SecProbe.io

December 1, 2025
Brendan Keating
Chief Accounting Officer
FTI Consulting, Inc.
555 12th Street NW,
Washington, DC 20004
Re:FTI Consulting, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2024
File No. 001-14875
Dear Brendan Keating:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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 October 6, 2025

 Office
of Trade & Services

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Aamira Chaudhry

Theresa Brillant

Re:

FTI Consulting, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2024

File No. 001-14875

 Ladies and Gentlemen:

On behalf of FTI Consulting, Inc. (the “Company” or “we”), set forth below is the Company’s
response to the comment (the “Comment”) of the staff (the “Staff”) of the Securities and Exchange Commission received in your letter dated September 22, 2025 concerning the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2024. For your convenience, the Company’s response follows the Comment copied in bold from your letter.

Item 8: Financial Statements

 Notes
to Consolidated Financial Statements

 Note 20: Segment Reporting, page 79

1. Please tell us how your disclosure complies with the requirements to disclose how the CODM uses the reported measure(s) of segment profit or loss in
assessing performance and allocating resources. See ASC 280-10-50-29(f).

 555 12th Street NW, Suite
700 | Washington, DC 20004

 202-346-8804 (main) | fticonsulting.com

 p. 2 of 2

 Response: The Company acknowledges the Staff’s Comment and respectfully advises the Staff that
the CODM uses gross profit (i) to evaluate the Company’s reportable segment performance against budgets, forecasts and strategies and (ii) to make strategic decisions regarding resource allocation, such as billable headcount and
related compensation costs, as well as utilization and bill rates of our service offerings. In future filings, beginning with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025,
the Company will expand its disclosure to clarify how the CODM uses gross profit in assessing reportable segment performance and allocating resources. The Company has set forth below a draft of the expanded disclosure that we believe is responsive
to the Comment, which we will include in Note 13, “Segment Reporting” in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and in the relevant note to financials in
future filings. The additional disclosure is underlined below.

 We have considered information that is regularly provided to our Chief
Executive Officer, who is our chief operating decision maker (“CODM”) for our segment reporting disclosure. Our CODM assesses the performance and allocates resources to each segment based on revenues and multiple measures of segment
profit, including gross profit, which is the measure closest to GAAP reporting principles. Gross profit is defined as revenues less direct costs of revenues. Our CODM uses gross profit (i) to evaluate the Company’s
reportable segment performance against budgets, forecasts and strategies and (ii) to make strategic decisions regarding resource allocation, such as billable headcount and related compensation costs, as well as utilization and
bill rates of our service offerings. Our CODM is not provided asset information by reportable segment.

 In responding to the Staff’s
Comment, the Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

We hope the foregoing answer is responsive to the Comment. If you have any questions, please do not hesitate to contact me by telephone at 571-405-3273 or at brendan.keating@fticonsulting.com.

 Very truly yours,

 /s/ Brendan Keating

 Brendan Keating

 Chief Accounting Officer

September 22, 2025
Brendan Keating
Chief Accounting Officer
FTI Consulting, Inc.
555 12th Street NW,
Washington, DC 20004
Re:FTI Consulting, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2024
File No. 001-14875
Dear Brendan Keating:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2024
Item 8: Financial Statements
Notes to Consolidated Financial Statements
Note 20: Segment Reporting, page 79
1.Please tell us how your disclosure complies with the requirements to disclose how the
CODM uses the reported measure(s) of segment profit or loss in assessing
performance and allocating resources. See ASC 280-10-50-29(f).

September 22, 2025
Page 2
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Aamira Chaudhry at 202-551-3389 or Theresa Brillant at 202-551-
3307 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3233
September 15, 2015

Via E -mail
Mr. David M. Johnson
Chief Financial Officer
FTI Consulting, Inc.
1101 K Street NW
Washington, DC 20005

Re: FTI Consulting, Inc.
 Form 10-K for the fiscal year ended December 31, 2014
Filed February 24, 2015
File No. 1 -1487 5

Dear Mr. Johnson :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceedi ng initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jaime G. John

Jaime G. John
Branch Chief
Office of Real Estate and
Commodities

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 1101 K Street NW

 Washington, D.C. 20005

202-312-9100 main

 202-312-9101 fax

fticonsulting.com

 August 17, 2015

 Jaime G.
John

 Branch Chief

 Division of Corporate Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, DC 20549

Re:
FTI Consulting, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2014

 Filed February 24, 2015

File No. 1-14875

 Ladies and
Gentlemen:

 On behalf of FTI Consulting, Inc. (the “Company”), set forth below are the Company’s responses to the
comments (the “Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or “Commission”) received in your letter dated July 21, 2015
concerning the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. For your convenience, the Company’s responses follow the sequentially numbered Comments copied in bold from your letter.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

 Goodwill and
Other Intangible Assets, page 47

1.
You disclose that you performed an interim impairment analysis for the quarter ended September 30, 2013 and recorded a goodwill impairment charge of $83.8 million in the Strategic Communications segment. We
further note that a goodwill impairment charge of $110.4 million was recorded in this segment during the fourth quarter of 2012. Please explain to us how the circumstances changed in the third quarter of 2013 from the fourth quarter of 2012
including the factors that existed in the third quarter of 2013 that did not impact the previous impairment analysis. Also, describe to us your conclusion at the time of the 2012 impairment analysis with respect to the prospect of further impairment
charges.

 Response: We completed our 2012 annual goodwill impairment test in accordance with Accounting Standards Codification
Topic 350, Intangibles – Goodwill and Other (“ASC 350”). As described in our 2012 Annual Report on Form 10-K, the fair value of our Strategic

Communications reporting unit was estimated using a combination of appropriately weighted income and market approaches. The cash flows employed in the income approach were based on our most
recent budget, forecast and business plan, as well as various growth rate assumptions for years beyond the current business plan period, discounted using an estimated Weighted Average Cost of Capital (“WACC”). Our discount rate
assumptions were based on an assessment of the risk inherent in the future revenue streams and cash flows and our WACC. The risk adjusted discount rate used represented the estimated WACC for our Strategic Communications reporting unit. As described
in our 2012 Annual Report on Form 10-K, the WACC for our reporting units was comprised of (1) a risk free rate of return, (2) an equity risk premium that is based on the rate of return on equity of publicly traded companies with business
characteristics comparable to our reporting units, (3) the current after-tax market rate of return on debt of companies with business characteristics similar to our reporting units, each weighted by the relative market value percentages of our
equity and debt, and (4) an appropriate size premium. Given the more limited comparability of both the comparable companies and guideline transactions identified, substantial weighting was placed on the income approach. Accordingly, in
connection with our 2012 annual goodwill impairment test, we recorded a goodwill impairment charge for the Strategic Communications reporting unit of $110.4 million. We recognized that significant reductions in financial projections for subsequent
periods would result in further impairment charges for the Strategic Communications reporting unit and included the following disclosure in the Critical Accounting Policies section of Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations of our annual report on Form 10-K for the year ended December 31, 2012 regarding that possibility:

“There can be no assurance that the estimates and assumptions used in our goodwill impairment testing will prove to be accurate
predictions of the future. If our assumptions regarding forecasted cash flows are not achieved or market conditions significantly deteriorate, we may be required to record goodwill impairment charges in future periods, whether in connection with our
next annual impairment test or prior to that, if a triggering event occurs outside of the quarter during which the annual goodwill impairment test is performed. It is not possible at this time to determine if any future impairment charge would
result or, if it does, whether such charge would be material.”

 In addition to performing our annual goodwill impairment test, our
accounting policy includes testing goodwill on an interim basis whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors we consider important that could trigger an interim impairment
review include, but are not limited to, the following:

•

significant underperformance relative to expected historical or projected future operating results;

•

a significant change in the manner of our use of the acquired asset or the strategy for our overall business;

•

a significant market decline related to negative industry or economic trends;

•

a sustained decrease in share price (in both absolute terms and relative to peers), if applicable;

•

downward revisions to forecasts;

•

restructuring actions or plans;

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•

industry trends; and/or

•

our market capitalization relative to net carrying value.

 For periods following the date of
our 2012 annual goodwill impairment test, we considered whether events or circumstances indicated that it was more-likely-than-not that the fair value of our Strategic Communications reporting unit was less than its carrying amount as follows:

Three months ended March 31, 2013

For the three months ended March 31, 2013, we considered the existence of the factors that could trigger an interim impairment review in
accordance with our accounting policy as described above. We specifically considered the Strategic Communications reporting unit’s current and expected future financial performance, which continued to support the financial projections utilized
in the 2012 annual goodwill impairment test. Based on our analysis of the factors listed above, we concluded that no “triggering events” had occurred that indicated that it was more-likely-than-not that the fair value of our Strategic
Communications reporting unit was less than its carrying amount as of March 31, 2013.

 Three and six-months ended June 30, 2013

 For the three and six-months ended June 30, 2013, we considered the existence of the factors that could trigger an interim
impairment review in accordance with our accounting policy as described above. Based on these considerations, we concluded that no “triggering events” had occurred that indicated that it was more-likely-than-not that the fair value of our
Strategic Communications reporting unit was less than its carrying amount as of June 30, 2013, and as such, no interim impairment test was performed. While no impairment test was performed, we observed that the financial results for the
Strategic Communications reporting unit for the three and six-months ended June 30, 2013 were negatively impacted by then-current market conditions that were not anticipated to continue into the longer term, given the factors known at that
time. However, given the fact that the carrying value of the Strategic Communications reporting unit had been adjusted to fair value as of October 1, 2012 and that fair value was weighted heavily on future financial projections under the income
approach, in our judgement, given the short term downturn in financial performance, we concluded that it was appropriate to disclose to investors that there were continued risks to future goodwill impairment. We included the following disclosure in
the Critical Accounting Policy section of Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 41 of our Quarterly Report on Form 10-Q for the three and six-months ended June 30, 2013:

 “Goodwill and Other Intangible Assets

On a quarterly basis, we monitor the key drivers of fair value to detect events or other changes that would warrant an
interim impairment test of our goodwill and intangible assets. Factors we consider important that could trigger an interim impairment review include, but are not limited to, the following: significant underperformance relative to historical or
projected future operating results; a significant change in the manner of our use of the acquired asset or strategy for our

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overall business; a significant negative industry or economic trend; and our market capitalization relative to net book value. Through our assessment, we determined that there were no events or
circumstances that more likely than not would reduce the fair value of any of our reporting units below their carrying value. Accordingly, we did not perform an interim impairment test in either of the quarters in the six-months ended June 30,
2013.

