SecProbe.io

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(LATHAM & WATKINS LLP LOGO)

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                                        File No. 039481-0002

September 22, 2005

VIA EDGAR AND HAND DELIVERY

Mr. Mark P. Shuman
Branch Chief - Legal
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Mail Stop 4561
Washington, D.C.  20549

      RE:   DEALERTRACK HOLDINGS, INC.
            REGISTRATION STATEMENT ON FORM S-1
            FILED ON JULY 28, 2005
            FILE NO. 333-126944

Dear Mr. Shuman:

      On behalf of DealerTrack Holdings, Inc. (the "REGISTRANT"), we are
responding to the comments of the Staff of the U.S. Securities and Exchange
Commission (the "COMMISSION") set forth in your letter dated August 24, 2005,
with respect to the Registrant's above-referenced Registration Statement on Form
S-1 filed with the Commission on July 28, 2005 (the "REGISTRATION STATEMENT").
Earlier today, the Registrant filed via EDGAR Amendment No. 1 to the
Registration Statement ("AMENDMENT NO. 1") revised to reflect changes prompted
by your comments and to include certain other information, including second
quarter financial information for the Registrant. Amendment No. 1 contains the
various revisions described below. For your convenience, we have enclosed a
courtesy package which includes five copies of Amendment No. 1, two of which
have been marked to show changes from the Registration Statement. Attached to
this letter are several exhibits that address certain of the topics addressed in
this letter. Exhibit A sets forth the relevant portions of the supporting
materials for the market and industry data cited in the prospectus. Exhibit B
sets forth a detailed analysis of the accounting treatment of all stock options
granted since January 1, 2004. Exhibit C sets forth one of the Registrant's
underwriter's NetRoadshow Master Services Agreement. Exhibit D sets forth
materials relating to the Registrant's directed share program. Exhibit E sets
forth a summary of the Registrant's equity transactions up to the current date.

      The Staff's comments are set forth below in bold, followed by the
Registrant's responses to each comment.

GENERAL

   1.    WE WILL PROCESS YOUR AMENDMENTS WITHOUT PRICE RANGES. SINCE THE PRICE
         RANGE YOU SELECT WILL AFFECT DISCLOSURE IN SEVERAL SECTIONS OF THE
         FILING, WE WILL NEED SUFFICIENT TIME TO PROCESS YOUR AMENDMENTS ONCE A
         PRICE RANGE IS INCLUDED AND THE MATERIAL INFORMATION
<PAGE>
MR. MARK P. SHUMAN
SEPTEMBER 22, 2005
PAGE 2

(LATHAM & WATKINS LLP LOGO)

         NOW APPEARING BLANK THROUGHOUT THE DOCUMENT HAS BEEN PROVIDED. PLEASE
         UNDERSTAND THAT THE EFFECT OF THE PRICE RANGE ON DISCLOSURE THROUGHOUT
         THE DOCUMENT MAY CAUSE US TO RAISE ISSUES ON AREAS NOT PREVIOUSLY
         COMMENTED ON.

Response: The Registrant respectfully acknowledges the Staff's comment.

   2.    WE NOTE THE INCLUSION OF RED HERRING LANGUAGE IN THE COVER PAGE. PLEASE
         CONFIRM THAT YOU HAVE NOT YET CIRCULATED THE PRELIMINARY PROSPECTUS.
         ANY PROSPECTUS THAT YOU CIRCULATE SHOULD BE COMPLETE EXCEPT FOR THE
         LIMITED INFORMATION YOU CHOOSE TO OMIT IN RELIANCE UPON RULE 430A.

Response: The Registrant confirms that it has not circulated a preliminary
prospectus and respectfully acknowledges that any preliminary prospectus that is
circulated is required to be complete, except for limited information omitted
pursuant to Rule 430A of the Securities Act.

   3.    PLEASE CONFIRM THAT YOUR COURTESY COPY INCLUDES ALL DIAGRAMS, PICTURES
         AND GRAPHIC INFORMATION TO BE USED IN THE PROSPECTUS. NOTING THE
         GRAPHICS ON THE PAGE IMMEDIATELY PRIOR TO THE TABLE OF CONTENTS, PLEASE
         ADVISE US TO THE USE OF THE DESCRIPTION "TOP 20 INDEPENDENT FINANCING
         SOURCES," "ALL MAJOR CREDIT BUREAUS" AND "OVER 80% OF ALL FRANCHISED
         DEALERS." WE NOTE THE USE OF THESE TERMS HERE AND YOUR DESCRIPTION ON
         PAGE 1 YET WE ARE UNABLE TO FIND ANY DISCUSSION WHERE YOU DESCRIBE THE
         PARAMETER USED TO ESTABLISH THAT THAT THE 20 INDEPENDENT FINANCING
         SOURCES ARE THE TOP OR LARGEST FINANCING SOURCES, HOW YOU DEFINE A
         "MAJOR" CREDIT BUREAU AND THE BASIS FOR THE CONCLUSION THAT YOUR
         NETWORK INCLUDED 80% OF ALL FRANCHISED DEALERS. PLEASE REVISE YOUR
         DISCLOSURE TO CLARIFY THESE STATEMENTS.

