SecProbe.io

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Mail Stop 4-6

      July 15, 2005

Richard Rudman
President and Chief Executive Officer
Vocus, Inc.
4296 Forbes Boulevard
Lanham, MD  20706

Re:  	Vocus, Inc.
	Form S-1 filed June 15, 2005
	File No. 333-125834

Dear Mr. Rudman:

    We have reviewed your Form S-1 and have the following comments
on
your financial statements.  Remaining comments will be sent to you
shortly.  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 additional information so we may better understand your
disclosure.  After reviewing this information, we may 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.

Vocus, Inc. and Subsidiaries Consolidated Financial Statements

Consolidated Statements of Operations, page F-4

1. We note that you generate revenue from software license
subscription agreements and related services.  Revise your
statements
of operations to separately present license revenue from service
revenue.  The staff believes that costs relating to each type of
revenue similarly should be reported separately on the face of the
income statement.  See Rule 5-03(b)(1) of Regulation S-X and SAB
Topic 13B.  Also revise your results of operations discussion in
MD&A
accordingly.

Notes to Consolidated Financial Statements

Note 1.  Business Description and Basis of Presentation, page F-7

Unaudited Pro Forma Financial Information

2. We note that pro forma net loss attributable to common
shareholders per share gives effect to the conversion of
outstanding
preferred stock.  Also include in the denominator common shares
whose
proceeds will be used for the repayment of debt.

Note 2. Summary of Significant Accounting Policies, page F-7

Revenue Recognition and Accounting Change, page F-9

3. We note that upon the adoption of EITF 00-21 on January 1,
2003,
the Company recorded a cumulative effect of a change in accounting
principle.  Revise your financial statements to retroactively
restate
the change in accounting principle for all periods presented in
accordance paragraph 29 of APB 20.

4. We note that on January 1, 2003, you changed your revenue
recognition policy to define all of the elements in your multiple
element subscription arrangements as a single unit of accounting,
and
now recognize all fees over the subscription period, which is
typically one year.  We also note from your revenue recognition
policy disclosure that the estimated life of a customer is three
years.  Explain how you considered the guidance in SAB Topic
13(A)(3)(f) in your recognition of the single unit of accounting
over
the one year subscription period rather than over the three year
estimated life of a customer.  In this regard, footnote 39 of SAB
Topic 13(A)(3)(f) indicates that the revenue recognition period
should extend beyond the initial contract period if the
relationship
with the customer is expected to extend beyond the initial term
and
the customer continues to benefit from the payment of the upfront
fee.  As part of your response, also explain how you determined
that
the estimated customer life is three years.

5. We note that you recognize revenue from subscription
arrangements
over the term of the subscription.  Tell us and disclose when you
consider the term of the subscription to begin.  In this regard,
we
note from your disclosure that initial services include
implementation.  Indicate how you consider the implementation
period
in determining when you begin to recognize revenue.
6. Tell us and revise to disclose how you considered the guidance
in
EITF 00-3 in accounting for your subscription arrangements.  In
this
regard, indicate whether the customer has the right to take
possession of the software at any time during the arrangement
without
significant penalty or costs and whether it is feasible for the
customer to either run the software on its own hardware or
contract
with another unrelated party to host the software without
significant
penalty.

7. We note that you recognize revenue generated from the royalty
agreement with a reseller upon obtaining persuasive evidence that
the
service has been sold.  Tell us and revise to disclose the type of
evidence obtained from the reseller and the timeliness of this
evidence

8. You indicate on page 43 that resellers are being utilized in
Spain, France, and Hong Kong.  Tell us and revise to disclose how
revenue generated through these resellers is being recognized and
indicate how you confirm that an end-user has purchased your
solution.  Describe the type of evidence obtained from the
reseller
and the timeliness of this evidence.  Indicate whether there are
any
rights of return held by the resellers.  If so, tell us how your
accounting complies with paragraph 6 of SFAS 48.

9. We note that revenue from professional services is recognized
as
services are performed.  From disclosure on page 26, we also note
that these services are sold on a fixed fee basis.  Tell us and
revise to disclose how you measure when services are performed.
Also
describe your process of assessing when an anticipated loss should
be
recognized.

10. You indicate in your sources of revenue discussion on page 25
of
MD&A that you generally invoice your customers with payment terms
of
30 days.  Tell us and disclose how you recognize revenue on
contracts
that involve payment terms greater than 30 days.

11. We note from your results of operations discussion in MD&A
that
you earned a termination payment on a terminated customer contract
in
2004.  Tell us and revise to disclose your accounting policy for
these types of fees.

12. You indicate in Note 3 on page F-13 that the operating results
of
Gnossos Software, Inc. have been included in the consolidated
financial statements since November 8, 2004.  Revise to include a
discussion of your revenue recognition policy related to the
customer
contracts acquired from Gnossos.

Note 3. Acquisitions, page F-13

13. We note that you used the market approach to determine the
estimated fair value of the Company`s common stock issued to the
sellers in connection with your acquisitions of Gnossos in
November
2004 and Public Affairs Technologies in January 2003.  Provide us
with your assumptions and supporting analysis of the determination
of
the estimated fair value.  Also tell us how this estimated fair
value
compared to the exercise price or conversion price of stock-based
awards granted during each of these periods.

