SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

January 8, 2007

Via Facsimile (617) 832-7000 and U.S. Mail

John D. Hancock, Esq. Foley Hoag LLP 155 Seaport Boulevard Boston, Massachusetts 01730
Re: Progress Software Corporation
 Schedule TO-I filed December 22, 2006, as amended
 SEC File No. 005-42022
Dear Mr. Hancock:
 We have conducted a limited review of the filings listed above and have the following
comments.
General

1. We note your statement that a “eligible participant” is a ny person to whom you
have granted eligible opti ons and is subject to taxa tion in the United States.
Please explain whether “eligible participan t” includes former employees.  If so,
please explain why you believe the inclusi on of former employees is consistent
with the March 21, 2001 Global Exemptive Order for issuer exchange offers that are conducted for compensatory purposes.
 2. As you are aware, Rule 13e-4(f)(5) requi res you to pay for or return tendered
options “promptly” after the termination of the offer. The cash payment to be
made in exchange for certain tendered options will not be paid until January 20,
2008 at the earliest. Please provide your le gal analysis as to how this delay in
payment is consistent with Rule 13e-4(f )(5). Your discussion should address in
greater detail than in the Offer to Am end the reasons for the need to delay
payment until the year after amending the existing options.  In addition, your discussion should address the reasons for the need to delay payments further for unvested options.
Closing Comments

Please revise your filings to comply with the comments above. If you do not agree with a

January 8, 2007
Page 2
comment, tell us why in a supplemental respons e letter that you s hould file via EDGAR
as correspondence. The letter should note the location in your amended disclosure
document of changes made in response to each comment or otherwise.
 In connection with responding to our comment s, please provide a written statement from
the company acknowledging that:
‚ The company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ Staff comments or changes to disclosure in response to staff comments in the
filings reviewed by the staff do not fo reclose the Commission from taking any
action with respect to the filing; and
‚ The company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.    Please direct any questions to me at ( 202) 551-3345.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.
Very truly yours,

Michael Pressman Special Counsel Office of Mergers & Acquisitions