SecProbe.io

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Ms. Barbara C. Jacobs, Esq.             File No. 039481-0002
Assistant Director
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  FILE NO. 333-126944

Dear Ms. Jacobs:

      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 October 7, 2005
with respect to the Registrant's above-referenced Registration Statement on Form
S-1 (the "REGISTRATION STATEMENT") filed with the Commission on July 28, 2005,
as amended by Amendment No. 1 to the Registration Statement ("AMENDMENT NO. 1")
filed on September 22, 2005. Earlier today, the Registrant filed via EDGAR
Amendment No. 2 to the Registration Statement ("AMENDMENT NO. 2") revised to
reflect changes prompted by your comments and to include certain other
information. Amendment No. 2 contains the various revisions described below. For
your convenience, we have enclosed a courtesy package which includes five copies
of Amendment No. 2, two of which have been marked to show changes from Amendment
No. 1. Attached to this letter are exhibits that address certain of the topics
addressed in this letter. Exhibit A sets forth the additional relevant portions
of the supporting materials for the market and industry data cited in the
prospectus. Exhibit B sets forth the valuation reports provided by Empire
Valuation Consultants ("EMPIRE").

      The Staff's comments of October 7, 2005 are set forth below in bold,
followed by the Registrant's responses to each comment.

GENERAL

1.    WE WILL SUPPLEMENTALLY CONVEY OUR COMMENTS ON YOUR INSIDE FRONT COVER PAGE
      GRAPHICS.

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

2.    IN CONNECTION WITH YOUR RESPONSE TO PRIOR COMMENTS 3 AND 37 FROM OUR LAST
      LETTER DATED AUGUST 24, 2005, WE NOTE YOUR INCLUSION OF THE THIRD PARTY
      SOURCE MATERIALS YOU CITE IN YOUR

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      PROSPECTUS. IN ADDITION TO THESE REPORTS, HOWEVER, WE NOTE THE ADDITIONAL
      REFERENCES TO AUTOCOUNT, INC. ON PAGE 29 AND AUTOMOTIVE NEWS ON PAGE 62.
      SIMILAR TO OUR PRIOR COMMENTS, PLEASE PROVIDE THE DATE OF THE REPORT,
      MAGAZINE OR CITED INDUSTRY INFORMATION AND KEY ASSUMPTIONS. PLEASE CONFIRM
      THAT THE INFORMATION IS PUBLICLY AVAILABLE WITHOUT COST OR FOR A NOMINAL
      PAYMENT.

Response: Attached hereto as Exhibit A is the excerpt from the January 2005
issue of F&I Magazine, which contains AutoCount, Inc. data as of September 2004.
In addition, Exhibit A contains the March 21, 2005 article from Automotive News.
The disclosure on pages 29 and 67 has been revised to add the dates of these
reports. We set forth the key assumptions made with respect to the AutoCount,
Inc. data in the "Market and Industry Data" section of Amendment No. 1. The
disclosure on page 67 has been revised to include the key assumptions made with
respect to the Automotive News data. Automotive News is a trade publication that
is publicly available at a nominal fee and F&I Magazine is also available at a
nominal fee. Please refer to pages 29 and 67 of Amendment No. 2.

SUMMARY

OUR BUSINESS

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

3.    PLEASE REVISE YOUR DISCLOSURE AT THE TOP OF PAGE FIVE AND THROUGHOUT WHERE
      YOU DISCUSS THE WFS FINANCIAL, INC. RELATIONSHIP TO QUANTIFY IN DOLLARS,
      PERCENTAGE OF TOTAL REVENUES OR OTHERWISE DEFINE WHAT YOU MEAN BY A
      "SIGNIFICANT CUSTOMER OF OURS."

Response: The Registrant has revised the disclosure at the bottom of page four
and the top of page five to add the total dollar amount and percentage of
revenue that it derived from WFS Financial, Inc. for the year ended December 31,
2004 and the six months ended June 30, 2005, as requested. Please refer to pages
4-5 of Amendment No. 2.