 During the fourth quarter of 2012, we performed our goodwill impairment test and determined the carrying
values of the goodwill associated with the Strategic Communications reporting unit exceeded its implied fair value, resulting in a $110.4 million non-deductible goodwill impairment charge. The Strategic Communications reporting unit has a goodwill
balance of $221.5 million at June 30, 2013. If our long term future growth rates and associated cash flows were to decline from current estimates, the Company could potentially experience future impairment charges.

There can be no assurance that the estimates and assumptions used in our goodwill impairment testing will prove to be
accurate predictions of the future. Our next evaluation of goodwill by reporting unit will be performed during the three months ended December 31, 2013. If our assumptions regarding forecasted cash flows are not achieved, we may be required to
perform the two-step quantitative goodwill impairment analysis. In addition, if the aforementioned factors have the effect of changing one of the critical assumptions or estimates we use to calculate the value of our goodwill or intangible assets,
we may be required to record goodwill and/or intangible asset impairment charges in future periods, whether in connection with our next annual impairment test or if a triggering event occurs outside of the quarter during which the annual goodwill
impairment test is performed. It is not possible at this time to determine if any future impairment charge would result or, if it does, whether such charge would be material.”

Three and nine-months ended September 30, 2013

For the three and nine-months ended September 30, 2013, we considered the existence of the factors that could trigger an interim
impairment review in accordance with our accounting policy as described above. We disclosed a summary of those factors, described in Footnote 9 to the condensed consolidated financial statements, the executive highlights section and segment results
section of Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Quarterly Report on Form 10-Q for the three and nine-months ended September 30, 2013, and the critical accounting
policy section and segment results section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Footnote 12 to the consolidated financial statements in our Annual Reports on Form 10-K
for the years ended December 31, 2014, as follows:

 “During the third quarter of 2013, in addition to reduced
levels of mergers and acquisitions activity, our Strategic Communications segment has continued to experience pricing pressure for certain discretionary communications services, including initial public offering support services where there is
volume but also increasing competition. This has compressed segment margins and contributed to a change in the Company’s near-term outlook for this segment.”

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 As these macro changes unfolded, our performance in the third quarter of 2013 was adversely
impacted and our expectations regarding future periods changed. We lost certain large retained relationships as a result of client pull back in discretionary spending and we experienced delays in obtaining expected project work. In addition,
industry related concerns in certain markets outside of the United States, as well as the departures of certain professionals in certain key markets, impacted not only the then-current financial performance and near-term outlook, but also the
mid-term outlook for the Strategic Communications reporting unit.

 We concluded that these factors represented “triggering
events” that indicated that it was more-likely-than-not that the fair value of our Strategic Communications reporting unit was less than its carrying amount as of September 30, 2013.

Accordingly, we performed Step 1 and ultimately Step 2 of the goodwill impairment test based on revised projections that reflected more modest
growth over the medium-term as informed by developments during the three-months ended September 30, 2013 in the reporting unit’s business and the market place. As a result of this testing, we recorded a goodwill impairment charge of $83.8
million in the three months ended September 30, 2013.

 Economic Consulting

Year ended December 31, 2014 compared to December 31, 2013, page 61

2.
We note your discussion regarding the various factors attributing to the decrease in gross profit margin. Please quantify for us the reasons for the changes in your gross profit margin and describe any material
fluctuations from year to year. Consider updating your disclosure accordingly in future filings, to the extent material.

Response: We acknowledge the Staff’s request and advise the Staff that in future filings we will enhance our disclosures to
quantify the impact of material discrete factors contributing to the changes in gross profit margin or other key performance measures of our segments, to the extent they can be calculated with the appropriate level of precision necessary for
disclosure in a SEC filing. The quantification of the material fluctuations in the Economic Consulting segment’s gross profit margin for the year ended December 31, 2014 compared to the same prior year period are described below:

Gross profit in our Economic Consulting segment, decreased $25.5 million, or 17.3%, to $121.6 million for the year ended December 31,
2014 compared to $147.1 million for the same prior year period. Gross profit margin decreased 5.9 percentage points to 27.0% for the year ended December 31, 2014 from 32.9% for the same prior year period. The decrease in gross profit margin was
the result of increased compensation expense related to employment contract extensions of certain key senior client-service professionals and an accrual for a non-recurring employee state tax equalization obligation, which contributed approximately
560 basis points and approximately 100 basis points respectively, to the total decrease in gross profit margin. The impact of these increased costs on gross profit margin was partially offset by higher realized bill rates.

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 Our services are performed by client engagement professionals operating in different product
lines, industries and geographic regions all with different competitive external pricing structures. The impact of engagement size, mix of professionals and differing compensation structures also add complexity in quantifying the changes in cost
drivers which will differ for each engagement and across segments. These multidimensional

July 21, 2015

Via E -mail
Mr. David M. Johnson
Chief Financial Officer
FTI Consulting, Inc.
1101 K Street NW
Washington, DC 20005

Re: FTI Consulting, Inc.
 Form 10-K for the fiscal year ended December 31, 2014
Filed February 24, 2015
File No. 1 -14875

Dear Mr. Johnson :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Critical Accounting Poli cies

Goodwill and Other Intangible Assets, page 47

1. You disclose that you performed an interim impairment analysis for the quarter ended
September 30, 2013 and recorded a goodwill impairment charge of $83.8 million in the
Strategic Communications segment.   We further note that a goodwill impairment charge
of $110.4 million was recorded in this segment during the fourth quarter of 2012.  Please
explain to us how the circumstances changed in the third quarter of 2013 from the fourth
quarter of 2012 including  the factors that existed in the third quarter of 2013 that did not
impact the previous impairment analysis.   Also, describe to us your conclusion at the time
of the 2012 impairment analysis w ith respect to the prospect of  further impairment
charges.

Mr. David M. Johnson
FTI Consulting,  Inc.
July 21, 2015
Page 2

 Econo mic Consulting

Year ended December 31, 2014 compared to December 31, 2013 , page 61

2. We note your discussion regarding the various factors attributing to the decrease in gross
profit margin.  Please  quantify for us  the reasons  for the changes in your gross  profit
margin and describe any material  fluctuations from year to year.   Consider updating your
disclosure accordingly in future filings, to the extent material.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, the y are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceedin g initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Isaac Esquivel, Staff Accountant , at (202) 551 -3395  or me at (202) 551 -
3446 if you have  any questions .

Sincerely,

 /s/ Jaime G. John

Jaime G. John
Branch Chief

June 14, 2013

Via E -mail
Mr. Jack B. Dunn, IV
President and Chief Executive Officer
FTI Consulting, Inc.
777 South Flagler Drive, Suite 1500 West Tower
West Palm Beach, FL  33401

 RE: FTI Consulting, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2012
  Filed February 28, 2013
  File No. 1 -14875

Dear Mr. Dunn:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceedi ng initiated by the Commission or any person under the
federal securities laws of the United States.  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 the
informati on the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jonathan Wiggins

Jonathan Wiggins
Staff Accountant

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Correspondence

 909 Commerce Road

 Annapolis,
MD 21401

 410 224-8770 main

410 224-4849 fax

fticonsulting.com

 June 10, 2013

 Jonathan Wiggins

 Staff Accountant

 Division of Corporate Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Re:
FTI Consulting, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed February 28, 2013

 File No. 1-14875

 Ladies and Gentlemen:

On behalf of FTI Consulting, Inc. (the “Company”), set forth below are the Company’s responses to the comments (the
“Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received in your letter dated May 30, 2013 concerning the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2012. For your convenience, the Company’s responses follow the sequentially numbered Comments copied in bold from your letter.

 Form 10-K for the Fiscal Year Ended December 31, 2012 filed February 28, 2013

 Business Overview, page 45

1.
We note your disclosures on page 46 regarding your non-GAAP measures. Please revise in future filings to provide a statement disclosing the reasons why you believe
that presentation of each of the non-GAAP financial measures provides useful information to investors regarding your financial condition and results of operations. For example, please disclose why you believe each measure is useful for evaluating
your results of operations as compared from period-to-period and as compared to your competitors. Please provide us with your proposed disclosure.

 Response: The Company acknowledges the Staff’s comment, and in all future filings, beginning with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, the Company will
expand its disclosure regarding the reasons why our management believes that presentation of each of the non-GAAP financial measures provides useful information to investors regarding our financial condition and results of operations.

 The Company has set forth below a draft of the modified disclosures regarding non-GAAP
measures that the Company believes are responsive to the Staff’s comment, which the Company will include in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations:

Non-GAAP Measures

 In the accompanying analysis of financial information, we sometimes use information derived from consolidated and segment financial information that is not presented in our financial statements and
prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these measures are considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission rules. Specifically, we
have referred to:

•

 Segment Operating Income

•

 Total Segment Operating Income

•

 Adjusted EBITDA

•

 Adjusted Segment EBITDA

•

 Total Adjusted Segment EBITDA

•

 Adjusted Net Income

•

 Adjusted Earnings per Diluted Share

 We define Segment Operating Income as a segment’s share of consolidated operating income. We define Total Segment Operating Income as the total of Segment Operating Income for all segments, which
excludes unallocated corporate expenses. We use Segment Operating Income for the purpose of calculating Adjusted Segment EBITDA. We define Adjusted EBITDA as consolidated net income before income tax provision, other non-operating income (expense),
depreciation, amortization of intangible assets, special charges and goodwill impairment charges. We define Adjusted Segment EBITDA as a segment’s share of consolidated operating income before depreciation, amortization of intangible assets,
special charges and goodwill impairment charges. We define Total Adjusted Segment EBITDA as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. We use Adjusted Segment EBITDA to internally evaluate
the financial performance of our segments because we believe it is a useful supplemental measure which reflects current core operating performance and provides an indicator of the segment’s ability to generate cash. We also believe that these
measures, when considered together with our GAAP financial results, provide management and investors with a more complete understanding of our operating results, including underlying trends, by excluding the effects of special charges and goodwill
impairment charges. In addition, EBITDA is a common alternative measure of operating performance used by many of our competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance
of companies in our industry. Therefore, we also believe that these measures, considered along with corresponding GAAP measures, provide management and investors with additional information for comparison of our operating results to the operating
results of other companies.

