SEC – ‘UPLOAD’ from 7/14/06 re: Google Inc. – ‘LETTER’

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                  14±    61K 


Mail Stop 4561                                                                  

July 11, 2006                                                       
Eric Schmidt                                                                    
Chief Executive Officer                                                         
Google Inc.                                                                     
1600 Amphitheatre Parkway                                                       
Mountain View, California 94043                                                 

Re:     Google Inc.                                                             
Form 10-K for the Fiscal Year Ended December 31, 2005           
Forms 10-Q for Fiscal Quarters Ended                                
 March 31, 2005, June 30, 2005, September 30, 2005
and March 31, 2006                              
Forms 8-K filed January 31, 2006 and April 20, 2006                 
Definitive Proxy Statement on Schedule 14A                                      
Filed on March 31, 2006                                                         
File No. 000-50726                                                              

Dear Mr. Schmidt:                                                               

We have reviewed the above referenced filings 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 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 comments or any other aspect               
of                                                                              
our review.  Feel free to call us at the telephone numbers listed               
at                                                                              
the end of this letter.                                                         

General                                                                         
1. We note that you have filed a confidential treatment request,                
Control No. 18573.  Please be advised that we are processing this               
request.  Correspondence will follow under separate cover in the                
near                                                                            
future.                                                                         

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

Item 1.  Business, page 1                                                       
General                                                                         
2. We note that you entered into a letter agreement with AOL on                 
December 20, 2005 that established a commercial relationship                    
between                                                                         
Google and AOL.  Please revise to provide a materially complete                 
discussion of this agreement, including the rights and obligations              
of                                                                              
both parties and the plans for joint development of future                      
products.                                                                       
Also, disclose the duration of the agreement and the monetary                   
arrangements agreed upon, including the arrangements made                       
regarding                                                                       
advertising revenue.  See Item 101(c)(1)(ii) of Regulation S-K.                 
Overview, page 1                                                                
3. We note that "Google Network" is a defined term within your                  
"Business" section.  Please revise to define this term the first                
time                                                                            
it is used.                                                                     
Our Advertisers, page 3                                                         
4. You disclose on page 3 that AdWords enables advertisers to                   
"deliver relevant ads targeted to search queries or web content"                
and                                                                             
it "provides advertisers with a cost-effective way to deliver ads               
to                                                                              
customers across Google Sites and through the Google Network."                  
You                                                                             
also disclose on page 10 that AdWords "enables advertisers to                   
present                                                                         
ads to people when those people are looking for information                     
related                                                                         
to what the advertiser has to offer."  Please expand your                       
disclosure                                                                      
to further describe how the Adwords program works in conjunction                
with                                                                            
your products and services, such as Google WebSearch, Google                    
Groups,                                                                         
Google Desktop and Gmail.  In this regard, explain how                          
advertisements                                                                  
of those participating in the AdWords Program are utilized in each              
of                                                                              
your products.  Are advertisements from your AdWords program                    
concentrated in Google WebSearch?                                               

Products and Services, page 5                                                   

Google AdSense, page 11                                                         
5. Please expand your disclosure to further explain the AdSense                 
for                                                                             
search program.  For example, how do Google Network web sites                   
present                                                                         
the ads of AdWords program participants?  Is this program an                    
adaptation of the AdWords program that allows advertisements to be              
displayed on the web sites of Google Network members?  Are the                  
Google                                                                          
Network web sites that participate in the AdSense program required              
to                                                                              
use Google WebSearch on their sites?  If they do not use Google                 
WebSearch how does AdSense function?  Examples may be helpful to                
further explain your product/service.                                           
6. See the immediately preceding comment.  Revise to further                    
explain                                                                         
AdSense for content and the concept of "serving relevant AdWords                
ads                                                                             
targeted to web content."  Similarly, explain how your "automated               
technology analyzes the meaning of web content and serves relevant              
advertising."  When viewing the web site of a Google Network                    
member,                                                                         
how are AdWords` ads presented?  As we previously noted, examples               
may                                                                             
be helpful to further explain this product/service.                             