Response: The Registrant confirms that the courtesy copy included all diagrams,
pictures and graphic information to be used in the prospectus. The Registrant
has added disclosure in the "Market and Industry Data" section of the prospectus
to describe the parameters for defining "top 20 independent financing sources"
and "major" credit bureaus and the basis for the conclusion that the
Registrant's network includes 80% of all franchised dealers, as requested.
Please refer to page 29 of Amendment No. 1.

OUTSIDE FRONT COVER PAGE

   4.    PLEASE DELETE THE WORDS, "JOINT BOOK-RUNNING MANAGERS" AND "CO-LEAD
         MANAGER" FROM THE OUTSIDE FRONT COVER PAGE OF THE PROSPECTUS, SINCE THE
         MEANING AND SIGNIFICANCE OF THESE REFERENCES TO POTENTIAL INVESTORS IS
         UNCLEAR AND AN EXPLANATION WOULD NOT BE CONSISTENT WITH RULE 421(D).

Response: The Registrant has deleted the words "Joint Book-Running Manager" and
"Co-Lead Manager" from the outside front and back cover pages of the prospectus,
as requested.

   5.    PLEASE STATE HOW THE UNDERWRITERS WILL APPORTION BETWEEN THE REGISTRANT
         AND SELLING SHAREHOLDERS SHOULD THE UNDERWRITERS NOT EXERCISE THE
         COMPLETE OVERALLOTMENT AMOUNT (E.G., APPORTIONMENT WOULD BE DONE ON A
         PRO RATA BASIS.)

Response: Subsequent to the filing of the Registration Statement, the Registrant
has determined that all shares sold pursuant to the over-allotment option, if
any, will be primary shares sold by the Registrant and
<PAGE>
MR. MARK P. SHUMAN
SEPTEMBER 22, 2005
PAGE 3

(LATHAM & WATKINS LLP LOGO)

         not secondary shares sold by the selling stockholders. The Registrant
         has revised the disclosure on the outside front cover page of the
         prospectus and throughout Amendment No. 1 accordingly.

PROSPECTUS SUMMARY, PAGE 1

   6.    PLEASE REVISE YOUR OPENING PARAGRAPH TO CLARIFY THAT THE SUMMARY IS
         MATERIALLY COMPLETE. INVESTORS WILL BE AWARE OF THE INCOMPLETE NATURE
         OF ANY SUMMARY.

Response: The Registrant has revised the opening paragraph on page 1 of
Amendment No. 1 to clarify that the summary is materially complete, as
requested.

OUR BUSINESS, PAGE 1

   7.    PLEASE PROVIDE APPROPRIATE CONTEXT FOR THE CLAIM THAT YOU ARE A
         "LEADING" PROVIDER OF ON-DEMAND SOFTWARE AND DATA SOLUTIONS FOR THE
         AUTOMOTIVE RETAIL INDUSTRY IN THE UNITED STATES." DISCLOSE THE BASIS
         FOR THE CONCLUSION THAT YOU ARE A LEADER IN YOUR INDUSTRY, I.E., NUMBER
         OF FINANCIAL INSTITUTION CUSTOMERS OR NUMBER OF DEALER CUSTOMERS,
         REVENUES, INCOME, MARKET SHARE, TECHNOLOGY OF YOUR PRODUCTS, ETC.
         ENSURE THAT THE CLAIM YOU ARE MAKING IS BALANCED TO PROVIDE A COMPLETE
         AND ACCURATE CONTEXT FOR THE CLAIM. HOW DOES YOUR STATUS COMPARE TO
         THAT OF SIGNIFICANT COMPETITORS WITH RESPECT TO IMPORTANT MEASURES OF
         LEADERSHIP? IF THE ASSESSMENT OF YOUR RELATIVE STATUS IS NOT BASED ON
         THE OPINIONS OF INDEPENDENT THIRD PARTIES, REPHRASE THE CLAIM TO CONVEY
         THAT IT IS YOUR BELIEF.