Note 6. Debt, page F-16

14. Revise your disclosure to include a description of any loan
covenants and whether you have complied with those covenants.
Alternatively, confirm to us that your agreements do not contain
any
such provisions.

Note 7. Redeemable Convertible Preferred Stock, page F-17

15. Explain to us your accounting treatment for the provision in
the
Series C purchase agreement in which you agreed to issue the
number
of additional shares of Series C equal to any amount paid under
the
call agreement that secures your borrowings under the Revolving
Loan
Agreement divided by $2.2879.  Cite the authoritative literature
relied upon in your accounting.  Tell us how you considered the
guidance of SFAS 133, EITF 00-19 and FIN 45.  Also tell us and
disclose whether this provision will be modified upon automatic
conversion of all Series C shares at the time of the effectiveness
of
the IPO.

16. We note that in connection with the issuance of Series B in
January 2003, the Board of Directors authorized the purchase of
618,048 shares of common stock from two executives for a price per
share of $1.618.  Provide us with your analysis supporting the
determination of the estimated fair value of $0.82 per share for
the
common stock repurchased.  Also tell us how this estimated fair
value
compared to the exercise price or conversion price of stock-based
awards granted during this time.

Note 9. Employee Benefit Plans, page F-18

17. Please provide us with the following information in
chronological
order for stock option grants and other equity related
transactions
for the one year period preceding the December 31, 2004 balance
sheet
date and through the date of your response:

* The type of security;
* The date of grant/issuance;
* Description/name of option or equity holder;
* The reason for the grant or equity related issuance;
* The number of options or equity instruments granted or issued;
* The exercise price or conversion price;
* The fair value of underlying shares of common stock;
* The total amount of compensation deferred, beneficial conversion
feature and expense recognized and reconciled to your financial
statement disclosures and the magnitude and timing of the
amortization expense; and
* A reference to the authoritative accounting guidance relied upon
for each non-option grant equity transaction.
	Continue to provide us with updates to the requested
information
for all equity related transactions subsequent to this request
through the effective date of the registration statement.

18. Provide us with objective evidence that supports your
determination of fair value of the underlying shares of common
stock
at each grant or issue date.  Where you have used valuation
methods
to determine the fair value of common stock, provide us with your
assumptions, supporting analysis, and copies of any valuation
reports
obtained from a valuation specialist.  Highlight any transactions
with unrelated parties believed by management to be particularly
strong evidence of objective fair value per share.  Describe
significant intervening events within the Company and the broader
market that explain the significant changes in the fair value of
your
common stock.  Your response should clarify the reasons for any
difference between the fair value at the transaction date and the
estimated IPO price range.  Tell us what consideration you gave to
the AICPA`s Audit and Accounting Practice Aid - "Valuation of
Privately-Held-Company Equity Securities Issued as Compensation"
disclosure guidance in paragraphs 179-182.  Please revise as
applicable.

Gnossos Software, Inc. Financial Statements

Statements of Operations, page F-24

19. We note that Gnossos generates revenue from software licensing
and related services, including maintenance and support,
implementation, and professional services.  Revise the statements
of
operations to separately present license revenue from service
revenue.   The staff believes that costs relating to each type of
revenue similarly should be reported separately on the face of the
income statement.  See Rule 5-03(b)(1) of Regulation S-X and SAB
Topic 13B.

Notes to Financial Statements

Note 1. Organization and Summary of Significant Accounting
Policies,
page F-27

Revenue Recognition

20. You indicate that since you have not established VSOE of fair
value for the separate deliverables in your arrangements, the
entire
fee is recognized ratably over the maintenance and support
contract
term beginning when the remaining basic criteria are met.  Tell us
and disclose when the maintenance and support contract term
commences
and how you consider the implementation period in determining when
you begin to recognize revenue.

21. We note that revenue from professional services is recognized
as
service is provided.  Tell us and revise to disclose how you
measure
when the services are performed.

      As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  We may have
additional comments based on reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

    	Furnish requests for acceleration on behalf of the company
and
the underwriters at least two days prior to the requested
effective
date.  Refer to Rules 460 and 461 of Regulation C of the
Securities
Act of 1933 and Rule 15c2-8 of the Securities and Exchange Act of
1934 regarding distribution of the preliminary prospectus,
requests
for acceleration and notification of NASD review and concurrence.

    	You may contact Morgan Youngwood at 202-551-3479 or Melissa
Walsh at 202-551-3224, if you have questions regarding comments on
the financial statements and related matters.  Please address all
other comments to Maryse Mills-Apenteng at 202-551-3457.  If you
require further assistance you may contact the undersigned at 202-
551-3462.  If you still require further assistance, please contact
Barbara C. Jacobs, Assistant Director, at 202-551-3730.

								Sincerely,

								Mark P. Shuman
								Branch Chief - Legal

cc:	Stephen A. Riddick, Esq.
      Greenberg Traurig, LLP
      800 Connecticut Avenue, N.W.  Suite 500
      Washington, D.C.  20006

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Richard Rudman
Vocus, Inc.
July 15, 2005
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