SecProbe.io

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								September 21, 2005

Mail Stop 4561

Reynolds C. Bish
President and Chief Executive Officer
Captiva Software Corporation
10145 Pacific Heights Boulevard
San Diego, CA 92121

      Re:	Captiva Software Corporation
		Registration Statement on Form S-3
      Filed September 2, 2005
		File No. 333-128105

		Annual Report on Form 10-K for December 31, 2004
		Filed March 15, 2005
		File No. 0-22292

Dear Mr. Bish:

      We have limited our review of your filing to those issues we
have addressed in our comments.  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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-3
Selling Security Holders, pages 9-10
1. Please revise the disclosure in this section to list the
selling
security holders as of the date of the registration statement or
of
the most recent amendment and not as of July 31, 2005.  In this
regard, please see Item 507 of Regulation S-K and, by analogy,
Item
403 of Regulation S-K.

Form 10-K
Item 9A. Controls and Procedures, pages 34-35
2. We note your statement that your disclosure controls and
procedures were "adequate and sufficient to ensure..." Please
confirm, if true, that that your disclosure controls and
procedures
were "effective."  If you can not so confirm, please tell us why
your
disclosure controls and procedures were not effective.  If
applicable, please also confirm that you will make similar
disclosures in your future filings.  In this regard, please see
Item
307 of Regulation S-K and Rule 13a-15(b) of the Securities and
Exchange Act of 1934.

***********************************

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment 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 cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
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 Act
of
1933 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Hugh Fuller, the examiner on this filing, at
(202) 551-3853 or Anne Nguyen, the Special Counsel, at (202) 551-
3611
with any questions.

      					Sincerely,

      					Mark P. Shuman
      					Branch Chief - Legal

CC:	William Bradford Weller
	Captiva Software Corporation

      Lance W. Bridges
	Cooley Godward LLP

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