SecProbe.io

April 13, 2012

Via E -Mail
Craig Newfield
Senior Vice President, General Counsel, and Secretary
Progress Software Corporation
14 Oak Park
Bedford, M A 01730

Re: Progress Software Corporation
 Preliminary Proxy Statement on Schedule 14A
Filed April 6, 2012
File No. 033-41752

Dear Mr. Newfield :

We have reviewed your filing an d 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 by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. Please revise your proxy statement to explain why your board believes that voting for the
director nominees of the Starboard participants is not in your shareholders’ best interests.

What is a quorum?, page 2

2. Given that broker non -votes count as being  present for purposes of determining the
presence or absence of a quorum, please revise the last sentence in the last paragraph of
this section.

Craig Newfield
Senior Vice President, General Counsel, and Secreta ry
Progress Software Corporation
April 13, 2012
Page 2

Background to the Solicitation, page 5

3. Please revise this section to provide more detailed descriptions of  the substance of your
communications with the Starboard participants and their representatives.

Proposal 1: Election of Directors, page 7

4. Please revise the standard for discretionary voting appearing in the third paragraph of this
section so that it is consistent with Rule 14a -4(c)(5).

Proxy Card

5. Please revise the form of proxy card to clearly mark it is a preliminary copy. Please refer
to Rule 14a -6(e)(1).

6. Please set in bold -face type the statement in the first paragraph regarding by whom the
proxy is being solicited.  See Rule 14a -4(a)(1).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 provide a written statement from the company
acknowledging that:

 the company  is responsible for the adequacy and ac curacy 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.

Craig Newfield
Senior Vice President, General Counsel, and Secreta ry
Progress Software Corporation
April 13, 2012
Page 3

 Please contact Edwin Kim , Attorney -Advisor,  at (202) 551 -3297 or , in his absence, the
undersigned at (202) 551 -3457 with any questions.   If you require further assistance, you may
contact David Orlic, Special Counsel,  Office of Mergers and Acquisitions, at  (202) 551 -3503.

Sincerely,

/s/ Maryse Mills-Apenteng

Maryse Mills -Apenteng
Special Counsel