SecProbe.io

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May 9, 2005

      Mail Stop 0409

Nooruddin S. Karsan
Chief Executive Officer
Kenexa Corporation
650 East Swedesford Road
Wayne, Pennsylvania 19087

Re:	Kenexa Corporation
      Form S-1 filed April 12, 2005
      File No. 333-124028

Dear Mr. Karsan:

      We have reviewed your filing and 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-1

General Comments
1. In your next amendment, please include all non-Rule 430A
information.
2. We note your use of the term "Company" throughout the
prospectus.
Since this term is vague and abstract, please revise to use your
actual company name or a shortened version of it throughout your
document.
3. Please supplementally provide us with copies of any graphics,
maps, photographs, and related captions or other artwork including
logos that you intend to use in the prospectus.
4. We note that in the press release dated February 11, 2005, you
make statements that do not appear in the prospectus.  Please
provide
supplemental support for these statements, or advise us:

* "We`re delighted to report an outstanding year for Kenexa
Europe....[and] massive demands..."

* "A leading international consumer electronics vendor
expanded...."

Please describe any material agreements and discuss your Kenexa
Europe operations in the prospectus.
5. The basis for comparative factual assertions and for your
management`s beliefs must be clear from the text of the prospectus
or
provided supplementally to us.  Please revise your disclosure
throughout the document to address our concerns, or advise us
supplementally as necessary.  In providing supplemental support,
clearly mark the location of the information you believe is
supportive of the statement referenced.  We note, for example, but
without limitation that you state:
* on pages 1, 31 and 48 that you "are a leading provider of
software,
services and proprietary content that enable organizations to more
effectively recruit and retain employees;"
* on pages 2 and 51 that you "are a leading provider of talent
acquisition and employee performance management solutions;"

Please note that your disclosure should clarify the extent and
nature
of your competition and your relative industry position in a
manner
consistent with Item 101(c)(1)(x) of Regulation S-K.
6. Please clearly explain your business with the goals of plain
English in mind.  The first time you utilize industry jargon and
technical terms please either define the terms or refrain from
using
them.  In this regard, please either revise to explain or delete
the
following terms:
* human capital management
* scalable talent acquisition
* candidate sourcing
* dynamic workflows
* software modules

7. Please avoid use of the term "solution" as it is jargon.  Its
use
implies that a problem is being solved when in fact none has been
presented.  Instead of using the term solution, describe your
actual
services.  Please revise throughout your filing as necessary.
8. Please supplementally confirm that that you have reasonable
assurance from The Nasdaq Stock Market that your securities will
be
listed on that exchange.  Refer to the Note to Item 202 of
Regulation
S-K.

Prospectus Cover Page
9. Please clarify your discussion of the over-allotment to state
that
the selling stockholders will only sell to cover the over-
allotment,
as disclosed on page 93.
10. Please revise to delete the disclaimer in the last paragraph.
Please note that the registrant is responsible for the accuracy of
information in the prospectus.
Summary
11. Please revise your summary to present a more balanced
description
of your business.  For example, please revise the forepart of your
summary to note the following:
* that you have a history of significant losses and note the
amount
of those losses;
* that you have an accumulated deficit and note the amount of that
deficit; and
* that you operate in a highly competitive market with low
barriers
to entry.

