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Response letter to the SEC

SHEARMAN & STERLING LLP

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 WRITER’S DIRECT NUMBER:

 (212) 848-7628

 (212) 848-8073

 WRITER’S EMAIL ADDRESS:

 ccondon@shearman.com

 eswann@shearman.com

 June 20, 2005

 VIA FACSIMILE AND

 EDGAR TRANSMISSION

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Mergers and Acquisitions

 450 Fifth Street, N.W.

 Washington, DC 20549-0406

Attn:
Michael Pressman

 Daniel Lee

 SunGard Data Systems Inc.

 Amendment No. 2 to Schedule 13E-3 – File No. 5-38060

 Revised Schedule 14A – File No. 1-12989

 Filed June 14, 2005

 Dear Messrs. Pressman and Lee:

 On behalf of our client SunGard Data Systems Inc. (the “Company”), set forth below is the response to the comments
of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter (the “Comment Letter”) received by telecopy on June 17, 2005,
concerning the preliminary proxy statement on Schedule 14A (the “Proxy Statement”) under the Securities Exchange Act of 1934,

 June 20, 2005

as amended (the “Exchange Act”) and Amendment No. 2 to the Transaction Statement on Schedule 13E-3 (the “Transaction Statement”) of the
Company, Solar Capital Corp. (“Merger Co”) and Cristóbal Conde under the Exchange Act, in each case filed by the Company on June 14, 2005. For your convenience, we have set out the text of the comments from the Comment Letter,
followed in each case by the response. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Proxy Statement.

 We represent the Company. To the extent any response relates to information concerning Merger Co, any of the funds (the “Funds”) affiliated with
the seven private equity firms identified in the Proxy Statement, Credit Suisse First Boston or Lazard, such response is included in this letter based on information provided to the Company and us by such other entities or their respective
representatives.

 General

1.
We note your response to prior comment no. 1 in our letter dated June 7, 2005 and your statement that Merger Co is filing as a filing person on a voluntary basis. As you noted,
our position per the Current Issues Outline is to look through a filing person that is an acquisition vehicle to the parent thereof. Despite the voluntary basis you indicate, Merger Co has filed as a filing person. In accordance with our position, a
looking through of Merger Co suggests that the funds are the persons controlling it. As a result, it appears that the funds should be identified as filing persons.

 RESPONSE:

 We respectfully advise the Staff that we do not believe that Merger Co is an affiliate of the Company. Accordingly, we do not believe that Merger Co
should be a filing person in connection with the Transaction Statement.

 Merger Co is not in a control relationship with the Company, through share ownership or otherwise. The only basis on which Merger Co could be deemed to be an affiliate of the Company is through the relationship of
Cristóbal Conde to the Company and to the surviving corporation in the merger. According to the Staff’s Current Issues Outline, when determining whether a member of senior management of an issuer is an affiliate engaged in a
going-private transaction, an important aspect of the analysis is the ability of management to “control” the surviving company in the transaction, through board seats, senior management positions and ownership of a material amount of the
surviving company’s outstanding equity securities. While it is expected that Mr. Conde will execute an employment agreement with the holding company of the surviving corporation and that he will be appointed as one of the eight members of the
board of directors of the surviving corporation and its holding company or companies, he will beneficially own at closing less than 1% of the outstanding equity securities of the surviving corporation’s holding company or companies based on his
equity investment (with management as a whole representing only approximately 3% of the total equity, based on equity investments). Even factoring in option awards to be granted after closing, Mr. Conde will hold less than 3% of the total equity
interests of the holding

 2

 June 20, 2005

company or companies of the surviving corporation, of which approximately 1.3% will consist of performance-based option awards that will vest only upon and
subject to the achievement of predetermined performance targets. The options to be granted to Mr. Conde after closing vest over the next five to six years. The Staff has noted in the past that it would not view a person as an affiliate of a
purchaser based solely on employment arrangements or executive officer or director positions. (See Note 6, Release No. 34-16075). Mr. Conde’s employment and board positions alone, without a material equity interest, should not constitute a
“control” relationship with the surviving company or its holding company or companies so as to require that Merger Co be a filing person. Accordingly, we respectfully request permission from the Staff to remove Merger Co as a filing person
to the Transaction Statement.

