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corresp

February 26, 2008

Securities and Exchange Commission

Division of Corporate Finance

Attention: Kathleen Collins, Accounting Branch Chief

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    CommVault Systems, Inc.

    Form 10-K for the Fiscal Year Ended March 31, 2007

    Filed May 25, 2007

    Form 10-Q for the Period Ended September 30, 2007

    Definitive Proxy Statement on Schedule 14A filed July 23, 2007

    Forms 8-K filed May 15, 2007, August 2, 2007, and October 30, 2007

    File No. 1-33026

Dear Ms. Collins:

          This letter responds to the Commission’s comment letter, dated January 30, 2008, addressed to
N. Robert Hammer, Chairman, President and Chief Executive Officer of CommVault Systems, Inc.
(“CommVault”), related to the above-referenced filings. CommVault’s responses to the Commission’s
comments are set forth herein. To facilitate the Commission’s review, CommVault’s responses are
set forth below the headings and numbered comments used in the Commission’s comment letter, which
are reproduced in bold face text.

Form 10-K for the Fiscal Year Ended March 31, 2007

General

    1.

    We note that the grant of confidential treatment covering certain exhibits to the Form S-1
(File No. 333-132550) expired on December 17, 2007. Please tell us whether you intend to
request an extension of confidential treatment. If so, you must file another confidential
treatment request that includes a legal analysis of why the material must remain confidential
for the additional time period; a copy of the original exhibit, highlighted or bracketed to
show the confidential information; a copy of the original request, any amended requests, and
staff comment letters; and a copy of the most recent order granting confidential treatment. If
you do not intend to request an extension, please publicly file the unredacted agreements.

CommVault intends to request an extension of confidential treatment and will submit a
confidentiality treatment request by February 28, 2008.

Securities and Exchange Commission

February 26, 2008

Page 2

Business

Competition, page 10

    2.

    Please expand your discussion to describe in quantitative and qualitative terms how you
compare to your competitors and consider appropriate disclosure in this respect. For instance,
you state that you compete favorably on all of the competitive factors you listed on page 10.
Please expand the discussion to give readers a better understanding of what your competitive
strengths and weaknesses are and how you fare against such competitors as Hewlett-Packard and
IBM, for example. Stating that you “compete favorably on the basis of these competitive
factors” does not constitute a meaningful discussion of your competitive position.

In future Form 10-K filings, CommVault will expand its discussion to describe in quantitative and
qualitative terms how it compares to its competitors. Presented below is CommVault’s intended
revisions to the Competition disclosures in the Business Section that will appear in CommVault’s
Form 10-K for the fiscal year ended March 31, 2008. All proposed changes to the existing
disclosure are marked below in underline.

Competition

     The data storage management market is intensely competitive, highly fragmented and
characterized by rapidly changing technology and evolving standards. We currently compete with
other providers of data management software as well as large storage hardware manufacturers that
have developed or acquired their own data management software products. These manufacturers have
the resources and capabilities to develop their own data management software applications, and many
have been making acquisitions and broadening their efforts to include broader data management and
storage products. These manufacturers and/or our other current and potential competitors may
establish cooperative relationships among themselves or with third parties, creating new
competitors or alliances. Large operating system and application vendors, including Microsoft, have
introduced products or functionality that includes some of the same functions offered by our
software applications. In the future, further development by these
vendors could cause some features of our software
applications to become redundant.

     The following are our primary competitors in the data management software applications market,
each of which has one or more products that compete with a part of or our entire software suite:

    •

    CA (formerly known as Computer Associates International, Inc.);

    •

    EMC;

    •

    Hewlett-Packard;

Securities and Exchange Commission

February 26, 2008

Page 3

    •

    IBM; and

    •

    Symantec.

The
principal competitive factors in our industry include product
functionality, product performance, product
integration, platform coverage, ability to scale, price, worldwide sales infrastructure, global
technical support, name recognition and reputation. The ability of major system vendors to bundle
hardware and software solutions is also a significant competitive factor in our industry. Although
many of our competitors have greater resources, a larger installed customer base and greater name
recognition, we believe we compete favorably on the basis of these competitive factors.

