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 January 27, 2010
 N. Robert Hammer, CEO
CommVault Systems, Inc. 2 Crescent Place Oceanport, New Jersey
 Re: CommVault Systems, Inc.
  Form 10-K for Fiscal Year Ended March 31, 2009
  Filed May 19, 2009   File No. 001-33026

Dear Mr. Hammer:

We have reviewed your filing and have the following comments.  Where indicated,
we think you should revise your document in re sponse 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 deta iled as necessary in your expl anation.  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 re view process is to assist you in your
compliance with the applicable disclosure requ irements 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 lis ted at the end of  this letter.
 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 32
 Overview, page 32

 1. Although this section discusses certain known material opportunities presented by
known trends and uncertainties, as well as the actions you are taking to address these
opportunities, challenges and risks, it app ears that you have discussed the impact of
certain trends, such as cloud computing, duri ng earnings calls, and have not included
corresponding disclosure in this section of your filings.  Disclosure of a trend, demand, commitment, event or uncertainty is required unless you are able to conclude
either that it is not reasonably likely th at the trend, uncertainty or other event will
occur or come to fruition, or that a materi al effect on your liquid ity, capital resources
or results of operations is not reasonably likely to occu r.  One of the principal
objectives of MD&A is to provide in formation about the quality and potential
variability of a company’s earnings and cash flow, so that readers can ascertain the

N. Robert Hammer
CommVault Systems, Inc. January 27, 2010 Page 2
likelihood that past performan ce is indicative of future performance.  Ascertaining
this indicative value depends to a signifi cant degree on the quality of disclosure about
the facts and circumstances surrounding known material trends and uncertainties in
MD&A.  When drafting this se ction of future filings, pleas e refer to Section III.B.3 of
SEC Release No. 33-8350.  Please note that  this comment also applies to your
quarterly reports on Form 10-Q.
 Liquidity and Capital Resources, page 44

 2. We note the discussion of your stock repur chase program.  This discussion should
include an analysis explaining the underl ying business objectives/reasons for this
program, as well as its implications for your  capital resources and future operations.
See Sections III.B.4 and IV of SEC Re lease No. 33-8350.  Please note that this
comment also applies to your qua rterly reports on Form 10-Q.
 Item 11.  Executive Compensation, page 79 (Incorporated by Reference From Proxy
Statement Filed July 10, 2009)
 Executive Compensation, page 12

 Compensation Discussion and Analysis, page 12

 Components of Executive Compensation, page 13

 Base Salary, page 13

 3. For each named executive officer, please provi de a reasonably detailed explanation of
the reasons for the specific amount that you increased their base salary for fiscal 2009.

Non-Equity Incentive Pl an Compensation, page 14

4. Please provide a more detailed explanation of the company’s performance against the
total revenue target and linki ng the company’s performance against the target to the
actual amounts awarded to Messrs . Hammer, Bunte, and Miceli.
 5. We note your statement that with respect to quantitative goals, Messrs. Bunte and
Miceli are generally measured against the same performance objectives as
Mr. Hammer.  Please describe the extent to  which the quantitative goals for Messrs.
Bunte and Miceli vary from t hose set forth for Mr. Hammer.
 6. Please provide a more detailed explanation of the qualitative objectives for Messrs.
Bunte and Miceli, as well as how their pe rformance against such objectives resulted
in the specific amount of non-equity incentiv e plan compensation they each received.
 7. Please provide a more detailed explanati on of the company’s quarterly performance
against the targets set for Messrs. Miiller and Rose, as well as how the performance

N. Robert Hammer
CommVault Systems, Inc. January 27, 2010 Page 3
against such targets resulted in the sp ecific amount of non-equity incentive plan
compensation they each received.

*              *              *              *

As appropriate, please amend your filing 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 amendment that keys your  responses to our comments and provides any
requested information.  Detailed cover letters gr eatly 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 th e filing includes all inform ation required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment 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.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
 If you have any questions, please call Evan S. Jacobson at (202) 551-3428.  If you
have further questions, you may contact me at (202) 551-3462.  If you thereafter require
further assistance, you may contact the Assistan t Director, Barbara C. Jacobs, at (202) 551-
3735.
 Sincerely,

Mark P. Shuman Branch Chief – Legal