SecProbe.io

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Room 4561
September 20, 2005

Mr. Todd E. Wille
President and Chief Executive Officer
Unify Corporation
2101 Arena Blvd.
Suite 100
Sacramento, California 95834

      Re:	Unify Corporation
      Form 10-K for the Fiscal Year Ended April 30, 2005
		Filed July 28, 2005
		Form 8-K
      Filed September 1, 2005
      File No. 1-11807

Dear Mr. Wille,

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  Where indicated, we
think you should revise 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
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

      Please understand that the purpose of our review 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 comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended April 30, 2005

Item 7. MD&A of Financial Condition and Results of Operations

1. You disclose on page 11 that in fiscal year 2005 you derived 65
percent of your revenues from international customers.  Please
tell
us whether the impact of the foreign exchange rate fluctuations
has
been material to you.  If so, tell us how you have considered the
requirements of SEC Release No. 33-6835, Section III.D in
identifying
and quantifying such impact.

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

General

2. You disclose on page 24 that you incurred approximately $1.1
million of restructuring costs in fiscal year 2005.  Please tell
us
how you considered the disclosure requirements of paragraph 20 of
SFAS 146 with respect to these restructuring activities.

Note 1. The Company and Summary of Significant Accounting Policies

Revenue Recognition, page 42

3. You disclose on page 3 that you provide professional services
for
customization of the NavRisk application.  Explain to us the
nature
of these "customization" services.  Also, tell us whether you have
concluded that these services qualify for separate accounting.  As
part of your response, tell us how you have applied the guidance
of
SOP 97-2, paragraphs 7, 65 and 74 in your accounting for
arrangements
that include "customization" services.

4. You disclose on page 11 that 51 percent of your fiscal 2005
revenue was derived from indirect sales channels.  Please describe
for us the material terms of your indirect sales arrangements.
Also,
tell us how you recognize revenue for indirect sales.  Identify
and
describe the material terms of any contingencies such as rights of
return, stock rotation rights, price protection, conditions of
acceptance, warranties, etc. associated with indirect channel
sales.
Describe how these contingencies affect revenue recognition.

5. You disclose on page 21 that you recognize revenue when a non-
cancelable license agreement has been signed or "other persuasive
evidence" of an arrangement exists.  Please identify the forms of
evidence of an arrangement that you consider as "other persuasive
evidence" and describe the different customary practices, if any,
with respect to evidencing an arrangement for specific customers
or
various classes of customers.  In this regard tell us how you
considered the requirements of paragraph 15 of SOP 97-2.

6. You disclose on page 3 that you sell the NavRisk software
license
under a three year term plus "mandatory maintenance."  Please
clarify
for us "mandatory maintenance" refers to.  As part of your
response,
describe the material terms and conditions of your "mandatory
maintenance" agreements.  Additionally, for arrangements that
include
"mandatory maintenance", tell us how you recognize revenue related
to
both the "mandatory maintenance" and the underlying software
license.

7. We note that you sell the NavRisk software under a term
license.
Please tell us whether you sell NavRisk or any other software
product
under perpetual licenses.  If so, separately describe for us your
revenue recognition policies related to sales of software under
term
and perpetual licenses.

Form 8-K filed September 1, 2005

8. Revise your disclosures in the press release to eliminate all
references to "pro forma" operating profit, "pro forma" income and
"pro forma" results. The information you have presented throughout
the press release should be referred to as "non-GAAP" and not "pro
forma."  Pro forma has a different meaning as defined by generally
accepted accounting principles and SEC rules that is significantly
different than your presentation. Refer to Regulation S-K, Item
10(e)
(ii) (E).

9. We note that the non-GAAP measure you have presented excludes
recurring cost items but includes revenue generated directly from
these cost items.  Demonstrate the usefulness of the non-GAAP
measure
in assessing performance when these recurring items are a result
of
your operations and have contributed to your performance.  Refer
to
Question 8, Frequently Asked Questions Regarding the Use of Non-
GAAP
Financial Measures.  Ensure that you adequately disclose why each
of
the recurring items excluded are not relevant in assessing
performance.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

      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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      You may contact Stathis Kouninis, Staff Accountant, at (202)
551-3476 or me at (202) 551-3489 if you have any questions
regarding
these comments.

							Very truly yours,

							Brad Skinner
						Accounting Branch Chief
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Todd E. Wille
Unify Corporation
September 20, 2005
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