 Page 2

 We define Adjusted Net Income and Adjusted Earnings per Diluted Share as net
income and earnings per diluted share, respectively, excluding the impact of special charges, goodwill impairment charges and losses on early extinguishment of debt. We use Adjusted Net Income for the purpose of calculating Adjusted Earnings per
Diluted Share. Management uses Adjusted Earnings per Diluted Share to assess total company operating performance on a consistent basis. We believe that this measure, when considered together with our GAAP financial results, provides management and
investors with a more complete understanding of our business operating results, including underlying trends, by excluding the effects of special charges, goodwill impairment charges and losses on early extinguishment of debt.

Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable to other
similarly titled measures of other companies. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, the information contained in our Consolidated Statements of Comprehensive Income (Loss).
Reconciliations of GAAP to non-GAAP financial measures are included elsewhere in this filing.

 Results of Operations, page 54

2.
We note that total segment operating income is a non-GAAP measure, and that you have reconciled this measure to net income (loss) as part of your reconciliation of
total adjusted segment EBITDA on page 59. Please revise in future filings to also include all of the disclosures required by Item 10(e) of Regulation S-K. Refer to Question 104.04 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.

 Response: The Company acknowledges the Staff’s comment, and in all future
filings, beginning with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, the Company will add all of the disclosures required by Item 10(e) of Regulation S-K with respect to our use of “segment operating
income” and “total segment operating income.” Specifically, we will include a definition for each of these non-GAAP financial measures along with a statement disclosing the reasons why our management believes that such measures
provide useful information to investors. This statement will be in the form of the proposed disclosure included in our response to Comment 1 above.

 Page 3

 In responding to the Staff’s comments, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 We hope the foregoing answers are responsive to the Comments. If you have any questions
with respect to the foregoing, please do not hesitate to contact me by telephone at 410-951-4827 or at eric.miller@fticonsulting.com.

Very truly yours,

/s/ Eric B. Miller

Eric B. Miller

Executive Vice President, General Counsel and Chief Risk Officer

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

May 30, 2013

Via E -mail
Mr. Jack B. Dunn, IV
President and Chief Executive Officer
FTI Consulting, Inc.
777 South Flagler Drive, Suite 1500 West Tower
West Palm Beach, FL  33401

 RE: FTI Consulting, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2012
  Filed February 28, 2013
  File No. 1-14875

Dear Mr. Dunn :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please re spond to this letter within ten business days by prov iding the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances , please tell us why in your response.

After reviewing the information  you provide in response to thes e comments, we may
have additional comments.

Business Overview, page 45

1. We note your disclosures on page 46 regarding your non -GAAP measures.  Please revise
in future filings to provide a statement disclosing the reasons why you believe that
presentation  of each of the non -GAAP financial measures provides useful information to
investors regarding your financial condition and results of operations. For example,
please disclose why you believe each measure is useful for evaluating your results of
operations  as compared from period -to-period and as compared to your competitors.
Please provide us with your proposed disclosure.

Results of Operations, page 54

2. We note that total segment operating income is a non -GAAP measure, and that you have
reconciled this measure to net income (loss) as part of your recon ciliation of total
adjusted segment EBITDA on page 59.  Please revise in future filings to also include all

Mr. Jack B. Dunn, IV
FTI Consulting, Inc.
May 30, 2013
Page 2

 of the disclosures required by Item 10(e) of Regulation S -K.  Refer to Question 104.04 of
the Compliance and Disclosure Interpretations on Non -GAAP Financial Measures.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inclu des the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules req uire.  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.

 In responding to our commen ts, please provide a written  statement from the company
acknowledging that

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any  action with respect to the filing; and

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

You may contact William Demarest, Staff Acc ountant, at (202) 551-3432 or me at (202)
551-3694  with any questions.

        Sincerely,

        /s/ Jonathan Wiggins

        Jonathan Wiggins
        Staff Accountant

August 10 , 201 2

Via E -Mail
Jack B. Dunn, IV
President and Chief Executive  Officer
FTI Consulting, Inc.
777 Flagler Drive , Suite 1500
West Palm  Beach , FL    33401

                 Re: FTI Consulting, Inc.
                        Form 10 -K for the Fiscal Ye ar Ended December  31, 20 11
Filed February 24, 201 2
File No. 001-14875

Dear Mr.  Dunn :

We have completed our review of your filings.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing s and the
company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  We
urge all persons who are responsible for the accuracy and adequac y of the disclosure in
the filings  to be certain that the filing s include the information the Securities Exchange
Act of 1934 and all applicable rules require.

                                                                                    Sincerely ,

        /s/ Daniel L. Gordon

Daniel L. Gordon
                                                                                    Branch Chief

CORRESP
1
filename1.htm

SEC Comment Response Letter

 909 Commerce Road

Annapolis, MD 21401

 410 224-8770 main

 410
224-4849 fax

 fticonsulting.com

 July 31, 2012

 Daniel L. Gordon

 Branch Chief

 Division of Corporate Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Re:
FTI Consulting, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2011

 Filed February 24, 2012

 File No. 001-14875

Ladies and Gentlemen:

 On
behalf of FTI Consulting, Inc. (the “Company”), set forth below are the Company’s responses to the comments (the “Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) received in your letter dated July 18, 2012 concerning the Company’s Form 10-K for the fiscal year ended December 31, 2011 (the “2011 Form 10-K”). For your convenience, the
Company’s responses follow the sequentially numbered Comments copied in bold from your letter.

 Form 10-K for the Fiscal Year Ended
December 31, 2011 filed February 24, 2012

 Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations

 Reconciliation of Operating Income to Adjusted EBITDA, page 53

1.
We note that you have reconciled Adjusted EBITDA to operating income. Please tell us how you considered Compliance and Disclosure Interpretations, Non-GAAP Financial
Measures, Question 103.02 which requires that such measures be reconciled to net income.

 Response:
The Company acknowledges the Staff’s comment, and accordingly, in all future filings, beginning with the Form 10-Q for the quarterly period ended June 30, 2012, the Adjusted EBITDA used in Management’s Discussion and Analysis –
Results of Operations will be reconciled to consolidated net income. The Company respectfully submits that the only additional reconciling items are net interest expense and the income tax provision, such items included on the face of the statements
of income. As a result, the Company believes that the presentation was not misleading, and provided a clear and understandable reconciliation to investors.

 Reconciliation of Net Income and Earnings Per Share to Adjusted Net Income and Adjusted Earnings Per
Share, page 54

2.
We note that adjustments to net income have been presented net of tax. Please tell us how you considered Compliance and Disclosure Interpretations, Non-GAAP
Financial Measures, Question 102.11 which requires disclosure of the tax effect of such reconciling item and how it was calculated.

 Response: The Company acknowledges the Staff’s comment, and accordingly, in all future filings, beginning with the Form 10-Q for the quarterly period ended June 30, 2012, the tax effect
of each reconciling item related to Adjusted Net Income will be disclosed along with disclosure of how the tax effect was calculated.

3.
Please tell us how you considered Compliance and Disclosure Interpretations, Non-GAAP Financial Measures, Question 102.05 which requires that non-GAAP earnings per
share be reconciled to GAAP earnings per share.

 Response: The Company acknowledges the Staff’s
comment, and in all future filings, beginning with the Form 10-Q for the quarterly period ended June 30, 2012, the Adjusted Earnings Per Share used in Management’s Discussion and Analysis – Results of Operations will be
reconciled to GAAP earnings per share.

 Adjusted Segment EBITDA, page 57

4.
We note that you have reconciled Adjusted Segment EBITDA to segment operating income. Please tell us how you considered Compliance and Disclosure Interpretations,
Non-GAAP Financial Measures, Question 103.02 which requires that such measures be reconciled to net income.

Response: The Company acknowledges the Staff’s comment, and in all future filings, beginning with the Form 10-Q for the
quarterly period ended June 30, 2012, the total of Adjusted Segment EBITDA for all segments (the “Total Adjusted Segment EBITDA”) used in Management’s Discussion and Analysis – Segment Results will be reconciled
to consolidated net income. While acknowledging the Staff’s guidance in this respect, the Company respectfully submits that, in the context of presenting Adjusted Segment EBITDA as a performance measure for each of the Company’s segments,
we believe that segment operating income is a meaningful measure for investors. Accordingly, we will continue to present total segment operating income within the reconciliation to assist investors in more clearly understanding the Company’s
use of Total Adjusted Segment EBITDA. Segment operating income will be presented as a subtotal between net income and Total Adjusted Segment EBITDA. We believe this presentation is in accordance with Item 10(e)(1)(i)(A) of Regulation S-K
which provides for a presentation of the most directly comparable financial measure or measures.

 Page 2

 In responding to the Staff’s comments, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 We hope the foregoing answers are responsive to the Comments. If you have any questions with respect to
the foregoing, please do not hesitate to contact me by telephone at 410-951-4827 or eric.miller@fticonsulting.com.

 Very truly yours,

 /s/ Eric B. Miller

Eric B. Miller

 Executive Vice President, General Counsel and Chief Risk Officer

 Page 3

July 18, 201 2

Via E -Mail
Jack B. Dunn, IV
President and Chief Executive  Officer
FTI Consulting, Inc.
777 Flagler Drive , Suite 1500
West Palm  Beach , FL    33401

                 Re: FTI Consulting, Inc.
                        Form 10 -K for the Fiscal Ye ar Ended December  31, 20 11
Filed February 24, 201 2
File No. 001-14875

Dear Mr.  Dunn :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response.   If you do not believe our comments apply to your facts and
circumstance s or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December  31, 2011 filed February 24, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Reconciliation of Operating Income to Adjusted EBITDA , page 53

1. We note that you h ave reconciled Adjusted EBITDA to operating income. Please
tell us how you considered Compliance and Disclosure Interpretations, Non -
GAAP Financial Measures, Question 103.02 which requires that such measures
be reconciled to net income .