 As discussed with the Staff on
June 17, 2005, disclosure has been included in the Proxy Statement regarding the fact that each of Credit Suisse First Boston and Lazard have provided investment banking services to the private equity sponsors and their respective affiliates. If the
Staff determines that each of the Funds should be included as filing persons, we propose to include disclosure in the Proxy Statement regarding compensation received by each of Credit Suisse First Boston and Lazard in the past two years for
investment banking services provided directly to the Fund and to the private equity sponsor affiliated with the Fund.

2.
We note your response to prior comment no. 3 in our letter dated June 7, 2005. Please advise us of the basis for the board’s determination that the spin-off transaction
“would not provide greater value to stockholders within a timeframe comparable to that in which the merger would be completed,” as disclosed on page 24. Further, notwithstanding your statement that the board did not rely on the
presentation materials for the spin-off transaction, please advise us how the board’s analysis of the merits of the merger transaction was not informed by its previous consideration of the spin-off transaction.

 RESPONSE:

 We respectfully advise the Staff that the board of directors of the Company considered the $36.00 per share price to be an
extremely compelling factor in favor of the merger transaction. As the board noted in its deliberations regarding the transaction, in the five-year period prior to March 18, 2005 (the last trading day before the Company confirmed that it was in
merger discussions), the Company’s common stock closed at or above $34.00 only eight times and never closed at or above $35.00. In addition, the $36.00 per share price represents premiums of approximately 44.3% to the closing price on March 18,
2005, approximately 39.3% to the average closing price of the Company’s common stock for the 30 trading days prior to March 27, 2005 (the day that the board approved the transaction and the merger agreement was executed) and approximately 25.7%
to the highest closing price for the Company’s common stock during the year prior to March 27, 2005. The board also noted that the $36.00 per share merger price represented a substantial premium to the trading price of the Company’s common
stock during the period since the public announcement of the proposed spin off in October 2004.

 3

 June 20, 2005

 The board also considered timeframe – namely, the expectation that the merger would be completed
in the third quarter of 2005. Any benefits to be realized in a spin-off transaction would obviously take longer to materialize and would be considerably more speculative, as stockholders would be required to wait for any possible increase in trading
value or for an eventual sale of one or both of the separated businesses. The board had received a significant amount of information in connection with its review of the proposed spin-off announced in October 2004 and reasonably concluded that,
given the clear advantages of the proposed merger in terms of price, timeframe and certainty, no additional substantive evaluation of the spin-off was necessary in its determination to approve the merger as the transaction providing the best value
reasonably available to stockholders.

 Schedule 14A

 Special Factors

 Opinion of Credit Suisse First Boston LLP, pp. 28-36

3.
We note your additional disclosure with respect to the small discount that Credit Suisse First Boston will be entitled to in connection with its facilitation of option exercises
by your management. Please disclose this discount.

 RESPONSE:

 Additional disclosure will be included in
the Proxy Statement in response to the Staff’s comment. Please see our proposed disclosure on page 36 of the Proxy Statement under “SPECIAL FACTORS—Opinion of Credit Suisse First Boston LLP” and page 59 of the Proxy Statement
under “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger”, marked copies of which are attached hereto.

 Representations and Warranties, pp. 78-86

4.
We note the statement that the representations and warranties “were made solely for the purposes of the contract.” Please revise to remove any potential implication
that the referenced merger agreement does not constitute public disclosure under the federal securities laws.

 RESPONSE:

 Additional disclosure will be included in the Proxy Statement in response to the Staff’s comment. Please see our proposed disclosure on page 78 the
Proxy Statement under “THE MERGER AGREEMENT (PROPOSAL NO. 1) – Representations and Warranties”, a marked copy of which is attached hereto.

 * * * *

 Please direct any questions concerning this letter to Creighton O’M. Condon at (212) 848-7628 or Eliza W. Swann at (212) 848-8073.

 4

 June 20, 2005

 Very truly yours,

 /s/ Creighton O’M. Condon

 Creighton O’M. Condon

 /s/ Eliza W. Swann

 Eliza W. Swann

 Attachments

cc:
Cristóbal Conde

 Lawrence A. Gross, Esq.

 SunGard Data Systems Inc.

 Clare O’Brien, Esq.

 Shearman &
Sterling LLP

 Alfred O. Rose, Esq.

