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CORRESP
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  4055 Valley
  View Lane, Suite 1000 Dallas, Texas 75244

  972.371.1589 - Telephone 972.458.2567 - Fax

  www.carreker.com

October 6, 2005

United States Securities and Exchange Commission

Attn:  Ms. Kathleen Collins

Accounting Branch Chief

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:          Carreker
Corporation Commission File No.:  0-24201

Form 10-K:  For the Fiscal Year
ended January 31, 2005

Filed:  April 11, 2005

Dear Ms. Collins:

Set forth below are the responses of Carreker Corporation (“the Company”)
to your comment letter dated September 20, 2005.

For your convenience, the Commission’s comments have been repeated
herein and are highlighted in bold font, with the Company’s response
immediately following each of the Commission’s comments.

Note 2:  Summary of Significant Accounting Procedures
– Accounts Receivable and Concentration of Credit Risk, page 66

1.              We note that you
present accounts receivable net of related deferred revenue and deferred
revenue net of related accounts receivable.
Explain the basis for this presentation and provide the authoritative
accounting literature that supports your presentation.

Response from Carreker Corporation:

The Company’s policy is to present deferred revenue on the consolidated
balance sheet net of any related accounts receivable balances.  Therefore, only cash received in advance of
revenue recognition is contained in the deferred revenue caption in the balance
sheet.  The accounting guidance on this
topic is not specific; however, the Company believes this is a reasonable
presentation of deferred revenue and the related accounts receivable based on
the following considerations:

•                  The Company’s
policy is to recognize maintenance revenue only if the cash has been received
from the customer.  The receipt of a cash
payment currently serves as the acknowledgement from the customer that there is
a commitment to renew their optional maintenance contract.  Therefore, the Company has concluded that
recording the deferred maintenance revenue and related accounts receivable
prior to the receipt of cash would not be appropriate.

•                  The majority
of the Company’s license arrangements have services that have been deemed
essential to the functionality of the software license.  Therefore, the majority of the Company’s
software license revenues are recognized as the essential services are
performed through the application of contract accounting.  Although both the license and service
arrangements contain specific billing and payment terms, the Company believes
it should not record the accounts receivable and related deferred revenue in
the balance sheet unless cash is received in advance of the revenue recognition
(i.e., performance of the essential services).

•                  Although
there is no specific authoritative accounting literature, we believe providing
the gross amounts of both accounts receivable and deferred revenue in the
tables in Note 2 on pages 66 and 72 provides the user with important
insight and metrics for our business.

Note 2:  Summary of Significant Accounting Procedures
– Revenue Recognition, page 69

2.              On page 8, you
indicate that the Company delivers software and consulting services through
third party web-hosting.  Tell us the
name of third party web-hosting arrangements, your revenue recognition policy
for these arrangements and how you considered EITF 00-3 in accounting for these
arrangements.  Further tell us the
significance of revenues from hosting arrangements and where these revenues are
reported in your Consolidated Statements of Operations.

Response from Carreker Corporation:

The Company uses a third party web-hosting company named VeriCenter to
host our Cash product group software applications contained within our Global
Payments Technologies business segment.

The amount of revenue derived from these web-hosting arrangements has
not been material and specifically totaled $251,000, $199,000 and $78,000 in
the years ended January 31, 2005, 2004 and 2003, respectively.  Our typical contract for these web-hosted
arrangements does not permit a customer to take possession of the software and
therefore SOP 97-2 does not apply, as discussed in EITF 00-3.  Our revenue recognition policy for these
arrangements is to recognize the fees on a subscription (i.e., ratably or
monthly) basis over the term of the arrangement.  These fees are recorded within the “Software
license fees” caption of our consolidated statements of operations.

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Note 2:  Summary of Significant Accounting Procedures
– Other Income (Expense), page 73

3.              We note you have a
51% interest in Carretek LLC and record the minority shares of loss of $794,000
and $263,000 in other income (expense) for fiscal year 2005 and 2004,
respectively.  We also note that the
minority interest is not presented separately in your Consolidated Balance
Sheets.  Tell us where the minority
interest is reported in your Consolidated Balance Sheets and how you considered
Rule 5-02(27) of Regulation S-X in your presentation.  Also, clarify if the minority investors are
obligated to fund the losses beyond the capital they have invested.

Response from Carreker Corporation:

The minority interest was a receivable of
$36,616 and is contained in the “Other assets” caption in our consolidated
balance sheet at January 31, 2005.
Separate presentation was not considered necessary due to the
immateriality of the amount involved.  No
preferred stock or dividends have been required in the capital structure of
Carretek LLC, and therefore we do not believe Rule 5-02(27) of Regulation
S-X applied to our disclosure.

Through mutual agreement of the Company and
the minority investor, the Company and the minority investor periodically
forecast the operations and cash needs of Carretek LLC and make capital
contributions in proportion to their ownership interests such that neither
party is exposed to losses beyond their proportionate ownership interests.  As such, the Company does not carry
significant receivables from the minority investor.  Although capital contributions had been in
the form of equity and notes payable as disclosed in the notes to the financial
statements, it was the intent of the parties that they each fund losses in
proportion to their ownership interests.
Consequently, in August 2005, the Company and the minority investor
both converted their notes payable to equity capital.  Both parties continue to fund losses in
proportion to their respective ownership interests with additional equity
contributions.

Note 14:  Related Party Transaction, page 91

4.              We note that you
loaned $500,000 to a former officer of the Company and eventually wrote off the
balance to zero.  Please tell us why this
loan was “deemed worthless.”

Response from Carreker Corporation:

In March 2001, the Company loaned
$500,000 to Mr. Robert E. Hall.  The
note from Mr. Hall was a non-recourse loan collaterized solely by shares
of Exchange Applications, Inc. (Trading Symbol “EXAP”), and was due in
full on March 30, 2004.  Mr. Hall
resigned from Carreker Corporation in 2002.
From the inception of the loan, we reviewed the collateral on a
quarterly basis and incrementally wrote down the carrying value of the loan as
the stock declined in value, as we deemed the decline to be a permanent
impairment of collateral.  The stock is
no longer a listed security and the last SEC filing for Exchange Applications, Inc.
appears to have been in November 2002.

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In addition to the information provided
above, the Company also acknowledges the following:

•                  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.

Should you have any questions regarding the above responses, please do
not hesitate to contact the undersigned at 972-371-1454 or via fax at 972-458-2567.

  By:

  /s/ Lisa K.
  Peterson

  Date:

  October 6, 2005

  Lisa K. Peterson

  Executive Vice President and

  Chief Financial Officer

cc:                                 Kari
Jin, Staff Accountant

Tom Ferraro, Senior Staff Accountant

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