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                              October 14, 2022

       Orestes Fintiklis
       Vice-Chairman
       Mondee Holdings, Inc.
       10800 Pecan Park Blvd.
       Suite 315
       Austin, Texas 78750

                                                        Re: Mondee Holdings,
Inc.
                                                            Schedule TO-I filed
September 16, 2022 , as amended on October 7, 2022
                                                            File No. 005-92154

       Dear Orestes Fintiklis:

              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 respond to these comments by providing the requested
information or advise 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.

       Schedule TO-I filed September 16, 2022 , as amended on October 7, 2022

       General

   1.                                                   Please advise why the
Warrant Amendment would not result in the Warrants constituting
                                                        new securities, the
offer and sale of which either must be registered or subject to a valid
                                                        exemption under the
Securities Act of 1933.
   2.                                                   Please provide your
analysis as to why the Consent Solicitation included in this Offer is
                                                        not subject to
Regulation 14A.
 Orestes Fintiklis
FirstName  LastNameOrestes Fintiklis
Mondee Holdings,  Inc.
Comapany
October 14,NameMondee
            2022       Holdings, Inc.
October
Page 2 14, 2022 Page 2
FirstName LastName
3.       We note that the Company has issued additional warrants in a private
placement following
         commencement of the Offer, as disclosed on its Form 8-K filed on
September 30. The
         Offer was not amended to include these additional warrants. Please
advise why this is
         consistent with Exchange Act Rule 13e-4(f)(8)(i). Please also
reconcile the disclosure on
         page 11 under the caption "Purpose of the Offer" with the fact that
the Company has
         issued in such private placement Warrants to purchase 1,275,000 shares
of Common
         Stock.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

         Please direct any questions to Perry Hindin at 202-551-3444.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Mergers
& Acquisitions
cc:      Michael Lee