SecProbe.io

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Mail Stop 4561

      September 19, 2005

David M. Sankaran
Senior Vice President and
Chief Financial Officer
Accelrys, Inc.
10188 Telesis Court, Suite 100
San Diego, CA 92121

	Re:	Accelrys, Inc.
   Form 10-K for the Fiscal Year Ended
   March 31, 2005
		Filed June 13, 2005
		File No. 000-27188

Dear Mr. Sankaran:

	We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  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.

Consolidated Statements of Cash Flows, page 47

1. We note in your statements of cash flows you include a separate
line item for net cash provided (used) by discontinued operations
for
each year presented.  Please tell us how you considered footnote
10
of SFAS 95 in determining your presentation for discontinued
operations in your 10-K and subsequent 10-Q.  In this regard, if
you
intend to maintain the presentation of separate cash flow
information
for discontinued operations, your statements of cash flows should
separately disclose cash flows from operating, investing and
financing activities related to discontinued operations.
Additionally, cash flows relating to discontinued operations
within
each category of cash flows may not be combined or netted, if
material.  Please tell us how you intend to comply with these
reporting requirements.

Note 2. Significant Accounting Policies

Revenue Recognition, page 50

2. We note on page 18 that you license your software to smaller,
development stage customers that have limited or no operating
history
and that in recent years, these customers often scale back or
cease
operations.  In addition, you state that if you are not able to
collect payments from these customers, you may be required to
write-
off significant accounts receivable and recognize bad debt
expense.
Tell us when you recognize revenues for sales to these customers
and
tell us how you considered paragraph 8 of SOP 97-2 in determining
that the fees for such contracts are fixed and determinable and
collectibility is probable.

3. In addition to the previous comment above, tell us whether you
offer varying payment terms for different customers.  Tell us your
normal payment terms and whether you offer extended payment terms.
If you do offer extended payment terms, tell us how the fee
charged
for your products under such terms is fixed or determinable.
Refer
to paragraphs 27 and 28 of SOP 97-2.

4. In your results of operations discussions on page 32, you state
that consulting and contracts revenue decreased as a result of
transitioning to repeatable services.  Help us understand what is
meant by this statement and what types of services represent
repeatable services.  In addition, tell us your revenue
recognition
policy for these repeatable services and how it differs from your
current revenue recognition policy related to consulting and
contract
services.  Please advise.

5. We note your disclosure on page 40 that in January 2004, you
modified your annual license contracts and are now recognizing
license and post-contract support (PCS) revenue related to such
contracts ratably over the license term whereas prior to January
2004, you recognized 64% of the fee in the quarter the license was
executed and amortized the remaining 36% over the term of the
contract relating to PCS.  Tell us what modifications were made to
these annual license contracts that resulted in a change to your
revenue recognition policy and whether this modification affected
your multi-year licenses, as well.  In addition, tell us how your
policy for recognizing revenue from your annual and multi-year
license contracts prior to the modification complied with SOP 97-
2.
In this regard, explain how you allocated the license fee among
the
license and PCS and how you determined vendor-specific objective
evidence (VSOE) for multiple-element arrangements under your
annual
and multi-year software license agreements.  Indicate the license
term and PCS term including any renewal provisions.  Your response
should address AICPA TPA 5100.53 and 5100.54.  Please advise.

6. Help us better understand your revenue recognition policy
related
to your consortia agreements.  In this regard, please tell us the
following:
* What accounting literature you are relying on in recognizing the
initial software library upon delivery and the consortium
membership
fees ratably over the term of the agreement;
* Whether technological feasibility has been achieved prior to
entering into the consortia agreements and whether the development
of
software under these agreements relate to the initial software
library licensed to the members;
* How the development costs incurred during the development period
under the consortia agreements are accounted for; and
* If you are successful in developing the software under the
consortia agreement, is the license awarded to the consortium
members
exclusive or do you have the right to use or sell the resulting
software developed.

      * * * * *

      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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 Patrick Gilmore at (202) 551-3406 or me at
(202) 551-3499 if you have questions regarding comments on the
financial statements and related matters.

							Sincerely,

							Kathleen Collins
							Accounting Branch Chief

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David M. Sankaran
Accelrys, Inc.
September 19, 2005
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