Jack B. Dunn, IV
FTI Consulting , Inc.
July 18, 2012
Page 2

 Reconciliation of  Net Income and Earnings Per Share to Adjusted Net Income and
Adjusted Earnings Per Share, page 54

2. We note that adjustments to net income have been presented net of tax. Please tell
us how you considered Compliance and Disclosure Interpretations, Non -GAAP
Financial Measures, Question 102.11 which requires disclosure of the tax effect
of such reconciling item and how it was calculated .

3. Please tell us how you considered Compliance and Disclosure Interpretations,
Non-GAAP Financial Measures, Question 102.05 which requires that non -GAAP
earnings per share be reconciled to GAAP earnings per share.

Adjusted Segment EBITDA , page 57

4. We note that you have reconciled Adjusted Segment EBITDA to segment
operating income. Please tell us how you considered Compliance  and Disclosure
Interpretations, Non -GAAP Financial Measures, Question 103.02 which requires
that such measures be reconciled to net income .

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 the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.   Since the compa ny
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.

 In responding to our comments, please provide a written statement  from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action w ith respect to the filing; and

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

Jack B. Dunn, IV
FTI Consulting , Inc.
July 18, 2012
Page 3

 You may contact Jorge L. Bonilla , Staff Accoun tant, at (202) 551 -3414 or me at
(202) 551 -3486 if you have questions regarding comments on the financial statements
and related matters.  Please contact Erin Martin , Attorney -Advisor , at (202) 551 -3391 or
Jennifer Gowetski , Attorney -Advisor , at (202) 551 -3401 with any other questions.

                                                                                    Sincerely,

        /s/ Daniel L. Gordon

Daniel L. Gordon
                                                                                    Branch Chief

CORRESP
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Acceleration Request

 FTI Consulting, Inc.

777 South Flagler Drive, Suite 1500 West Tower

 West Palm Beach, Florida 33401

 May 20, 2011

VIA EDGAR AND FACSIMILE

 United States
Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

FTI Consulting, Inc.

Registration Statement on Form S-4

Filed March 25, 2011, as amended on May 9, 2011 and May 20, 2011

File No. 333-173096

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, FTI Consulting, Inc. (the
“Registrant”), and the subsidiary guarantors of the Registrant listed as co-registrants on Annex A hereto (the “Co-Registrants” and, together with the Registrant, the “Registrants”), hereby
request that the effectiveness of the Registration Statement on Form S-4 (File No. 333-173096) (the “Registration Statement”) be accelerated so that the Registration Statement becomes effective at 10:00 a.m. (New York City
time) on May 24, 2011 or as soon thereafter as is practicable.

 The Registrants acknowledge that:

•

 should the United States Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Registrants from their full responsibility for the adequacy and accuracy of the disclosures in the Registration Statement; and

•

 the Registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 Please confirm that the Registration
Statement has been declared effective by telephoning Joanne F. Catanese, Associate General Counsel and Corporate Secretary of the Registrant at (410) 951-4867.

 *            *            *

Thank you for your attention to this matter.

Very truly yours,

FTI CONSULTING, INC.

By:

 /s/    Eric B.
Miller

Name:

Eric B. Miller

Title:

Executive Vice President, General Counsel

and Chief Ethics Officer

 Annex A

 Co-Registrant

 I.R.S. Employer Identification
Number

 Attenex Corporation

91-2108490

 Compass Lexecon LLC

20-0302099

 Competition Policy Associates, Inc.

33-1034453

 FD MWA Holdings Inc.

05-0579952

 FD U.S. Communications, Inc.

13-3128710

 FTI, LLC

34-2025396

 FTI Consulting LLC

26-0455131

 FTI General Partner LLC

26-0659309

 FTI Hosting LLC

26-0659182

 FTI International LLC

20-5486544

 FTI Investigations, LLC

42-1684517

 FTI SMG LLC

26-2156158

 FTI Technology LLC

02-0736098

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 April 8 , 2011

Eric B. Miller
Executive Vice President, General Counsel and Chief Ethics Officer
FTI Consulting, Inc.
500 East Pratt Street, Suite 1400 Baltimore, Maryland  21202

Re: FTI Consulting, Inc.
 Registration Statement on Form S -4
Filed March 2 5, 2011
 File No. 333 -173096
 Dear Mr. Miller :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your
response.
 After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
1. We note you have submitted an application for confi dential treatment.  Please note that
we will not be in a position to clear your registration statement on Form S -4 until your
application for confidential treatment has been resolved.
General
2. We note tha t you are registering the 6¾% Senior Notes due 2020 in relia nce on our
position enunciated in Exxon Capital Holdings Corp., SEC No- Action Letter (April 13,
1988).  See also Morgan Stanley & Co. Inc., SEC  No-Action Letter (June 5, 1991) and
Sherman & Sterling, SEC No -Action Letter (July 2, 1993).  Please provide us with a
supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Sherman & Sterling no- action letters.

Eric B. Miller
FTI Consulting, Inc.
April 8, 2011
Page 2

We urge all pers ons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the  information the Securities Act of 1933 and
all applicable Securities  Act rules require.   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 you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company 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 a ny 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 dis closure in the filing; and

• the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
 Please refer to Ru les 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective respo nsibilities 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.  Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact  Sandra B. Hunter, Attorney -Advisor, at (202) 551- 3758 or me at (202)
551-3233 with any questions.

Sincerely,

        Tom Kluck
        Branch Chief

cc:  Christopher M. Kelly, Esq. Rory T. Hood, Esq.
Jones Day
Via facsimile : (212) 755- 7306

Mail Stop 4561         December 31, 2008  VIA USMAIL and FAX (410) 951-4805  Mr. Jorge A. Celaya Executive Vice President and Chief Financial Officer FTI Consulting, Inc. 500 East Pratt Street, Suite 1400 Baltimore, Maryland 21202

Re: FTI Consulting, Inc.
Form 10-K for the year ended December 31, 2007
Filed on February 29, 2008 File No. 001-14875

Dear Mr. Jorge A. Celaya:

We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

Cicely LaMothe Branch Chief

CORRESP
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Correspondence

 December 22, 2008

 By EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Re:

FTI Consulting, Inc.

Form 10-K for Fiscal Year Ended December 31, 2007

Filed February 29, 2008

File No. 001-14875

 Ladies and Gentlemen:

 Pursuant to the letter of the staff dated December 11, 2008 relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and Form 10-Q for the quarter ended September 30,
2008 of FTI Consulting, Inc. (the “Company”). The Company hereby acknowledges to the Securities and Exchange Commission (the “Commission”) in connection with those filings that:

•

 the Company is responsible for the adequacy and accuracy of the disclosures in such filings;

•

 staff comments or changes to disclosure in response to comments do not foreclose the Commission from taking any action with respect to such filings; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Very truly yours,

 /S/ ERIC B. MILLER

Eric B. Miller

Senior Vice President and General Counsel

CORRESP
1
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Correspondence

 December 22, 2008

 Mr. John Kluck

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street NE, Mail Stop 3561

 Washington, DC 20549

 Phone: 202-551-3233

Re:

FTI Consulting, Inc.

Form 10-K for Fiscal Year Ended December 31, 2007

Filed February 29, 2008

File No. 001-14875

 Dear Mr. Kluck:

 On behalf of FTI Consulting, Inc. (“FTI” or the “Company”), set forth below are the Company’s responses to the comments (the “Comments”) of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) received in your letter dated December 11, 2008 concerning the Company’s Form 10-K for the fiscal year ended December 31, 2007 (the “2007 Form 10-K”) and Form
10-Q for the quarter ended September 30, 2008 (the “Third Quarter Form 10-Q”). For your convenience, the Company’s responses follow the sequentially numbered Comments copied in bold from your letter.

1.
In future filings, please provide the performance line graph as required by Item 201(e) of Regulation S-K

 Response: The Company acknowledges that the Staff has withdrawn this comment.

2.
We note that you granted contractual protection to sellers in certain acquisitions against the decline in value of restricted stock issued as consideration. Tell us what
consideration was given to providing an expanded discussion regarding the accounting treatment of the contingent consideration, including the initial valuation of the restricted stock, the specific restrictions on the stock and your basis in GAAP
for applying the contingent consideration payable to goodwill given the guidance in paragraph 30 of SFAS 141. Additionally reconcile this policy to your disclosure in Note 8 of your Quarterly Report on Form 10-Q as of September 30, 2008.

 Response: The Company is hereby providing supplemental information regarding contractual protection provided to
sellers against the decline in value of restricted shares issued in a purchase business combination. The Company respectfully submits that the disclosure in its Third Quarter Form 10-Q was updated from our 2007 Form 10-K to correctly disclose that
additional consideration provided to sellers as a result of contingencies based upon contractual protection to sellers against the decline in value of restricted stock issued would be recorded as an adjustment to additional paid-in capital in
accordance with paragraph 30 of SFAS 141. We have not been required to make any payments to sellers under our current contractual agreements against the decline in value of our restricted shares issued in a purchase business combination. In future
filings, the Company will revise its footnote disclosure to differentiate the accounting treatment for the potential distribution of additional cash consideration upon resolution of contingencies based upon contractual protection to sellers against
the decline in value of restricted stock from other types of contingent consideration. The Company further acknowledges that the issuance of additional consideration as a result of stock price protection will not impact the cost of the acquisition.

 Securities and Exchange Commission

 December 22, 2008

 Page 2

 With regard to the current disclosure in the Company’s 2007 Form 10-K, we note that the Company has
extensive disclosure regarding each of the then applicable stock price protection provisions in the Quantitative and Qualitative Disclosure About Market Risk Section (on page 62). In accordance with the provisions set forth in paragraph 20 of SFAS
141, when our common stock is used as all or part of the consideration in a purchase business combination, the fair value of the common stock issued is used in the determination of the cost of the acquired business. The fair value of our common
stock is based on quoted market prices. The shares are subject to contractual restrictions on transfer and hedging based on the lapse of time as well as conditions on transfer of unregistered shares of common stock of the Company pursuant to Rule
144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Upon lapse of the contractual restrictions on transfer and hedging (and assuming there is an exemption from the registration requirements of the
Securities Act then available), the holder should be able to transfer or hedge such shares. No adjustment to the fair value of our common stock has been made as a result of these restrictions.

 In future filings, we will include a statement that provides the reader additional information regarding the term of the price protection plan and the
specific restriction on shares issued as part of the consideration in a purchase business combination. The Company will provide the following disclosure in the notes related to its acquisition agreements that contain stock price guarantees.