Our unique product architecture is one of the primary reasons why we compete so successfully.
Where other competitive solutions in the market are based on
multiple, disparate products, our modular offering is based on a single, unified, underlying code base resulting in
favorable efficiencies in functionality, integration, scalability and support. Our focused
approach to information management and our ability to respond to customer feedback also drives the
functionality and features of our products, which we believe lead the industry in terms of
performance and usability, as evidenced by numerous industry awards we have received in the past 12
months such as the SearchStorage.com “Product of the Year” 2007 Gold Medal: Backup & Disaster
Recovery and the 2007 Diogenes Labs — Storage Magazine Quality Award for Enterprise Backup
Software.

From a customer perspective, highly integrated products such as ours, which are based on a
single, unified, underlying code base, are easier and less expensive to deploy, operate and manage. This, in turn,
makes it significantly easier to scale our products over a customer’s entire IT environment.
Supporting and enhancing our products is made more efficient due to this single, unified,
underlying code base, unlike our competitors who are required to
support and enhance multiple,
disparate products, most of which are based on differing underlying software codes. Supporting
multiple, disparate products places larger demands on our competitors’ internal human and
operational capital. We believe our CommVault Simpana product,
because of its unique architecture, creates a compelling
functional, integration, scalability and support advantage. We continue to expand our worldwide
sales infrastructure and increase our distribution throughout the Americas, Europe, Australia and
Asia to meet the needs of our business.

Some of our competitors have greater financial resources and may have the ability to offer
their products at lower prices than ours. In addition, some of our competitors have greater name
recognition than us, which could provide them a competitive advantage at
some customers. Some of our competitors also have
longer operating histories, have substantially greater technical, sales, marketing and other global
resources than we do, as well as a larger installed customer base and broader product offerings,
including hardware. As a result, these competitors can devote greater resources to the development,
promotion, sale and support of their products than we can.

Securities and Exchange Commission

February 26, 2008

Page 4

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

Results of Operations, page 42

    3.

    We note your disclosure that increases in software revenues for the fiscal year ended March
31, 2007 compared to the prior year were due primarily to broader acceptance of your software
applications and increased revenue from an expanding base of existing customers. You further
indicate here and in your quarterly reports that this revenue increase was driven primarily by
an increase in transactions greater than $0.1 million, which was due to “significantly larger
volume as well as a higher average dollar amount” on such transactions. In future filings
please quantify average transaction sizes to provide a baseline for your reference to
transactions of a higher average dollar amount. Also quantify the extent to which the revenue
increases were the result of increases in volume or increases in price. The disclosure
currently provides little information regarding the impact of pricing on your software and
services revenues.

CommVault will incorporate the requested disclosures in future filings. Please refer to pages 21
and 23 within “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” contained in CommVault’s Quarterly Report on Form 10-Q for the nine months ended
December 31, 2007.

With respect to the impact of pricing on CommVault’s software and services revenues, CommVault has
not experienced significant price changes during the periods presented. Therefore, CommVault has
elected to exclude such disclosures as it had no material impact on the growth in software and
services revenues. To the extent that any future price changes have a material impact on software
or services revenues, CommVault will incorporate appropriate
disclosures in future filings.

Item 9A – Controls and Procedures, page 77

    4.

    We note your discussion here and on page 21 of the material weakness identified at December
31, 2006 related to revenue recognition for complex contractual arrangements with customers
involving multiple agreements. Please explain this material weakness to us in more detail,
including the specifics of these complex contractual arrangements and quantification of the
impact this material weakness had on the third quarter of fiscal 2007 or any prior periods.

