SecProbe.io

April 20, 2012
 Via E-mail

Richard A. Montoni Chief Executive Officer Maximus, Inc. 11419 Sunset Hills Road  Reston, VA  20190
Re: Maximus, Inc.
 Form 10-K for Fiscal Ye ar Ended September 30, 2011
Filed November 14, 2011
 Form 8-K  Filed February 6, 2012
File No. 1-12997

Dear Mr. Montoni:
 We have reviewed your filings and have the following comments.  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 te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for Fiscal Year Ended September 30, 2011

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
17
 1. We note your disclosure in Note 18 on page  49 that undistributed earnings of foreign
subsidiaries are indefinitely reinvested in th e operations of such subsidiaries.  We also
note your disclosure that approximately 60% of cash and cash equivalents are held in
overseas locations, and accordingly, there may be  adverse tax consequences on its use in
the United States.  Please revise your disclosu re to clarify, if true, that the Company
would need to accrue and pay taxes if this cash is repatr iated and the Company does not
intend to repatriate the funds.  Refer to  Item 303(a)(1) of Regulation S-K.

Richard A. Montoni Maximus, Inc. April 20, 2012 Page 2

 Notes to Consolidated Financial Statements, page 34

Note 1. Business and Summary of Signi ficant Accounting Policies, page 34
 2. Please tell us your consideration of provi ding accounting policy disclosure regarding
leases, including your accounting for escalati on clauses based upon the operating cost of
the facility and the consumer price index.  Please also tell us your consideration of
disclosing the amount of contingent rental s each period pursuant to ASC 840-20-50-1.
 (d) Revenue Recognition, page 34

3. We note your disclosure that for certain fi xed-price contracts, you recognize revenue
based on costs incurred using estimates of total expected contract reve nue and costs to be
incurred.  Please tell us the basis in GAAP for your accounting with  reference to the
specific provisions in GAAP upon which you relie d.  Based on your disclosure, it appears
you are applying the percentage-of-comple tion method of revenue recognition as
described in ASC 605-35.  If th is is the case, please be sure  to address in your response
why you believe your long-term service contract s are within the scope of the guidance in
ASC 605-35 applicable to Construction-Type and Produc tion-Type Contracts.
 4. As it relates to your accounting for contracts with multiple deliverables, please tell us
how your policy of allocating arrangement cons ideration to deliverables based on relative
fair values is consistent with the guidan ce in ASC 605-25-30-2 through 30-5.  Please also
tell us your consideration of  providing all of the disclosu res listed in ASC 605-25-50-2
for each similar type of multiple element arrangement.
 Note 4. Earnings Per Share, page 39

 5. Based on your disclosures in note 15, we understa nd that holders of restricted stock units
receive dividend equivalent payments.  Pleas e clarify whether the unvested restricted
shares contain nonforfeitable ri ghts to dividend equivalent paym ents.  If so, please tell us
how your basic and diluted per share computa tions are consistent with the two-class
method described in ASC 260-10-45-60B.
 Item 9A.  Controls a nd Procedures, page 54

Evaluation of Disclosure Cont rols and Procedures, page 54
 6. We note that your description of disclosure  controls and procedures in the second
sentence under this subheadi ng does not conform to the definition set forth in Rules 13a-
15(e) and 15d-15(e) of the Exchange Act.  Pleas e revise your disclosure  to either describe
your controls and procedures using the full defi nition set forth in the applicable rules or
simply omit the definition and refer to the applicable rules.  Also, please tell us whether management’s conclusion regarding effec tiveness as of September 30, 2011 is based on
the full definition of disclosure  controls and procedures.

Richard A. Montoni Maximus, Inc. April 20, 2012 Page 3

Form 8-K Filed February 6, 2012

 Exhibit 99.1

 7. We note your disclosure of the non-GAAP meas ures of free cash flow and projected
adjusted diluted earnings per share.  Please no te that Instruction 2 to Item 2.02 of Form 8-
K requires that when furnishing informati on under this item you must provide all the
disclosures required by 10(e)(1)( i) of Regulation S-K, incl uding a reconciliation to the
directly comparable GAAP measure for each  non-GAAP measure presented and explain
why you believe the measures provide useful information to investors regarding your
financial condition and results of operati ons.  Please revise accordingly.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings incl ude the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

 the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
 You may contact Yolanda Guobadia, Sta ff Accountant, at (202) 551-3562 or Robyn
Manuel, Staff Accountant, at (202) 551-3823 if you have questions  regarding our comments.
Please contact me at (202) 551-3344 with any other questions.
        S i n c e r e l y ,          /s/ William H. Thompson
        William H. Thompson         A c c o u n t i n g  B r a n c h  C h i e f