S-1MEF

As filed with the Securities and Exchange Commission on December 7, 2005.

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NeuStar, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	7375	52-2141938
(State of Incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

46000 Center Oak Plaza
Sterling, Virginia 20166
(571) 434-5400
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

Jeffrey E. Ganek
Chairman and Chief Executive Officer
NeuStar, Inc.
46000 Center Oak Plaza
Sterling, Virginia 20166
(571) 434-5400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)

Copies to:

Stephen I. Glover, Esq.	Ronald Cami
Gibson, Dunn & Crutcher LLP	Cravath, Swaine & Moore LLP
1050 Connecticut Ave., NW	825 Eighth Avenue
Washington, DC 20036	New York, NY 10019
(202) 955-8500	(212) 474-1000

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ 333-129700

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class							Amount of
of Securities to be	Amount to be		Maximum Offering		Maximum Aggregate		Registration
Registered	Registered (1)		Price per Unit		Offering Price		Fee
Class A Common Stock, $0.001 par value per share		2,575,521	$	32.30	$	83,189,328	$	8,901.26

     (1) Includes shares that may be sold upon exercise of the underwriters’ over-allotment option, if any.

EXPLANATORY NOTE

     This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (File No. 333-129700) filed by NeuStar, Inc. with the Securities and Exchange Commission (the “Commission”) on November 15, 2005, as amended, which was declared effective by the Commission on December 6, 2005, and including the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein by reference.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sterling, Commonwealth of Virginia, on December 7, 2005.

NeuStar, Inc.
By:	/s/ Jeffrey E. Ganek
	Jeffrey E. Ganek
	Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 7, 2005.

Signature	Title
/s/ Jeffrey E. Ganek Jeffrey E. Ganek	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
/s/ Jeffrey A. Babka Jeffrey A. Babka	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
* James G. Cullen	Director
* Henry Geller	Director
* Dr. Henry Kressel	Director
* Joseph P. Landy	Director
* Dr. Kenneth A. Pickar	Director
* Frank L. Schiff	Director

* By:	/s/ Martin K. Lowen
	Martin K. Lowen
	Attorney in Fact

EXHIBIT INDEX

Exhibit
No.	Description of Exhibit
5.1	Opinion of Gibson, Dunn & Crutcher LLP. *
23.1	Consent of Ernst & Young LLP. *
23.2	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 filed herewith).

* Filed herewith.

EX-5.1

EXHIBIT 5.1

GIBSON, DUNN & CRUTCHER LLP
Lawyers

A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS

1050 Connecticut Avenue, N.W., Washington, D.C. 20036-5306
(202) 955-8500
www.gibsondunn.com

December 6, 2005

Direct Dial

(202) 955-8500

Fax No.

(202) 467-0539

NeuStar, Inc.
46000 Center Oak Plaza
Sterling, Virginia 20166

Re: NeuStar, Inc. — Registration Statement — on Form S-1 filed pursuant to Rule 462(b)

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-1 (the “Registration Statement”), of NeuStar, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) promulgated under the Securities Act of 1933 (the “Securities Act”), in connection with the public offering of up to 2,575,521 shares (including shares that may be sold upon exercise of the underwriters’ over-allotment option) (the “Shares”) of the Company’s Class A Common Stock, par value $0.001 per share, proposed to be offered by certain stockholders under the Registration Statement (the “Offering”).

     We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. In rendering the opinion set forth below, we have relied as to factual matters upon assurances of certain officers of the Company, which factual matters have not been independently verified by us.

     Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have

NeuStar, Inc.
December 6, 2005
Page 2

examined, we are of the opinion that the Shares to be sold by the selling stockholders have been, or when issued will be, validly issued, fully paid and non-assessable.

     We render no opinion herein as to matters involving the laws of any jurisdiction other than the General Corporation Law of the State of Delaware. We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law as currently in effect and have made such inquiries as we consider necessary to render this opinion. This opinion is limited to the effect of the current state of the Delaware General Corporation Law and the facts as they currently exist. In rendering this opinion, we assume no obligation to revise or supplement this opinion should current laws, or the interpretations thereof, be changed.

     We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Validity of Shares” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

GIBSON, DUNN & CRUTCHER LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form S-1 pursuant to Rule 462(b) and related Prospectus of NeuStar, Inc., and to the use of our reports dated March 24, 2005 (except for the last paragraph of Note 19, as to which the date is June 28, 2005), with respect to the consolidated financial statements of NeuStar, Inc., included in its Registration Statement on Form S-1, for the year ended December 31, 2004, and the related financial statement schedule included therein, filed with the Securities and Exchange Commission.

/s/ Ernst & Young

McLean, Virginia
December 2, 2005