SecProbe.io

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Mail Stop 4-6

May 24, 2005

Mr. Louis Hernandez, Jr.
Chief Executive Officer
Open Solutions Inc.
300 Winding Brook Drive
Glastonbury, Connecticut 06033

Re:	Open Solutions Inc.
	Registration Statement on Form S-3 filed April 29, 2005
	File No. 333-124445

Dear Mr. Hernandez:

      This is to advise you that we have limited our review of the
above registration statement to the limited matters addressed in
the
comments below.  No further review of the registration statement
has
been or will be made.  All persons who are by statute responsible
for
the adequacy and accuracy of the registration statement are urged
to
be certain that all information required under the Securities Act
has
been included.

      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 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.

Selling Securityholders

1. Please disclose the natural persons who exercise the voting
and/or
dispositive powers with respect to the securities to be offered
for
resale by your selling securityholders that are non-reporting
entities.  We note that certain selling securityholders, such as
AstraZeneca Holdings Pension, Alexandra Global Master Fund and
Saranac Capital Management, do not have such required disclosure.
Please see Interpretation I.60 of our July 1997 Manual of Publicly
Available Telephone Interpretations and Interpretation 4S of the
Regulation S-K portion of the March 1999 Supplement to our July
1997
Manual of Publicly Available Telephone Interpretations.

2. Please disclose whether any selling securityholder is a
registered
broker-dealer.  We note, for example, that KBC Financial Products
USA, Inc. appears to be a registered broker-dealer.  If a selling
securityholder is a registered broker-dealer, please identify such
registered broker-dealer as an underwriter in your disclosure,
unless
the shares were acquired as transaction-based compensation for
investment-banking services.  Provide a description of the
investment-banking services and the manner in which the
compensation
for the services was computed, as applicable.

3. We note your statement in footnote 21 to your selling
securityholders table stating that a new selling securityholder
will
be set forth in a prospectus supplement or amendment to your
registration statement.  Please further clarify when a post-
effective
amendment will be required and when a prospective supplement may
be
used to add a new selling securityholder.  Indicate that
information
concerning unnamed selling securityholders who acquired shares
prior
to the effective date will be filed by post-effective amendment.

Item 16. Exhibits.

Opinion of Wilmer Cutler Pickering Hale and Dorr LLP

4. We note that counsel has limited their legal opinion to, among
other things, the General Corporation Law of the State of
Delaware.
Please confirm to us in writing that such reference to the General
Corporation Law of the State of Delaware includes the statutory
provisions and also all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these
laws.
Please see Section VII.A.14 of our Current Issues and Rulemaking
Projects Outline dated November 14, 2000 for additional guidance.

*              *              *              *

      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental 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 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 related to your 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 the staff comments and the
declaration
of effectiveness 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 your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act 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.

      You may contact Daniel Lee at (202) 551-3477 with any
questions.  If you need further assistance, you may contact me at
(202) 551-3462 or Barbara Jacobs, Assistant Director, at (202)
551-
3730.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile

	John A. Burgess, Esq.
	Peter N. Handrinos, Esq.
	Brian M. Gordon, Esq.
	Wilmer Cutler Pickering Hale and Dorr LLP
	60 State Street
	Boston, Massachusetts 02109
	Telephone: (617) 526-6000
	Facsimile:  (617) 526-5000

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