Google Enterprise, page 12                                                      
7. We note that Google Search Appliance starts at $30,000 and                   
Google                                                                          
Mini starts at $2,995.  Please revise to more clearly                           
differentiate                                                                   
these products.                                                                 
Intellectual Property, page 15                                                  
8. We note your statement that "[a]s we face increasing                         
competition,                                                                    
the possibility of intellectual property claims against us grows."              
It appears that you have been and are subject to claims in France,              
Germany, the United States, Israel, Italy and Austria.  Please                  
revise                                                                          
to discuss more than merely the "possibility" of such claims, and               
provide appropriate disclosure of these claims, as material.                    

Item 3. Legal Proceedings, page 38                                              
9. For each of the claims discussed in this section, please                     
provide                                                                         
all the information required by Item 103 of Regulation S-K, or                  
provide us with an analysis as to why the requirements of this                  
Item                                                                            
are not applicable.  In addition, please discuss the class-action               
lawsuit in Arkansas, as discussed on page 49, or tell us why                    
disclosure is not required.                                                     

Item 7.  Management`s Discussion and Analysis of Financial                      
Condition                                                                       
and Results of Operations, page 43                                              

How We Generate Revenue, page 44                                                
10. We note that Google Network members receive "most" of the                   
advertiser fees.  We also note that the "click-wrap" agreements                 
contain provisions that require Google to share "a portion of the               
advertiser fees . . . ."  To the extent possible, please revise to              
quantify the terms "most" and "a portion" as it applies to your                 
"uniform revenue share terms."  You may quantify in terms of a                  
percentage.                                                                     

Revenue, page 48                                                                
11. You discuss "certain improvements in the monetization of                    
traffic                                                                         
on [y]our web sites" on the top of page 49.  Please revise to                   
disclose a materially complete discussion of the referenced                     
"improvements."                                                                 
12. Your tabular analysis quantifies the increase in advertising                
revenue recognized from your web sites and Google network web                   
sites                                                                           
separately.  We note fluctuations in each sources contribution to               
total revenue over the three years presented.  However, you                     
discuss                                                                         
the reasons for the increase in advertising revenue on an                       
aggregate                                                                       
basis.  Tell us what consideration you gave to separate discussion              
of                                                                              
the reasons for the fluctuations in advertising revenue recognized              
from your web sites and network web sites.  Tell us what                        
consideration you gave to viewing separate discussion of the two                
web                                                                             
site revenue sources results as key variables or factors used to                
manage the business.  If this information is material to                        
investors,                                                                      
it would appear to be required disclosure pursuant to the                       
Commissions` "Guidance Regarding Management`s Discussion and                    
Analysis                                                                        
of Financial Condition and Results of Operations" Release No. 33-               
8350, Section III. B. 1.                                                        
13. We note your disclosure, "[t]he advertising revenue growth                  
resulted primarily from increases in the total number of paid                   
clicks                                                                          
and ads displayed through [your] programs, rather than from                     
changes                                                                         
in the average fees realized."  Tell us your consideration of                   
disclosing the extent to which increases in revenues are                        
attributable                                                                    
to increases in the number of paid clicks, ads displayed, changes               
in                                                                              
the average fees realized and the introduction of new programs                  
(e.g.                                                                           
the AdWords cost-per-impression program that you introduced in the              
second quarter 2005) pursuant to Regulation S-K, Item 303(a) (3)                
(iii).                                                                          
14. Your revenues appear to be significantly impacted by the total              
number of paid clicks and ads that are displayed through your                   
programs.  Tell us whether you consider the number of clicks and                
ads                                                                             
displayed to be key indicators of your financial condition and                  
operating performance as addressed in SEC Release 33-8350, Section              
III.B.1.  If so, tell us your consideration for disclosing such                 
key                                                                             
indicators pursuant to this release.                                            

