Mail Stop: 3720- CF/AD 11

Via U.S. Mail and Fax 805-566-9202

								March 2, 2006

Mr. Scott H. Ray, Chief Financial Officer
ValueClick, Inc.
30699 Russell Ranch Road, Suite 250
Westlake Village, CA 91362

      Re:	ValueClick, Inc.
      Item 4.02(a) of Form 8-K
      Filed on February 27, 2006
      File No. 1-31357

Dear Ray:

      We have reviewed your filing and have the following
accounting
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 more information so that we may better understand your
disclosure.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

      Please disclose in the amended filing if your certifying
officers have considered the effect of the error on the adequacy
of
your disclosure controls and procedures as of the end of the
period
covered by the Company`s Annual Report on Form 10-K as of and for
the
year ended December 31, 2004 and the financial statements
contained
in the Company`s Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2004, June 30, 2004, September 30, 2004, March 31,
2005, June 30, 2005, and September 30, 2005. Additionally, tell us
what effect the errors had on your current evaluation of
disclosure
controls and procedures as of your fiscal year ended December 31,
2005.

ValueClick, Inc.
March 2, 2006
Page 2


	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	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 our review of your filing or in
response to our comments on your filing.

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
respond.
You may wish to provide us with marked copies of the amendment to
expedite our review.

	You may contact Gopal Dharia, Staff Accountant, at (202) 551-
3353 or Terry French, Accountant Branch Chief, at (202) 551-3828
if
you have questions regarding comments on the Form 8-K.

							Sincerely,


							Terry French
							Accountant Branch Chief