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Letter of Correspondence

 August 3, 2005

 VIA EDGAR AND FEDERAL EXPRESS

 ATTORNEYS AT LAW

4401 Eastgate Mall

 San Diego, CA

 92121-1909

 Main    858 550-6000

 Fax       858 550-6420

 www.cooley.com

 LANCE W. BRIDGES

 (858) 550-6019

 bridgeslw@cooley.com

 Broomfield, CO

 720 566-4000

 Palo Alto, CA

 650 843-5000

 Reston, VA

 703 456-8000

 San Francisco, CA

 415 693-2000

 Division of Corporate Finance

 Securities and Exchange Commission

 Washington, DC 20549

 Attn: Brad Skinner, Accounting Branch Chief

Re:
Captiva Software Corporation

 Form 8-K dated
April 21, 2005

 File No. 0-22292

 Dear Mr. Skinner:

 This letter is being filed on behalf of Captiva Software Corporation (the “Company”) in response to comments received from the staff of the Division of Corporation Finance of the Securities and
Exchange Commission (the “Staff”) by letter dated July 14, 2005 (the “Staff Letter”) with respect to the above-referenced Form 8-K (the “8-K”). The Company has reason to believe
that it received the Staff Letter no earlier than July 25, 2005 and hereby provides its responses within 10 business days of its receipt of the letter in accordance with the Staff’s instructions. The numbering of the paragraphs below
corresponds to the numbering of your comment letter, the text of which we have incorporated into this response letter for convenience.

 Form 8-K dated April 21, 2005

1.
We note your use of the term “pro forma operating income,” “pro forma net income” and “pro forma earnings per share” in your press release. We
further note that the pro forma information you disclose has not been presented in the context of or consistent with Article 11 of Regulation S-X. To avoid investor confusion, revise similar presentations in future filings to use labels and
descriptions other than “pro forma” for any non-GAAP measures you provide.

 The Company acknowledges the Staff’s comment and will ensure that future filings make use of labels and descriptions other than “pro forma” for any non-GAAP measures the Company provides.

2.
 The pro forma condensed consolidated statements of operations presented in your press release includes a number of measures, including non-GAAP cost of revenues,
non-GAAP gross profit, non-GAAP income from operations, non-GAAP income before taxes and non-GAAP net income for which you do not appear to have provided the disclosures required by Items 10(e)(1)(C) and 10(e)(1)(D) of Regulation S-K. In this
regard, please

Division of Corporate Finance

 August 3, 2005

 Page Two

 note that each line item, sub-total, total or other item that has been adjusted represents a separate non-GAAP measure for which clear, specific disclosure is required. Additionally, as your adjustments appear to
eliminate recurring items, the following additional disclosure appears necessary:

•

the manner in which you use the non-GAAP measure to conduct or evaluate its business;

•

the economic substance behind your decision to use such a measure;

•

the material limitations associated with use of the non-GAAP financial measure as compared to the use of the most directly comparable GAAP financial measure;

•

the manner in which you compensate for these limitations when using the non-GAAP financial measure; and

•

the substantive reasons why you believe the non-GAAP financial measure provides useful information to investors.

 For further guidance, refer to Question 8, of Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures. Tell us, in specific detail, how you intend to address these matters in future filings. As part of your response, consider providing us with example disclosure.

 The Company respectfully believes that typographical errors may have been made in the above
comment as Items 10(e)(1)(C) and 10(e)(1)(D) of Regulation S-K do not exist. Based on the context of the Staff’s letter, the Company believes that the disclosures referred to by the Staff are set forth in Items 10(e)(1)(i)(C) and 10(e)(1)(i)(D)
of Regulation S-K. Assuming that the Staff’s comment relates to the requirement to provide the disclosures listed in Items 10(e)(1)(i)(C) and 10(e)(1)(i)(D) of Regulation S-K, the Company acknowledges the Staff’s comment and will include
these disclosures in future press releases. As requested by the Staff, attached hereto as Exhibit A is a copy of the Form 8-K which the Company is filing concurrently with this letter which the Company hereby submits as an example of the type
of disclosures that the Company intends to provide in future filings. The Company believes Exhibit A sufficiently provides the specific disclosures required for each line item, sub-total, total or other item that has been adjusted to
represent separate non-GAAP measure in its consolidated statement of operations, and in addition, discloses: (1) the manner in which the Company uses the non-GAAP measure to conduct or evaluate its business; (2) the economic substance behind the
Company’s decision to use such a measure; (3) the material limitations associated with the Company’s use of the non-GAAP financial measure as compared to the use of the most directly comparable GAAP

Division of Corporate Finance

 August 3, 2005

 Page Three

 financial measure; (4) the manner in which the Company compensates for these limitations when using the non-GAAP financial measure; and (5) the substantive reasons why the Company believes the non-GAAP financial
measure provides useful information to investors.