Liquidity and Capital Resources, page 60                                        
15. We refer you to the discussion of your statement of cash                    
flows.                                                                          
Rather than restating the information that is available on the                  
face                                                                            
of the statement of cash flows, revise to also disclose the                     
underlying drivers of the increased cash flows.  For example,                   
although you disclose that investing activities increased due to                
the                                                                             
purchases of marketable securities, capital expenditures and cash               
consideration used in acquisitions and other investments, it is                 
unclear what drove the increase of each of these investing                      
activities.                                                                     
16. Please expand the discussion regarding your anticipated                     
increase                                                                        
in investing activities in 2006.  What is the basis for your                    
belief                                                                          
that you will be increasing your investment in property and                     
equipment, such as information technology infrastructure and land               
and                                                                             
buildings?  Also, please revise to disclose whether you have any                
plans,                                                                          

proposals or arrangements to enter into any extraordinary                       
transactions, such as acquisitions, other than those disclosed on               
pages 61 and 62.                                                                
17. We note that Google agreed to purchase a five percent indirect              
equity interest in AOL for $1.0 billion in cash.  Please expand                 
your                                                                            
liquidity section to address the impact of this expenditure.  In                
this                                                                            
regard, we note that your existing cash, cash equivalents,                      
marketable                                                                      
securities and cash generated from operations will be sufficient                
to                                                                              
satisfy your current and anticipated cash requirements through at               
least the next 12 months.  Also, what consideration was given to                
including this expenditure in your "Contractual Obligations"                    
table?                                                                          
See Item 303(a)(5) of Regulation S-K.                                           

Critical Accounting Policies and Estimates, page 63                             

Incentive Stock Options, "Disqualifying Dispositions", page 66                  
18. We note your disclosure, "[you] have applied the portfolio                  
method                                                                          
to determine the portion of this benefit that is recorded as a                  
reduction to [your] provision for income taxes as it is more                    
practicable than the alternative individual award method."                      
Clarify                                                                         
why you believe that the provisions of APB Opinion 25, Accounting               
for                                                                             
Stock Issued to Employees, provide for a choice between these                   
alternatives when accounting for the income tax benefit resulting               
from disqualifying dispositions.  Additionally, clarify how                     
applying                                                                        
the `portfolio method` complies with APB Opinion 25, paragraph 17,              
considering you have six stock option plans active at December 31,              
2005.                                                                           

Consolidated Statements of Income, page 74                                      
19. Tell us what consideration you have given to the two-class                  
method                                                                          
for computing basic and fully diluted earnings per share for each               
of                                                                              
your issued and registered Class A and Class B common stock.  Tell              
us                                                                              
what consideration you gave to presenting Class A common stock on               
a                                                                               
fully diluted "if converted" basis reflecting the conversion of                 
Class                                                                           
B common stock into Class A common stock.  We refer you to SFAS                 
128,                                                                            
Earnings per Share, paragraphs 60 and 61 and EITF 03-6,                         
Participating                                                                   
Securities and the Two-Class Method under FASB Statement No. 128,               
paragraph 1.                                                                    

Note 1.  Google Inc. and Summary of Significant Accounting                      
Policies,                                                                       
page 77                                                                         

