SecProbe.io

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Mail Stop 4-6
      		March 1, 2005

Loren Wimpfheimer
Senior Vice President
Witness Systems, Inc.
300 Colonial Center Parkway
Roswell, GA 30076

	RE:	Witness Systems, Inc.
		Registration Statement on Form S-3
		Filed January 31, 2005
		File No. 333-122410

Dear Mr. Wimpfheimer:

	This is to advise you that we have limited our review of the
above registration statement to matters relating the financial
information that you intend to incorporate by reference and the
disclosure in your selling stockholders section.  Based on this
limited review, we have the following comments.  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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3

General
1. We note from your correspondence filed January 31, 2005, that
you
intend to amend this Form S-3 to incorporate by reference your
December 31, 2004 Form 10-K, as well as an amended Form 8-K, which
includes information required by Rule 3-05 and Article 11 of
Regulation S-X for the acquisition of Blue Pumpkin Software, Inc.

Selling Stockholders, page 17
2. Identify the natural persons who exercise the sole/shared
voting
and/or dispositive powers with respect to the shares to be resold
for
the accounts of all non-reporting entities.  See interpretation 4S
of
the Regulation S-K portion of the March 1999 Supplement to our
publicly available CF Telephone Interpretation Manual.
3. Disclose which selling shareholders are registered broker-
dealers
or are affiliates of broker-dealers.  Disclose whether broker-
dealers
received their securities as compensation for investment banking
services or acquired them as an investment.  If the latter, the
broker-dealers should be named as underwriters.  Also, disclose
whether each broker-dealer affiliate acquired their shares in the
ordinary course of business and whether at the time of the
acquisition it had any plans or proposals, directly or with any
other
person to distribute the shares.  For affiliates of registered
broker-dealers, explain the nature of the affiliation.  For
example,
we note that Dain Rauscher Inc. and C.E. Unterberg, Towbin L.P.
are
registered broker-dealers.
4. Please update your selling stockholder table so that the
information is current at the time of your amended filing.
5. Please confirm that the selling stockholders and you are aware
of
our position on short sales as set forth in CF Telephone
Interpretation A.65.

Exhibits
6. Please incorporate (or file) your agreements relating to the
acquisition of Blue Pumpkin Software, such as Exhibit 2.1 to your
January 27, 2005 8-K.
7. In your next amendment, please file a copy of the legality
opinion
to assist in our timely review.

General
8. We note that you relied upon Section 4(2) of the Securities Act
for the issuance of the shares in the Blue Pumpkin acquisition.
Supplementally provide us with the facts that make this exemption
available.

*    *    *    *

      No further review of the registration statement has been or
will be made.  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 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 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.

      Please direct all questions to Robert D. Bell, Staff
Attorney,
at (202) 942-1953.  If you need further assistance, you may
contact
me at (202) 942-1800.

						Sincerely,

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

cc:	Jeffrey L. Schulte, Esq.
	Morris, Manning & Martin, L.L.P.
	Fax (404) 365-9532
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Mr. Loren Wimpfheimer
Witness Systems, Inc.
Form S-3; File No. 333-122410
March 1, 2005
Page 3 of 3

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