 Certain acquisition related restricted stock agreements contain stock price guarantees that may result in cash payments in the future if
our share price falls below a specified per share market value on the date the stock restrictions lapse (“the determination date”). The future settlement of any contingency related to security price will be recorded as an adjustment to
additional paid-in capital. As of December 31, 2008, we are not obligated to make any price protection related payments under existing contractual arrangements. However, we will be required to do so in the future if our share price falls below
the price guarantee on the determination date. Our stock price guarantee provisions have stock floor prices that range from $22.33 to $69.62 per share and have determination dates that range from 2009 to 2013.

 If you have any questions concerning the matters referred to in this letter, please contact Cathy Freeman at 410-224-1453 or Andrew Page at 410-224-6312.

Sincerely,

 /S/ JORGE A. CELAYA

Jorge A. Celaya

Executive Vice President and Chief Financial Officer

Mail Stop 4561         December 11, 2008  VIA USMAIL and FAX (410) 951-4805  Mr. Jorge A. Celaya Executive Vice President and Chief Financial Officer FTI Consulting, Inc. 500 East Pratt Street, Suite 1400 Baltimore, Maryland 21202

Re: FTI Consulting, Inc.
Form 10-K for the year ended December 31, 2007
Filed on February 29, 2008 File No. 001-14875

Dear Mr. Jorge A. Celaya:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Jorge Celaya
FTI Consulting, Inc.
December 11, 2008 Page 2  FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007

 Item 5. Market for the Regi strant’s Common Equity, Rela ted Stockholder Matters and
Issuer Purchases of Equ ity Securities, page 30
 1. In future filings, please provide the perf ormance line graph as required by Item
201(e) of Regulation S-K.

Financial Statements and Notes

Note 3 – Acquisitions, pages 86-90

2. We note that you granted contractual protec tion to sellers in certain acquisitions
against the decline in value of restricted stock issued as consideration.  Tell us
what consideration was given to provid ing an expanded discussion regarding the
accounting treatment of the contingent  consideration, in cluding the initial
valuation of the restricted stock, the sp ecific restrictions on the stock and your
basis in GAAP for applying the contingent consideration payable to goodwill given the guidance in paragraph 30 of SFAS 141. Additionally reconcile this
policy to your disclosure in Note 8 of your Quarterly Report on Form 10-Q as of
September 30, 2008.

***
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after 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 filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Jorge Celaya
FTI Consulting, Inc. December 11, 2008 Page 3    In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Jaime John at (202 ) 551-3446 or me at (202) 551-3413 if you
have questions regarding comments on the fi nancial statements and related matters.
Please contact Erin Martin at (202)  551-3391 with any other questions.

         S i n c e r e l y ,
Cicely LaMothe
Branch Chief

December 3, 2007  Mail Stop 3561

By U.S. Mail and facsimile to (410) 224-3552

Eric B. Miller Senior Vice-President and General Counsel FTI Consulting Inc. 500 East Pratt Street, Suite 1400 Baltimore, MD 21202

Re: FTI Consulting Inc.
 Definitive 14A
Filed April 11, 2007
 File No. 1-14875

Dear Mr. Miller:
 We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response letters  or any disclosure you includ e in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3357 with any questions.
Sincerely,

Pam Howell Special Counsel

CORRESP
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Correspondence Filing

 September 27, 2007

 By EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Attention:
Pam Howell

Special Counsel

Re:
FTI Consulting, Inc.

Definitive 14A

Filed April 11, 2007

File No. 1-14875

 Dear Ms. Howell:

 In accordance with your conversation of today with Keith Pisani of Paul, Hastings, Janofsky & Walker LLP, we hereby advise the staff of the
Division of Corporation Finance that we are amending the disclosure provided to you in our letters dated September 19, 2007 (the “September 19th Letter”) and September 26, 2007 (the “September 26th Letter”) as follows:

 September 19th Letter

 We hereby amend the
disclosure on page 3 of the September 19th Letter to insert the following language immediately following the heading “ITEM 8.01 – OTHER EVENTS”: “Set forth below is additional information regarding 2007 short-term
non-equity incentive or bonus compensation for certain executive officers:”

 We also hereby delete the following language that appeared on page 5
of the September 19th Letter as the last sentence of our response to comment 3: “FTI has issued guidance for 2008 of between $1.92 and $2.00 EPS for the year ending December 31, 2007, which if achieved could result in the
participants earning bonus awards under the Incentive Plan for 2007.”

 September 26th Letter

 We hereby amend the September 26th Letter to insert the following after the word “criteria” on the last line of page 1: “for the president and
chief executive officer and executive chairman of the board.”

 Securities and Exchange Commission

 September 27, 2007

 Page 2

 We hereby replace the
words “These quarterly benchmarks” that appear in the beginning of the first full sentence on page 2 with the following: “The quarterly financial benchmarks.”

 We also hereby delete the following language that appeared as the last sentence of the penultimate paragraph of the September 26th Letter: “Investors should look to our published guidance disclosed in our
press release dated August 3, 2007 and furnished as an exhibit to our Current Report on Form 8-K furnished to the Securities and Exchange Commission on August 6, 2007 for a discussion of our guidance and the limitations regarding our
guidance.”

 If you have any questions with respect to the foregoing, please contact Joanne F. Catanese, Associate General Counsel and Secretary of the
Company at 410-224-7867 or joanne.catanese@fticonsulting.com.

 Very truly yours,

 /S/ ERIC B. MILLER

 Eric B. Miller

 Senior Vice President and General Counsel

CORRESP
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filename1.htm

Correspondence Letter

 FTI Consulting

 500 East Pratt Street

 Suite 1400

 Baltimore, MD 21202

 410.951.4800 main

 410.224.3552 fax

 www.fticonsulting.com

 September 26, 2007

 By EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Attention:

Pam Howell

Special Counsel

             Re:

FTI Consulting, Inc.

Definitive 14A

Filed April 11, 2007

File No. 1-14875

 Dear Ms. Howell:

 This letter is submitted in response to the supplemental comment of the staff transmitted orally to counsel to FTI Consulting, Inc. by telephone on September 24, 2007. Our response to the staff’s comment is
set forth below:

 Short-Term Non-Equity Incentive or Bonus Compensation, page 37

 1. Disclose the “internal quarterly financial projections” referenced in the third sentence after the table that appears on page 4 of your response letter dated September 19, 2007.

 Response:

 We hereby propose to amend the disclosure
set forth in our response letter dated September 19, 2007 by replacing the first three sentences after the table that appears on page 4 of our response letter, with the following:

 “As permitted under the Incentive Plan and Section 162(m) of the Internal Revenue Code of 1986, as amended, the Committee approved subjective individual performance criteria relating to the performance of
the participants that could be considered by the Committee in it sole discretion, if it so chooses, to reduce but not increase maximum target awards once an EPS target has been achieved. The criteria are general in nature and relate to the

 Securities and Exchange Commission

 September 26, 2007

 Page 2

achievement of internal quarterly financial benchmarks as well as progress on branding, employee policies, global expansion and acquisition initiatives,
succession planning, strategic data collection and analysis, and improving the efficiency of the meetings of the Board and its committees. These quarterly benchmarks do not constitute guidance or projections but were established as benchmarks
against which to measure progress. The Committee set first, second, third and fourth quarterly benchmarks of (a) EPS $0.33, $0.43, $0.45 and $0.64, respectively, (b) EBITDA of $42 million, $49 million, $50 million and $65 million,
respectively, (c) revenues of $219 million, $229 million, $232 million and $250 million, respectively, and (d) operating cash flow of (negative $50 million), $29 million, $11 million and $103 million, respectively, as well as a leverage
ratio at December 31, 2007 of 2.50. FTI does not warrant or represent the accuracy of the quarterly subjective financial benchmarks established by the Committee and there is no assurance that these quarterly benchmarks can or will be met.
Actual results may vary materially. Investors should look to our published guidance disclosed in our press release dated August 3, 2007 and furnished as an exhibit to our Current Report on Form 8-K furnished to the Securities and Exchange
Commission on August 6, 2007 for a discussion of our guidance and the limitations regarding our guidance.”

 If you have any
questions with respect to the foregoing, please contact Joanne F. Catanese, Associate General Counsel and Secretary of the Company at 410-224-7867 or joanne.catanese@fticonsulting.com.

 Very truly yours,

 /S/ ERIC B. MILLER

Eric B. Miller

Senior Vice President and General Counsel

CORRESP
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filename1.htm

Correspondence

 FTI Consulting

 500 East Pratt Street

Suite 1400

 Baltimore, MD 21202

 410.951.4800 main

 410.224.3552 fax

 www.fticonsulting.com

 September 19, 2007

 By EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Re:
FTI Consulting, Inc.

 Definitive 14A

 Filed April 11, 2007

 File
No. 1-14875

 Ladies and Gentlemen:

 Pursuant to the letter of the staff dated August 21, 2007 relating to the Definitive Schedule 14A of FTI Consulting, Inc. (the “Company”) for its 2007 annual meeting of stockholders filed with the US Securities and Exchange
Commission (the “Commission”) on April 11, 2007 (the “Filing”), the Company hereby acknowledges to the Commission in connection with the Filing that:

•

 the Company is responsible for the adequacy and accuracy of the disclosures in the above Filing;

•

 staff comments or changes to the disclosure in response to comments do not foreclose the Commission from taking any action with respect to the Filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Very truly yours,

/S/ ERIC B. MILLER

 Eric B. Miller

 Senior Vice President and General
Counsel

CORRESP
1
filename1.htm

Correspondence

 FTI Consulting

 500 East Pratt
Street

 Suite 1400

 Baltimore, MD 21202

 410.951.4800 main

 410.224.3552 fax

 www.fticonsulting.com

 September 19, 2007

 By EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Attention:
    Pam Howell

    Special
Counsel

Re:
   FTI Consulting, Inc.