USE OF PROCEEDS, PAGE 31

4.    WE NOTE YOUR RESPONSE TO PRIOR COMMENT 16 FROM OUR LAST LETTER REGARDING
      YOUR USE OF PROCEEDS. NOTING YOU INTEND TO USE AT LEAST 25% OF YOUR NET
      OFFERING PROCEEDS TO REPAY THE $25.0 MILLION TERM LOAN FACILITY, PLEASE
      PROVIDE YOUR BEST ESTIMATE FOR THE REMAINDER OF YOUR PROCEEDS BETWEEN
      ACQUISITIONS AND OTHER GENERAL CORPORATE PURPOSES, CLARIFYING WHAT OTHER
      GENERAL PURPOSES MIGHT INCLUDE.

Response: The Registrant has revised the "Use of Proceeds" section of the
prospectus to indicate that it will use a portion of the remaining proceeds to
pay off its revolving credit facility. The Registrant does not have any other
specific plans for the remaining proceeds of this offering. Please refer to
pages 6, 25, 27 and 31 of Amendment No. 2.

NOTES TO UNAUDITED COMBINED CONDENSED PRO FORMA STATEMENTS OF OPERATIONS, PAGE
39

5.    WE HAVE READ YOUR RESPONSE TO PRIOR COMMENT NUMBERS 22 AND 23 AND DO NOT
      BELIEVE THAT YOU HAVE PROVIDED SUFFICIENT INFORMATION REGARDING THE
      EXPECTED ALLOCATION TO EACH SPECIFIC CATEGORY OF INTANGIBLE ASSET (E.G.,
      CUSTOMER LISTS, NON-COMPETES, AND TECHNOLOGY) OR THE SENSITIVITY OF YOUR
      AMORTIZATION EXPENSES DUE TO THIS ALLOCATION. PLEASE REVISE TO PROVIDE
      READERS WITH YOUR EXPECTATIONS AS TO THE ALLOCATION OF THE INTANGIBLE
      ASSETS TO THE INDIVIDUAL

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      CATEGORIES BASED ON YOUR EXPERIENCE WITH PREVIOUS ACQUISITIONS AND
      KNOWLEDGE OF THE ASSETS ACQUIRED AND DISCLOSE THE USEFUL LIVES THAT YOU
      EXPECT TO ASSIGN TO EACH CATEGORY. IN ADDITION, EXPAND YOUR SENSITIVITY
      ANALYSIS BEYOND A STATEMENT THAT ANY CHANGE IN THE ESTIMATED AVERAGE
      USEFUL LIFE COULD RESULT IN A MATERIAL CHANGE.

      Response: The Registrant has revised the disclosure to add the most
current information available about the different classes of intangible assets
to which the purchase prices may be allocated, as well as the sensitivity of its
amortization expenses to various changes in potential allocations and useful
lives. As stated in Amendment No. 2, the valuation analyses will not be
completed before December 31, 2005. As a result, the preliminary allocations are
subject to change. Please refer to pages 41-43 of Amendment No. 2.

6.    PLEASE DESCRIBE TO US, IN DETAIL, HOW YOU CALCULATED THE AMOUNT OF THE LML
      REVENUE REDUCTION REFERRED TO IN PRIOR COMMENT NUMBER 25. IDENTIFY AND
      EXPLAIN TO US, IN DETAIL, ALL ASSUMPTIONS USED IN CALCULATING THIS
      ADJUSTMENT. AS PART OF YOUR RESPONSE, TELL US HOW YOUR ADJUSTMENT
      REFLECTED THE FOLLOWING:

      -     TRANSFERRED (PAYMENT STREAMS TRANSFERRED TO FINANCE COMPANIES)
            CONTRACTS IN EFFECT AT THE TIME OF YOUR ACQUISITION;

      -     TRANSFERRED CONTRACTS THAT EXPIRED IN 2004 PRIOR TO YOUR
            ACQUISITION, AND

      -     NEW TRANSFERRED CONTRACTS INITIATED IN 2004 PRIOR TO YOUR
            ACQUISITION.

