reasonable investor would deem important in making an investment
decision.

        The
Company also advises the Staff that it no longer provides free copies of its GEPS product to the Ministry of Energy and Mining in Sudan. In addition, the Company hereby confirms that
the opening and existence of the account in Syria was in compliance with Executive Order 13338 and all

applicable U.S. export regulations from the date the account was opened until the date it was rendered inactive.

3.See prior comment 4. Tell us whether there are multiple contracts with any one SDO that were the source of in excess often percent of the company's revenues
during 2004. If so, file each such contract under Item 601(b)(10)(ii)(B) of Regulation S-K. Note that this requirement applies to contracts entered into in the ordinary
course of business.

        The
Company acknowledges the Staff's comment and hereby confirms that it does not have multiple contracts with any one SDO that when aggregated were the source of more than ten percent
of the Company's revenues during 2004.

Use of Proceeds

4.See prior comments 7 and 8. We note the revisions made in response to comment 8 and view them as not fully addressing our concerns that the company may have
current, if not definitive, plans for the use of the proceeds that constitute appropriate disclosure under this section. To the extent that the company determines it has such plans prior to
effectiveness, they should be disclosed.

        The
Company acknowledges the Staff's comment and hereby confirms that it does not have any current or definitive plans for the use of the proceeds. In addition, the Company hereby
represents that, to the extent it develops such plans prior to effectiveness, such plans will be disclosed in a pre-effective amendment.

Business

5.See prior comment 14. It would appear, given that you have plans "currently under way" to outsource business process operations, that India-specific risk factor
disclosure is warranted. You state in your supplemental response that you disclosed the general types of risks that could apply to your expansion plans. Please direct us to where this disclosure
appears. The risk factor on page 12 speaks to expansion in India only in the last paragraph and refers only to "additional and more significant risks" without identifying in any manner what
those risks might be. This language does not, as you suggest, help potential investors to understand the complexity and risks associated with pursuing opportunities in India, China or Russia. Please
revise to include country- or region-specific information that describes the "additional and more significant risks" you reference.

        The
prospectus has been revised to reflect the Staff's comment. See page 13 of Amendment No. 3. In addition, the Company wishes to clarify its belief that the general types
of risks that could apply to its expansion plans are addressed in the bullet points on page 13 of Amendment No. 3.

Non- GAAP Measures—EBITDA

6.We have reviewed your response to prior comment No. 3 and your revisions on pages 9 and 10 and it continues to appear that your presentation does
not satisfy 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.

•While you have attempted to overcome the burden of demonstrating the usefulness of Adjusted EBITDA as a performance measure, demonstrate the
usefulness of your underlying EBITDA measure that excludes recurring items (interest, taxes, depreciation and amortization) to evaluate performance.

•Management should identify significant factors that should be considered, and discuss significant trends or requirements not captured by the
measurements to ensure balance and avoid undue reliance on the measure.

•If you are able to overcome the burden of demonstrating the usefulness of your non-GAAP measures (EBITDA and adjusted EBITDA), revise to
include all of the disclosures identified in Question 8, Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.

        The
Company wishes to clarify the usefulness of its underlying EBITDA measure, which excludes interest, taxes, depreciation and amortization from GAAP net income. The Company believes
that these exclusions allow users to better assess its operating performance as follows:

•By
excluding interest income and expense, users can review the Company's operating performance prior to effects related to its capital structure. For example, analysts and
investors often eliminate the effects of a company's capital structure since a highly levered company will have significant interest expense, while a company with no debt might have interest income.
Since neither of these items directly relate to the company's core operations, the Company believes it is appropriate to exclude net interest income/expense from its EBITDA calculation.

•By
excluding the provision for income taxes, users can review pre-tax operating performance, which is unaffected by differing effective tax rates. The Company's
effective tax rate varies from period to period for a number of reasons, such as the utilization of tax planning strategies. In addition, the effective tax rates of the Company's peer companies may
not be comparable for many reasons, such as the existence of operations in jurisdictions with different tax rates and the utilization by some companies of net operating losses (NOLs). Since
management, analysts and investors generally review returns on a pre-tax basis, the Company believes it is useful to exclude the provision for income taxes from its EBITDA calculation.

•By
excluding depreciation and amortization, users can review operating performance without regard to these non-cash GAAP expenses, which presents a better
measure of a company's ability to generate free cash flow and invest in its business. In