SecProbe.io

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Mail Stop 4-6

February 2, 2005

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

Re:	Unica Corporation
	Amendment No. 1 to Registration Statement on Form S-1
	File No. 333-120615

Dear Mr. Lee:

      We have reviewed your amended filing and have the following
comments.  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.

Inside Front Cover Page

1. Please supplementally provide us with support for the stated
benefits of your software as indicated in your graphic artwork.

Prospectus Summary

2. Prior comment no. 6.  We note that the research note by
Gartner,
Inc. has been posted on your Web site.  Access to industry
reports,
however, is conditioned upon a registration process.  Please
explain
why you deem these reports to be "publicly available" despite your
requirement that certain contact information be provided prior to
accessing the reports.

3. Prior comment no. 7.  Please provide us with specific support
for
your statement that the benefits of EMM software include a
"substantial, measurable return on investment."  What is the
return
on investment for a typical user of EMM software and how is such a
return determined?

4. Please relocate your trademark discussion from your summary
section.  The summary should provide a brief overview of the key
aspects of the offering.  Your trademarks discussion does not
appear
to fit such criteria.  Please see the Instructions to Item 503(a)
of
Regulation S-K for additional guidance.

Use of Proceeds

5. Prior comment no. 12.  Please clarify your disclosure to
indicate
that such payment will only be made to holders of your Series B
preferred stock.  Please also supplementally provide us with the
formula utilized and analysis undertaken in determining the
estimated
$6 million amount and in which such formula and analysis is to be
equally applicable with respect to determining an amount based on
your share price, if such amount is not otherwise negotiated.

6. Further, your response indicates that you expect to negotiate
the
payment amount with the holders of Series B preferred stock prior
to
the circulation of the preliminary prospectus. Please note that
changes to the historical financial statements should be similarly
reflected in summary and selected financial information throughout
the filing.  Please continue to provide us with updates on this
negotiation and we may have additional comments.

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

Overview
Operating Expenses, p. 28

7. Prior comment no. 17.  We note that you do not provide
commissions
to resellers but offer discounted prices on your products and
services.  Please tell us how you determined the amounts and terms
of
these and other discounts you offer, how they are accounted for
and
how your existing revenue recognition policy addresses these
discounts and complies with SOP 97-2 and AICPA Technical Practice
Aids 5100.50, .51 and .56.  Please revise or tell us why revision
is
not required.

8. In addition please explain to us how you disclose, account for
and
classify commissions paid to your employees or third parties.
Please
tell us the terms and arrangements underlying the commission
programs
you offer and the related accounting.

Results of Operations, pp. 33-42

9. We note your revised disclosure attributing the increase in
maintenance fees revenue to an increased number of maintenance
agreements resulting from growth in your installed base.  Please
consider whether this constitutes a material trend requiring
additional discussion and disclosure in your management`s
discussion
and analysis.  Please consider whether there are any other
material
trends requiring additional disclosure.

Liquidity and Capital Resources
Resources, pp. 46-49

10. Prior comment no. 20.  We note the addition to your disclosure
relating to sources of deferred revenue and the significance of
deferred revenue as a source of cash.  We also find that deferred
revenue increased by approximately $10 million from fiscal 2003 to
2004.  Please explain and disclose the increase by quantification
of
the elements of deferred revenue causing the increases.  We note
deferred revenue comes from arrangements that include customer
acceptance, specified upgrades or other material non-standard
terms,
maintenance and term license arrangements.  We note your response
to
prior comment no. 16 indicates that term licenses were only 5% of
revenues in 2004.

Principal Stockholders

11. Please update your information in this section to the most
recent
practicable date.  Please see Item 403 of Regulation S-K.

Related-party Transactions

Potential Payment to Preferred Stockholders

12. Please disclose the specific amounts payable to Messrs.
Perakis
and Landry.  Please see Item 404(a) of Regulation S-K.

