SecProbe.io

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					September 30, 2005

Room 4561

Ms. Lynn Magnani, Esq.
General Counsel
Axeda Systems Inc.
21 Oxford Road
Mansfield, MA 02048

	Re:	Axeda Systems Inc.
		Preliminary Proxy Statement on Schedule 14A
		Filed September 23, 2005
		File No. 0-26287

Dear Ms. Magnani:

	This is to advise you that we have limited our review of your
filing to the matters addressed in the comments below.  No further
review of the proxy statement has been or will be made.  All
persons
who are by statute responsible for the adequacy and accuracy of
the
proxy statement are urged to be certain that all information
required
under the Securities Exchange Act of 1934 has been included.

      Where indicated, we think you should revise your document in
response to these 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.
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 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.

Proposal 1-The Asset Sale, page 19

1. Please expand both this section and your summary section to
provide more financial information regarding the operations that
are
being sold, and the operations that will continue following the
asset
sale.  In this regard, it does not appear that you have provided
any
quantified information regarding the significance of the assets
being
sold to your business other than in one sentence on page 16.
Please
revise throughout the document as appropriate to prominently
disclose
this information in order to provide investors with a clear
understanding of the effect the asset sale will have on your
business.

2. As a follow-up to the comment above, it appears that you are
selling a substantial part of your assets.  Accordingly, please
revise your proxy statement to include unaudited financial
statements
of the business being sold for the periods required by Item 14 of
Schedule 14A.  See Question 6 under Subsection H of Section I of
the
Third Supplement (July 2001) to the CF Manual of Publicly
Available
Telephone Interpretations.  Note that the financial information
presented should be current pursuant to Item 310(g) of Regulation
S-
B.  Additionally, ensure that you have provided all other
information
required by Item 14 of Schedule 14A.

*	*	*	*	*

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment 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 filings 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 in the filing reviewed by the staff 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 connection with our review of
your
filing or in response to our comments on your filing.

      If you have any questions, please call Sara Kalin at (202)
551-
3454.  If you need further assistance, you may contact me at (202)
551-3730.

 								Sincerely,

								Mark P. Shuman
								Branch Chief-Legal

cc:	Via Facsimile: (212) 484-3990
	Mr. Steven D. Dryer, Esq.
	Arent Fox
	Telephone: (212) 484-3917
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Ms. Lynn Magnani
Axeda Systems Inc.
September 30, 2005
Page 1

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