In addition, please provide a brief summary of the most
significant
risks associated with an investment in your shares.  The cross-
reference on page 4 is not sufficient to provide balance.
12. We note your summary contains a lengthy description of your
business and business strategy.  Further, we note the identical
disclosure appears later in your prospectus.  For instance your
"Emergence of on Demand Applications" section is for the most part
repeated verbatim on page 50.  Your summary should not merely
repeat
the text of the prospectus section by section, but should instead
provide a brief overview of the key aspects of the offering.  You
should consider and identify only those aspects of the offering
that
are the most significant and determine how best to highlight those
points.  Refer to Item 503(a) of Regulation S-K, and Part IV.C. of
Securities Act Release No. 7497.
13. We note on page 25 that 495,250 outstanding warrants will be
exercised in connection with this offering pursuant to an investor
agreement.  In that regard, advise us why you have excluded the
resulting 495,250 outstanding shares of common stock from the
number
of shares to be outstanding after the offering in The Offering
section on page 4 and in the dilution table on page 28.
14. Please refer to the last paragraph on page 5.  We note that
you
disclose the ownership percentage of affiliates.  Please revise to
disclose the amounts to be paid to affiliates.
15. Please supplementally provide us with highlighted copies of
any
study or report that you cite or on which you rely. For example,
we
note that you refer to the Bureau of Economic Analysis, HR
Magazine,
IDC, Aberdeen Group, the U.S. Bureau of Labor Statistics and the
Employment Policy Foundation, both here and in the Business
section.
Confirm that the industry reports or studies that you rely on were
not prepared for you and that you did not compensate the party
that
prepared these reports or studies.  Alternatively, please file the
experts` consent as Exhibits.
16. On page 33, you state that you derive revenue from
subscription
revenues and fees for discrete professional services.   Please
revise
this section to discuss this fact.

Risk Factors, page 8

General
17. We note your disclosure in the paragraph on page 33 that
begins:
"[a]though we did not decide to initiate a process for an initial
public offering until after the share repurchase...."  Please
revise
to include a risk factor that describes the specific legal risk,
any
potential violation, and the facts surrounding the violation.  We
may
have further comment.
18. We note that $8.5 million (or 26%) of your $33 million in
assets
consists of goodwill.  Given your history of losses please add a
risk
factor addressing the potential impairment of this asset.  This
disclosure should include a discussion of your previous write-
downs
of goodwill as discussed on page F-16.
19. Mitigating statements are not appropriate in the risk factor
discussion.  Please revise your risk factors to remove all
mitigating
language.  For example:
* on page 12, you state that "although we test our software for
defects or errors prior to product release."
* on page 14, you state that "although we believe that there are
commercially reasonable software alternatives to the third-party
software we currently license."
* on page 14, you state that "although wage costs in India for
skilled information technology professionals are significantly
lower
than in the United States."

20. Please include a risk factor discussing your financial
position.
This disclosure should include a discussion of your highly
leveraged
position, the fact that you have a history of significant losses,
and
the fact that you have an accumulated deficit.  Also, please note
your cash balance as of the most recent practicable date.

If our security measures are breached and unauthorized access is
obtained to client data, clients may curtail or stop their use of
our
solutions, which would harm our business, operating results and
financial condition, page 11
21. Clarify this risk factor to state whether you have experienced
any compromises or breaches of your security systems described in
this risk.  If you have experienced such compromises or breaches,
discuss why they occurred and how often they have occurred.
22. Please revise to discuss the specific risk of identity theft
to
your business.

We intend to increase our sales and marketing efforts to clients
outside the United States..., page 12

23. Please revise to identify the countries in which you intend to
expand.
24. We note that you list numerous risks in bulleted form.  Please
separately describe each material risk.
25. Please discuss any specific risks in connection with your
operations in India. We note that you only discuss wage costs on
page
14.
If we do not retain key personnel, our ability to manage our
business
and continue our growth could be negatively impacted, page 15
26. You indicated that you are dependent on senior management and
other key employees.  Revise to identify all employees upon whom
you
depend.  For example, if senior management refers to those
executives
in the Management section, so state.  Also, if there are other key
employees, outside of the executives in the Management section,
upon
whom you depend please revise to identify such individuals.
27. Please supplementally disclose whether you have entered into
employment agreements with any members of management or any of
your
key employees.  If you have not entered into employment agreements
with all of these individuals, please revise the risk factor to
note
this fact.
28. Please move your discussion regarding your chief financial
officer`s legal problems to a separate risk factor given that this
discussion is not relevant to the risk identified in the risk
factor
heading.

Failure to implement the appropriate controls and procedures to
manage our growth could harm our growth, business, operating
results
and financial condition, page 15
29. Please revise to discuss the financial risks involved in your
rapid growth.  The discussion should include the estimated costs
associated with the significant increase in the number of
personnel
that you expect in 2005.

