SecProbe.io

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November 10, 2005

Mail Stop 4561

Lee A. Kennedy
Chairman and Chief Executive Officer
Certegy, Inc.
100 Second Avenue South, Suite 1100S
St. Petersburg, FL 33701

Re:	Certegy, Inc.
		Preliminary Schedule 14A
      Filed October 12, 2005
		File No.  001-16427

Dear Mr. Kennedy:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may 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.
Preliminary Schedule 14A

General
1. Please provide references to other proxy statements filed in
connection with this transaction.  Refer to Rule 14a-5(c).
2. We note that your form of proxy includes discretionary
authority
to vote on any matter properly raised at the special meeting,
including adjournment.  Please tell us how this comports with the
requirements of Rules 14a-4(c) and (d). Also, please note that if
the
proxies are to be used to vote in favor of adjourning the meeting
in
order to solicit additional votes necessary to approve the merger
you
must include a separate box on the proxy card expressly granting
this
authority.

3. As soon as the merger becomes effective please file an Item 4
8-K
that provides the disclosures required by Item 304 of Regulation
S-K
for the change in independent accountants.

Proxy Statement Cover Page - Shareholder Letter

4. Please disclose the exchange ratio and disclose here and in the
summary the dollar value of the common stock to be issued in the
merger per share as a result of the exchange ratio.

5. Please revise to list the ticker symbols and the exchange on
which
shares of Certegy and Fidelity National Financial ("FNF") trade
and
the prices of each on the day immediately preceding the public
announcement of the merger.

6. Please disclose here and in the summary the aggregate dollar
consideration to be paid to shareholders of Fidelity National
Information Services, Inc. ("FIS").
7. Please revise to disclose the vote required to approve the
merger.

Questions and Answers About the Merger and the Special Meeting,
page
1
8. Please revise so that your Q&A and Summary Term Sheet sections,
which we view as together constituting the summary term sheet
required by Item 1001 of Regulation M-A, begin on the first or
second
page of the disclosure document.  Refer to Item 14(b)(1) of
Schedule
14A and Item 1001 of Regulation M-A.  Please note that we will
view
your current letter to stockholders and notice of special meeting
as
being part of the disclosure document for purposes of Item 1001 of
Regulation M-A if those documents are included as part of the
bound
disclosure document in the form that it is delivered to
stockholders.
Please also revise to eliminate any redundant disclosures between
the
Q&A and Summary Term Sheet sections.
9. In the first answer on page 1, please make it clear that the
merger will be treated as a reverse acquisition for accounting
purposes.  Also, here and on page 6, please quantify in total and
on
a per share basis the consideration being paid to shareholders of
FIS
following the issuance of the special dividend and in light of
assumed debt.
10. In the first answer on page 2, please quantify the dilutive
effect of the acquisition on current Certegy shareholders.
11. In the second answer on page 2, please quantify the dilutive
effect of future issuances pursuant to the amended stock plan.
12. In the first answer on page 3, please clarify the impact of
not
submitting a proxy at all.  It appears to us that such
shareholders
would not be considered "at the special meeting," which-assuming
they
would have voted against any of the proposals-could have a
material
impact on the outcome.

Summary of the Merger, page 5
13. Please revise the first paragraph to indicate that the summary
includes the
material terms of the proposals, as opposed to "selected
information."  Refer to Item 1001 of Reg. M-A.
14. Please consider disclosing relevant website addresses here.

15. The summary should contain a separate discussion of the
potential
benefits and detriments of each of the proposals to be voted upon.
The discussion should be presented in a balanced format, including
a
discussion of the benefits to be received in the transaction by
insiders and the consequent effect of the proposed transactions on
non-affiliated stockholders. The disclosure should highlight the
disadvantages and adverse consequences associated with each
proposal.

The Merger, page 6

Shares of Certegy Common Stock Will Be Issued to FIS Stockholders
in
the Merger, page 6

16. Please revise to summarize all bases considered in determining
the number of shares of Certegy common stock to be issued in the
exchange.
17. Please revise to the ticker symbol of the stock and the price
of
the common stock as of the latest practicable date.

