SecProbe.io

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Room 4561

      December 2, 2005

Mr. Larry Bercovich
SVP, General Counsel and Secretary
Portal Software, Inc.
10200 South De Anza Boulevard
Cupertino, CA 95014

      Re:	Portal Software, Inc.
		Form 8-K
      Filed November 28, 2005
      File No. 000-25829

Dear Mr. Bercovich,

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments 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
comments are inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In our comments, we
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 on 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 November 28, 2005

Item 4.02.  Non-Reliance on Previously Issued Financial Statements
or
a Related Audit Report or Completed Interim Review
1. Your disclosure indicates that you consulted with your
independent
auditors when concluding that your financial statements should no
longer be relied upon.  However, pursuant to Item 4.02(a)(3) you
are
required to provide a statement whether the audit committee, or
board
of directors in the absence of an audit committee, or authorized
officer or officers, discussed with the registrant`s independent
accountant the matters disclosed in the filing.  Revise to provide
this required disclosure.
2. We note you concluded that your financial statements for the
first, second and third quarters of fiscal year 2005 should no
longer
be relied upon because of certain errors in such financial
statements, which based on your disclosure, fall into four
categories.  It is not apparent from your disclosure why the
errors
identified only impact your fiscal year 2005 interim financial
statements.  Therefore, tell us how you determined that the errors
relating to each of the four issues identified did not have a
material impact on periods prior to the first quarter of fiscal
year
2005.

      As appropriate, please amend your filing and respond to
these
comments within 10 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.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses 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 amendment 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 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 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 filing or in
response to our comments on your filing.
      You may contact Chris White, Staff Accountant, at (202) 551-
3461 or me at (202) 551-3488 if you have any questions regarding
our
comments.

								Sincerely,

								Stephen Krikorian
								Accounting Branch Chief
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Mr. Larry Bercovich
Portal Software, Inc.
December 2, 2005
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