SecProbe.io

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Mail Stop 4-6

			August 24, 2004

Bobby Yazdani
Chief Executive Officer and
Chairman of the Board
Saba Software, Inc.
2400 Bridge Parkway
Redwood Shores, California 94065-1166

	RE:	Saba Software, Inc.
		Registration Statement on Form S-3
		Filed August 13, 2004
		File No. 333-118226

Dear Mr. Yazdani:

This is to advise you that a preliminary review of the above
registration statement indicates that it fails in material respects
to comply with the requirements of the Securities Act of 1933, the
rules and regulations under that Act, and the requirements of the
form.  For this reason, we will not perform a detailed examination of
the registration statement, and we will not issue any comments
because to do so would delay the review of other disclosure documents
that do not appear to contain comparable deficiencies.

	In this regard, we note that your audited financial statements
fail to comply with the timelines requirements of Section 3-12 of
Regulation S-X.  We will not further review your filing until this
matter is rectified.  When this matter is rectified, we intend to
perform a full review on your filing.

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.

Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

Until the above matter concerning your audited financial statements
is corrected, however, you are advised that we will not recommend
acceleration of the effective date of the registration statement and
that, should the registration statement become effective in its
present form, we would be required to consider what recommendation,
if any, we should make to the Commission.

We suggest that you consider submitting an amendment to correct the
deficiencies or a request for withdrawal of the filing.

Direct questions to Robert D. Bell, Staff Attorney, at (202) 942-
1953, Mark P. Shuman, Special Counsel, at (202) 942-1800, or me at
(202) 942-1800.

						Sincerely,

						Barbara C. Jacobs
						Assistant Director
						Office of Computers and Online Services

cc:	James R. Tanenbaum, Esq.
	Morrison & Foerster LLP
	Fax (212) 468-7900
Mr Bobby Yazdani
Saba Software, Inc.
Form S-3; 333-118226
August 24, 2004
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