SecProbe.io

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Room 4561
September 30, 2005

via U.S. mail

Charles K. Narang
Chairman and Chief Executive Officer
NCI, Inc.
11730 Plaza America Drive
Reston, Virginia 20190

      Re:	NCI, Inc.
      Amendment No. 1 to Registration Statement on Form S-1
      Filed September 6, 2005
		File No. 333-127006

Dear Mr. Narang:

      As we indicated in our letter to you dated September 23,
2005,
we have reviewed the balance of your responses and related
disclosure
in your amendment to your registration statement and have the
following additional comments.

General
1. We note your response to our prior comment 4.  Please revise
your
disclosure to define the term "GSA Schedule 70" and provide the
relevant context to allow an investor to evaluate the significance
or
potential value to you of this category of contract.  For example,
in
discussing your "diverse base of prime contract vehicles" on page
44,
you list specific contracts and their respective ceiling values
followed by a reference to "GSA Schedule 70."  Please also define
"GSA schedule contracts," as found on page 2, for example, and
"GSA
schedule task orders," as found on page 52.

Prospectus Summary, page 1
2. In addition, please be advised that the instruction to Item
503(a)
of Regulation S-K, provides that the prospectus summary section
should contain a brief overview of the key aspects of this
offering,
identifying those aspects that are the most significant and
highlighting such points in clear, plain language.  The detailed
discussion of relevant industry terms that you have provided in
response to prior comment 4, which are located on pages 4 and 5,
appears inconsistent with these requirements. Please move this
disclosure to a section of the prospectus outside the prospectus
summary.
3. We note your response to our prior comment 6.  Without
additional
detail, we are unable to concur with your conclusion regarding
your
claimed status as a "leading provider of information technology
services and solutions to federal government agencies" based on
your
statement that you are ranked as one of the top 100 federal prime
contractors.  Please further substantiate your response that you
are
recognized externally by news organizations as a leading provider
of
technology services and solutions.  For example, provide us copies
of
such articles or other documentation that describe the basis for
your
claim.  Further, your disclosure that you are a "leading provider"
of
information technology services and solutions to U.S. federal
government agencies should be expanded to provide a reader with
your
relative market share position to provide meaningful context.
4. Please refer to prior comment 19 and your response.  In the
first
full paragraph on page 2, in the first paragraph on page 42, and
elsewhere in your prospectus where you discuss your total
estimated
contract backlog, please also disclose the amount that has been
funded.  Especially since you have now disclosed that you define
"backlog" to include the assumption that all related options have
been exercised, it appears that this balancing disclosure is
warranted to provide investors a better understanding of the
disclosure.
5. We note your response to our prior comment 11 regarding your
engagement with USTRANSCOM.  You indicate that you "anticipate"
that
USTRANSCOM will not schedule a competitive bidding process, or
recompetition, for comprehensive IT support services until late
2010
or 2011.  However, the statement you have provided on page 1 that
your largest engagement is not scheduled for recompetition until
2011
fails to provide any context regarding the assumptions behind such
statement.  If USTRANSCOM has not currently exercised all
remaining
options under the engagement, revise your disclosure to discuss in
clear plain language the assumptions relied upon in making such
statement, including, if applicable, the assumption that
USTRANSCOM
will exercise such options even though it is not obligated to do
so.
6.
We note your response to our prior comment 11 regarding ceilings
for
government wide acquisition contracts.  You indicate in your
response
that annual funding for task orders and delivery orders issued
pursuant to GWACs is subject to Congressional approval and in some
cases, the government never appropriates the full amount of the
ceiling.  Further, you disclose in the prospectus that the federal
government`s ability to select multiple winners under multiple
award
contracts, as well as its right to award subsequent task orders
among
such multiple winners, means that there is no assurance that these
multiple award contracts will result in the actual orders equal to
the ceiling value, or result in any actual orders.
In light of your response and related disclosure, your reference
on
page 1 to your contract base including GWACs having ceilings
ranging
from $500 million to $9 billion and your reference on page 3 to
your
pursuit of task orders under your "existing prime GWACs" having
"an
aggregate ceiling in excess of $20 billion" is inappropriate
without
providing to investors the complete and detailed context necessary
to
formulate a judgment regarding not only your prospects of winning
additional business but also the amount of such awards.  Without
additional detail, the discussion in these paragraphs could
potentially cause a reader to draw a materially inaccurate
inference
regarding the likelihood or extent to which you would be awarded
business under such contracts.
In addition to the information noted above, we believe examples of
information that would provide such additional context include but
are not limited to a more thorough discussion of industry terms
relevant to multiple award contracts, and, for each GWAC for which
you disclose a ceiling, specific details regarding:
* the number of other pre-qualified companies who may compete for
awards under such GWACs,
* the highest percentage and aggregate dollar amount of a contract
ceiling that you have ever actually been awarded in the past under
a
GWAC or other multiple award contract, and
* management`s expectation of either what percentage of each GWAC
ceilings listed in your registration statement it can hope to win
in
the future or at the very least management`s expectation regarding
the probability of winning contracts equal to 100% of a specific
ceiling.
Placing in the prospectus summary such detailed disclosure, which
we
believe would be necessary in order to provide proper context for
your statements, would be inconsistent, however, with the
requirements of Item 503(a) of Regulation S-K, as we noted in
comment
2 above.  Please remove this disclosure from your Prospectus
Summary.
You may include such statements elsewhere in your prospectus
provided
you include the contextual discussion described above.

Dilution, page 23
7. We note that you have now filled in the blanks contained in the
initial filing of this registration statement in response to prior
comment 3, such as the disclosure on page 69 that Mr. Carter and
Ms.
Allan were issued options with an exercise price of $0.0007 per
share.  Please include this information in your discussion on page
23
regarding dilution, including a comparison of the public
contribution
under this proposed public offering and the effective cash
contribution of these persons.  See Item 506 of Regulation S-K.

Management`s Discussion and Analysis, page 26
8. We note your response to our prior comment 20.  Supplement your
disclosure to indicate the aggregate amount that you may earn
under
the USTRANSCOM contract with respect to the options that the
federal
government to date has exercised or has notified you that it
intends
to exercise.
9. We note your response to our prior comment 21.  Your added
disclosure explains the circumstances under which you would
generate
less than the targeted amount of profit but not when you would
generate more.  To the extent such circumstances exist, briefly
describe them in your disclosure.  If not, revise the last
sentence
of this paragraph accordingly.
Business, page 41
10. We note your response to our prior comment 28.  As indicated
in
comment 6 above, in each instance outside the prospectus summary
where you disclose contract ceilings, please provide additional
contextual detail as opposed to inserting a reference to another
section of the prospectus.  The following are examples of
disclosure
where additional detail should be provided:
* the fourth paragraph on page 41,
* the fourth paragraph on page 44,
* the third paragraph on page 45, and
* the last paragraph and table on page 51.

Related Party Transactions, page 63
11. We note your response to our prior comment 32.  Disclose in
the
registration statement more detailed information regarding the
performance objectives for fiscal year 2004 for each of the
individuals listed in our prior comment.  In addition, please
provide
a more detail explanation in your response letter regarding Ms.
Allan`s key man/supplemental life benefit program.  For example,
to
the extent you were the beneficiary of and paid for such program,
explain why Ms. Allan and not the company, received the balance in
her account at the time the plan was cancelled.  You indicate that
the plan has been terminated.  Have other key managers received
payments similar to that received by Ms. Allan?  Further,
supplement
footnote 5 to the executive compensation table to disclose that
you
expect the balance of the $750,000 note payable to be satisfied in
full by December 31, 2005.

Shares Eligible for Future Sale, page 68
12. We note your response to our prior comment 33.  Supplement the
disclosure found under the heading "Shares Eligible for Future
Sale"
to discuss the lock-up agreements you intend to enter into with
participants in your directed share program.

Exhibits
13. We reissue our prior comment 47.  The contracts referred to in
our prior comment, being related party contracts in excess of
$60,000, are by their nature material in amount and significance.
Although Item 404 of Regulation S-K requires only disclosure of
certain relationships and related transactions, as opposed to the
filing of a related party agreement, we believe that the
guidelines
set forth in Item 404 regarding the materiality of a particular
related party transaction are the same guidelines a company should
use in determining its filing requirements under Item 601(b)(10)
with
respect to related party contracts.
14. Please confirm whether there exists any management contracts
or
any compensatory plan, contract or arrangement in which any
director
or any of the named executive officers participates other than
those
listed in your Index to Exhibits.  To the extent there are such
contracts, please file them as exhibits.  See Item
601(b)(10)(iii)(A)
of Regulation S-K.

Report of Independent Registered Accounting Firm, page F-2
15. As a reminder, you will need to obtain an unqualified opinion
and
consent from your independent auditors prior to your registration
statement being declared effective.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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.

      You may contact Kari Jin at (202) 551-3481 or Kathleen
Collins,
Branch Chief - Accounting, at (202) 551-3499 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Perry Hindin at (202) 551-3444 or Anne Nguyen,
Special
Counsel, at (202) 551- 3611 with any other questions.  If you
require
further assistance, you may contact me at (202) 551-3730.

Sincerely,

Barbara C. Jacobs
Assistant Director
Office of Computers and Online Services

cc:	via facsimile
      David Charles, Esq.
      Pillsbury Winthrop Shaw Pittman LLP
      (F) (703) 770-7901
Charles K. Narang
NCI, Inc.
September 30, 2005
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