






Mail Stop 3561
      April 11, 2006

Robert H. Tomlinson, Jr.
President and Chief Executive Officer
uBid.com Holdings, Inc.
8550 West Bryn Mawr, Suite 200
Chicago, IL 60631

      Re:	uBid.com Holdings, Inc.
      Amendment No. 1 to Registration Statement on Form S-1
      Filed March 28, 2006
		File No. 333-131733

Dear Mr. Tomlinson:

      We have limited our review of your filing to those issues we
have addressed in our 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 information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

uBid.com Holdings, Inc. Consolidated Financial Statements as of
December 31, 2005 and 2004

General

1. Please consider whether an amendment to your Form 10-K for the
year ended December 31, 2005 is necessary based on any revisions
to
your financial statements resulting from the comments below.

Balance Sheets, page F-3

2. With reference to the applicable authoritative guidance, such
as
SFAS 150, ASR 268 and EITF Topic D-98, please tell us in detail
the
terms of your redeemable common stock which support classification
of
the stock as temporary equity as opposed to a liability, as of
December 31, 2005.

Statements of Cash Flows, page F-6
3.  We read your response to comment 8 in our letter dated March
10,
2006.  Please refer to the remarks made by Joel Levine at the 2005
Thirty-Third AICPA National Conference on Current SEC Developments
regarding cash flows presentation of floor plan financing
arrangements and explain to us why you believe your cash flows
presentation is consistent with this guidance.   Please note that
Mr.
Levine`s speech is available on our website at
http://www.sec.gov/news/speech/spch120605jl.htm.  In responding to
our comment, please address whether IBM is ever both the supplier
and
the financing entity, or whether IBM is always a third party
financer
of the transaction.  Also ensure we understand how the end result
of
your cash flows presentation is such that the net effect on
operating
cash flows is the amount of gross profit generated, as we do not
believe that any other end result would be appropriate.

Notes to Financial Statements

New Accounting Pronouncements, page F-11

4. We read the revisions to your disclosure in response to comment
13
in our letter dated March 10, 2006.  Please further revise the
disclosure to discuss 1) the method of adoption of SFAS 123R you
expect to utilize; and 2) the impact that adoption of the standard
is
expected to have in future periods.  We assume such information is
available for disclosure, as you were required to adopt SFAS 123R
effective in the first quarter of fiscal 2006.

Note 8.  Related Party Transaction, page F-14,
Note 8.  Promissory Notes, page F-15,
Note 19.  Bridge Notes, page F-22

5. We read your response to comment 14 in our letter dated March
10,
2006.  Please tell us how your assessment of the value of the
common
shares exchanged takes into consideration the redemption feature
of
certain of the common shares that were exchanged.  In this regard,
it
seems to us that a unit with one redeemable common share and 1/4
warrant would be more valuable than a unit with one ordinary
common
share and 1/4 warrant.  We may have further comment.


6. Please revise to state separately the number of shares of
common
stock and the number of warrants that were issued to settle each
debt
transaction.

Exhibits and Financial Statement Schedules, page II-4

Exhibit 2.2

7. We note your response to comment 16 in our letter dated March
10,
2006.  We have not received your schedule supplementally and
therefore we reissue the comment.
***

      As appropriate, please amend your registration statement 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 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.

      You may contact Anthony W. Watson, Accountant, at (202) 551-
3318 or Robyn L. Manuel, Senior Accountant, at (202) 551-3823 if
you
have questions regarding comments on the financial statements and
related matters.  Please contact Scott Anderegg, Staff Attorney,
at
(202) 551-3342, or David Mittelman, Legal Branch Chief at (202)
551-
3214 me at (202) 551-3720 with any other questions.


      					Sincerely,



      					H. Christopher Owings
      Assistant Director



cc:  Rachel W. Mantz, Esq.
      McGuire Woods LLP
      VIA FAX (312) 849-8133



Robert H. Tomlinson, Jr.
uBid.com Holdings, Inc.
April 11, 2006
Page 1