Definitive 14A

    Filed April 11, 2007

    File No. 1-14875

 Dear Ms. Howell:

 This letter is submitted in response to the comments set forth in the staff’s letter dated August 21, 2007 relating to the above captioned
filing of FTI Consulting, Inc. (the “Company”). For your convenience, the numbered paragraphs of this letter correspond to the numbered paragraphs of the comment letter. Our responses to the staff’s comment letter are set forth below:

 Compensation Discussion and Analysis, page 32

 1.
Individual officer performance is one of the factors considered in making executive compensation decisions. Please disclose how specific forms of compensation are structured and implemented to reflect each named executive officer’s individual
performance and/or individual contribution to these items of the registrant’s performance, describing the elements of individual performance and/or contribution that are taken into account. See Item 402(b)(2) (vii) of Regulation S-K.
In addition, disclose substantial deviations in individual elements of compensation. For example, we note that equity awards made to Mr. Shaughnessy (2006 grant date fair value of $3.8 million) are substantially higher than the next
highest award (2006 grant date fair value of $2.3 million for awards made to the CEO).

 Securities and Exchange Commission

 September 19, 2007

 Page 2

 Response:

 The
Company will discuss the relationship between the structure and implementation of specific elements of compensation and individual performance as well as material compensation differentials among similarly positioned named executive officers in
accordance with Item 402(b)(2)(vii) of Regulation S-K in its proxy statement for its 2008 annual meeting of stockholders (the “2008 Proxy Statement”), to the extent that such factors were present or considered by the Compensation
Committee (the “Committee”) of our Board of Directors when setting such compensation.

 2. You benchmark your compensation with the comparable
companies listed on page 33. Analyze the role of this comparable company benchmarking in determining overall compensation and any individual components – such as whether you have established specific benchmarks for total compensation or
individual components of compensation as compared to these companies. If so, disclose where you target each element of compensation against the comparator companies and where actual payments fall within targeted parameters. To the extent actual
compensation was outside a targeted percentile range, please explain why.

 Response:

 The Company will analyze the role of any comparable company benchmarking considered by the Committee in determining overall compensation and any individual components in accordance with Item 402(b)(2)(xiv) and
the staff’s comment in our 2008 Proxy Statement.

 Short-Term Non-Equity Incentive or Bonus Compensation, page 37

 3. You state that the 2007 performance target is based on company-wide earnings per share. Disclose this performance target since it appears to have been set as of the
filing of this proxy statement or provide a supplemental analysis as to why it is appropriate to omit this target pursuant to Instruction 4 to Item 402(b) of Regulation S-K. To the extent that it is appropriate to omit specific targets, please
provide the disclosure pursuant to Instruction 4 to Item 402(b) of Regulation S-K. General statements regarding our level of difficulty, or ease, associated with achieving performance goals either corporately or individually are not sufficient.
In discussing how likely it will be for the Company to achieve the target levels or other factors, provide as much detail as necessary without providing information that poses a risk of competitive harm.

 Response:

 The Company will file a Current Report on Form 8-K with
the Securities and Exchange Commission in the third quarter of 2007 to disclose the participants, 2007 performance goals and individual maximum cash target bonus levels established by the Committee in March 2007 under the Company’s Incentive
Compensation Plan that is intended to

 Securities and Exchange Commission

 September 19, 2007

 Page 3

comply with Section 162(m) of the Internal Revenue Code of 1986, as amended, with respect to the deductibility of certain executive compensation. The
text of the Form 8-K will substantially read as follows:

 “ITEM 8.01 – OTHER EVENTS

 On March 23, 2007, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of FTI Consulting, Inc.
(“FTI”) approved participants, performance goals and the individual maximum cash target bonus levels for fiscal year 2007 under FTI’s Incentive Compensation Plan, as amended and restated (the “Incentive Plan”).

The Committee designated FTI’s president and chief executive officer, executive chairman of the board, executive vice president and chief
operating officer, executive vice president and chief risk, legal and compliance officer, and executive vice president – corporate development as the only participants for fiscal year 2007. The executive officers designated as 2007 participants
in the Incentive Plan do not necessarily correlate to those executive officers who may be the named executive officers in FTI’s proxy statement for our 2008 annual stockholders meeting. The Committee did not include FTI’s chief financial
officer at the time as a participant in the Incentive Plan for 2007 because Mr. Pincus’ employment contract was extended for only one year ending November 2007.

 As set forth in the Incentive Plan, the Committee may choose from a range of defined objective performance measures: earnings before interest, taxes, depreciation and amortization, or EBITDA, stock price, earnings per
share, earnings per share before stock option expense, net earnings, operating or other earnings, revenues, net cash flow, financial return ratios, return on assets, stockholder return, return on equity, growth in assets, and market share or
strategic business criteria consisting of one or more objectives meeting specified revenue goals, market penetration goals, geographic business expansion goals, or goals relating to acquisitions or strategic partnerships. When establishing
performance goals for 2007, the Committee reviewed and discussed FTI’s business and financial plans for 2007, company expectations, anticipated market conditions, FTI’s published financial guidance and the recommendations of the president
and chief executive officer and executive chairman of the board. For fiscal year 2007, the Committee approved a range of performance goals based on company-wide earnings per share (determined in accordance with Generally Accepted Accounting
Principles) (“EPS”) as the objective performance goals.

 The maximum target awards have not been set by formula. The Chair of the
Committee proposed maximum cash bonus targets for the participants to FTI’s chief executive officer and president and executive chairman of the board, who then commented and proposed revised targets, which were ultimately accepted and approved
by the Committee substantially in line with their recommendations.

 Securities and Exchange Commission

 September 19, 2007

 Page 4

 The maximum cash awards under the Incentive Plan for fiscal year 2007 vary at each EPS level
established as an objective performance goal, as follows:

 Earnings Per Share

 Threshold
for COO
$1.00

 ($)

 Threshold
for Other
Participants
$1.49

 ($)

 $1.65

 ($)

 $1.75

 ($)

 Target
$1.85

 ($)

 $1.90

 ($)

 $1.95

 ($)

 $2.00

 ($)

 Maximum

 $2.05

 ($)

 Participants

 Jack B. Dunn, IV

 President and Chief Executive Officer

500,000

1,200,000

1,325,000

1,475,000

1,575,000

1,675,000

1,750,000

1,850,000

 Dennis J. Shaughnessy
Chairman of the Board

500,000

1,200,000

1,325,000

1,475,000

1,575,000

1,675,000

1,750,000

1,850,000

 Dominic DiNapoli

 Executive Vice President and Chief Operating Officer

500,000

500,000

500,000

500,000

500,000

600,000

700,000

800,000

800,000

 John A MacColl

 Executive Vice President and Chief Legal, Risk and Compliance Officer

250,000

500,000

625,000

775,000

875,000

975,000

1,050,000

1,150,000

 David G. Bannister

 Executive Vice President - Corporate Development

250,000

500,000

625,000

775,000

875,000

975,000

1,050,000

1,150,000

 Total Bonus Pool

500,000

2,000,000

3,900,000

4,400,000

5,000,000

5,500,000

6,000,000

6,400,000

6,800,000

 As permitted under the Incentive Plan and Section 162(m) of the Internal Revenue Code of 1986, as
amended, the Committee approved subjective individual performance criteria relating to the performance of the participants that could be considered by the Committee to reduce but not increase maximum target awards. The performance criteria of the
president and chief executive officer and the executive chairman of the board were developed in consultation with those officers and is the same for both of them. The criteria are general in nature and relate to the achievement of internal quarterly
financial projections as well as progress on branding, employee policies, global expansion and acquisition initiatives, succession planning, strategic data collection and analysis, and improving the efficiency of the meetings of the Board and its
committees. The Committee agreed

 Securities and Exchange Commission

 September 19, 2007

 Page 5

with individual subjective performance goals set by the president and chief executive officer and executive chairman of the board for the other participants,
which the Committee will consider when setting actual bonus amounts awarded in 2008 for the 2007 plan year. The individual goals of the other participants are general, broad and reinforce the goals set for the president and chief executive officer
and executive chairman of the board. The subjective performance goals of the chief operating officer are to improve practice group revenue and profitability, employee utilization, employee recruitment, client development and budget forecasting and
to promote global expansion and acquisitions. The subjective performance goals of the chief legal, risk and compliance officer are to improve client relationship management, enterprise risk management, contract forms, employee communications,
recruiting, employee performance evaluations, succession planning and the efficiency of the meetings of the Board and its committees. The subjective performance goals of the corporate development officer are to identify and explore acquisition and
global expansion opportunities, successfully integrate acquisitions, update long-term strategic plans, expand client relationships, improve client development tools, improve budgeting and forecasting tools and develop investor relations. The
Committee has not assigned weights to each performance goal but has advised each participant that the failure to meet such participant’s individual performance goals could result in a reduction of such participant’s maximum target bonus.

 The actual bonuses paid for fiscal year 2007 in 2008 (if any) will vary depending on the extent to which actual FTI and individual
performance meets or falls short of the goals approved by the Committee. FTI has issued guidance for 2008 of between $1.92 and $2.00 EPS for the year ending December 31, 2007, which if achieved could result in the participants earning bonus
awards under the Incentive Plan for 2007.”

 4. Provide clear disclosure of the specific factors considered in determining to grant the special
discretionary cash bonus payments made to certain executive officers and analyze how those factors were used to determine the actual award granted for each named executive. The current disclosure on page 39 is very general in nature. See
Item 402(b)(1)(v) of Regulation S-K.

 Response

 To
the extent the Committee provides discretionary cash bonuses to the Company’s named executive officers in the future, the Company will disclose any specific factors considered in determining to grant the discretionary bonus payments and how
those factors were used to determine the actual award amount granted to each named executive, if applicable.

 Securities and Exchange Commission

 September 19, 2007

 Page 6

 Grants of Plan Based Awards for Fiscal Year Ended December 31, 2006, page 48

 5 The non-equity incentive plan award for Mr. DiNapoli to receive a minimum bonus payment of $500,000 upon the achievement of $1 EPS appears to be separate from the
incentive compensation plan with a threshold of EPS $1.46. Please provide separate line items to reflect the estimated payouts under each award. See Instruction 1 to Item 402(d) of Regulation S-K.

 Response

 As discussed during our telephone call of September 5,
2007, there is only one incentive compensation plan and one threshold award to Mr. DiNapoli under that plan. Mr. DiNapoli’s target award is the same at both $1.00 and $1.46 EPS. The Company will revise the footnotes to the table in
future filings to clarify this point.

