SecProbe.io

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Mail Stop 4561

      August 31, 2005

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

Re:  	Vocus, Inc.
	Amendment No. 2 to Form S-1
      Filed on August 5, 2005
	File No. 333-125834

Dear Mr. Rudman:

    We have reviewed your responses and have the following
comments.
Comments 1 through 7 below relate to our comment letter dated July
18, 2005.  The remaining comments relate to our comment letter
dated
July 15, 2005.  Feel free to call us at the telephone numbers
listed
at the end of this letter with any questions or concerns you may
have.

General
1. See prior comment 3.  Please amend the paragraph following the
table of contents to specifically acknowledge your responsibility
to
ensure that the information in the prospectus is materially
complete
and accurate throughout the prospectus delivery period.

Summary
2. See prior comment 7 in our letter dated July 18, 2005.  It
appears
that the references to the PR services market expenditures take
into
account a market much larger than your target market.  Your
revised
disclosure attempts to better define how your niche market fits
within the broader scope of the reports you cite; however, it does
so
in vague and non-quantified terms.  It appears therefore that
because
the market for your software product is more limited than the
market
the study references, inclusion of this information in the summary
section, which must be limited to key aspects of the offering, is
not
appropriate.  This discussion, if retained, should be moved to an
appropriate section in the body of the prospectus, such as the
business section.
3. In addition, to the extent the reference to the $110 billion
market is retained, please expand the discussion to clarify that
this
reference to market size represents the company`s estimate of a
market and to explain in the manner supplementally provided how
the
estimate was reached.  Further, please provide a more detailed
comparison of the market described to the market for which the
company provides goods and services.

Risk Factors
4. See prior comment 13.  Please revise the risk factor to
quantify
the increase in growth the company has experienced for all
relevant
periods as discussed in MD&A.  Disclose the total growth increase
for
the company both in percentage and in numbers of new hires.

Vocus, Inc. and Subsidiaries Consolidated Financial Statements
5. Please update the financial statements pursuant to Rule 3-12 of
Regulation S-X.  Also include an updated consent from your
independent accountants.

Management`s Discussion and Analysis
6. We reissue in part prior comments 17, 18 and 22.  Please revise
the disclosure to state whether prices changed over the three-year
period, and if so, to identify what the impact of the price
changes
were from year to year on the fluctuations in revenues.  The
revised
discussion on page 31 as to the average revenue per customer
remaining stable does not address whether there were changes in
prices or changes in volume.  And what, for example, was the
effect
that the increase in price discussed under revenues for the years
ended December 31, 2003 and 2002 on page 32 on the revenues,
compared
to the volumes sold?  Please review the disclosure and revise as
appropriate.  Management`s Discussion and Analysis should provide
management`s views on the ways in which changes from period to
period
impacted the company`s performance and the factors it believes
significantly influenced the results.  Please address the comments
raised by enhancing the disclosure with respect to management`s
evaluation of how the company performed given the underlying
business
conditions you have identified.
7. See prior comment 21.  The percentage increase, without a
baseline
understanding of the number of employees in each segment, lacks
appropriate context.  Please revise to disclose the number of
employees hired in each segment.  As for the 40% increase in
professional services personnel, why was this increase double the
increases in other areas?  Was the increase related to an attempt
to
increase coverage geographically, to specified new contracts, or
were
there other reasons?

Liquidity and Capital Resources
8. We reissue prior comment 24 in part.  Please file the call
agreement pursuant to Item 601(b)(10)(ii)(A) of Regulation S-K,
which
requires the filing of "any contract to which . . . security
holders
named in the registration statement . . . are parties. . . ."
Please
note additionally that Item 601(b)(10) requires filing of a
contract
where the registrant or its subsidiary "has a beneficial interest"
as
with the call agreement.  Moreover, the fact that the contract
will
be terminated with the consummation of the offering does not cause
it
to fall outside of the reach of Item 601(b)(10), which covers
contracts to be performed in whole or in part "at or after the
filing
of the registration statement. . . ."

Business
9. See prior comment 28.  Tell us whether the IDC report you now
cite
as a source of claims regarding cost savings is generally
available
to the public at nominal or no payment.
10. See prior comment 29.  To provide more balanced disclosure
regarding the costs savings associated with your products and
services, please include a discussion in the business section
describing the process by which the cost of product enhancements
are
passed on to customers.

Additional Information
11. Please be advised that the Commission no longer maintains
public
reference rooms outside of Washington, D.C.

Exhibits
12. We note that you have filed a number of material agreements in
response to prior comment 36 but have not included any discussion
or
summary of the material terms in the business section of the
prospectus.  Clarify how you determined that these agreements are
material to the company?  For each material agreement, please
expand
the disclosure to describe the material terms or provide us with
your
analysis as to why such disclosure is not warranted.

Notes to Consolidated Financial Statements

Note 3. Acquisitions, page F-13
13. You indicate in response to prior comment number 13 from our
comment letter dated July 15, 2005 that in order to value the
common
stock issued in connection with the PAT acquisition, you used a
valuation based on a contemporaneous equity transaction. Your
disclosure on page F-14 indicates that you used a market approach.
Please reconcile this disclosure with your response.

Note 9. Employee Benefit Plans, page F-18
14. You indicate in response to prior comment number 17 that
option
grants between November 2004 and February 2005 were based on the
November 2004 Valuation Report.  In maintaining the fair value of
your common stock during this time period, tell us how you
considered
significant intervening events within the Company and the broader
market.  For example, we note that during this period you acquired
Gnossos, obtained a revolving line of credit and completed the
Series
C round of financing.
15. You indicate in response to prior comment number 18 that you
obtained contemporaneous independent valuations.  Considering that
the valuations for February 2004, November 2004, and March 2005
were
all prepared after the date of the valuations, explain to us why
you
consider these to be contemporaneous valuations.  In this regard,
contemporaneous signifies at or around the valuation date.  Refer
to
Chapter 7 of the AICPA`s Audit and Accounting Practice Aid
"Valuation
of Privately-Held-Company Equity Securities Issued as
Compensation"
(the "Practice Aid").
16. We note your response to prior comment number 18 in which you
have addressed how you considered the disclosure guidance in
paragraphs 179-182 of the Practice Aid.  Tell us what
consideration
was given to also disclosing in the notes to financial statements
whether the valuations used to determine the fair value of common
stock were contemporaneous or retrospective as recommended in
paragraph 179(b) of the Practice Aid.

    	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.

	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:	Via facsimile:  202-261-0149
      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.
August 31, 2005
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