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The Reynolds and Reynolds Company  Correspondence

October 21, 2005

Stephen Krikorian

Accounting Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street Northeast

Washington, D.C. 20549

    Re:

    The Reynolds and Reynolds Company

    Form 10-K for the Fiscal Year Ended September 30, 2004

    Form 10-Q for the Fiscal Quarter Ended December 31, 2004

    Form 10-Q for the Fiscal Quarter Ended March 31, 2005

    Form 10-Q for the Fiscal Quarter Ended June 30, 2005

    File No. 001-10147

Dear Mr. Krikorian,

Pursuant to the telephone call between the Staff and John Huber of Latham & Watkins on October 20,
2005, we are responding to the non-revenue recognition comments included in the Staff’s comment
letter dated September 16, 2005. For convenience of reference, our responses are organized using
the same headings and numbered captions as your letter. The company’s responses address only non
revenue recognition comments numbered 11-16. The company will respond to comments 1 — 10, which
deal with revenue recognition issues, in its position paper on multiple element arrangements and
revenue recognition. The company will provide the Staff with this position paper by November 4,
2005.

Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2005

Statements of Consolidated Income (Unaudited), page 3

Prior Comment Number 7

    11.

    Comment

    We note from your response that you concluded the two-class method should be used to compute
earnings per common share as opposed to the if-converted method. In addition we note your
earnings per share presentation and disclosures in your June 30, 2005 Form 10-Q. Tell us the
following relating to how you computed your earnings per share
pursuant to the Two-Class
Method for prior periods (presented in your response) and for the three and six months ended
June 30, 2005:

    •

    How you considered reporting earnings per share for both distributed earnings (dividends
declared and contractual amount of dividends) and undistributed earnings;

1

    Management’s Response

    Dividends declared (distributed earnings) per common share were presented on the face of the
company’s consolidated income statement for both Class A common shares and Class B common
shares. The company also reported the allocation of net income and the average common shares
outstanding for each class of common stock in note 1 to the company’s consolidated financial
statements included in Form 10-Q for the periods ended June 30, 2005. The amount of
undistributed income can be determined from the information disclosed on the income statement
and in the footnotes. The allocation of undistributed earnings is consistent with the
conversion privileges.

    Even though there is no requirement in SFAS 128 or EITF 03-6 to disclose the amount of
undistributed earnings per share, the company did consider disclosing such amounts, but decided
not to disclose the allocation of undistributed earnings per share because (a) the net income
allocated to the Class B common shareholder represent only about 1% of total company net income,
(b) there is only one individual Class B common shareholder, (c) the Class B common shares are
convertible into Class A common shares and have the same dividend rate on the if-converted
basis, and (d) the number of Class B common shares has been declining over time.

    Comment

    •

    How you considered the conversion of Class B common stock in determining the denominator
for the purpose of computing Class A diluted earnings per share;

    Management’s Response

    The company did not assume the conversion of Class B common shares into Class A common shares
and no Class B common shares were included in the denominator for the purpose of computing Class
A diluted earnings per share. Net income was allocated among Class A common shares and Class B
common shares and the net income attributable to Class B common shares was excluded from the
numerator in the computation of Class A diluted earnings per share.

    If the conversion of the Class B shares was assumed, these shares would be included in the
denominator for determining diluted earnings per Class A common share as required by paragraph
26(c) of SFAS 128. Net income attributable to the Class B common shares would be added back to
the numerator in the computation of diluted earnings per Class A common share, consistent with
the guidance in paragraph 26(a) and footnote 15 of SFAS 128, because then all net income would
be attributable to the Class A common shares. The resulting Class A common diluted earnings per
share amount would be the same as the Class A common diluted earnings per share reported by the
company. This situation occurs because the Class B common shares’ dividend rights are
consistent with its conversion ratio. Specifically, the Class B common shares receive dividends
equal to 1/20 of the dividends paid to Class A common shareholders and each 20 shares of Class B
common stock convert into on Class A common share. Diluted earnings per Class A common share
also reflect the impact of employee stock options and restricted stock. There are no such
common stock equivalents for the Class B common shares.

