SecProbe.io

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      June 17, 2005

Mail Stop 4561

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

Re:	Kenexa Corporation
      Amendments No. 2 and No. 3 to Registration Statement on
      Form S-1
      Filed June 6, 2005 and June 8, 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.

	All page numbers refer to the marked courtesy copy of the
registration statement that you provided to us.

Form S-1

General

1. We note that in your letter of June 6, 2005, on pages 6 and 7,
you
state that for the year ended December 31, 2004, you generated
revenue from Syria.  In light of the fact that Syria has been
identified by the U.S. State Department as a state sponsor of
terrorism, and is subject to economic sanctions administered by
the
U.S. Treasury Department`s Office of Foreign Assets Control,
please
describe for us your past and present contacts with Syria; advise
us
of the materiality to you of your contacts with Syria; and give us
your view as to whether those operations constitute a material
investment risk for your security holders.  In preparing your
response please consider that evaluations of materiality should
not
be based solely on quantitative factors, but should include
consideration of all factors, including the potential impact of
corporate activities upon a company`s reputation and share value,
that a reasonable investor would deem important in making an
investment decision.
The Offering, page 4
2. You disclose on page 5 that unless you specifically state
otherwise, information in this prospectus gives effect to the
redemption of all the outstanding shares of series A and B
preferred
stock, the conversion of all the outstanding shares of class B and
C
common stock and the exercise of warrants held by principal
shareholders in connection with this offering.  These events have
not
occurred as of the latest balance sheet date, and are therefore
only
presented as pro forma adjustments.  Please revise your disclosure
to
distinguish between the events that have been presented in your
prospectus on a pro forma basis and the events, such as the
reverse
stock split, which have been retroactively included in historical
financial data.

Management
Executive Compensation, page 73
3. We note your response to comment 13 in our prior letter;
however,
we reissue our previous comment.  Please quantify the revenue and
financial performance targets that will trigger the payment of
bonuses.  Please disclose this information other than in a
footnote.

Principal and Selling Shareholders, page 83
4. We note that you have added footnote information regarding the
number of shares offered by each selling stockholder to cover the
over-allotment and the amount to be held after the offering if
those
shares are sold.  Please revise to disclose this information other
than in the footnotes.  Refer to Item 507 of Regulation S-K.

Shares Eligible for Future Sale, page 93
5. We note that you have added disclosure regarding options and
warrants.  Please revise to include these securities in the table.

Exhibit 5.1.  Legal Opinion
6. Please revise to omit the last sentence on page 2.  It implies
that investors may not rely on the opinion.

      As appropriate, please amend your registration statement in
response to these comments.  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 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.

      We direct your attention to Rules 460 and 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 Kristi Beshears, Accountant, at (202) 551-
3429
or Dan Gordon, Accounting Branch Chief, at (202) 551-3486 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact David Roberts, Staff Attorney, at (202)
551-
3856 or me at (202) 551-3411 with any other questions.

      Sincerely,

      Peggy Kim
      Senior Counsel

cc:	John P. Duke, Esq. (via facsimile)
	Pepper Hamilton LLP

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Nooruddin S. Karsan
Kenexa Corporation
June 17, 2005
Page 1

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