Certegy Will Pay a Special Dividend..., page 6

18. Please explain briefly how the special dividend was
determined.

Matters to be Considered in Deciding How to Vote, page 7
19. Where relevant, please discuss the potential impact on future
dividends of the new financial covenants to which Certegy will be
subject as a result of the merger and any new dividend policies
the
combined entity may adopt.  Also, please discuss separately the
debt
obligations of the combined entity.  Refer to Item 1006(a)(3) of
Regulation M-A.
20. Where relevant please discuss the potential for share sales
following the merger and the lockups to which the parties are
subject.

Certegy`s Financial Advisors Have Provided..., page 7
21. Briefly summarize the conflicts of interest outlined by the
investment bankers in their fairness opinions, especially
Citigroup`s
interest in the successful completion of the merger.

Certegy`s Directors and Executive Officers..., page 7
22. Please summarize briefly the ways in which your officers and
directors will benefit as a result of the merger, quantifying the
benefits to the extent possible.

Comparative per Share Data, page 15
23. Please refer to Item 1010 of Regulation S-K and tell us why
you
have presented cash dividends declared per share on a pro forma
basis.

Market Price Data and Dividend Policy, page 16
24. Please indicate the number of common shares outstanding for
Certegy as of the most recent practicable date.  Refer to Item
1002(b) of Regulation M-A.

Risk Factors, page 18

Risks Relating to the Merger, page 18
25. Please add a risk factor discussing the transfer of
significant
debt to Certegy.

The combined company could have conflicts with FNF..., page 19
26. Please identify all directors and officers of Certegy who will
hold interests in FNF or its affiliates following the merger.
Also,
please disclose the amount of time that Mr. Foley intends to
devote
to each entity with which he will be involved.  Finally, given the
size of the companies Mr. Foley will be chairing and managing,
please
discuss risk that the companies will not receive adequate
oversight.
Elsewhere in your proxy, please explain the basis for your belief
that Mr. Foley will in fact be able to provide the necessary level
of
oversight.

Certegy`s directors and executive officers have interests in the
merger in addition to those of the Certegy`s shareholders, page 20

27. Please disclose the aggregate dollar amount of severance
payments, deferred compensation, and payments under new employment
agreements that may be paid to the executive officers as a result
of
the mergers.

Failure to complete the merger could cause Certegy`s..., page 21
28. Please expand your disclosure to discuss Certegy`s obligations
to
pay up to $10 million in merger-related costs incurred by FIS and
quantify costs incurred to date.

Sales of combined company shares by former stockholders..., page
22
29. Please quantify the number of shares that will enjoy
registration
rights.  Also, in a separate risk factor, discuss risks associated
with issuances under your amended stock incentive plan and the
acceleration of grants under FIS`s 2005 incentive plan.

Risks Related to FIS`s Business, page 22
30. Please discuss risk related to quality control concerning the
outsourcing of key development functions to overseas facilities.
31. Please discuss risk related to your cross-selling efforts,
especially as cross-selling has been identified as a key benefit
of
the proposed transaction.

If management of the combined company or its auditors..., page 24
32. Please revise the heading to reflect the disclosure regarding
the
material weaknesses identified in connection with FIS`s internal
control over financial reporting or provide separate risk factor
disclosure for this risk.

If FIS were to lose any of its largest..., page 25
33. Please identify any other customers-or groups of related
customers-that account for a material portion of your revenue.
Please discuss the termination provisions contained in any
contracts
you may have with Wells Fargo or other key customers.

The Merger, page 34
34. Where relevant, please provide an itemized list of expenses
related to the merger.  Refer to Item 1007(c) of Regulation M-A.

Background of the Merger

35. Please expand your disclosures regarding the discussions that
were conducted with other potential financial buyers to briefly
describe the terms of the alternative transactions that were
discussed with those parties, even if those discussions did not
produce any definitive offers and the reasons such alternatives
were
rejected.
Certegy`s Reasons for the Merger..., page 38
36. Please include a discussion of the specific financial benefits
that you believe the combined entity will enjoy and the bases of
your
beliefs.  These benefits include, from your Form 8-K filed
September
15, 2005:
* that the combined entity will have a $4 billion in annual "run-
rate" revenue and $1 billion in annual "run-rate" EBITDA;
* that the combined entity will have "strong organic growth
potential" and "significant and unique revenue synergies;"
* that the combined entity will achieve $50 million in "cost
synergies" over a 12- to 18-month period (and please explain how
you
intend to reach this target); and
* that the transaction is 16% accretive on a cash (as opposed to a
GAAP) basis to your shareholders based on trailing 12 months
earnings.
37. Please discuss your consideration of the fact that the
combined
entity may no longer choose or legally-under terms of debt
instruments-be able to issue dividends.
38. Please discuss your consideration of the fact that on a pro
forma
basis the company`s earnings per share would have been
significantly
less in both the most recent period and in 2004.  Further, please
discuss your considerations of the significant difference in book
value between you and FIS.