2

    The company has presented both diluted earnings per Class A common share calculations in
Appendices A — E. In future filings and in the upcoming earnings release scheduled for October
27, 2005, the company will present diluted earnings per Class A common share using the
if-converted method. The company presented diluted earnings per common share under this
approach for all periods prior to June 30, 2005.

    Comment

    •

    How you considered disclosing your computation of allocating net income, distributed
earnings and undistributed earnings for the purposes of computing Class A and Class B
common stock earnings per share. Provide us with this computation for three and six months
ended June 30, 2005 and for the year ended September 30, 2004;

    Management’s Response

    In note 1 of the company’s consolidated financial statements on Form 10-Q for the periods ended
June 30, 2005, the company states that net income was allocated to each class of common stock
based on contractual rights. In footnote 8 of the company’s Form 10-K for the periods ended
September 30, 2004, the company stated that the Class B common shareholder may convert twenty
Class B common shares to one share of Class A common stock and that dividends paid to Class A
common shareholders must be 20 times the amount paid to Class B common shareholders and that
dividends must be paid simultaneously. In note 1 of the company’s consolidated financial
statements on Form 10-Q for the periods ended June 30, 2005, the company reported the amount of
income allocated to each class of common stock and the average number of shares outstanding used
for basic and diluted earnings per share calculations. The allocation of net income (see note 1
in the company’s 6/30/05 Form 10-Q) and the amount of distributed income per share (see the
company’s 6/30/05 consolidated income statement) has been disclosed. The company did not
believe it necessary to disclose the allocation of undistributed earnings because it is not
specifically required by SFAS 128 and EITF 03-6 and the reasons listed previously in response to
the first bullet of comment 11. The company has included its computation of the allocation of
net income to each class of common stock and its computation of basic and diluted earnings per
common share for each class of common stock in Appendices A — E.

    Comment

    •

    How you considered the impact of computing earnings per share pursuant to the two-class
method on your SFAS 123 pro forma earnings per share disclosures;

    Management’s Response

    The company elected to adopt the provisions of SFAS 123 effective October 1, 2003 using the
retroactive restatement method and has recorded stock compensation expense in its statements of
consolidated income for all periods presented. Therefore, the company is not required to
disclose proforma earnings per share information for any of the periods presented. Stock
compensation expense is included in the company’s computation of earnings per share as presented
on the face of the income statement.

    Comment

3

    If you determine that the information for Class A and Class B common stock earnings per share
provided in your prior response and your June 30, 2005 10-Q requires revision based on your
consideration of the items above, please provide your revised earnings per share with your
response.

    Management’s Response

    While the company continues to believe that earnings per Class A common and Class B common
shares are properly stated in the company’s financial statements included in Form 10-Q for the
periods ended June 30, 2005, the company will use the if-converted approach in reporting diluted
earnings per Class A common share, in future filings. This will not change the amount of
earnings per share from the June 30, 2005 calculation because the allocation of income was based
on the average shares outstanding, assuming conversion of Class B common shares.

    12.

    Comment

    Tell us how you determined that your disclosure controls and procedures were effective as of
March 31, 2005, December 31, 2004 and September 30, 2004, considering your controls did not
detect your misapplication of SFAS 128 within your financial statements. In addition, tell us
how you considered the impact of your revised earnings per share presentation and the revision
to your internal controls over financial reporting, if any, in your June 30, 2005 Form 10-Q
disclosures pursuant to Item 308 of Regulation S-K.

    Management’s Response

    The statement made by the company regarding the effectiveness of disclosure controls and
procedures and the statement regarding changes to internal controls over financial reporting
both contain references to materiality. The company does not believe that the information
regarding Class B common earnings per share or the change to earnings per share computations
were material to any period for the following reasons:

    •

    EPS for Class A common shares is the same as was reported as EPS under the
if-converted method previously used by the company.

    •

    The net income allocated to the Class B common shareholder represents approximately
1% of total company net income.

    •

    There is only one individual shareholder of Class B common shares.

    •

    Class B common shares are not publicly traded.

    •

    Class B common shares are convertible into Class A common shares and have the same
dividend rate on the if-converted basis.

    •

    The number of Class B common shares has been declining over time.