 In addition to the responses
above, the Company acknowledges that:

•

it 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.

 If you have any questions regarding this response letter, please
call the undersigned at (858) 550-6019.

 Very truly yours,

 Cooley Godward LLP

 /s/ Lance Bridges

 Lance Bridges

cc:
Reynolds C. Bish

 Bradford Weller, Esq.

 Jason Conger, Esq., Cooley Godward LLP

 Rama
Padmanabhan, Esq., Cooley Godward LLP

 EXHIBIT A

FORM 8-K DATED AUGUST 3, 2005

 1

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 Form 8-K

 Current Report Pursuant to Section 13 or 15(d) of

 The Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): August 3, 2005

 Captiva Software Corporation

 (Exact Name of Registrant as Specified in Its Charter)

Delaware

000-22292

77-0104275

 (State or Other Jurisdiction

 of Incorporation)

(Commission File Number)

 (I.R.S. Employer

 Identification No.)

10145 Pacific Heights Boulevard, San Diego, California

92121

(Address of Principal Executive Offices)

(Zip Code)

 Registrant’s
telephone number, including area code: (858) 320-1000

 Not Applicable.

 (Former Name or Former Address, if Changed Since Last Report.)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.
Results of Operations and Financial Condition.

 On August 3, 2005, we disclosed our unaudited financial information for the second quarter ended June 30, 2005 in the press release attached hereto as
Exhibit 99.1 and incorporated herein by reference.

 The
information in the Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The
information in this Current Report shall not be incorporated by reference into any registration or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01.
Financial Statements and Exhibits.

(c)
Exhibits

99.1

Press release dated August 3, 2005.

 SIGNATURE

 Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CAPTIVA SOFTWARE CORPORATION

By:

 /s/ Rick Russo

 Rick Russo

Chief Financial Officer

 Date: August 3, 2005

 INDEX TO EXHIBITS

99.1

Press release dated August 3, 2005.

 Exhibit 99.1

 For Immediate Release

 For more information:

 Rick Russo

 Chief Financial Officer

 Captiva Software Corporation

 858/320-1000

 rrusso@captivasoftware.com

 Charles Messman

 Todd Kehrli

 MKR Group, LLC

 818/556-3700

 ir@mkr-group.com

 CAPTIVA REPORTS
RECORD SECOND QUARTER

 FINANCIAL RESULTS

 Total Revenues Increase 20%, Software Revenues
Increase 28%, Non-GAAP

 Operating Income Increases 51% and Non-GAAP Diluted EPS

 Increases 45% over Q2 of 2004

 SAN DIEGO, CA, AUGUST 3, 2005—Captiva Software Corporation (NASDAQ: CPTV), a leading provider of input management solutions, today announced
financial results for its second quarter ended June 30, 2005.

 Total revenues were a Q2 record $20.2 million, an increase of 20% compared to $16.8 million in 2004, and software revenues increased to $10.8 million, up 28% from $8.4 million in 2004. Non-GAAP operating income was $3.3 million, an increase
of 51% over $2.2 million in 2004, and non-GAAP diluted earnings per share (EPS) was $0.16, an increase of 45% over $0.11 in 2004. GAAP operating income was $2.0 million, an increase of 51% over $1.4 million in 2004, and GAAP diluted EPS was $0.10,
an increase of 43% over $0.07 in 2004. Non-GAAP numbers have been adjusted to exclude certain items, and a reconciliation of the specific adjustments to GAAP results is included in the table below titled “Reconciliation of GAAP Net Income to
Non-GAAP Net Income.”

 (more)

 CAPTIVA REPORTS RECORD SECOND QUARTER FINANCIAL RESULTS /Page 2

 Cash and cash equivalents were $20.0 million at June 30, 2005, a decrease of $12.7 million from March
31, 2005. This decrease was attributable to the acquisition of SWT SA, which closed on May 27, 2005.

