SecProbe.io

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Room 4561

								June 9, 2005

Dan Carl
Vice President, General Counsel and Secretary
Sybase, Inc.
One Sybase Drive
Dublin, CA  94568

	Re:    	Sybase, Inc.
		Registration Statement on Form S-3
		Filed May 10, 2005
		File No. 333-124768
		Form 10-K for the year ended December 31, 2004
		Form 10-Q for the period ended March 31, 2005
		File No. 1-16493

Dear Mr. Carl:

      We have limited our review of the above-referenced Form S-3
registration statement to the selling shareholder table, plan of
distribution and incorporation by reference and to the controls
and
procedures disclosure in the above-cited Form 10-K.  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 supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not 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 welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.

Selling Securityholders
1. Your selling securityholder table contains a line item for "Any
other holder of notes or future transferee or pledgee."  In a
paragraph following the table you indicate that you intend to set
forth information about other selling securityholders by
supplement
or post-effective amendments, if required. Please revise the
disclosure to clarify that information regarding unnamed selling
securityholders at the time of effectiveness must be provided
using a
post-effective amendment.  Transferees, pledgees and donees of
identified selling securityholders at the time of effectiveness of
the registration statement may be identified in prospectus
supplements.
2. The disclosure indicates under footnote 3 that Paul Lacronica
has
voting or investment power over the securities of Merrill Lynch as
well as over a large number of the selling shareholders.  Clarify,
if
true, that "Merrill Lynch" is a registered broker-dealer and
whether
any of the shareholders over which Mr. Lacronica has voting and/or
investment power is therefore an affiliate of a registered broker-
dealer.
3. Refer to footnote 24.  We note your disclosure that Man
Holdings
Limited is a subsidiary of Man Group, a public company listed on
the
London Stock Exchange.  Please clarify whether the parent company
Man
Group exercises sole/ shared voting and/or investment power over
Man
Holdings Limited or provide the information requested for Man
Holdings Limited.  See interpretation 4S of the Regulation S-K
portion of the March 1999 supplement to the Corporation Finance
Telephone Interpretations manual, as well as interpretation I.60
of
the July 1997 version of the telephone interpretations manual,
which
is publicly available on our website at
www.sec.gov/interps/telephone.shtml.
4. We note the disclosure in your footnotes that SG Americas
Securities, LLC and KBC Financial Products USA are registered
broker-
dealers.  Please confirm whether any of the other selling
shareholders are broker-dealers or affiliates of a registered
broker-
dealer.  With respect to all registered broker-dealers, disclose
whether their shares were received as compensation for investment
banking services or as investment shares.  If the shares were
received other than for compensation, the broker-dealers must be
named as underwriters in the prospectus. In this regard, please
revise your Plan of Distribution disclosure to state that SG
Americas
Securities, LLC and KBC Financial Products USA are underwriters.

Plan of Distribution
5. We note the qualifying language on page 51 that "to your
knowledge," except for the two shareholder identified, none of the
other selling shareholders are registered broker dealers and none
of
the broker-dealer affiliates purchased their shares outside of the
ordinary course with a view to distribute the shares.  Please
revise
the disclosure to provide an unqualified statement, based on the
representations from the selling shareholders, as to whether you
have
identified all of the registered brokers and provided the
appropriate
representations regarding affiliates of registered broker-dealers.
6. We note your statement on page 51 that you are not aware of any
underwriting plan or agreement, underwriters` or dealers`
compensation, or passive market-making or stabilization
transactions
involving the purchase or distribution of the securities offered
by
the KBC Financial Products and SG Americas Securities.  What is
the
basis for this statement?  Isn`t it true that if the shares are
sold
at a profit, "dealers` compensation" is necessarily realized?
Please
advise.
7. We note your discussion regarding short sales.  Please
supplementally confirm that you are aware of Telephone
Interpretation
A. 65 (July 1997) on this issue.
Incorporation by Reference
8. Amend the registration statement to specifically incorporate by
reference the Form 10-Q for the period ended March 31, 2005 as
well
as any other reports filed pursuant to Section 13(a) before the
effective date.  Please also note that your definitive proxy
statement is not one of the filings required to be incorporated.
See
Item 12 of Form S-3.

Exhibits
9. We note that Section 14.8 of the indenture provides that the
laws
of the state of New York shall be the governing law.  As you must
provide a "legal and binding obligation" opinion for a
registration
statement relating to debt securities, an opinion must be given as
to
the governing law in order to fulfill the item requirement.
Please
indicate that you are opining under New York law with respect to
the
indenture.  See Item 601(b)(5) of Regulation S-K.
10. We are unclear why your opinion refers to 18,239,506 shares of
common stock "and such indeterminate number of additional shares .
.
. as may be required for issuance upon conversion of the Notes"
whereas the registration statement indicates that 18,239,506
shares
is "the maximum amount potentially issuable upon conversion"
Please
advise.

Form 10-K for the year ended December 31, 2004

Controls and Procedures
11. Your disclosure on page 78 states that there were "no
significant
changes in [y]our internal controls or in other factors that could
significantly affect [y]our disclosure controls and procedures
subsequent to the Evaluation Date."  Please note that Item 308(c)
requires disclosure of any change in the registrant`s internal
control over financial reporting that occurred during the
registrant`s fourth fiscal quarter that has materially affected,
or
is reasonably likely to materially affect, the registrant`s
internal
control over financial reporting.  We note that while the
disclosure
in the Form 10-Q for the period ended March 31, 2005 properly
omits
the "significant changes" language, it does not make reference to
the
relevant time period, i.e., the last fiscal quarter, and is
therefore
inconsistent with Item 308(c) in this regard.  Please confirm, if
true, that you met this standard during the evaluation periods
relating to the 2004 Form 10-K and first quarter Form 10-Q and
that
you will conform your disclosure to the requirements of Item
308(c)
in future filings.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* 		should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to
the
filing;

*	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* 	the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      Any questions should be directed to Maryse Mills-Apenteng at
(202) 551-3457 or, in her absence, the undersigned (202)-551-3730.

								Sincerely,

      			Barbara C. Jacobs
      			Assistant Director

cc:  	Via facsimile:  925-236-6824
	Dan Cohen, Esq.
      Corporate Counsel
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Mr. Carl
Sybase, Inc.
June 9, 2005
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