Revenue Recognition, pages 77-78                                                
20. Your advertising revenue recognition policy focuses on how you              
determine the delivery criterion is met, i.e. that services have                
been                                                                            
rendered.  Tell us how you evaluate and how your disclosure                     
addresses                                                                       
the other basic criteria of SAB Topic 13, Revenue Recognition,                  
when                                                                            
determining that revenue is realized or realizable and earned.                  
21. For your search services that are included with certain of                  
your                                                                            
AdSense agreements you disclose that you have separate units of                 
accounting for search services and revenue share arrangements.                  
Please tell us how these delivered items meet the separate unit of              
accounting criteria under paragraph 9 of EITF 00-21, Revenue                    
Arrangements with Multiple Deliverables.                                        
22. You disclose that you recognize revenue from fees from the                  
sale                                                                            
and license of your Search Appliance, which includes hardware,                  
software and 12 to 24 months of postcontract support in accordance              
with Statement of Position 97-2, Software Revenue Recognition, as               
amended.   Please tell us how you recognize revenue and have                    
established VSOE of fair value for the deliverables in                          
arrangements                                                                    
where the fee is not recognized ratably over the term of the post-              
contract support arrangement.                                                   
23. Your disclosure on page 10 indicates you charge a $5.00 sign-               
up                                                                              
fee for becoming an AdWords advertiser.  Tell us when you                       
recognize                                                                       
revenue from such up-front fees.  In this respect, tell us your                 
consideration of SAB Topic 13, Section A.3.f when determining the               
appropriate time to recognize such fees.  In addition, tell us                  
your                                                                            
consideration of disclosing your accounting policy for such up-                 
front                                                                           
fees pursuant to SAB Topic 13.B.                                                

Accounting for the Costs of Computer Software Developed or                      
Obtained                                                                        
for Internal Use and Sold to Others                                             
24. Your disclosure on pages 46 and 52 indicates you incur                      
research                                                                        
and development costs related to your systems infrastructures.                  
You                                                                             
also disclose that you sell software related to your Search                     
Appliance                                                                       
sales. It appears you incur costs of computer software developed                
or                                                                              
obtained for internal use as well as for sale to others.  Please                
tell                                                                            
us how your accounting for such costs complies with SOP 98-1                    
Accounting for Costs of Computer Software for Internal Use and                  
SFAS                                                                            
86, Accounting for the Costs of Computer Software to Be Sold,                   
Leased,                                                                         
or Otherwise Marketed.  In addition, tell us what consideration                 
you                                                                             
gave to disclosures required by paragraph 41 of SOP 98-1,                       
paragraph                                                                       
13 of SFAS 2 paragraphs 11 and 12 of SFAS 86 and SOP 94-6.                      

Note 8.  Commitments and Contingencies, page 93                                 

AdSense Agreements, page 94                                                     
25. Your disclosure states you enter into non-cancelable                        
guaranteed                                                                      
minimum revenue guarantees in connection with your AdSense                      
agreements.  Tell us whether you apply the recognition and                      
measurement provisions of FIN 45, Guarantor`s Accounting and                    
Disclosure Requirements for Guarantees, Including Indirect                      
Guarantees                                                                      
of Indebtedness of Others, to such agreements pursuant to                       
paragraphs                                                                      
8 through 12 of FIN 45.  In addition, tell us whether the                       
application                                                                     
of FIN 45-3, Application of FASB                                                

Interpretation No. 45 to Minimum Revenue Guarantees Granted to a                
Business or Its Owners, will impact your accounting.                            

Other Legal Matters, page 95                                                    
26. We note your disclosure that certain companies have filed                   
trademark infringement and copyright claims against you.  Tell us               
what consideration you gave to disclosing the information required              
by                                                                              
SFAS 5, Accounting for Contingencies, paragraphs 9 and 10 for each              
claim.  For example, your disclosure states you have been held                  
liable                                                                          
for certain trademark infringement and related claims in France.                
However, you do not provide disclosure with respect to the nature               
of                                                                              
the individual claims, the amount to which you are liable, whether              
an                                                                              
accrual has been made, or the amount of accrual, if applicable.                 
In                                                                              
addition, please explain why for ongoing claims for which you are               
currently in litigation and an accrual has not been made, you do                
not                                                                             
disclose an estimate of the possible loss or range of loss or                   
state                                                                           
that such an estimate cannot be made.                                           
27. We note, based on your disclosure on pages 49 and 53, a class-              
action lawsuit has been filed against you that will require you to              
issue AdWord credits for a total of up to $90 million.  Tell us                 
what                                                                            
consideration you gave to providing footnote disclosure of this                 
loss                                                                            
contingency pursuant to SFAS 5, paragraph 9 or 10 and whether you               
have accrued an estimated loss from this loss contingency pursuant              
to                                                                              
SFAS 5, paragraph 8.  In addition, we note you will most likely                 
expense attorney fees in the first quarter of 2006.  Tell us your               
accounting policy for legal costs expected to be incurred in                    
connection with a loss contingency and your consideration for                   
disclosing such policy; we refer you to EITF Topic No. D-77,                    
Accounting for Legal Costs Expected to Be Incurred in Connection                
with                                                                            
a Loss Contingency.                                                             