 Second Quarter Highlights:

•

Captiva closed on the acquisition of SWT SA.

•

Total revenues increased to $20.2 million, up 20% from $16.8 million in 2004.

•

Software revenues increased to $10.8 million, up 28% from $8.4 million in 2004.

•

Non-GAAP operating income increased to $3.3 million, up 51% from $2.2 million in 2004.

•

Non-GAAP diluted EPS increased to $0.16, up 45% from $0.11 in 2004.

•

48 new customers were acquired, including Countrywide Financial, France Telecom, the Illinois Department of Revenue, the New York Stock Exchange, the Russian Patent Office and the
US Immigration and Naturalization Service.

•

Captiva won Best Practices and Best of Show awards at AIIM’s 2005 Conference and Exposition in Philadelphia.

•

Captiva was added to the new Russell Microcap™ Index.

 “We’re pleased with our record second quarter financial performance and that we were able to achieve significant year-over-year increases in
total revenues, software revenues, operating income and earnings on both a non-GAAP and GAAP basis compared to the second quarter of 2004,” said Reynolds C. Bish, Captiva’s President and CEO. “We’re particularly pleased to have
achieved such continued growth despite the unavoidable distractions associated with the acquisition and integration of SWT. The assimilation of SWT into Captiva has, however, progressed as well or better than we expected. As a result, we are happy
to report that on a non-GAAP basis this portion of our business performed as expected during the

 CAPTIVA REPORTS RECORD SECOND QUARTER FINANCIAL RESULTS /Page 3

period from the closing of the SWT acquisition through the end of the second quarter and that we now expect it to approximately break even during the third
quarter and be accretive during the fourth quarter of this year.”

 “Given our achievements in the first half of this year, we remain optimistic about our prospects for the remainder of 2005,” added Mr. Bish. “Including the operations of SWT, we are again raising our guidance for 2005 and now
expect total revenues to be between $84.0 and $86.0 million and non-GAAP diluted EPS to be in the range of $0.62 to $0.64. For the third quarter of 2005, we expect total revenues to be in the range of $21.0 to $21.5 million, and non-GAAP diluted EPS
to be in the range of $0.15 to $0.16. This would equate to GAAP diluted EPS of between $0.38 to $0.42 for the year and $0.09 and $0.11 for the third quarter. It’s important to note that we continue to expect our hardware and other revenues to
decline further as a percentage of total revenues during the remainder of 2005, and that this guidance therefore implies at least 30% year-over-year growth in software revenues, which we view as a key driver of our business.”

 Use of Non-GAAP Financial Information

 To assist in making comparisons of current and prior period results, both
non-GAAP and GAAP consolidated statements of operations are presented below. To supplement the company’s results of operations presented on a GAAP basis, the company uses additional non-GAAP measures of gross profit, income from operations, net
income and earnings per share adjusted to exclude certain expenses. The company’s management uses these non-GAAP measures to monitor the performance of its ongoing operations as compared against prior periods, and management believes that
providing these non-GAAP measures to investors will enhance investors’ understanding of the company operations, allow for potentially more meaningful comparisons of the company’s operating results against prior periods, and help investors
identify trends in the company’s results of operations. The adjustments exclude

 CAPTIVA REPORTS RECORD SECOND QUARTER FINANCIAL RESULTS /Page 4

certain one-time charges that do not relate to the company’s operations, such as acquisition and restructuring costs and a charge related to the
write-off of withdrawn stock offering costs. The adjustments also exclude the write-off of in-process research and development and the amortization of purchased intangible assets which are non-cash GAAP charges resulting from the company’s
acquisitions of businesses. These non-GAAP results are a primary indicator that management uses as a basis for planning and forecasting future periods. Each of these adjustments to the company’s GAAP results are made with the intent of
providing management and investors a more complete understanding of the company’s core operations and the company’s marketplace performance by excluding GAAP charges that management believes do not measure the performance of the
company’s current operations. By excluding these charges, management believes that it and its investors can more meaningfully compare performance of the company’s current operations against historical operating results. To the extent that
the adjustments exclude recurring items, such as the amortization of purchased intangible assets, the non-GAAP results may not fully account for the cost of purchased businesses over time, however, information with regard to such recurring items are
provided in the GAAP results below. The presentation of this additional information is not meant to be considered in isolation or as a substitute for gross profit, income from operations, net income or earnings per share prepared in accordance with
generally accepted accounting principles and may be different fro