SecProbe.io

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December 7, 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 November 23, 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. We note your response to prior comment 49.  While it may be
appropriate to caution investors as to the weight to place on the
representations and warranties, we continue to believe that it is
not
appropriate to qualify information contained in your proxy by
reference to information that is not in the public record.  All
material qualifications should be discussed in order to bring your
disclosure of representations and warranties up to date and the
blanket qualification on page 76 should be removed.  Also, your
disclosure suggests that there is information contained in
schedules
to the merger agreement that have not yet been made public.
Please
provide us with a copy of this information and tell us why it is
appropriate to omit it from your proxy without the benefit of a
confidential treatment request.
2. We note your response to prior comment 35 and further note that
you appear to have received preliminary non-binding offers from up
to
three private equity firms.  Please revise to summarize the terms
of
these offers and why they were rejected.

Question and Answers..., page 1
3. Refer to your statement in the second answer on page 3 that
failure to submit a proxy would have no impact on the results
assuming more than 50% of shares entitled to vote are in fact
voted.
Please clarify this answer by disclosing that failure to submit a
proxy does not constitute a vote of any kind but could deprive you
of
the quorum required under NYSE rules, assuming that less than 50%
of
the shares entitled to vote are in fact voted.  Also, if more than
50% of the shares entitled to vote are in fact voted a failure to
submit a proxy that would otherwise have been voted against a
proposal will not count as a vote against the proposal.  Further,
if
abstentions and broker non-votes are counted towards the quorum
requirement, please disclose this here.

Summary of the Merger, page 5

Matters to be Considered in Deciding How to Vote, page 7

Certegy`s Financial Advisors Have Provided Opinions..., page 7
4. Please break out your discussion of conflicts of interest under
a
separate heading and make it clear that these conflicts may have
influenced your financial advisors in rendering their opinions.

Risk Factors, page 21

Risks Related to FIS or its Business, page 26

If FIS were to lose any of its largest customers..., page 29
5. Please quantify the revenue associated with each customer and
state the dates upon which agreements with these customers may be
terminated without penalty.

The Special Meeting, page 35
6. Please revise to include the statement contained in your
response
to prior comment 2, that you will not use discretionary authority
to
adjourn or postpone the meeting to solicit additional votes.
Also,
please tell us how this statement comports with your disclosure on
page 37, that the special meeting may be adjourned to solicit
additional proxies until a quorum is represented.

Quorum, page 37
7. Refer to your statement that broker non-votes are counted for
purposes of establishing a quorum.  Please explain how this
statement
comports with your statement in the next section, that broker non-
votes are not counted toward the requirement that more than 50% of
eligible voting shares be cast.

The Merger, page 39

Certegy`s Reasons for the Merger..., page 43
8. We note your response to prior comment 36 and reissue that part
of
the comment seeking disclosure of combined run-rate revenue and
run-
rate EBITDA and accretion on a cash basis, including an
explanation
of what these figures represent (i.e., why they are significant to
you) and how they were calculated.  These figures were presented
to
investors in your conference call as key benefits of the merger
and
should be discussed thoroughly in your proxy statement.

Opinions of Certegy`s Financial Advisors..., page 46
9. We note your response to prior comment 39.  Please state
whether
FIS determined or Citigroup or Deutsche Bank recommended the
amount
of consideration to be paid.  Also, please quantify payments to
Citigroup and Deutsche Bank by FIS and its affiliates over the
last
two years.  Refer to Items 15(b)(4) and (5) of Regulation M-A.

Deutsche Bank`s Financial Analysis, page 57

Accretion/(Dilution) Analysis, page 58
10. Please include more detailed disclosure of the analyst`s
findings
to show the level of accretion with and without assumed synergies.

The Merger Agreement and Related Documents, page 76

Other Agreements, page 89
11. On page 90, please describe briefly what contracts (or kinds
of
contracts) FIS has agreed to terminate or modify and why.

Business of Fidelity National Information Services, Inc., page 104

Overview, page 104
12. Please provide a time frame for your statement regarding the
number of deposit accounts and non-mortgage consumer loans and
leases
processed on FIS`s platform.

Challengers, page 107
13. Please revise to discuss the challenges of overseas expansion
and, if applicable, saturation of the U.S. market.  From the
material
provided to us, it appears that financial information technology
customers are unlikely to switch vendors due, in significant part,
to
the cost of switching.  This suggests that it may be difficult to
win
customers from key competitors.  Please discuss the impact of this
stickiness on your market prospects both in the U.S. and abroad.
Also, please consider whether additional risk factor disclosure
may
be warranted.

Financial Institution Software and Services, page 108
14. We note your response to prior comment 58.  Please revise the
additional material sent to us to show more clearly how it
supports
the various rankings upon which you rely, including the: 100
largest
banks; five largest captive automotive finance companies; 50
largest
commercial lenders; 50 largest mortgage loan originators; 25
largest
loan servicers; and 20 largest sub-prime loan servicers. Also,
please
provide investors with a relevant time frame for these rankings.

      As appropriate, please amend your registration statement and
respond to these comments within 10 business days or tell us when
you
will provide us with a response.  You may wish to provide us with
marked copies of the amendment to expedite our review.  Please
furnish a cover letter with your amendments 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 your amendment and
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 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.

      You may contact Eric McPhee at 202-551-3693 or Daniel
Gordon,
Accounting Branch Chief, at 202-551-3486 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Geoffrey Ossias at 202-551-3404 or me at 202-551-
3780
with any other questions.

Sincerely,

Elaine Wolff
Branch Chief

cc:	Larry Ledbetter (via facsimile, 404-815-6555)
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Lee A. Kennedy
Certegy, Inc.
December 7, 2005
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