Note 13.  Information about Geographic Areas, page 99                           
28. Clarify how you determined that you have one operating segment              
based on the guidance of SFAS 131, Disclosures about Segments of                
an                                                                              
Enterprise and Related Information, paragraphs 10 through 15.  In               
this respect, we note your chief operating decision-makers review               
the                                                                             
results of your geographic regions for purposes of allocating                   
resources and evaluating financial performance.  Therefore, it                  
appears that your geographic regions are components of your                     
enterprise that meet the definition of separate operating segments              
pursuant to SFAS 131, paragraph 10.  If this is correct, tell us                
why                                                                             
you believe the absence of segment managers would require you to                
aggregate your operating segments into one segment.                             

Note 14.  Subsequent Events, page 100                                           

Investment in America Online, Inc., page 100                                    
29. We note your disclosure, "At the time [you] entered into the                
Letter Agreement, [you] also agreed to enter into certain arms-                 
length                                                                          
commercial agreements with AOL pursuant to the Letter Agreement."               
Explain the main provisions of these commercial agreements and                  
tell                                                                            
us your consideration for disclosing such provisions.  In                       
addition,                                                                       
we cannot locate the Letter Agreement in your exhibits.  Please                 
refer                                                                           
us to the exhibit number or file the Letter Agreement as an                     
exhibit                                                                         
accordingly.                                                                    

Forms 10-Q for the Quarterly Periods Ended March 31, 2005, June                 
30,                                                                             
2005, September 30, 2005 and Form 8-K filed January 31, 2006                    

Provision for Income Taxes                                                      

Prior Comment Number 1                                                          
30. We note the portion of your response addressing your effective              
rate for the first quarter of 2005, which states, in part, that                 
you                                                                             
determined the reduction to your provision for income taxes                     
resulting                                                                       
from disqualifying dispositions of certain incentive stock options              
was considered a "significant unusual or infrequently occurring                 
item"                                                                           
as set forth in paragraph 5.a of FASB Interpretation No. 18,                    
Accounting for Income Taxes in Interim Periods.  Please clarify                 
how                                                                             
you determined that these tax benefits are unusual in nature or                 
occur                                                                           
infrequently.  As part of your response, please address the                     
following:                                                                      

* If you determined that these tax benefits are unusual in nature,              
clarify how the criteria of paragraphs 20.a and 21 of APB Opinion               
No.                                                                             
30, Reporting the Results of Operations-Reporting the Effects of                
Disposal of a Segment of a Business, and Extraordinary, Unusual                 
and                                                                             
Infrequently Occurring Events and Transactions, have been met.                  
Specifically, explain why you believe the accounting for tax                    
benefits                                                                        
from disqualifying dispositions of incentive stock options is                   
clearly                                                                         
unrelated to, or only incidentally related to, your ordinary and                
typical activities when it appears that you use share-based                     
payments                                                                        
as a significant means to compensate employees.                                 