Response: The Registrant has added disclosure in the "Market and Industry Data"
section of the prospectus to provide context for the claim that it is a leading
provider of on-demand software and data solutions for the automotive retail
industry in the United States based on the number of dealer customers and
financial institution customers on its network, as requested. Please refer to
page 29 of Amendment No. 1.

OUR SOLUTION, PAGE 2
OUR COMPETITIVE STRENGTHS, PAGE 2
OUR GROWTH STRATEGY, PAGE 3

   8.    PLEASE REVISE THESE THREE SUBSECTIONS OF THE SUMMARY TO LIMIT THE TEXT
         OF THESE SALES-TYPE DESCRIPTIONS OF YOUR BUSINESS PLAN AND CONSIDER
         INCLUDING A BRIEF SUMMARY OF ONLY THE MORE SALIENT ASPECTS OF YOUR
         BUSINESS PLAN. AS YOU REPEAT THIS DISCLOSURE THROUGHOUT, THE EXTENSIVE
         DISCUSSIONS APPEAR UNNECESSARILY LONG.

Response: The Registrant respectfully submits that the text under the caption
"Our Solution" is helpful to explain to prospective investors how the
Registrant's products function in the marketplace. As a result, most of this
text has been retained. However, the Registrant has revised the disclosure under
the captions "Our Competitive Strengths" and "Our Growth Strategy," as
requested. Please refer to pages 2 through 4 of Amendment No. 1.
<PAGE>
MR. MARK P. SHUMAN
SEPTEMBER 22, 2005
PAGE 4

(LATHAM & WATKINS LLP LOGO)

   9.    REGARDING YOUR DESCRIPTION OF YOUR "BROAD AND INTEGRATED SUITE OF
         SOLUTIONS" ON PAGE 3, PLEASE REVISE TO STATE WHAT ABOUT YOUR SOLUTIONS
         PROVIDES YOU WITH A COMPETITIVE ADVANTAGE AND THAT IS SUPERIOR TO THAT
         OF YOUR COMPETITORS POSSESS.

Response: The Registrant has added disclosure to explain how its "broad and
integrated suite of solutions" provides it with a competitive advantage over
certain of its competitors, as requested. Please refer to page 3 of Amendment
No. 1.

RECENT DEVELOPMENTS
ACQUISITIONS, PAGE 4

   10.   WITH RESPECT TO THE THREE ACQUISITIONS, PLEASE STATE THE TOTAL
         CONSIDERATION PAID AND TYPE OF CONSIDERATION PAID OR TO BE PAID.

Response: The Registrant has revised the disclosure to include the total
consideration and type of consideration paid or to be paid for each of these
three acquisitions, as requested. Please refer to page 4 of Amendment No. 1.

TRANSACTIONS AND RELATIONSHIPS WITH CERTAIN OF THE UNDERWRITERS AND THEIR
AFFILIATES, PAGE 5

   11.   WE NOTE YOUR DESCRIPTION HERE IN THE SEVENTH BULLET POINT AND ON PAGE
         93 OF A ROYALTY-FREE LICENSE OBTAINED FROM A FINANCING SOURCE AFFILIATE
         OF JP MORGAN. PLEASE TELL US WHETHER THIS LICENSE IS MATERIAL TO YOUR
         OPERATIONS. IF SO, PLEASE REVISE TO DESCRIBE THE TERMS OF HOW YOU
         OBTAINED THIS LIMITED TECHNOLOGY FROM A FINANCING SOURCE CLIENT AND
         WHETHER THERE ARE ANY PAYMENTS OR OTHER CONSIDERATION, NOTWITHSTANDING
         THE LACK OF ROYALTY FEES.

Response: The Registrant has filed a copy of the license agreement as an exhibit
to the Registration Statement as a material contract. The Registrant has revised
the disclosure to state that the license was obtained as a contributed asset
during its initial capitalization and that there are no payments or other
ongoing consideration required of the Registrant in connection with the license
agreement. Please refer to pages 5 and 97 of Amendment No. 1.

RISK FACTORS, PAGE 12

   12.   WE NOTE A NUMBER OF YOUR RISK FACTORS ARE LENGTHY AND INCLUDE MULTIPLE
         RISKS UNDER A SINGLE CAPTION. FOR EASE OF INVESTOR UNDERSTANDING,
         PLEASE REVISE TO PRESENT EACH DISTINCT RISK WITH A SEPARATE HEADING AND
         RELATED TEXT. FOR EXAMPLE PURPOSES ONLY, WE NOTE YOUR INCLUSION OF SUCH
         RISK FACTORS ON PAGES 12, 13, 17 AND 24.

