SecProbe.io

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Mail Stop 4-6

      April 18, 2005

Thomas E. Hogan
President and Chief Executive Officer
1301 South MoPac Expressway
Austin, Texas 78746

Re:	Vignette Corporation
  	Preliminary Schedule 14A filed on April 7, 2005
	File No. 0-25375

Dear Mr. Hogan:

      We have limited review of the above-referenced filing to
matters concerning the reverse stock split and we have the
following
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.  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 on any aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

Schedule 14A

Proposal 3:  Reverse Stock Split
1. We note that you intend to address fractional shares by cashing
them out using a transfer agent who will aggregate all fractional
shares and sell them on the open market on behalf of the holders.
Tell us whether you plan on registering this offer and sale.
Alternatively, tell us whether you will rely on an exemption from
registration or on a no action letter.  Does the transaction
satisfy
the requirements of Rule 152(a), for example?  If you will rely on
an
exemption from registration or on a no action letter, explain the
basis for your belief that the exemption you will claim is
available
or the basis for your reliance on a no action letter.
2. Your disclosure in the Form 10-K for the period ended December
31,
2004 indicates that there were 1,307 holders of record of your
common
stock as of March 31, 2004.  It appears that shareholders could be
eliminated as a result of the reverse split.  If shareholders are
eliminated, disclose the minimum number of record shareholders
that
you expect to have following the reverse split.
3. We note that because the company does not intend to reduce the
number of authorized shares the reverse split will have the effect
of
increasing the number of authorized and unissued shares.  Please
state the number of authorized and unissued shares after the
reverse
split.  Please revise to disclose whether you have any current
plans,
proposals or arrangements to issue any of the additional shares.
For
example, are there any proposals or plans to acquire any business
or
engage in any financing activities with the shares?  If so, please
disclose and if not, please state that you have no such plans,
proposals, or arrangements written or otherwise at this time.
4. We call your attention to Rule 10b-17, which you should consult
in
connection with the process of implementing any stock split.  The
rule sets out procedural and substantive requirements concerning
providing notice of the reverse split to the NASD.

	Except for above-cited matter, we have not and do not intend
to
conduct any review of the information statement.  In view of our
limited review, all persons who are by statute responsible for the
adequacy and accuracy of the filing are urged to be certain that
all
information required pursuant to the Securities Act of 1933 has
been
included.

      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.  Providing us with marked copies of the amendment
will help to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental 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 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.

      Please direct any questions you may have to Maryse Mills-
Apenteng at (202) 942-1861.  If you need further assistance, you
may
contact me at 202-942-1800.

							Sincerely,

							Barbara C. Jacobs
							Assistant Director

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Vignette Corporation
April 15, 2005
Page 1 of 3

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