    •

    The Class B common information and the change to earnings per share computations did
not (a) mask a change in earnings trends, (b) hide a failure to meet analysts’
consensus estimates, (c) change a loss into income or vise versa, (d) concern a
specific segment of the business, (e) affect compliance with regulatory requirements,
(f) affect compliance with loan covenants, (g) affect management’s compensation, or (h)
involve concealment of an unlawful transaction.

Prior Comment Number 8

4

    13.

    Comment

    We have read your response regarding the reclassification of auction rate securities and your
conclusion that the impact of the reclassification is not material to your prior annual and
interim financial statements. In addition we note your response that “Quantifying, in
percentage terms, the magnitude of a variance is only the beginning of an analysis of
materiality...” Although SAB Topic 1.M indicates that qualitative factors should be considered
when misstatements are qualitatively small it does not suggest that the qualitative factors
should be considered when items are quantitatively material. Considering the significant change
to cash and cash equivalents, marketable securities and cash flows from investing activities we
do not agree with your conclusion that the impact of the reclassification is not material to
your financial statements. Amend your September 30, 2004 Form 10-K and December 31, 2004 Form
10-Q to properly report auction rate securities in your financial statements and to disclose the
reason for the reclassification (i.e. to comply with SFAS 95) and the quantitative impact on the
financial statements (consolidated balance sheets and statements of cash flows). In addition
revise your discussion of liquidity in Management’s Discussion and Analysis in your filings, as
needed.

    Management’s Response

    Pursuant to this comment, the company will amend its September 30, 2004 Form 10-K and December
31, 2004 Form 10-Q to properly report auction rate securities in its financial statements and to
disclose the reason for the reclassification and the quantitative impact on its financial
statements. In addition the company will revise its discussion of liquidity in Management’s
Discussion and Analysis in these filings, as necessary. We respectfully advise the Staff that
these filings will be amended when all other comments included in the letter from the SEC dated
September 16, 2005 have been resolved.

    The company proposes including the following language in its earnings release scheduled for
October 27, 2005:

    In 2005, the company changed its classification of auction rate securities from cash and
equivalents to marketable securities, according to SFAS No. 115, “Accounting for Certain
Investments in Debt and Equity Securities.” There was no effect on the income statement from
the change in classification of auction rate securities. The effects of this reclassification
on the balance sheets and cash flow statements are included in the following table:

5

    Increase (Decrease)

    12/31/04

    9/30/04

    9/30/03

    Effect on Balance Sheets

Cash and equivalents

    ($56,940,000
    )

    ($37,020,000
    )

    ($29,100,000
    )

    Short-term marketable securities

    $
    56,940,000

    $
    37,020,000

    $
    7,100,000

    Long-term marketable securities

    $
    0

    $
    0

    $
    22,000,000

    Source (Use) of Cash

    3 Mos.

    12 Mos.

    12 Mos.

    12 Mos.

    12/31/04

    2004

    2003

    2002

    Effect on Cash Flow Statements

    Cash flows provided by (used for) investing activities:

    Marketable securities purchased

    ($28,000,000
    )

    ($27,100,000
    )

    ($107,700,000
    )

    ($77,850,000
    )

    Marketable securities sold

    $
    8,080,000

    $
    19,180,000

    $
    134,500,000

    $
    46,550,000

    As a result of the change in the classification of auction rate securities, the company has
determined that its disclosure controls and procedures were not effective as they relate to the
classification of auction rate securities as of December 31, 2004 and September 30, 2004. The
company will be filing an amended Form 10-Q for the fiscal quarter ended December 31, 2004 and an
amended Form 10-K for the fiscal year ended September 30, 2004.

    Prior Comment Number 9

    14.

    Comment

    We reissue our prior comment no. 9 relating to your conclusion that disclosure controls and
procedures were effective as of September 30, 2004 and December 31, 2004. Tell us how you
considered the reclassification of your auction rate securities in determining that your
disclosure controls and procedures were effective as of September 30, 2004 and December 31,
2004, considering your controls did not detect the misclassifications of auction rate securities
within your financial statements.

    Management’s Response

    In light of the company’s pending amendment to its September 30, 2004 Form 10-K and its December
31, 2004 Form 10-Q, the company concluded that its disclosure controls and procedures were not
effective as they