SecProbe.io

March 21, 2013

Via E -mail
Melissa H. Cruz
Senior Vice President, Finance and Administration and Chief Financial Officer
Progress Software Corporation
14 Oak Park
Bedford, MA  01730

Re: Progress Software Corporation
 Form 10-K for the Fiscal Year Ended November 30, 2012
Filed January 29, 2013
File No. 000-19417

Dear Ms. Cruz :

We have reviewed your filing an d have the following comments.  Comments, if any,
related to disclosure in Part III of your Form 10 -K, will be provided under separate cover after it
has been filed.   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 bus iness days 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 appropri ate, please tell us why in your response.

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

Form 10 -K for the Fiscal Year Ended November 30, 2012

Consolidated Financial Statements

Note 4: Fair Value Measurements, page 56

1. We note you adopted ASU 2011 -4 during fiscal 2012 and you disclose the significant
unobservable assumptions used in the fair value measurement of your auction rate
securities.  Ple ase tell us what consideration was given to providing quantitative
information about the significant unobservable inputs and a narrative description of the
sensitivity of the fair value measurement to changes in unobservable inputs.  Please refer
to ASC 82 0-10-50-2(bbb) and (g).

Melissa H. Cruz
Progress Software Corporation
March 21, 2013
Page 2

 Note 7. Divestitures, page 60

2. We note that during the third quarter of 2012, the company reassigned goodwill to the
new reporting units and reportable segments (Core and Non -Core ) based on the relative
fair values of the reporting  units with $30 million of goodwill allocated to the Non -Core
reporting unit.  In l ight of the significance of goodwill attributable to previous
acquisitions, such as the Savvion in 2010 and IONA in 2008, compared to the amounts of
goodwill and intangi ble assets attributable to divestitures and assets -held-for-sale, please
describe for us, for each divested product, the allocation of goodwill to the reporting units
from the time of its initial acquisition through to the allocation to held -for-sale.

Note 17: Business Segments and International Operations , page 74

3. We note that you disclose revenue attributed to North America, which includes sales to
customers in the U.S. and Canada and licensing to certain multinational organizations,
substantially a ll of which is invoiced from the U.S.   Please tell us what consideration was
given to separately disclos ing revenues attributed to the U.S.  Please refer to ASC 280 -
10-50-41.

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 compa ny 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 co mpany
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.

Melissa H. Cruz
Progress Software Corporation
March 21, 2013
Page 3

 You may contact Joyce Sweeney, Staff Accountant , at (202)  551-3449  if you have
questions regarding comments on the financial statements and re lated matters.  If you have any
other questions, please contact Edwin Kim, Staff Attorney , at (202) 551 -3297  or Mark Shuman,
Branch Chief -Legal , at (202) 551 -3730 .  If you  require further assistance, do not hesitate  to
contact me at (202) 551 -3406 .

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief