SecProbe.io

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Mail Stop 4-6

December 17, 2004

Mr. Yuchun Lee
Chief Executive Officer
Unica Corporation
Reservoir Place North
170 Tracer Lane
Waltham, Massachusetts 02451

Re:	Unica Corporation
	Registration Statement on Form S-1 filed November 19, 2004
	File No. 333-119385

Dear Mr. Lee:

      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.

General

1. We will process your amendments without price ranges.  Since
the
price range triggers a number of disclosure matters, we will need
sufficient time to process the amendment when it is included.
Please
understand that its effect on disclosure throughout the document
may
cause us to raise issues on areas not previously commented upon.

2. We note a brief article dated November 1, 2004 by the New
England
edition of Adweek regarding your engagement of J. Winsper & Co.
for a
print and online campaign.  The article notes that this is your
first
"image effort."  We also note that your disclosure under "Sales
and
Marketing" on page 61 of your filing appears to indicate that mass
media advertising has not been a marketing activity that you have
previously engaged in.  Please explain the decision behind the
timing
of your recent advertising campaign in light of the timing of this
filing.  Please confirm that all actions related this advertising
campaign will be consistent with Release No. 33-5180 (August 20,
1971) and later interpretive guidance.

Inside Front and Back Cover Page

3. We note that your graphic artwork contains extensive narrative
text, which in some instances appears to not otherwise be
discussed
in your prospectus.  For example, your summary points of "Event-
triggered offers" and "Quantify marketing return on investment" do
not appear to be discussed elsewhere in your prospectus.  We also
note that your current flowchart presentation, particularly the
flowchart on the inside front cover, is difficult to understand
even
when accompanied by your narrative text.  Please consider revising
your flowchart presentation to something that is easy to
understand
and is accompanied by only a minimal amount of explanatory text.
Consider clearly presenting the interrelationship of the three
sets
of information depicted.  For example, how does the top diagram
relate to the middle diagram and why is Affinium Model bolded when
your other modules are not?  Please keep in mind our plain English
principles regarding the use of industry jargon and terms
unfamiliar
to the average investor.  Please refer to Section VIII of our
March
31, 2001 update to our Current Issues and Rulemaking Projects
outline
for additional guidance.

Prospectus Summary

4. Please supplementally provide us support for your statement, in
this summary and elsewhere in the prospectus, that you are "a
leading
global provider of [EMM] software."  Additionally expand your
disclosure to state concisely the basis on which the leadership
claim
is made.  In your response tell us how you compare to your
competitors in quantitative or qualitative terms and consider
appropriate disclosure in this respect.

5. We note your summary list of customers in this section and your
more extensive listing of customers on page 61 of your filing.
Please disclose the criteria you used to determine which of your
customers were to be disclosed in the prospectus.  Did your
criteria
consider the amount of revenue generated from each of these
customers?  We note that you did not have any customers the past
three fiscal years who accounted for more than 10 percent of your
total revenue, but that there were significant customers with
respect
to certain quarterly periods. Further, please explain why the list
of
customers in your registration statement is different to some
degree
from the list of customers on your Web site.

6. We note that your disclosure includes statistics attributed to
various entities, such as Gartner and International Data
Corporation.
For each statistic cited in the prospectus, supplementally furnish
the source of the statistic.  To expedite our review, please
clearly
mark each source to highlight the applicable portion or section
containing the statistic and cross-reference it to the appropriate
location in your prospectus.  Also, supplementally tell us whether
the source of each statistic is publicly available without cost or
at
a nominal expense.  If the source is not publicly available at
nominal or no cost, it appears that consent of the third party to
the
use of the information in the prospectus and to the reference to
that
firm should be obtained and filed as an exhibit.  Please see Rule
436
of Regulation C and Item 601(b)(23) of Regulation S-K for
additional
guidance.  Alternatively, you may adopt these statements as your
own.
Further, we note your press release dated June 24, 2004 discussing
your commissioned study conducted by Forrester Consulting.  Please
supplementally confirm to us whether you commissioned any report
or
study from which the statistics used in your disclosure are
derived.