 Julie H. Jones, Esq.

 Ropes & Gray LLP

 Howard L. Shecter, Esq.

 Robert J. Lichtenstein, Esq.

 Morgan, Lewis
& Bockius LLP

 5

affiliated or associated with Credit Suisse First Boston have invested in private equity funds managed or advised by the private investment firms whose
affiliates are stockholders of Merger Co. In addition, at SunGard’s request, Credit Suisse First Boston or one or more of its affiliates may offer to provide, or otherwise assist Merger Co in obtaining, all or a portion of the financing in
connection with the merger, for which Credit Suisse First Boston would receive additional compensation. In the ordinary course of business, Credit Suisse First Boston and its affiliates may acquire, hold or sell, for their own accounts and the
accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of SunGard, Merger Co, affiliates of the stockholders of Merger Co and any other company that may be involved in the
merger and, accordingly, may at any time hold a long or short position in such securities, as well as provide investment banking and other financial services to such companies.

  SunGard has agreed to pay Credit Suisse First Boston for its financial advisory services in connection with the merger an aggregate fee
currently estimated to be approximately $35 million, $5 million of which became payable upon Credit Suisse First Boston’s delivery of its opinion. SunGard has also agreed to reimburse Credit Suisse First Boston for its out-of-pocket expenses,
including fees and expenses of legal counsel and any other advisor retained by Credit Suisse First Boston with the consent of the Company, and to indemnify Credit Suisse First Boston and related parties against liabilities, including liabilities
under the federal securities laws, arising out of its engagement. In addition, Credit Suisse First Boston will be entitled to a small discount, which will be no greater than 20 basis points, and a flat administrative fee, which will be no greater
than $150,000 in the aggregate, with respect to any shares of SunGard common stock purchased in connection with its facilitation of the exercise of options by SunGard’s management participants, as described in “Special
Factors—Interests of the Company’s Directors and Executive Officers in the Merger.”

Opinion of Lazard Frères & Co. LLC

 Under an engagement letter, dated March 17, 2005, SunGard retained Lazard to perform a financial analysis of SunGard and to render an opinion to the board of directors of SunGard as to the fairness, from a financial point of view, to
holders of SunGard’s common stock (other than Merger Co, any stockholders of Merger Co, any of SunGard’s directors or management and any stockholders of SunGard who properly exercise dissenters’ rights) of the consideration to be paid
to such holders in the merger. Lazard has delivered to SunGard’s board of directors a written opinion, dated March 27, 2005, that, as of that date, the consideration to be paid to the holders of SunGard common stock (other than Merger Co, any
stockholders of Merger Co, any of SunGard’s directors or management and any stockholders of SunGard who properly exercise dissenters’ rights) in the merger is fair to such holders, from a financial point of view. SunGard did not give
Lazard any specific instructions, including what valuation methodologies to use, with respect to making its fairness opinion. In connection with Lazard’s fairness opinion, Lazard used customary valuation methodologies based on Lazard’s
experience and judgment in the valuation of businesses and their securities in connection with mergers and acquisitions, recapitalizations and similar transactions.

 The full text of the Lazard opinion is attached as Annex C to this proxy statement and is incorporated into this proxy statement by
reference. You are urged to read the Lazard opinion in its entirety for a description of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Lazard in connection with the
opinion. Lazard’s written opinion is directed to SunGard’s board of directors and only addresses the fairness to the holders of SunGard common stock (other than Merger Co, any stockholders of Merger Co, any of SunGard’s directors or
management and any stockholders of SunGard who properly exercise dissenters’ rights) of the consideration to be paid to such holders in the merger

 36

as a result of the merger, calculated by multiplying (i) the excess of $36.00 over the per share exercise price of the option by (ii) the number of shares
subject to the option, and without regard to deductions for income taxes and other withholding. With certain limited exceptions, performance-based SunGard stock options granted in 2005 will not become exercisable by reason of the merger and will
convert into options for stock of the holding company or companies of SunGard.

Executive Officers

Vested Options

Options that will vest as a
result of the merger

Totals

 Name

Shares

Value

Shares

Value

Total Shares

Total Value

 James E. Ashton III

180,350

$
2,369,550

359,250

$
4,449,133

539,600

$
6,818,683

 Donald W. Bird