SecProbe.io

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      February 17, 2005

Via Facsimile at (312) 984-7700 and U.S. Mail

Helen R. Friedli, P.C.
Eric Orsic, Esq.
McDermott Will & Emery LLP
227 West Monroe Street
Chicago, IL  60606-5096

	Re:	Hewitt Associates, Inc.
		Schedule TO-I filed February 11, 2005
		SEC File No. 5-78596

Dear Ms. Friedli and Mr. Orsic:

	We have the following comments on the above-referenced
filing:

Schedule TO
Offer to Purchase
      Summary Term Sheet, page 1
1. "How long do I have to tender my shares?"  Here you state that
you
"cannot assure [readers] that [you] will extend the tender offer
or
indicate the length of any extension that [you] may provide."
Where
you decide to extend the tender offer but do not provide
shareholders
with any indication as to the length of the extension, please
advise
us as to how will you determine when the tender offer will expire.
Once the expiration date has been determined, how and when will
you
advise shareholders of the expiration date?  In taking into
account
when to advise shareholders of the determination as to the
expiration
date, we remind you of your obligation to extend the offering
period
for any material change so that at least five business days remain
in
the offer after the change.  See Exchange Act Release No. 23421
(July
11, 1986).  Consider revising your discussion of Extensions of the
Offer in Section 15 accordingly.
2.
"If I own shares of class B or class C common stock, will transfer
restrictions on those shares be lifted so I can tender my shares
in
the tender offer?"  The disclosure in Section 11 and in Exhibit
(a)(5)(B) does not appear to clearly state whether the transfer
restrictions applicable to holders of class B or class C common
stock
have been lifted to a level such that each holder will be able to
fully participate in the tender offer, notwithstanding the
priority
of purchases that will be applied to all shareholders who tender
in
the offer.  Please clarify briefly here and in more detail in
Section
11 to what extent class B and C shareholders will be able to
tender
shares in the offer and, if transfer restrictions have not been
lifted to allow full participation, please disclose this.

      The Tender Offer, page 9
	1. Number of Shares; Proration, page 9
3. We note your indication that, where shareholders would like to
increase the chance that you will purchase their shares, they
should
check the box in the letter of transmittal captioned "Shares
Tendered
at Price Determined Pursuant to the Tender Offer."  Wherever you
state this, please also indicate that this feature may have the
effect of decreasing the offer price because such tendered shares
will effectively be considered available for purchase considering
they are being tendered at the minimum price.
4. See your discussion under "Priority of Purchases," where you
indicate that you "may not purchase all of the shares that a
stockholder tenders in the tender offer even if they are tendered
at
prices at or below the purchase price."  Please revise to indicate
under what circumstances, aside from those articulated in the
preceding bullet points, you might not purchase all the shares a
shareholder tenders where tendered at or below the purchase price;
otherwise, absent clarification, this sentence appears to give you
arbitrary discretion as to which shares you may or may not
purchase.
2.  Purpose of the Tender Offer, page 12
5. See the fifth paragraph.  You indicate that future repurchases
may
be on the same terms or on terms that are more or less favorable
to
the selling shareholders than the terms of the tender offer.
Because
it appears that you have reserved the right to engage in
successive
repurchases at different prices within a very close period of
time,
advise us as to why the successive offers should not be viewed as
one
continuous offer in which the highest amount of consideration
should
be made available to all shareholders.

