SecProbe.io

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Mail Stop 4-6

March 4, 2005

Mr. Joseph L. Mullen
Chief Executive Officer
Bottomline Technologies (de), Inc.
325 Corporate Drive
Portsmouth, New Hampshire 03801

Re:	Bottomline Technologies (de), Inc.
	Registration Statement on Form S-3 filed February 18, 2005
	File No. 333-122906

      Form 10-K for the fiscal year ended June 30, 2004
	Form 10-Q for the fiscal quarter ended September 30, 2004
      Form 10-Q for the fiscal quarter ended December 31, 2004
	File No. 0-25259

Dear Mr. Mullen:

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

      We have also made a limited financial review of the above
referenced periodic filings and have the comments set forth below.

      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.  You should respond to the comments relating to the Form
10-K and other periodic reports no later than March 14, 2005.

Registration Statement on Form S-3

1. Please note that the below comments on your periodic reports
must
be resolved prior to the date of effectiveness of this
registration
statement.

2. Please include a currently dated consent of your independent
accountant in your amended registration statement filing.

Annual Report on Form 10-K for the Year Ended June 30, 2004

Item 6.  Selected Financial Data, p. 9

3. We note your use of a non-GAAP measure here and in your
quarterly
earnings releases on Form 8-K, including those filed on August 11,
2004, October 27, 2004 and January 26, 2005.  Please note the
following observations regarding your non-GAAP measures:

* We note that the non-GAAP measure you have presented excludes a
number of recurring items.  Demonstrate the usefulness of the non-
GAAP measure in assessing performance when these recurring items
are
a result of your operations and have contributed to your
performance.
Refer to Question 8 of the Frequently Asked Questions Regarding
the
Use of Non-GAAP Financial Measures.  Ensure that you adequately
disclose why each individual recurring item excluded is not
relevant
in assessing performance.  In addition, explain why you believe
the
non-GAAP measure is a more accurate measurement of overall
operating
performance.

* We note that you refer to "pro forma" when discussing your non-
GAAP
financial measures in your Forms 8-K referenced above.  When you
use
a non-GAAP measure ensure that you refer to it using a title other
than "pro forma."  Pro forma has a different meaning as defined by
generally accepted accounting principles and our rules that is
significantly different than your presentation.

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Critical Accounting Policies and Significant Judgments and
Estimates,
p. 11

4. We note your reference to third-party valuation firms in your
goodwill impairment analysis and your valuation of acquired
intangible assets.  Revise your filing throughout to identify the
firms or remove your references to the valuation firms.  If you
choose to refer to and identify the third-party valuation firms,
please include the expert`s consent as this filing is incorporated
by
reference into a Securities Act filing.  A reference to such
expert
in a registration statement requires a consent following Rule
436(b)
of Regulation C.

Quarterly Report on Form 10-K for the Quarter Ended September 30,
2004

Note 6. Operations by Segments and Geographic Area, p. 5

5. We note that you disclose three reportable segments for the
quarter ended September 30, 2004 as compared to the one segment
that
you reported at June 30, 2004.  Since you have changed the
composition of your reportable segments, the corresponding
information for earlier annual periods incorporated by reference
into
your registration statement should be recast.  Please see SFAS
131,
paragraph 34.  This may be accomplished by presenting revised
financial statements and other information in the registration
statement or in a Form 8-K that is incorporated by reference into
the
registration statement.

*              *              *              *

      As appropriate, please amend your registration statement and
periodic reports in response to these comments no later than the
date
specified above.  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 related to your 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 staff comments and the
declaration
of effectiveness 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.

      We will consider a written request for acceleration of the
effective date of your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act 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.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      You may contact Chris White at (202) 942-8645, or Melissa
Walsh
at (202) 942-1822, if you have questions or comments on the
financial
statements and related matters.  Please contact Daniel Lee at
(202)
942-1871 for assistance on other matters.  If you need further
assistance, you may contact Mark Shuman, Branch Chief - Legal, at
(202) 942-1818 or me at (202) 942-1800.

	Sincerely,

	Barbara Jacobs
	Assistant Director

cc:	Via Facsimile
	John A. Burgess, Esq.
	Jessica Semerjian, Esq.
	Wilmer Cutler Pickering Hale and Dorr LLP
	60 State Street
	Boston, Massachusetts 02109
	Telephone:  (617) 526-6000
	Facsimile:  (617) 526-5000

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