Response: The Registrant has carefully examined each of the risk factors under
the "Risk Factors" section of the Registration Statement and revised the
disclosure where applicable to present a distinct risk under each heading, as
requested. Specifically, the Registrant draws the Staff's attention to the risk
factors appearing on pages 11, 12, 17 and 23 of Amendment No. 1.

   13.   ITEM 503(C) OF REGULATION S-K STATES THAT ISSUERS SHOULD NOT PRESENT
         RISK FACTORS THAT COULD APPLY TO ANY ISSUER OR TO ANY OFFERING. FOR
         EXAMPLE, THE ECONOMIC AND POLITICAL RISKS YOU DESCRIBE ON PAGE 23, THE
         RISK THAT COMMON STOCK MAY BE VOLATILE ON PAGES 25-26 AND THE RISK OF
         BEING A PUBLIC COMPANY ON PAGE 28 COULD APPLY TO NEARLY ANY ISSUER IN
<PAGE>
MR. MARK P. SHUMAN
SEPTEMBER 22, 2005
PAGE 5

(LATHAM & WATKINS LLP LOGO)

         ANY INDUSTRY. IF YOU ELECT TO RETAIN THESE GENERAL RISK FACTORS IN YOUR
         PROSPECTUS, PLEASE CLEARLY EXPLAIN HOW THEY APPLY TO YOUR INDUSTRY,
         COMPANY OR OFFERING.

Response: The Registrant has carefully examined each of the risk factors under
the "Risk Factors" section of the Registration Statement and, where applicable,
has revised the disclosure to more clearly explain how each risk factor applies
to the Registrant, or deleted the risk factors that apply to any issuer or to
any offering, as requested. Specifically, the Registrant draws the Staff's
attention to the risk factors appearing on pages 11, 12, 23 and 25 of Amendment
No. 1. Regarding the risk of being a public company, which appears on page 27 of
Amendment No. 1, the Registrant respectfully submits that this risk factor does
currently explain how it is applicable to the Registrant. In particular, the
risk factor states that the Registrant currently does not have an internal audit
group and that the Registrant will need to hire additional legal and accounting
staff with appropriate public company experience and technical accounting
knowledge.

WE HAVE A VERY LIMITED OPERATING HISTORY..., PAGE 15

   14.   PLEASE REVISE THIS RISK FACTOR TO QUANTIFY YOUR MOST RECENT ACCUMULATED
         DEFICIT. WE NOTE AS OF MARCH 31, 2005, IT APPEARS THAT YOUR ACCUMULATED
         DEFICIT APPROACHED $23 MILLION.

Response: The Registrant has revised the risk factor to include its accumulated
deficit as of June 30, 2005, as requested. Please refer to pages 14 and 15 of
Amendment No. 1.

ANY ACQUISITIONS THAT WE COMPLETE MAY DILUTE YOUR OWNERSHIP INTEREST IN US...,
PAGE 20

   15.   WE NOTE YOUR REFERENCE TO SIGNIFICANT INCREASES IN DEPRECIATION AND
         AMORTIZATION EXPENSE. IF MATERIAL, REVISE TO DISCLOSE WHETHER
         SIGNIFICANT PORTIONS OF THE PURCHASE PRICES FOR YOUR RECENT
         ACQUISITIONS WERE ALLOCATED TO GOODWILL QUANTIFYING THOSE DOLLAR
         AMOUNTS.

Response: The Registrant has revised the risk factor to quantify the impact of
the purchase accounting treatment of recent acquisitions on depreciation and
amortization expense, as requested. Please refer to pages 19 and 20 of Amendment
No. 1.

USE OF PROCEEDS, PAGE 31

   16.   WE NOTE FROM THE SECOND PARAGRAPH IN THIS SECTION THAT YOU EXPECT THAT
         OTHER THAN DISCHARGE 25% OF YOUR TERM LOAN INDEBTEDNESS, YOU WILL USE
         THE REMAINDER OF NET PROCEEDS FOR GENERAL CORPORATE PURPOSES; HOWEVER,
         YOU THEN DESCRIBE SPECIFIC USES SUCH AS:

            A.    WORKING CAPITAL AND CAPITAL EXPENDITURES;

            B.    STRATEGIC ALLIANCES;

            C.    ACQUISITIONS AND INVESTMENTS IN TECHNOLOGIES, PRODUCTS,
                  SERVICES OR ASSETS; AND