3. Procedures for Tendering Shares, page 13
6. See the third sentence under "Determination of Validity;
Rejection
of Shares; Waiver of Defects; No Obligation to Give Notice of
Defects."  You state that you reserve "the absolute right to waive
any of the conditions of the offer...with respect to any
particular
shares or any particular shareholder."  In the event you decide to
waive a condition of the offer, you must waive it for all
shareholders.  Please revise this language accordingly.
5. Purchase of Shares and Payment of Purchase Price, page 18
7. In an appropriate place in this discussion, disclose how you
will
notify shareholders of the price you have determined you will pay
for
shares tendered in the tender offer.
7. Conditions of the Tender Offer, page 20
8. See the first paragraph, which relates to the company`s
determination whether the triggering of a condition "makes it
inadvisable" to proceed with the offer.  Please note that, when a
condition is triggered and the company decides to proceed with the
offer anyway, we believe that this constitutes a waiver of the
triggered condition(s). You may not rely on this language to
tacitly
waive a condition of the offer by failing to assert it.  Please
confirm your understanding on a supplemental basis.
9. A tender offer may only be subject to conditions that are
drafted
with sufficient specificity to allow for shareholders to be able
to
objectively verify that the conditions have been satisfied.  In
this
regard, we note the following:
* the references to "threatened" in the first, second and sixth
bullet points;
* the reference to "indirectly" in the first bullet point;
* the references to "contemplated future conduct" and
"contemplated
benefits" in the first, second and third bullet points; and
* the reference to "might" in the second and third bullet point.
Please revise to clarify the conditions in accordance with this
comment.
10.
The disclosure in sixth bullet states that your offer may be
terminated if "any change or combination of changes shall have
occurred or been threatened in the business, condition (financial
or
other), assets, income, operations, prospects or stock ownership
of
[you] or any of [y]our subsidiaries taken as a whole that, in
[y]our
judgment is or may reasonably be likely to be material and adverse
to
[you] or any of [y]our subsidiaries or that otherwise materially
impairs the contemplated future conduct of the business of [you]
or
any of [y]our subsidiaries."  This condition appears to be so
broad
as to render the offer illusory because your reference to "is or
may
be" material is too vague to allow a shareholder to judge the
scope
of this condition.  Please revise your disclosure to clarify those
changes or events that would allow termination of the offer.
11. You state in the last paragraph that "each of [the foregoing]
rights shall be deemed an ongoing right that may be asserted at
any
time and from time to time."   A reference to the conditions as
ongoing rights suggests that conditions to the offer may be raised
or
asserted after expiration of the offer.  Please revise the
disclosure
to clearly state that all conditions to the offer, other than
those
dependent upon receipt of necessary government approvals, must be
satisfied or waived before the expiration of the offer.

12. Effects of the Tender Offer on the Market for Shares;
Registration under the Exchange Act, page 35
12. See the last paragraph in this discussion.  You indicate here
that the class A and B common stock are registered under the
Exchange
Act.  When was your class B common stock registered under the
Exchange Act?  Your most recent annual report on Form 10-K does
not
indicate that your class B common stock is registered under the
Exchange Act so this disclosure is unclear.  To the extent your
class
B common stock is registered under the Exchange Act, please
provide
the basis for your belief that the purchase of such shares
pursuant
to this tender offer will not result in the class B common stock
becoming eligible for deregistration under the Exchange Act.

15. Extension of the Tender Offer; Termination; Amendment, page 38
13. Your disclosure indicates that you will make a public
announcement by issuing a press release to PR Newswire.  Depending
upon the materiality of the change in the terms of the tender
offer,
please be advised that a public announcement through PR Newswire
may
not by itself satisfy your obligations under Rule 13-4(e)(3).

Letters of Transmittal for holders of Class A, B and C common
stock
14. We note that you require your tendering shareholders to
represent
that they "ha[ve] read" all of the terms of the tender offer.  See
representation (e) in each of the Letters of Transmittal.  It is
not
appropriate to require security holders to attest to the fact that
they have read the terms of the offer as such language effectively
operates as a waiver of liability.  Please delete this language.
Communication from FORE Holdings LLC to its owners regarding the
offer
15. We note your reference to an announcement by Hewitt on
February
4, 2005 regarding the authorization of a share buyback of up to
$300,000,000.  In the future, please consider whether it would be
appropriate to file such announcement under cover of Schedule TO-
C,
pursuant to Rule 13e-4(c).  See the definition of "public
announcement" in Instruction 5 of Rule 13e-4(c) and Questions A.1.
and A.2. in the Third Supplement to the Manual of Publicly
Available
Telephone Interpretations dated July 2001 and available at
www.sec.gov.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the bidder is in possession of all
facts
relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide,
in writing, a statement from all filing persons acknowledging
that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the bidder may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR and
"tagged"
as correspondence.  If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.  If you have any questions regarding our comments,
please
do not hesitate to contact me at (202) 942-2801.  You may also
reach
me by facsimile at (202) 942-9638.

      							Sincerely,

								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions
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Hewitt Associates, Inc.
February 17, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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