Opinions of Certegy`s Financial Advisors..., page 41

39. For each advisor, please provide the disclosure required by
Items
1015(b)(2), (3) and (5) of Regulation M-A.
40. Please provide us with copies of any materials prepared by
your
financial advisors in connection with their fairness opinions,
including, among other things, any "board books," drafts of
fairness
opinions provided to you, and any summaries of presentations made
to
you.
Financial Analyses, page 42

Transaction Overview and Indicated Transaction Multiples, page 43
41. Please explain how the illustrative values compare to value
used
to determine the actual exchange ratio.

Selected Companies Analysis, page 43
42. Please quantify results of the selected company, precedent
transaction and discounted cash flow analyses performed by
Citigroup
and the premium and public trading analyses performed by Deutsche
Bank.

Interests of Certain Persons in the Merger That Are Different from
Your..., page 57

Change in Control Agreements, page 59
43. Please quantify separately the benefits to be received by each
of
your non-named executive officers under these change in control
agreements.  We have the same comment with respect to the annual
incentive plan payments, discussed on page 62.

New Employment Agreements, page 59
44. Please quantify, using the same methodology employed in your
discussion of the change in control agreements, the benefit Mr.
Kennedy and Mr. Carbiener would have received had they not elected
to
enter into new employment agreements with you.

Accelerated Vesting of Equity Compensation Awards, page 61
45. Please quantify separately the unvested equity awards for each
of
your non-named executive officers.  Also, please explain briefly
what
you mean by the equitable adjustment of stock options and
restricted
shares following the payment of the special dividend.

Certegy Supplemental Executive Retirement Plan, page 61
46. Please quantify separately, as of the most recent practicable
date, the payments these executives would be entitled to in the
event
of termination.

Certegy Deferred Compensation Plan, page 62
47. Please identify and quantify the benefits to be received by
each
executive who elected to have his account distributed upon a
change
in control.  Also, please identify the remaining executives
participating in this plan and quantify, as of the most recent
practicable date, the amount you would have to place in trust for
each of them in order to satisfy your obligations under this plan.
Finally, please describe briefly how and when the trust funds
would
be distributed to these executives.

Certegy Executive Life and Supplemental Retirement Benefit Plan
and..., page 62
48. Please quantify separately the amounts to be paid into trust
in
order to satisfy your obligations to each of your non-named
executive
officers under these plans.

The Merger Agreement and Related Documents, page 67
49. Please remove the qualification contained in the third
paragraph.
It is not consistent with your obligation to give shareholders all
material information concerning the merger agreement.  You may
note
specific qualifications of representations and warranties as
needed,
beginning on page 73.

Other Agreements, page 80
50. Please elaborate on the last bullet point in this section,
appearing on page 81, and the sixth bullet point on page 82.

Conditions to the Merger, page 81
51. Please identify representations and warranties that must be
strictly satisfied.

Business of Fidelity National Information Services, Inc., page 94
52. Please update your disclosure to reflect the third-quarter
results of FIS.  Also, for each segment, please provide a measure
of
profit or loss in addition to total revenue.
53. Where relevant, please discuss FIS`s relationship following
the
merger with competitors of Certegy, if any.

Overview, page 94
54. Please provide us with support for the statistical claims made
in
this section and disclose a relevant time period.

Industry Background, page 94
55. Please provide us with support for the claims made in this
section, including the "trends" identified on page 95.

Competitive Strengths, page 96
56. Please balance your discussion of strengths with an equally
detailed discussion of the key competitive challenges faced by FIS
and please provide support for claims that FIS:
* has a "significant number of high-quality" applications and
services;
* offers a wider range of service arrangements than your
competitors;
* has "excellent" relationshi