      IN ADDITION, EXPLAIN TO US WHY YOU BELIEVE THAT THIS ADJUSTMENT IS
      CONSISTENT WITH THE PRO FORMA PREPARATION REQUIREMENTS OF RULE 11-02 OF
      REGULATION S-X.

      Response: In Amendment No. 2, the Registrant revised the pro forma
adjustment to LML's revenue by (a) adding back revenue associated with
transferred contracts that expired in 2004 prior to the acquisition, as the cost
effect of servicing those contracts would not have had an impact on the
Registrant's income statement for a period greater than twelve months; and (b)
adding back revenue associated with factored contracts initiated in 2004 prior
to our acquisition, as these contracts would not have been factored by the
Registrant assuming a purchase date of January 1, 2004. The effect of this
revised calculation was to reduce the LML pro forma revenue adjustment from
$14.5 million to $11.7 million. In addition to reducing the LML pro forma
revenue adjustment, the Registrant also reduced the related LML accrued
servicing costs adjustment (pro forma adjustment number 6) from $1.4 million to
$1.2 million.

      The Registrant believes that the pro forma presentation included in
Amendment No. 2, as described above, is consistent with the pro forma
preparation requirements of Rule 11-02 of Regulation S-X, as the LML revenue
adjustment was computed assuming the transaction was consummated at the
beginning of fiscal year 2004 and the adjustment is (i) directly attributable to
the LML acquisition, (ii) expected to have a continuing impact on the Registrant
for a period greater then twelve months, and (iii) factually supportable.

7.    WE NOTE YOU DID NOT ADDRESS, IN YOUR RESPONSE TO PRIOR COMMENT NUMBER 24,
      THE GUIDANCE IN RULE 11-01(b)(6)(II) OF REGULATION S-X INDICATING THAT THE
      EVENT GIVING RISE TO YOUR ADJUSTMENT MUST HAVE A CONTINUING IMPACT. PLEASE
      EXPLAIN TO US HOW THE ADJUSTMENT TO CHROME'S HISTORICAL LEGAL EXPENSES
      MEETS THIS REQUIREMENT. SEPARATELY, TO THE EXTENT THAT YOU CONSIDER THIS
      TO BE AN INFREQUENT OR NONRECURRING ITEM, PRO FORMA ADJUSTMENT WOULD NOT
      BE APPROPRIATE.

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      Response: The Registrant has revised pro forma adjustment (11) to the
Combined Condensed Pro Forma Statement of Operations to remove the reversal of
Chrome's historical legal expenses, as requested. Please refer to page 44 of
Amendment No. 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

STOCK-BASED COMPENSATION, PAGE 51

8.    WE NOTE THAT YOU DID NOT REVISE YOUR MD&A IN RESPONSE TO PRIOR COMMENT
      NUMBER 26. PLEASE REVISE TO PROVIDE THE DISCLOSURES DESCRIBED IN PARAGRAPH
      180 OF THE AICPA PRACTICE AID.

      Response: The Registrant has revised the MD&A to include the disclosures
described in paragraph 180 of the AICPA Practice Aid. Please refer to pages
53-56 of Amendment No. 2.

9.    YOU DISCLOSE ON PAGE 51 AND ON PAGE F-15 THAT THE FAIR VALUE OF YOUR
      COMMON STOCK WAS BASED ON CONTEMPORANEOUS VALUATIONS. HOWEVER, IT APPEARS
      THAT YOU "REASSESSED" THE FAIR VALUE OF YOUR COMMON STOCK IN JULY 2005
      BASED ON RETROSPECTIVE VALUATIONS PREPARED BY A VALUATION SPECIALIST
      (EMPIRE) AS OF MAY AND AUGUST 2004. PLEASE REVISE YOUR DISCLOSURES TO
      CLARIFY THAT THE DETERMINATION OF THE FAIR VALUE OF YOUR COMMON STOCK WAS
      BASED ON A COMBINATION OF CONTEMPORANEOUS AND RETROSPECTIVE VALUATIONS AND
      PROVIDE THE DISCLOSURES DESCRIBED IN PARAGRAPH 182 OF THE AICPA PRACTICE
      AID.

