SecProbe.io

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Room 4561
								October 18, 2005

John Farr
Chief Financial Officer
Pervasive Software Inc.
12365 Riata Trace Parkway
Building B
Austin, TX 78727

Re:	Pervasive Software Inc.
Form 8-K filed on October 7, 2005
      Form 10-K for Fiscal Year Ended June 30, 2005
      File No. 0-23043

Dear Mr. Farr:

      We have reviewed the above referenced filings and have the
following comments.  Where indicated, we think you should revise
your
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
revisions unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  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
filings.
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 8-K filed on October 7, 2005
1. Your disclosure in the second paragraph indicates that your new
independent registered public accounting firm was engaged on
October
6, 2005.  Accordingly, revise the disclosure regarding
consultation
with Grant Thornton LLP to specifically include the subsequent
interim period through October 6, 2005.  Refer to Item 304(a)(2)
of
Regulation S-K.

Form 10-K for Fiscal Year Ended June 30, 2005

Item 9A - Controls and Procedures

Evaluation of Disclosure Controls and Procedures, page 44
2. Your text suggests that the disclosure controls and procedures
that were evaluated by your chief executive officer and principal
financial officer were narrower than the disclosure controls and
procedures defined by paragraph (e) of the Rules.  Please advise
whether your officers concluded that your disclosure controls and
procedures are also effective to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management
including your chief executive officer and chief financial
officer,
to allow timely decisions regarding required disclosure. Revise
future filings accordingly.  See to Exchange Act Rule 13a-15(e).

      As appropriate, please amend your filings and respond to
these
comments within five 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.  Please furnish a cover letter with any amendment that keys
your
response 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
amendments and your 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
Exchange Act of 1934 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.

	In connection with responding to our comment, 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 filings or
in
response to our comment on your filings.

	You may contact Tamara Tangen, Staff Accountant, at (202)
551-
3443 or me at (202) 551-3488 with any questions.

      Sincerely,

      Stephen G. Krikorian
      Branch Chief - Accounting

Mr. John Farr
Pervasive Software Inc.
October 18, 2005
Page 3

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