* If you determined that these tax benefits occur infrequently,                 
clarify how the criteria of paragraphs 20.b and 22 of APB Opinion               
No.                                                                             
30 have been met.  In this respect, we note your disclosure on                  
page                                                                            
66 of your Form 10-K for the fiscal year ended December 31, 2005,               
which indicates that you have accounted for the impact of                       
disqualifying dispositions in fiscal year 2004 and 2005, not just               
in                                                                              
the first quarter of fiscal year 2005.                                          
31. We note your response, which indicates, in part, your internal              
projections of your effective rate fluctuated between 27% and 28%               
through the third quarter of 2005.  We further note your actual                 
effective rate through the six months ended June 30, 2005 was                   
approximately 25.2%.  Clarify why you did not revise your rate at               
the                                                                             
end of the second quarter of 2005 to reflect your best current                  
estimate of the annual effective rate pursuant to FASB                          
Interpretation                                                                  
No. 18, paragraph 8.                                                            
32. We note the reconciliation of your estimated annual effective               
rate of approximately 28%, based on third quarter 2005 internal                 
forecast, to your actual rate of 31.6%.  Your response indicates,               
a                                                                               
portion of the increase in your 2005 effective rate was caused by               
actual revenues in the U.S. and spending in Ireland being higher                
than                                                                            
forecasted and actual spending in the U.S being less than                       
forecasted.                                                                     
Your response further states that these factors ultimately                      
resulted                                                                        
in a 160 basis point increase in your effective tax rate for the                
year                                                                            
compared to the rate you forecasted in the third quarter 2005.                  
Clarify whether the full impact of the 160 basis point increase                 
was                                                                             
the result of fourth quarter 2005 actual revenues and spending.                 
If                                                                              
not, clarify why your annual estimate of such revenues and                      
spending                                                                        
were not revised at the end of the third quarter for actual                     
results                                                                         
through the nine-months ended September 30, 2005.                               
33. We note the portion of your response indicating that you                    
recorded                                                                        
a liability to provide for likely settlements with the Internal                 
Revenue Service.  Tell us your consideration of the disclosure                  
requirements of SFAS 5, paragraphs 9 through 12, for this and                   
other                                                                           
income tax contingencies, as applicable.  In addition, please tell              
us                                                                              
what consideration you have given to the FASB`s July 14, 2005                   
Proposed Interpretation - Accounting for Uncertain Tax Positions -              
An                                                                              
Interpretation of FASB Statement No. 109 in accounting for any                  
uncertain tax positions.                                                        

Forms 8-K filed January 31, 2006 and April 20, 2006                             

Prior Comment Number 2                                                          
34. We note your response to prior comment number 2 and your                    
revised                                                                         
non-GAAP financial measure disclosure provided in Exhibit A.  It                
is                                                                              
not clear that you have adequately addressed the usefulness of                  
your                                                                            
non-GAAP measure presented.  Note, Question 8 of the Frequently                 
Asked                                                                           
Questions Regarding the Use of Non-GAAP Financial Measures states,              
"companies must meet the burden of demonstrating the usefulness of              
any measure that excludes recurring items."  Therefore, you must                
either demonstrate the usefulness of each non-GAAP measure or                   
eliminate such measures from your disclosure based on this                      
guidance.                                                                       
In this respect, please address the following specific items noted              
in                                                                              
your disclosure:                                                                

* We note your revised disclosure, which states that your non-GAAP              
financial measures provide meaningful information by excluding                  
certain expenses and expenditures that many not be indicative of                
your                                                                            
"core business operating results, meaning the Company`s operating               
performance from a cash perspective."  Please clarify why you                   
believe                                                                         
that your non-GAAP financial measures provide your "operating                   
performance from a cash perspective" when such measures currently               
exclude two "one-time" expenditures that have or will be settled                
in                                                                              
cash and only excludes one non-cash expense, namely, stock-based                
compensation.  Further, please explain why such disclosure does                 
not                                                                             
give the impression that your non-GAAP financial measures provide               
your results on a cash basis.                                                   

* Please further clarify why you believe that your "core business               
operating results" do not include stock based-compensation expense              
as                                                                              
they result from your operations.  In this respect, your                        
disclosure                                                                      
indicates that you believe excluding the impact of stock-based                  
compensation expense is useful as it allows your management and                 
investors to compare your core business results over multiple                   
periods                                                                         
in a manner that is not distorted by your recent adoption of SFAS               
123R.  Clarify why you believe that including the impact of a                   
required GAAP pronouncement provides a "distorted" view of your                 
financial results.  Please explain why such a statement does not                
provide the impression that your non-GAAP measures are superior to              
your results determined in accordance with GAAP.  Further, such a               
statement may imply that you are using non-GAAP financial measures              
in                                                                              
attempt to smooth earnings. We refer you to Questions 8 and 9 of                
the                                                                             
June 13, 2003 Frequently Asked Questions Regarding the Use of Non-              
GAAP Financial Measures.                                                        

