SecProbe.io

Mail Stop 4561         February 25, 2009  Joseph W. Alsop Chief Executive Officer Progress Software Corporation 14 Oak Park Bedford, Massachusetts 01730

Re: Progress Software Corporation
 Form 10-K for the fiscal year ended November 30, 2008
Filed January 29, 2009
 File No. 033-41752

Dear Mr. Alsop:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view 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.

Part I

Item 1. Business, page 3

Our Products, page 3

1. We note that you state in your risk fa ctors section that you are currently
developing and enhancing your Integrat ion Infrastructure and Apama product
sets.  In preparing future filings, pleas e give appropriate consideration as to
whether more detailed disclosure co ncerning the status of these product

Joseph W. Alsop
Progress Software Corporation
February 25, 2009 Page 2
development activities should be provided  in your business se ction.  See Item
101(c)(1)(ii) of Regulation S-K.
 Part II

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 17

2. On page 11 of your risk factors secti on you disclose that some of your newer
products require a higher level of de velopment, distribution and support
expenditures, on a percentage of revenue ba sis, than the OpenEdge or DataDirect
product lines.  In preparing future filings, please give appropriate consideration to
whether those changes in cost structure or other conditions wa rrant more specific
qualitative or quantitative di sclosure of how any actual or planned increased costs
have or will affect your results  from one period to the next.
 Item 15. Exhibits and Financial Statement Schedules

 Exhibit 31.1 and 31.2 Rule 13a-1 4(a)/15d-14(a) Certifications

3. The initial text of paragra ph number 4 of the certifications omits the phrase “and
internal control over financial reporting (as defined in Exchange Act Rules 13a–
15(f) and 15d–15(f))” that is specified in Item 601(b)(31)(i) of Regulation S-K.
Please supply revised certific ations that conform exactly  to the language specified
in the cited paragraph of Regulati on S-K.  You may submit the revised
certifications in an abbreviated ame ndment that consists of cover page,
explanatory note, signature page, revised Item 15 and the revised certifications.

* * * * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its

Joseph W. Alsop
Progress Software Corporation February 25, 2009 Page 3   management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a 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 do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments 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 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.
 You may contact Ryan Houseal, Attorney  Advisor at (202) 551-3105, or in his
absence, me at (202) 551-3462.  If you require further assistance, pl ease contact Barbara
C. Jacobs, Assistant Director, at (202) 551-3735.

Sincerely,

Mark P. Shuman Branch Chief