 Outstanding Equity Awards at Fiscal Year End, page 50

 6. Clearly disclose the vesting dates of options held at fiscal year end by footnote. See Instruction 2 to Item 402(f)(2) of Regulation S-K. For example, it is
unclear from footnote four when the one year and eight year dates for each award will occur.

 Response

 As we discussed during our telephone call on September 5, 2007, the Company will add a Column to the Table – Outstanding Equity Awards at Fiscal Year-End
included in the 2008 Proxy Statement, to specify the initial grant date of option awards.

 Employment Agreements and Potential Termination and Change in
Control Payments, page 54

 7. In the Compensation Discussion and Analysis, please discuss how the arrangements for the potential payments to be made
upon termination or change in control fit into your overall compensation objectives and affect the decisions you made regarding other compensation elements. Also, explain why you structured the terms and payout levels of these arrangements as you
did.

 Response

 In many cases the employment agreements
that specify the potential termination payouts to named executive officers were negotiated many years ago. To the extent information is available to the Company, we will discuss how the potential payments fit into the overall compensation objectives
and affect decisions relating to other elements of compensation as well as the reasons why such terms and payout levels were structured the way they were in the CD&A included in our 2008 Proxy Statement.

 Securities and Exchange Commission

 September 19, 2007

 Page 7

 In response to the staff’s request that we acknowledge certain responsibilities under the Federal Securities
Laws of the United States, we are providing our acknowledgements under separate cover filed with the Securities and Exchange Commission simultaneously herewith.

 If you have any questions with respect to the foregoing, please contact Joanne F. Catanese, Associate General Counsel and Secretary of the Company at 410-224-7867 or joanne.catanese@fticonsulting.com.

Very truly yours,

/S/ ERIC B. MILLER

Eric B. Miller

Senior Vice President and General Counsel

August 21, 2007  Mail Stop 3561

By U.S. Mail and facsimile to (410) 951-4878

Jack B. Dunn IV President and Chief Executive Officer FTI Consulting Inc. 500 East Pratt Street, Suite 1400 Baltimore, MD 21202

Re: FTI Consulting Inc.
 Definitive 14A
Filed April 11, 2007
 File No. 1-14875

Dear Mr. Dunn:
 We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s  focused review of executive compensation
disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Jack B. Dunn IV
FTI Consulting Inc. August 21, 2007 Page 2  Compensation Discussion and Analysis, page 32

1. Individual officer performance is one of the factors considered in making
executive compensation decisions.  Please disclose how the specific forms of compensation are structured and implemented to reflect each named executive officer’s individual performance and/or in dividual contribution to these items of
the registrant’s performance, describing the elements of individual performance
and/or contribution that are taken in to account.  See Item 402(b)(2)(vii) of
Regulation S-K.  In addition, disclose substantial deviations in individual
elements of compensation.  For example, we  note that equity awards made to Mr.
Shaughnessy (2006 grant date fair value of $3.8 million) are substantially higher
than the next highest award (2006 grant date fair value of $2.3 million for awards made to the CEO).
2. You benchmark your compensation with the comparable companies listed on
page 33.  Analyze the role of this comparable company benchmarking in
determining overall compensation and a ny individual components – such as
whether you have established specific benchmarks for total compensation or
individual components of co mpensation as compared to these companies.  If so,
disclosure where you target each element of compensation against the comparator
companies and where actual payments fall within targeted parameters. To the extent actual compensation was outside a ta rgeted percentile ra nge, please explain
why.

Short-Term Non-Equity Incentive  or Bonus Compensation, page 37

3. You state that the 2007 performance target  is based on company-wide earnings
per share.  Disclose this performance target  since it appear s to have been set as of
the filing of this proxy statement or provide  a supplemental analysis as to why it
is appropriate to omit this target pursu ant to Instruction 4 to Item 402(b) of
Regulation S-K.  To the extent  that it is appropriate to omit specific targets, please
provide the disclosure pursua nt to Instruction 4 to Item  402(b) of Regulation S-K.
General statements regarding the level of  difficulty, or ease, associated with
achieving performance goals either corporat ely or individually are not sufficient.
In discussing how likely it will be for the company to achieve the target levels or
other factors, provide as much detail as  necessary without providing information
that poses a reasonable risk of competitive harm.
4. Provide clear disclosure of the specific f actors considered in determining to grant
the special discretionary cash bonus paymen ts made to certain executive officers
and analyze how those factors were used  to determine the actual award granted
for each named executive.  The current disclosure on page 39 is very general in nature.  See Item 402(b)(1)(v) of Regulation S-K.

Jack B. Dunn IV
FTI Consulting Inc. August 21, 2007 Page 3  Grants of Plan Based Awards for Fis cal Year Ended December 31, 2006, page 48

5. The non-equity incentive plan award fo r Mr. DiNapoli to receive a minimum
bonus payment of $500,000 upon the achievement of $1 EPS appears to be separate from the incentive compensati on plan with a threshold EPS of $1.46.
Please provide separate line items to reflect the estimated payouts under each
award.  See Instruction 1 to It em 402(d) of Regulation S-K.

Outstanding Equity Awards at Fiscal Year-End, page 50

6. Clearly disclose the vesting dates of options  held at fiscal year end by footnote.
See Instruction 2 to Item 402( f)(2) of Regulation S-K.  For example, it is unclear
from footnote four when the one year and eight year dates for each award will occur.

Employment Agreements and Potential Termination and Change in Control Payments,
page 54
7. In the Compensation Discussion and Analysis, please discuss how the
arrangements for the potential payments to be made upon termination or change
in control fit into your overall compensa tion objectives and affect the decisions
you made regarding other compensati on elements.  Also, explain why you
structured the terms and payout leve ls of these arrangements as you did.

 Please respond to our comments by September 21, 2007, or tell us by that time
when you will provide us with a response.
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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

Jack B. Dunn IV
FTI Consulting Inc. August 21, 2007 Page 4
• the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.
 Please contact me at (202) 551-3357 with any questions.

Sincerely,

Pam Howell Special Counsel

CORRESP
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RESPONSE LETTER

 FTI Consulting, Inc.

 500 East Pratt Street

 Suite 1400

 Baltimore, Maryland 21202

(410)
951-9800

 June 16, 2006

BY EDGAR

 Securities and Exchange Commission

 100 F Street, N.E., Mail Stop 4561

 Washington, D.C. 20549

 Attn: Linda van Doorn

RE:

FTI Consulting, Inc.

Form 10-K for Fiscal Year Ended December 31, 2005 — Filed March 7, 2006

File No. 0001-14875

 Dear Ms. Van Doorn:

 This letter is submitted in response to comments set forth in your letter dated May 23, 2006. The responses to your comment letter are set forth below, with each
paragraph numbered to correspond to the numbered comments set forth in your letter. For your convenience, your comments have been reproduced below, together with our responses.

 Form 10-K for the year ended December 31, 2005

 Item 8. Financial Statements and Supplementary Data

 1. Description of Business and Significant Accounting Policies

 Revenue recognition, page 70

1.
Tell us whether you record reimbursed out-of-pocket expenses on a gross or net basis. Explain how you have considered the guidance of EITF 01-14 in making the determination.
Additionally, tell us what consideration you have given to disclosing your policy in your revenue recognition footnote.

 Response:

 In accordance with EITF 01-14, we have recorded reimbursed out-of-pocket expenses on a gross basis. This policy
was disclosed with our critical accounting policy for revenue recognition on page 43 of our 10-K where we state: “We recognize revenues from reimbursable expenses in the period in which the expense is incurred.” Revenues from reimbursed
out-of-pocket expenses represent about 6.7% of our total revenues, which we did not believe was material for disclosure in our footnote. However, in future 10-K filings we will clarify the policy of recognizing reimbursed out-of-pocket expenses in
our revenue recognition footnote.

 7. Long-Term Debt and Capital Lease Obligations

2.
We note your disclosure that upon conversion of your 3.75% convertible senior subordinated notes, a portion of the conversion price will be settled in cash. Accordingly, please
explain to us how you concluded that the conversion feature would be classified as equity under EITF 00-19. Additionally, please tell us how you considered the guidance under paragraphs 12 through 32 of EITF 00-19 with respect to potential
conversion price adjustments noted in your disclosure.

 Response:

 After consideration of the criteria defined in paragraphs 12 through 32 of EITF 00-19, we concluded that all of the provisions within the convertible debt
arrangement indicate that the conversion spread (conversion premium) meets the requirements to be classified in stockholders’ equity as a permanent equity instrument. Therefore, we determined that combined accounting was appropriate as the
conversion option should not be bifurcated in our financial statements. Because the convertible debt was not considered “conventional convertible debt” under EITF 05-2, we considered the guidance in paragraphs 12 through 32 of EITF 00-19
as follows:

 1

 Contracts that include any provision that could require net-cash settlement cannot
be accounted for as equity of the company (that is, asset or liability classification is required for those contracts), except in those limited circumstances in which holders of the underlying shares also receive cash. (EITF 00-19
paragraphs 12 and 13)

 The convertible note indenture dated August 2, 2005, as amended, provides that the principal of $150
million is paid in cash upon conversion. The convertible note indenture further provides that we deliver in shares or cash (at FTI’s option), the incremental value of the conversion premium. After considering the provisions of paragraphs 14
– 31 of EITF 00-19, we concluded that there were no other provisions of the convertible note indenture that would require net-cash settlement of the conversion premium.

 The company is permitted to settle the contract in unregistered shares (unless sufficient shares are registered at the inception of the contract and there are no outstanding filing requirements).
(If the company had a failed registration during the previous six months, there should be a legal determination as to whether the company can deliver unregistered shares in a settlement in shares or in net shares.) (EITF 00-19
paragraphs 14-18)

 We are permitted to settle the arrangement in unregistered shares. As stated within the description of the indenture,
we may settle the conversion premium at our discretion in either cash or common stock. The indenture does not require that the common stock must be registered.

 The company has enough authorized but unissued shares available to settle the contract, after considering all of its other commitments that may require issuing stock during the period the contract could remain outstanding. (If a
contract limits the number of shares delivered at the contract’s expiration in a net-share settlement, the company would compare the maximum number of shares needed with the available authorized but unissued shares.) (EITF 00-19 paragraph
19)

 We have 75.0 million shares of common stock authorized for issuance of which 39.0 million were outstanding at the time we
issued the convertible notes. We also had maximum commitments to issue 14.9 million shares of our common stock consisting of:

•

4.8 million shares to settle outstanding option awards;

•

0.3 million shares to settle our maximum potential earnout commitments under an acquisition arrangement;

•

5.0 million shares to settle our maximum obligation under our accelerated stock buyback contract (discussed further below); and

•

4.8 million shares to settle our maximum obligation under the convertible notes.

