Mail Stop 4-6

		April 6, 2005

Michael A. Brochu
President and Chief Executive Officer
Loudeye Corp.
1130 Rainier Avenue South
Seattle, Washington 98144

	RE:	Loudeye Corp.
		Preliminary Proxy Statement on Schedule 14A
		Filed March 31, 2005
		File No. 0-29583

Dear Mr. Brochu:

	This is to advise you that we have conducted a limited review
of
the above preliminary proxy statement and have the following
comments.  Where indicated, we think you should revise 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 detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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 comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Proposal 2 - Approval...To Effect One of the Reverse Stock
Splits...,
page 23
1. You indicate in the first sentence of this section that your
board
of directors has approved and recommended, and is submitting to
your
stockholders for their approval, an amendment to your certificate
of
incorporation to provide the board with the option to effect a
reverse stock split at a ratio to be subsequently determined by
your
board.  It is unclear from your disclosure whether you the board
of
directors has adopted a resolution properly setting forth a
proposed
amendment, as required by 8 Delaware Code Section 242(b).  If your
board of directors has done so, clarify this disclosure
accordingly.

Proposal 3 - Approval of the 2005 Incentive Award Plan, page 27
2. We note your disclosure on page 14 that, subject to stockholder
approval of your 2005 Incentive Award Plan, you have agreed to
issue
Mr. Brochu either an additional option to purchase 1.5 million
shares
of common stock or a restricted stock grant with equivalent
economic
value.  In addition, your disclosure on pages 14 and 15 indicate
that, subject to stockholder approval of your 2005 Incentive Award
Plan,  you have agreed to issue Messrs. Stevens and Madden
restricted
stock awards of your common stock.  However, your disclosure in
the
fourth whole paragraph on page 28 indicates that "[n]o
determination
has been made as to the types or amounts of awards that will be
granted to specific individuals pursuant to the 2005 Plan."
Correct
this inconsistency and provide the disclosure regarding these
grants
required by Item 10 of Schedule 14A.  Include in such discussion
greater detail regarding the potential grant to Mr. Brochu.
Specifically, who will determine whether Mr. Brochu receives an
option or restricted stock grant?   How will you calculate the
equivalent economic value of the restricted stock? What is the
market
value of the grants to be made to each of these officers?  Provide
similar disclosure in the summary of each of these officers`
employment agreements found on page 14.
3. You indicate on page 29 that in the event of a stock split the
Compensation Committee may make proportionate adjustments to the
aggregate number of, and types of, shares subject to the 2005
Plan.
In light of your reverse stock split proposal, does your board of
directors currently contemplate a pro rata reduction in the 10
million shares of common stock to be made available for grant
pursuant to the 2005 Plan?  In any event, supplement your
disclosure
in this section to clarify what effect, if any, the reverse stock
split will have, in the event it is approved by the stockholders
and
effectuated by your board, on the number of shares of stock
available
for grant under the 2005 Plan.

Proposal 4 - Approval...To Increase Authorized Common Stock...,
page
32
4. You discuss the purpose of your amendment, to facilitate the
reservation of shares under your stock compensation plans and to
provide you with the flexibility to issue shares of Common Stock
for
"proper corporate purposes," in the context of having
approximately
145 million shares of common stock outstanding and reserved for
issuance (assuming Proposal 3 is approved) and 105 million shares
of
common stock authorized, unreserved and available for issuance.
However, in the event that shareholders approve the reverse stock
split and the board subsequently effects such split at an exchange
ratio of one-for-ten, it is possible that you may have only 23.5
million shares outstanding and reserved for issuance (assuming
Proposal 3 is approved without a pro rata reduction in the number
of
shares available under the 2005 Plan) and over 225 million shares
authorized.  Discuss in this section the fact that, in the event
Proposal 2 is approved along with Proposals 3 and 4, and the board
subsequently effectuates a reverse stock split at the exchange
ratio
of one-for-ten, you would have an amount of authorized stock equal
to
ten times the amount of total stock outstanding and reserved for
issuance.  Further, discuss whether the board contemplated this
scenario and why such an amount of authorized common stock is
necessary to accomplish the corporate purposes cited in this
proposal.  We note that based on the current disclosure, it
appears
that the board has concluded that Loudeye would have sufficient
flexibility to accomplish the cited corporate purposes in the
event
only Proposals 3 and 4 are approved, which would yield an amount
of
authorized stock equal to less than one times the amount of total
stock outstanding and reserved for issuance.

Closing Comments

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional 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 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 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      Please contact Perry Hindin, Staff Attorney, at (202) 942-
2822
with any questions. If you require further assistance, you may
contact me at (202) 942-1818 or Barbara C. Jacobs, Assistant
Director
at (202) 942-1800.

	Sincerely,


						Mark P. Shuman
						Branch Chief - Legal
						Office of Computers and Online
Services
cc:	P. Hindin
      via facsimile
W. Alex Voxman
Latham & Watkins LLP
(F) (213) 891-8763


Loudeye Corp.
April 6, 2005
Page 1