Shares Eligible for Future Sale

Lock-up Agreements, p. 89

13. We note your response to our prior comment no. 41.  Despite
the
fact that there is no present intention by the managing
underwriters
to shorten or waive the lock-up arrangements, please briefly
disclose
the circumstances under which Deutsche Bank Securities, on behalf
of
the underwriters, will consider shortening or waiving the lock-up
arrangements.

Financial Statements

Note 2. Summary of Significant Accounting Policies
Revenue Recognition, pp. F-9 to F-11

14. Prior comment no. 51.  Your response indicates that you
consider
delivery to be completed upon providing the CD to the common
carrier.
Tell us and disclose your delivery terms (FOB destination or FOB
shipping point).  Tell us how your accounting complies with the
AICPA
Technical Practice Aid 5100.69 and the guidance in SEC Staff
Accounting Bulletin No. 104 for delivery determination.

Note 3. Acquisitions - Marketic, page F-20

15. Prior comment no. 60.  You disclose on page 33 that a factor
causing the 2004 maintenance fee increase was the "$2.0 million
(was)
attributable to maintenance renewals by customers of the Marketic
business acquired by Unica France on May 1, 2003."  Reconcile this
amount of renewals to your estimation of maintenance renewal cash
flows used to derive the customer contracts and relationships
intangible of $665,000 you recorded in the acquisition.  How did
your
cash flow estimates differ from actual cash flows associated with
the
customer related asset acquired?  If materially different, it
appears
you should address such a difference with revised disclosure under
Release No. 33-8098, "Proposed Rule: Disclosure in Management`s
Discussion and Analysis about the Application of Critical
Accounting
Policies."

Stockholders` Equity, page F-29

16. Prior comment nos. 64-66.  Your "Application of Critical
Accounting Policies and Use of Estimates" on page 31 does not
appear
to describe the high degree of judgment and complexity involved in
your stock option valuations.  Revise that disclosure to identify
where and how those estimates and judgments affected your reported
financial results, financial condition and changes in financial
condition, and, where material, identify the affected line items.
Disclose the methodology underlying the estimates, the assumptions
that are about highly uncertain matters and other assumptions that
are material to the valuations.  See Release No. 33-8098.

17. Prior comment nos. 64-66.  Tell us what consideration you gave
to
the AICPA`s Audit and Accounting Practice Aid - "Valuation of
Privately-Held-Company Equity Securities Issued as Compensation"
disclosure guidance in paragraphs 179-182.  Please revise as
applicable.

18. Prior comment nos. 64-66.  Please explain to us your
conclusion
on page 33 of the January 11, 2005 response letter that "strong
operating results for the quarter ended March 31, 2004" was the
principal factor causing the April 26, 2004 fair value increase of
101% from the January 22, 2004 fair value.  We do not understand
the
correlation.

19. Prior comment no. 67.  Your response indicates that you do not
have an agreed upon range for the initial offering price.
However,
on page 33 of your response letter, you note the preliminary
valuation range of $6 to $8 from Deutsche Bank, which was also
used
to determine the deemed fair value of your granted common stock
options on July and October 2004.  Please clarify your response.

*              *              *              *

      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 your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, 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 Kari Jin at (202) 842-5552, or Craig Wilson,
Senior Assistant Chief Accountant, at (202) 942-2949, if you have
questions or comments on the financial statements and related
matters.  Please contact Daniel Lee at (202) 942-1871 with any
other
questions.  If you need further assistance, you may contact me at
(202) 942-1800.

	Sincerely,

	Barbara Jacobs
	Assistant Director

cc:	Via Facsimile
	Peter B. Tarr, Esq.
	Mark L. Johnson, Esq.
	Wilmer Cutler Pickering Hale and Dorr LLP
	60 State Street
	Boston, Massachusetts 02109
	Telephone: (617) 526-6000
	Facsimile:  (617) 526-5000

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