SecProbe.io

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Mail Stop 4-6

March 11, 2005

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

Re:	Unica Corporation
	Amendment No. 2 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.

Prospectus Summary

1. Prior comment no. 3.  Please revise your disclosure to support
your statement that EMM software provides a "substantial,
measurable
return on investment."

Risk Factors

Our international operations expose us to additional business
risks..., pp. 10-11

2. In view of the recent opening of a research and development
office
in India tell us and disclose in management`s discussion and
analysis
the impact of any significant regulatory or legal restrictions on
future operations and liquidity you will be subject to.  Known
events
and uncertainties which are reasonably likely to impact future
results of operations and liquidity in a material way should be
discussed in management`s discussion and analysis.  Please see
Item
303 of Regulation S-K.

Use of Proceeds

3. Prior comment no. 5.  We note your revised disclosure regarding
the $1 million payment to holders of your Series B preferred
stock.
Your revised disclosure states that the $1 million payment is in
accordance with your charter.  Your responses to our comments,
however, suggest that the fixed-amount payment was a negotiated
agreement between you and holders of your Series B preferred
stock.
Please explain or otherwise reconcile.  The instrument reflecting
this payment (e.g., your revised charter) should be filed as an
exhibit.

Dividend Policy and Note 17. Subsequent Events (Unaudited)

4. Please advise whether the $10 million one-time dividend is
related
to your negotiated agreement with the holders of your Series B
preferred stock.  We note that the negotiated amount with the
holders
of Series B preferred stock is significantly less than what they
appear to be entitled to per your prior disclosure and your
charter.
If so, please consider providing additional disclosure here or
elsewhere in your prospectus elaborating on the terms of the
negotiated agreement and its relationship to the two dividends.
Further, please provide a discussion in this section regarding the
business reason for the special dividend.  Please also note that
your
certain transactions discussion should be revised to reflect the
special dividend.

5. Please explain why you have not given the planned $10 million
dividend payout pro forma treatment reflecting the distribution
accrual in the historical balance sheet and throughout financial
presentations elsewhere in the filing.  Also tell us why for
purposes
of SAB Topic 1:B.3 the planned dividend would not be deemed to be
in
contemplation of the offering with the intention of repayment out
of
offering proceeds to the extent that the dividend exceeded
earnings
during the previous 12 months.  Tell us how your presentation
complies or will comply with SAB Topic 1:B.3.

6. In addition, please clarify your disclosure on page 21 where
you
"estimate the aggregate amount of the dividend to be approximately
$10 million, based on shares currently outstanding as well as
(y)our
estimate of the number of shares that will be issued upon
exercises
of stock options prior to the dividend record date."  Explain and
disclose, or cross reference to other disclosure in the filing,
details regarding the dividend record date and how you estimated
the
option exercise impact on cash available for this dividend.

Dilution

7. Please tell us why you have not included the planned $1 million
distribution to holders of your Series B preferred stock in the
dilution table.

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

Liquidity and Capital Resources, pp. 53-56

8. Prior comment no. 10.  It is not clear why you believe
providing
greater detail on the increase in deferred revenue will not
disclose
meaningful trend information to investors.  We note that your
deferred revenue has been increasing by 100% a year, but your
revenue
and net cash from operating activities have not been increasing
proportionally.  Please explain and disclose the increase by
quantification of the elements of deferred revenue causing the
increase of $10 million from fiscal 2003 to 2004.  We would expect
revised disclosure to address the underlying causes for the
increase
and note any trends which may impact future operations or
financial
position.

Recent Accounting Pronouncements, pp. 57-58

9. Please supplementally provide the staff the EPS calculations
supporting your adoption of EITF 03-06 retroactively for all
periods
presented.

Management

Executive Compensation, pp. 79-81

10. We note your revised disclosure with respect to the 2005
target
bonuses for your named executive officers.  Please briefly discuss
the operating or other targets relating to such bonuses.  We may
have
further comment upon your filing of your exhibits related to
compensation and bonus plans.

Financial Statements

Note 2. Summary of Significant Accounting Policies
Revenue Recognition, pp. F-9 to F-12

11. Please confirm to us that when you ensure that delivery is
complete by electronic release of access codes near the end of the
period that it is pursuant to an agreement or purchase order.
Confirm that the agreement or purchase order requires you to
provide
your customer access codes allowing immediate possession of the
software on its hardware and your accounting complies with
paragraph
18 of SOP 97-2.

Note 12. Stockholders` Equity, pp. F-30 to F-32

12. Prior comments no. 16, 17 and 18.  In your response, you
indicate
that you considered the disclosure guidance set forth in
paragraphs
179 to 182 of the AICPA`s Audit and Accounting Practice Aid.  It
is
not clear from your existing disclosure and your selection of
valuation methods that you have addressed how your stock-based
compensation valuations reflect the best practices for privately-
held
equity valuation.  Please address following:

* In your financial statements, include all stock options or
shares
granted during the 12 months prior to the date of the most recent
balance sheet included in the registration statement:

* The date of grant;
* The number of options or shares granted;
* The exercise price;
* The fair value of the common stock; and
* The intrinsic value.

* In your discussion of stock-based compensation in management`s
discussion and analysis, disclose the intrinsic value of
outstanding
vested and unvested options based on estimated initial public
offering price and the options outstanding as of the most recent
balance sheet date presented in the registration statement.

* You also indicate in the February 18, 2005 response that the
board
of directors determined the fair value of your common stock as of
July 23, 2004 and October 28, 2004 were based on the preliminary
valuation received from Deutsche Bank, the underwriter.  In
addition,
you note on page 10 of your letter that on January 27, 2005
additional option grants were made with the board of directors
making
the common stock fair value determination on that date to be $6 a
share.  Please explain to us why you believe you have obtained
objective evidence of your common stock fair value from a
preliminary
valuation range received from the underwriter and from a
determination of your board of directors.  We would expect that
since
you have not obtained a contemporaneous valuation performed by an
unrelated valuation specialist in these circumstances, the
following
should be disclosed in your management`s discussion and analysis:

* A discussion of the significant factors, assumptions, and
methodologies used in determining fair value;
* A discussion of each significant factor contributing to the
difference between the fair value as of the date of grant and the
estimated initial public offering price;
* The valuation alternative selected and the reason management
chose
not to obtain a contemporaneous valuation by an unrelated
valuation
specialist.

* Furthermore, you indicate in your February 18, 2005 response
that
the board of directors determined the fair value of your common
stock
as of April 26, 2004 based on a linearity relationship between the
valuation from Huron and the July 22, 2004 preliminary valuation
range from Deutsche Bank, which yielded an estimated fair value of
$4.12 per share on April 26, 2004.  Due to a strong operating
result
for the three months ended March 31, 2004, you increased the fair
value of your common stock to $4.50 as of April 26, 2005.  Your
explanation appears to be highly judgmental and your valuation
approach does not appear to reflect the best practices.  Provide
us
with sufficient and objective verifiable evidence to support this
fair value determination.

* Please update your response and disclosure related to prior
comment
no. 63 in your letter of January 11, 2005 with respect to
recordation
of a beneficial conversion feature arising from the pending
consummation of the initial public offering.  You indicate that
the
Series B preferred stock issuance may have had a contingent
beneficial conversion feature at the time of issuance.  In your
response address the specific requirements of EITF 98-5 and EITF
00-
27.  Please revise your disclosure throughout the document to
discuss
the impact of the contingent nature and recognition of a
beneficial
conversion feature.

13. Please tell us what consideration your auditors gave to
consultation with their National office regarding your stock
valuation accounting and disclosure.

*              *              *              *

      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.

      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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