The requirements of being a public company may strain our
resources
and distract management, page 16

30. We note that this risk factor appears to be generic to all
public
companies.  Please delete, or revise to describe the specific
risks
to your company.

Risks Related to this Offering, page 18

31. Please discuss the risk that you do not anticipate paying
dividends.

If you purchase shares of our common stock in this offering, you
will
experience substantial and immediate dilution, page 20
32. You note that shareholders "will experience additional
dilution
upon the exercise of options to purchase common stock under our
equity incentive plans or if we issue restricted stock to our
employees under these plans."  Please revise to note that your
shareholders will also experience dilution if you were to issue
additional shares of common stock.
Use of Proceeds, page 22
33. We note the disclosure on page 20 that management will have
broad
discretion concerning the use of net proceeds from this offering.
Please revise to discuss the specific contingencies and
alternatives
to the identified uses that accompany the reservation to change
the
use of proceeds.  Refer to instruction 7 of Item 504 of Regulation
S-
K.

Redemption and Conversion Transactions, page 23
34. Since your initial public offering triggers the redemption and
conversion of your other outstanding securities, please revise
this
section to specify the amounts of common stock or cash that will
be
issued to each class of stockholders in connection with this
public
offering.  For each series of preferred stock, revise to disclose
the
total amounts of cash and stock that will be issued to holders if
0%,
50%, and 100% cash is elected.  Please also describe the timing of
these issuances of common stock upon redemption or conversion and
any
cash payments.

Current Capitalization, page 23
35. Please revise to state whether the election of cash, shares or
a
combination of cash and shares is made by the preferred
stockholder
or by Kenexa.
36. Please quantify the minimum return levels that may trigger
further issuances of common stock to class C common stockholders.
37. Please quantify the aggregate dividend payments to holders of
Series A and B preferred stock in connection with this IPO.
Please
revise your use of proceeds to include these dividend payments.
For
each class of preferred, please also quantify the aggregate number
of
additional common stock that will be issued as a "participation
factor."
38. Please revise to clarify what payments are included in the
"aggregate redemption value."

Capitalization, page 26
39. Revise to remove the caption relating to cash and cash
equivalents from your presentation of capitalization since this is
not part of your capitalization.

Selected Consolidated Financial Data, page 29

40. Revise to include obligations related to capital leases in
your
consolidated balance sheet data.  Refer to Item 301 of Regulation
S-
K.

Managements Discussion and Analysis of Financial Condition and
Results of Operations, page 31

Overview, page 31
41. You state that as of "December 31, 2004, [you] had a client
base
of approximately 2,100 companies."  Supplementally please provide
us
with your criteria for whom or what you consider a "client."
42. We note that on page 41 you state that you "transitioned "
operations to India in 2004.  Please discuss how this will impact
your operations going forward.
Background, page 31
43. Refer to the third full paragraph on page 32.  Please quantify
the amount paid to repurchase common stock from your co-founder.
44. Please further describe the facts and claims in connection
with
the share repurchase in December 2004.

Sources of Revenue, page 33
45. We note that the subscription term is one to three years.
Please
revise to clarify when payments are received.  Specifically, is
the
total amount paid when you enter into a subscription contract, or
are
annual payments made?  Please disclose the percentage of total
subscriptions that you expect will terminate in one, two, and
three
years, so that investors may understand the future impact on
revenues.
46. In the second full paragraph, you state that your clients
"have
the right to terminate their contracts and are not obligated to
renew
their subscriptions for our solutions after the expiration of the
initial terms of their subscription agreements."  Please revise
your
disclosure to elaborate on your clients` right to terminate their
contracts.  For example, please state whether there are any
penalties
for clients canceling their contracts and whether your clients are
refunded any advance payments made to you.
47. In the first full paragraph on page 34, you state that you
"intend to expand the international distribution and sale of
[your]
solutions."  Please revise to discuss the estimated costs of this
intended expansion and whether you have entered into any mate