* We note you eliminate stock-based compensation from several                   
financial statement captions.  It is not clear how management uses              
this non-GAAP information to conduct or evaluate its business in                
each                                                                            
of the areas of its operations.  Stock-based compensation is a                  
form                                                                            
of compensation similar to cash and is viewed as compensation by                
the                                                                             
recipients.  If this form of compensation was removed from the                  
recipients` overall compensation package, then how does management              
determine that an employees performance would remain unchanged                  
such                                                                            
that it would not affect the Company`s overall operations?  For                 
instance, would the performance of an employee responsible for                  
sales                                                                           
and marketing be changed if a portion of his or her compensation                
package were eliminated?  If so, then why would management exclude              
this compensation in analyzing your business performance?                       

* Your disclosure indicates that you believe excluding the impact               
of                                                                              
stock-based compensation expense allows management and investors                
to                                                                              
better compare the Company`s results to those of your competitors.              
Clarify how your measure provides better comparability when the                 
items                                                                           
excluded in your non-GAAP measures may be different than items                  
excluded in competitors` non-GAAP measures.  Therefore, please                  
explain why this would not be a material limitation in your use of              
your non-GAAP measures, not a reason why the information is                     
useful.                                                                         
Schedule 14A                                                                    

Certain Relationships and Related Transactions, page 30                         
35. Please provide all the information required by Item 404 of                  
Regulation S-K.  For example, we note that you have not discussed               
the                                                                             
perpetual license to the PageRank patent, which patent is held by               
Messrs. Brin and Page.                                                          

Executive Compensation, page 31                                                 
36. We direct your attention to the executive compensation table                
on                                                                              
page 31.  Please revise your table to disclose executive                        
compensation                                                                    
for the last three completed fiscal years.  See Item 402(b)(1) of               
Regulation S-K.                                                                 

Closing                                                                         

As appropriate, please amend your filing and respond to           
these                                                                           
comments within 10 business days or tell us when you will provide               
us                                                                              
with a response.  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.                                                                       

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.                                        

You may contact Chris White at (202) 551-3461 or Craig          
Wilson,                                                                         
Senior Assistant Chief Accountant at (202) 551-3226 if you have                 
questions regarding comments                                                    
on the financial statements and related matters.  Please contact                
Jeffrey Werbitt at (202) 551-3456 or Anne H. Nguyen, Special                    
Counsel,                                                                        
at (202) 551-3611 with any other questions.                                     

                                                          Sincerely,

                                                               Barbara C. Jacobs
                                                              Assistant Director

Eric Schmidt                                                                    
Google Inc.                                                                     
July 11, 2006                                                                   
Page 1                                                                          

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
WASHINGTON, D.C. 20549-0303                                                     

DIVISION OF                                                   
CORPORATION FINANCE                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		8/27/07		4,  8-K,  CORRESP,  FWP,  UPLOAD
Filed on:		7/14/06		4,  4/A,  UPLOAD
		7/11/06		4,  UPLOAD
		4/20/06		4,  8-K,  UPLOAD
		3/31/06		10-Q,  4,  DEF 14A,  POSASR,  UPLOAD
		1/31/06		4,  8-K,  UPLOAD
		12/31/05		10-K
		12/20/05		4,  8-K,  8-K/A,  UPLOAD
		9/30/05		10-Q,  4,  UPLOAD
		7/14/05		4,  UPLOAD
		6/30/05		10-Q,  UPLOAD
		3/31/05		10-Q,  4,  UPLOAD
		6/13/03
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/30/05  Google Inc.                       10-K       12/31/04    8:1.6M                                   Donnelley … Solutions/FA