      Response: The Registrant has revised the disclosure on pages 53-56 and
F-15 to indicate that valuations were made contemporaneously as well as
retrospectively. Additionally, disclosure has been added to address the
recommendations contained in paragraph 182 of the AICPA Practice Aid. Please
refer to pages 53-56 and page F-15 of Amendment No. 2.

10.   WE NOTE THAT THE FAIR VALUES OF YOUR COMMON STOCK BETWEEN MAY 2005 AND
      JUNE 2005 WERE DETERMINED BASED ON THE AVERAGE OF THREE "IPO VALUES"
      DETERMINED BY INVESTMENT BANKING FIRMS. PLEASE DESCRIBE THESE VALUATIONS
      TO US IN MORE DETAIL AND EXPLAIN HOW THESE WERE OBJECTIVELY SUPPORTABLE OR
      BASED ON THE GENERALLY ACCEPTED VALUATION METHODOLOGIES DESCRIBED IN
      PARAGRAPH 46 OF THE AICPA PRACTICE AID.

      Response: As described in Exhibit B to the Registrant's response letter to
the Staff dated September 22, 2005 (the "ORIGINAL RESPONSE LETTER"), three
investment banks, Bank A, Bank B and Bank C, estimated the fully distributed
equity value of the Registrant in the context of an initial public offering in
the latter half of 2005, based on market and other conditions at the time, using
a multiple (which varied among the three banks) of the Registrant's projected
2006 earnings. The Registrant believes this procedure is consistent with the
"market approach-guideline company method" contemplated by Chapter 6, paragraph
46 of the AICPA Practice Aid. At the time these values were estimated, each of
Bank A, Bank B and Bank C noted that the equity value of a non-public company
(such as the Registrant) was inherently speculative and would be subject, among
other things, to market fluctuations and to fluctuations in the predicted growth
rate of the Registrant. Further details regarding each bank's valuation estimate
are described below.

      BANK A

      In January 2005, Bank A estimated the equity value of the Registrant, in
the context of an initial public offering in the latter half of 2005, based on
market and other conditions at the time, to be

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approximately $600 million. This value was estimated using a 26.0x multiple to
the Registrant's projected 2006 GAAP net income of approximately $23 million.
The projected 2006 GAAP net income estimate of approximately $23 million was
calculated by the Registrant assuming, among other things, primary IPO gross
proceeds of $75 million and interest income (less taxes) resulting therefrom.

      26.0x was selected by Bank A as an appropriate, at the time of issue,
earnings multiple for the Registrant based on a comparison of the earnings
multiples of certain comparable public companies (from the transaction
processing and e-commerce industries) to the Registrant. The Registrant believes
that this comparison is consistent with paragraph 49 of the AICPA Practice Aid.
In addition, the Registrant's anticipated long-term growth prospects contributed
to Bank A's selection of the 26.0x earnings multiple.

      Bank A also noted that an IPO discount of 15% (or $90 million) to the
equity value of $600 million would likely be appropriate since investors in an
initial public offering typically expect to purchase shares at a discount to the
value of an established public company due to, among other things, the
uncertainties and risks associated with investing in a newly public company. The
Registrant believes that this discount is consistent with paragraph 57 of the
AICPA Practice Aid.

      BANK B

      In January 2005, Bank B estimated the equity value of the Registrant, in
the context of an initial public offering in the latter half of 2005, based on
market and other conditions at the time, to be approximately $700 million. This
value was estimated using a 25.0x multiple to the Registrant's projected 2006
"cash net income" (GAAP net income plus certain non-cash charges) of
approximately $28 million. The projected 2006 "cash net income" (GAAP net income
plus certain non-cash charges) estimate of approximately $28 million was
calculated by the Registrant assuming, among other thin