7. Please supplementally provide us with support for your
statements
in the first two sentences of the last paragraph on page 1.

8. We note your use of the term "MSP, or marketing service
providers," in the prospectus.  The terms appear to be industry
jargon or are otherwise an unfamiliar term.  Please provide
disclosure as to what an MSP is and how it is important to your
business model.

Risk Factors

If the market for enterprise marketing management software does
not
develop as we anticipate, our revenue may decline or fail to grow
and
we may incur operating losses, p. 6

9. Please supplementally reconcile for us your statement in this
risk
factor that "[t]he market for EMM software is relatively new and
still evolving" with the fact that you have been operating in the
emerging EMM market since fiscal 1998, as disclosed on page 26 of
your filing.

We have broad discretion in the use of the proceeds of this
offering,
p. 9

10. The subheading for this risk factor does not specifically
disclose the material risk to investors.  If a risk factor is
included in your prospectus, you should describe the risk and its
result clearly and concretely and include the nature of the
specific
risk or harm in your subheadings.

Special Note Regarding Forward-looking Statements

11. We note your disclosure in the last paragraph of this section,
which refers to market data that includes projections based on a
number of assumptions.  You have provided market data by Gartner,
International Data Corporation and others to assist investors in
understanding your industry, business and potential market.  As
presented, this market data receives fairly prominent discussion
in
your registration statement, such as in summary and business.  As
you
know, market data included in your registration statement must be
based on reasonable and sound assumptions. Please revise the last
paragraph to remove any implication that you are not responsible
for
assessing the reasonableness and soundness of the market data
presented.

Use of Proceeds

12. We note that the $6 million owed to your preferred
stockholders
appears to relate primarily to the voluntary conversion by your
Series B preferred stockholders of their Series B preferred stock
pursuant to Section C(6)(c) of your charter.  We also note that
the
similar provision with respect to your Series A preferred stock
appears to not be applicable given the likely economics of your
transaction.  Please supplementally provide us with an analysis as
to
how you determined the $6 million amount.  Please describe the
nature
of the payment and how you will account for such payment.
Reference
the accounting literature supporting your accounting.  In
addition,
tell us what consideration you have given to the requirements of
SAB
Topic 1:B.3 for dividends to be paid from proceeds of an offering.
Does such amount include accrued and unpaid dividends payable to
either series of preferred stock?  Please supplementally inform us
of
the likelihood that Section C(6)(c) of your charter becomes
inapplicable as a result of the pricing of your common stock.

13. We note in your Management`s discussion and analysis and your
business section that you intend to expand your sales and
marketing,
research and development and general and administrative operations
in
order to "increase the number of direct sales professionals," to
"expand [y]our EMM offerings and increase the functionality of
[y]our
current offerings" and to "invest in infrastructure to support
continued growth," respectively.  If material and applicable,
please
quantify, to the best of your knowledge, the amount of proceeds
you
anticipate will be used for the foregoing purposes to the extent
that
they will not be paid from operating cash flows.

Capitalization and Dilution

14. Upon completion of the capitalization and dilution tables we
may
have additional comments.

Selected Consolidated Financial Data

Working capital, net of short-term deferred revenue, p. 24

15. It appears that your measure of working capital net of short-
term
deferred revenue is a non-GAAP measure.  Explain how you comply
with
Item 10 of Regulation S-K.  We note no statements disclosing the
usefulness of this measure or the additional purposes for which
you
use it or why exclusion of a liability, deferred revenue is
appropriate under Item 10.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Overview

License Revenue, pp. 26-27

16. Briefly explain the recent emphasis from perpetual license
revenue to term license revenue.  Your risk factor disclosure
indicates that in fiscal 2004 you recognized 5 percent of your
total
revenue under term arrangements and that you intend to seek to
increase this percentage to diversify your revenue stream and
provide
you with greater revenue predictability in the long term.  Why did
you determine to emphasize these types of arrangements in 2004?
Why
is this software being marketed generally through MSPs?  Trend
disclosure should be provided to the extent appropriate.  In this
regard, we note your disclosure in the third paragraph of page 34.

