SecProbe.io

March 8, 2011
 Via Facsimile

Mr. Richard D. Reidy  President and 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, 2010
Filed January 31, 2011 File No. 033-41752

Dear Mr. Reidy:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended November 30, 2010

 Item 1.  Business

 Overview, page 3

 1. You report that you conduct business in countries  in the Middle East.  In your response
letter, please identify the specific countr ies in the Middle East  where you offer your
products or services and the extent and nature of the business conducted in those
countries.

 Mr. Richard D. Reidy Progress Software Corporation March 8, 2011 Page 2
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Results of Operations, page 17

 2. Please tell us whether you considered provi ding quantitative disclosure regarding the
percentage of your software license revenues derived from direct end users, indirect
channels and your OEM business so as to  provide investors with an enhanced
understanding of your financial condition, chan ges in financial condition and results of
operations.  See Instruction 1 to paragraph 303(a)  of Regulation S-K.  In this regard, we
note the disclosure in Exhibit 99.2 to your Fo rm 8-K filed December 21, 2010, as well as
your statement on page 4 of your Form 10- K that “approximately half of [your]
worldwide license revenue is realized th rough relationships with indirect channel
partners.”

Critical Accounting Policies

 Goodwill and Intangible Assets, page 25

3. We note your conclusion on page 37 that no goodwill impairment existed during fiscal
2009 and 2010.  We further note that your disc losure on page 44 and elsewhere appears
to imply that you have three reporting units.  Please advise.  To the extent that any of
your reporting units have an estimated fair valu e that is not substant ially in excess of the
carrying value and is at poten tial risk of failing step-one  of your goodwill impairment
analysis, please tell us and disclose in future filings:
• The percentage by which fair value exceeded  carrying value as of the most recent
step-one test;
• The amount of goodwill allocate d to each reporting unit;
• A description of the methods and key assu mptions used and how the key assumptions
were determined;
• A discussion of the degree of uncertainty associated with the key assumptions; and
• A description of potential events and/or  changes in circumstances that could
reasonably be expected to negativ ely affect the key assumptions.

Alternatively, if your reporting units  are not at risk of failing st ep-one please disclose this
in future filings.

 Mr. Richard D. Reidy Progress Software Corporation March 8, 2011 Page 3
 Item 8.  Financial Statements and Supplementary Data

 Note 1 – Nature of Business and Summa ry of Significant Accounting Policies

 Revenue Recognition, page 34

 4. We note your disclosure that vendor-sp ecific objective evid ence (“VSOE”) for
maintenance is based on the price when the element is sold separately for the renewal period.  Please describe, in  detail, your methodology for establishing VSOE of your
maintenance services. Where VSOE is based on stated renewal rates, please tell us how
you determined the renewal rates are substantive.   In this regard, pl ease provide the range
of renewal rates and tell us what percentage  of your customers act ually renew at such
rates.  Alternatively, if VSOE is based on stand-alone sales, provide the volume and
range of standalone sales us ed to establish VSOE.

Note 11 – Long-Term Debt, Commitments and Contingencies

 Legal Proceedings, page 51

5. We note your disclosure of the complaint filed by JuxtaComm T echnologies regarding
alleged patent infringement.  If there is  a reasonable possibility that a loss exceeding
amounts already recognized may have been incurred and the amount of that additional
loss would be material you must either disclose the estimated additional loss, or state that
such an estimate cannot be made.  Please tell us whether you believe that it is reasonably
possible that additional losses would be materi al and, if so, how your disclosures comply
with paragraphs 3 through 5 of ASC 450-20-50 and SAB Topic 5Y.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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

 Mr. Richard D. Reidy Progress Software Corporation March 8, 2011 Page 4
 • the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Jaime John, St aff Accountant, at (202) 551 -3446, or Christine Davis,
Assistant Chief Accountant, at  (202) 551-3408, if you have questi ons regarding comments on the
financial statements and related matters.  If you have any other questi ons, please contact Ryan
Houseal, Staff Attorney, at (202)  551-3105 or Mark Shuman, Legal Branch Chief, at (202) 551-
3462.  If you require further assistance, do not hesitate to contact me at (202) 551-3406.

Sincerely,
   /s/ Patrick Gilmore
Patrick Gilmore Accounting Branch Chief