 As a result of our review, we concluded that we had enough authorized but unissued shares available to settle the contract after considering all our other commitments, including the change in the conversion ratio in
the event of a “fundamental change.”

 The contract specifically limits the number of shares to be delivered in a share settlement, even if the
contract terminates when the stock price is at a stated trigger price. This requirement ensures that the maximum number of shares under the contract is calculable. (EITF 00-19 paragraphs 20-24)

 The convertible note indenture provides that the principal of $150 million is paid in cash upon conversion. The convertible note indenture further
provides that we deliver in shares or cash (at FTI’s option), the incremental value of the conversion premium. At the time of issuance of the notes, a conversion price was established and an equivalent number of shares was determinable. At the
time of conversion, the fair value of the “equivalent number of shares” is determined based on the fair value of the stock at the conversion

 2

 date. This fair value is compared to the equivalent number of shares at the conversion price. The
difference (if positive) is the conversion premium. To settle this in net-shares, the conversion premium is divided by the current fair value to determine the number of shares to be issued.

 The convertible note indenture does not specify a limit on the number of shares that could be issued under this conversion feature, however the note was
designed such that there is a maximum of 4.8 million shares issuable upon conversion. To confirm that there is a limit on the number of shares to be issued, we illustrated how many shares would be issued at stock prices ranging from the
conversion price ($31.25 per share) to a per share fair value of $10 million. As calculated, the number of shares to be issued steadily climbs to approach a mathematical limit of 4.8 million shares. Based on the conversion formula, a number of
shares equal to the face amount of debt divided by the conversion price represents the absolute maximum number of shares (and in fact never quite reaches the limit of that maximum). Accordingly, the arrangement effectively contains a maximum number
of shares to be issued upon share settlement.

 The company is not required to make cash payments to the counterparty if the company fails to make timely
filings with the SEC. (EITF 00-19 paragraph 25)

 There are no provisions that require us to make cash payments to the
counterparty in the event we fail to make timely filings with the SEC.

 The issuer is not required to pay cash to the counterparty if the counterparty
has sold the shares initially delivered to it and the proceeds are less than a stated amount (i.e., “top off” or “make whole” provisions). (EITF 00-19 paragraph 26)

 There are no provisions in the indenture that require us to make cash payments to the counterparty in the event that the shares initially delivered upon
settlement are subsequently sold by the counterparty and the sales proceeds are insufficient to provide the counterparty with full return of the amount due.

 The contract requires net cash settlement only in circumstances where shareholders would also receive cash for their shares. (A contract provision requiring net cash settlement in the event of bankruptcy would not preclude equity
classification if it can be demonstrated that the counterparty’s claims could be net-share settled or would rank no higher than the claims of the company’s stockholders. The status of a claim in bankruptcy is a legal determination.)
(EITF 00-19 paragraph 27)

 There are no provisions that require us to make cash payments to the counterparty for the conversion
premium. As stated in the indenture, the $150 million principal amount of the debt instrument is to be settled in cash and the conversion premium or excess conversion value can be settled in either cash or shares at our discretion.

 The counterparty’s rights under a contract do not rank higher than those of the underlying stock’s shareholders. A contract cannot give the counterparty any
of the rights of a creditor. The contract does not require the company to post collateral for any reason. (EITF 00-19 paragraphs 29 – 32)

 As stated in the indenture, the indebtedness evidenced by the convertible notes is subordinated to the prior payment of all senior debt. In the event of bankruptcy, payments on the notes will be subordinate in right
of payment to all outstanding senior debt and the convert feature retains its character as an equity instrument (i.e. there are no provisions which would require payment of the convert in cash). Furthermore, there are no provisions in the indenture
that indicate that the conversion holder has rights that rank higher than those of a shareholder with regards to the embedded conversion feature.

 There are no provisions in the indenture that indicate that we are required to post collateral at any point in the indenture or for any reason.

 11. Stockholders’ Equity, page 89

3.
We note that you have concluded that the forward contract entered into as part of your stock repurchase should be classified as permanent equity in accordance with EITF 00-19. Tell
us how you consider the guidance in paragraphs 12 through 32 of EIFT 00-19 in making this determination.

 3

 Specifically, address whether the Company had sufficient registered unissued shares to satisfy this and
any other instruments that require share settlement on the date the forward contract was executed.

 Response:

 The accelerated stock buyback contract does not contain any provision that would require net cash settlement. (EITF 00-19 paragraphs 12-13) After
consideration of the criteria defined in paragraphs 12 through 32 of EITF 00-19, we concluded that all of the provisions within the accelerated stock buyback contract meet the requirements to be classified in stockholders’ equity as a permanent
equity instrument.

 The company is permitted to settle the contract in unregistered shares (unless sufficient shares are registered at the inception of
the contract and there are no outstanding filing requirements). (If the company had a failed registration during the previous six months, there should be a legal determination as to whether the company can deliver unregistered shares in a
settlement in shares or in net shares.) (EITF 00-19 paragraphs 14-18)

 If we were unable to register the settlement shares in
accordance with the agreement, then we may have settled the contract in unregistered shares.

 The company has enough authorized but unissued shares
available to settle the contract, after considering all of its other commitments that may require issuing stock during the period the contract could remain outstanding. (If a contract limits the number of shares delivered at the contract’s
expiration in a net-share settlement, the company would compare the maximum number of shares needed with the available authorized but unissued shares.) (EITF 00-19 paragraph 19)

 We considered all of our maximum commitments to issue shares during the period the contract could remain outstanding, including the potential issuance of
shares to settle the conversion feature of our convertible debt and determined that we had enough authorized but unissued shares available to settle this contract. See our response to question 2 above for more detail on the calculation,

The contract specifically limits the number of shares to be delivered in a share settlement, even if the contract terminates when the stock price is at a stated
trigger price. This requirement ensures that the maximum number of shares under the contract is calculable. (EITF 00-19 paragraphs 20-24)

 The accelerated stock buyback contract specifically limited the number of shares that would be delivered under share settlement to 5 million shares.

 The company is not required to make cash payments to the counterparty if the company fails to make timely filings with the SEC. (EITF 00-19 paragraph 25)

 There were no provisions that required cash payments to the counterparty in the event we failed to make timely filings with the SEC.

 The issuer is not required to pay cash to the counterparty if the counterparty has sold the shares initially delivered to it and the proceeds are less than a stated
amount (i.e., “top off” or “make whole” provisions). (EITF 00-19 paragraph 26)

 The accelerated stock
buy back agreement contained a “make-whole” provision that required us to issue additional shares to the counterparty if we elected to settle the contract via delivery of shares and the proceeds of the subsequent sale of these shares by
the counterparty yielded proceeds less than the settlement amount. However, we could have settled the incremental amount of shares that we may have been required to issue under the “make-whole” provision with shares or cash at our option.
Further, the maximum number of shares that we could have ever been required to issue to settle the agreement (including any make-whole provision) was specifically limited to 5 million shares.

 The contract requires net cash settlement only in circumstances where shareholders would also receive cash for their shares. (A contract provision requiring net
cash settlement in the event of bankruptcy would not

 4

 preclude equity classification if it can be demonstrated that the counterparty’s claims could be net-share settled
or would rank no higher than the claims of the company’s stockholders. The status of a claim in bankruptcy is a legal determination.) (EITF 00-19 paragraph 27)

 There were no provisions in the agreement that required net cash settlement.

 The counterparty’s rights under a contract do not rank higher than those of the underlying stock’s shareholders. A contract cannot give the counterparty any of the rights of a creditor. The contract does
not require the company to post collateral for any reason. (EITF 00-19 paragraphs 29-32)

 There was no collateral posted
for this agreement nor did the counterparty’s rights rank higher than other shareholders.

 In response to the staff’s request that we acknowledge
cert

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

VIA U.S. MAIL AND FAX (410)951-4895

Theodore I Pincus
Executive Vice President and Chief Financial Officer
FTI Consulting, Inc.
500 East Pratt Street, Suite 1400
Baltimore, Maryland 21202

Re:	FTI Consulting Inc.
	Form 10-K for Fiscal Year Ended
	December 31, 2005
	Filed March 7, 2006
      File No. 001-14875

Dear Mr. Pincus:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  In some of our comments, we may ask
you
to provide us with 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 look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2005

Item 8. Financial Statements and Supplementary Data

1. Description of Buisness and Significant Accounting Policies

Revenue recognition, page 70

1. Tell us whether you record reimbursed out of pocket expenses on
a
gross or net basis.  Explain how you have considered the guidance
of
EITF 01-14 in making this determination.  Additionally, tell us
what
consideration you have given to disclosing your policy in your
revenue recognition footnote.

7. Long-Term Debt and Capital Lease Obligations

2. We note your disclosure that upon conversion of you 3.75%
convertible senior subordinated notes, a portion of the conversion
price will be settled in cash.  Accordingly, please explain to us
how
you concluded that the conversion feature would be classified as
equity under EITF 00-19.  Additionally, please tell us how you
considered the guidance under paragraphs 12 through 32 of EITF 00-
19
with respect to potential conversion price adjustments noted in
your
disclosure.

11. Stockholders` Equity, page 89

3. We note that you have concluded that the forward contract
entered
into as part of your stock repurchase should be classified as
permanent equity in accordance with EITF 00-19.  Tell us how you
considered the guidance in paragraphs 12 through 32 of EITF 00-19
in
making this determination.  Specifically address whether the
Company
had sufficient registered unissued shares to satisfy this and any
other instruments that require share settlement on the date the
forward contract was executed.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please file
your
response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your response 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments 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 our review of your filings or
in
response to our comments on your filings.

      You may contact Robert Telewicz, Staff Accountant, at (202)
551-3438 or the undersigned at (202) 551-3498 if you have
questions.

						Sincerely,

Linda van Doorn
Senior Assistant Chief Accountant

Theodore I. Pincus
FTI Consulting, Inc.
May 23, 2006
Page 1

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