Operating Expenses, p. 28

17. We noted that you include commissions in sales and marketing
expense.  Clarify if your accounting policy for commission paid to
your resellers is different than commissions paid to your
employees.
Explain the nature of and accounting for your commissions program
to
resellers and explain and reference the related accounting
literature.

Gain (Loss) on Foreign Currency, p. 28

18. We note the recent declines the dollar has experienced versus
the
euro and the British pound sterling.  If material, please consider
quantifying in your Management`s discussion and analysis the
effect
the declines in the dollar has had in increasing the dollar value
of
your revenues earned in euro and the British pound sterling.

Results of Operations

Comparison of the Years Ended September 30, 2003 and 2004

Revenue, pp. 33-35

19. Of the $5.5 million increase in perpetual license revenue tell
us
and disclose what portion of the increase represents Marketic`s
customers acquired in the May 1, 2003 acquisition.

20. Revise your Management`s discussion and analysis to address
the
reasons for the increase in deferred revenues.  In this regard,
indicate the importance deferred revenue has been in providing
cash
to finance your operations.  We note cash from operating
activities
consistently exceeding income from operations.  Revise
accordingly.

21. In your discussions of maintenance fees revenue throughout
your
management`s discussion and analysis, please supplementally inform
us
how your increases in maintenance fees revenue can be attributed
to
maintenance renewals.  It would appear that any maintenance
renewals
would maintain your prior revenue level and not necessarily
contribute to an increase in revenue for the year unless customers
opted for upgraded service or there were price increases.  Please
explain.

22. We note that $2.0 million of the maintenance fees revenue
increase in fiscal 2004 was attributable to maintenance renewals
by
Marketic`s customers.  Please supplementally inform us of what
business Marketic was engaged in at the time of your acquisition
(whether it was related to your Affinium offerings or whether they
sold a then-competing product) and whether Marketic currently
markets
and services your Affinium offerings.  Are the maintenance
renewals
by Marketic`s customers for Affinium products or Marketic`s prior
products?

Geographic Data, page 34

23. It appears that the disclosure in your management`s discussion
and analysis should include a fuller discussion of the geographic
information  and results pursuant to Codified FRR 501.06.a.  The
staff notes that domestic and foreign operations contribute in a
disproportionate manner to income before income taxes as disclosed
in
Note 10, page F-25. We also note your disclosure of foreign net
operating loss carry forwards on page 32.  Known trends, demands,
commitments, events or uncertainties within the geographic areas
that
are reasonably likely to have a material effect on the business as
a
whole should be discussed as well as other matters addressed in
FRR
501.06a.  See also Release No. 33-8350.  Please revise your
management`s discussion and analysis.

24. Tell us and disclose what impact the acquisition of Marketic
had
on 2004 results of operations and liquidity in view of its
contribution to increased 2004 international revenues disclosed
throughout your management`s discussion and analysis.  Please
revise
or tell us why revision is not required.

Liquidity and Capital Resources, pp. 46-49

25. Please briefly explain why you believe that DSO metric is
useful
to you in determining the status of your business.

Business

26. We note your disclosure elsewhere in your prospectus regarding
your international operations.  Please provide in this section the
disclosure specifically required by Item 101(d) of Regulation S-K.
Alternatively, you may provide a cross-reference to your financial
statements as permitted by Item 101(d)(2) of Regulation S-K.

Our Strategy, pp. 55-56

27. Please reconcile your statement in this section that "an MSP
or
systems integrator participated in selling or deploying Affinium
software in 71% of the total number of [y]our perpetual license
agreements and term arrangements" with your statements elsewhere
in
your disclosure that you "offer [y]our software primarily through
[y]our direct sales force."

Products, pp. 56-58

28. We note your disclosure discussing Affinium Campaign in which
you
state that the product allows marketers to "easily create, test
and
execute customer interaction strategies."  Please elaborate on
your
disclosure as to how Affinium Campaign can be used to "test"
strategies.  Your disclosure seems to otherwise describe how your
product can be used to create and execute customer interaction
strategies, but does not discuss its ability to test strategies.

Customer, pp. 59-61

29. We note your disc