The material weakness noted above related to subsequent sales of software licenses to a long-time
international customer through an existing distribution partner. Prior to the material weakness
being identified for the period ended December 31, 2006, the customer had made numerous purchases
directly from CommVault under an existing software license agreement, which was originally executed
in November 2000 (the “Existing Agreement”). During calendar 2006, however, the customer changed
its purchasing approach in an effort to effectively outsource its purchasing and vendor management
functions in the information technology area. As a result, the customer began to purchase
CommVault software licenses through one of

Securities and Exchange Commission

February 26, 2008

Page 5

CommVault’s
distribution partners, and at the same time, required CommVault to enter into a new key
business partner agreement with this same distributor (the “Key Business Partner Agreement”). This
Key Business Partner Agreement related to the new outsourcing project was entirely separate from
CommVault’s Existing Agreement with the customer. Negotiating the terms of the Key Business Partner
Agreement took many months and was not finally completed until May 2007.

During the fiscal quarter ended December 31, 2006, the customer made three separate purchases of
software licenses from CommVault under the Existing Agreement. CommVault did, however, agree with
the distribution partner that if, and when, negotiations for the Key Business Partner Agreement
were completed and the agreement was executed, that these three purchases would then be governed by
the terms and conditions of the Key Business Partner Agreement and not the Existing Agreement.
Since this agreement was not executed as of December 31, 2006, it was determined that not all of
the terms and conditions related to the three purchases of CommVault licenses were complete, and
therefore, revenue should have been deferred until such agreement was finalized. This
determination did not occur until after CommVault had initially
closed its books for the quarter,
and therefore, a material weakness was identified by management and CommVault’s auditors.

As a
result of this material weakness, CommVault deferred approximately
$788,000 of software revenue
and $12,000 of services revenue related to the three purchases made during the fiscal quarter
ended December 31, 2006. Such adjustments to the financial results were made before being publicly
released. No fiscal periods prior to the fiscal quarter ended December 31, 2006 were impacted by
this material weakness. CommVault believes this material weakness identified at December 31, 2006
related to revenue recognition for complex contractual arrangements with a customer involving
multiple agreements and was an isolated incident. CommVault has taken several actions since then,
which it believes remediated this material weakness. Please refer to page 21 of CommVault’s Form
10-K for the fiscal year ended March 31, 2007 for further details on its specific remediation
actions.

Exhibits 31.1 and 31.2

    5.

    We note that your Section 302 certifications contain certain discrepancies from the wording
indicated by Item 601(b)(31) of Regulation S-K. For example, in paragraph 4(c) you have
excluded the phrase “(the registrant’s fourth fiscal quarter in the case of an annual
report),” and you have also revised the language in the introduction to paragraph 5. We remind
you that the wording of your certifications should be exactly as set forth in Item 601(b)(31)
of Regulation S-K. Please ensure that you provide the conforming language in future filings.

CommVault will incorporate the exact wording indicated by Item 601(b)(31) of Regulation S-K in
future filings. Please refer to Exhibits 31.1 and 31.2 contained in CommVault’s Quarterly Report on
Form 10-Q for the nine months ended December 31, 2007.

Securities and Exchange Commission

February 26, 2008

Page 6

Note 2. Summary of Significant Accounting Policies

Net Income (Loss) Attributable to Common Stockholders per Share, page 57

    6.

    We note that net income attributable to common stockholders for the year ended March 31, 2007
was reduced by $102,745 related to the accretion of the fair value of the Series A through E
cumulative redeemable convertible preferred stock upon conversion to common stock on September
27, 2006. Please provide the calculations that support this amount.

The table below summarizes the charge in the amount of $102,745 related to the accretion of fair
value of the Series A through E cumulative redeemable convertible preferred stock upon conversion
 to common stock that is reflected in the Consolidated Statement of Operations for the year ended March 31, 2007.
The charge was recorded under the provisions of EITF D-42, “The Effect on the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred Stock.”

    C = A * B

    E

    A

    Total

    Per Share

    Preferred

    B

    Consideration

    D

    Value on

    Shares

    Issuance

    Paid

    Conversion

    Date of

    Series

    (000s)

    Price

    (000s)

    Ratio

    Conversion

    A

    2,040

    $
    14.90

    $
    30,392

    2.000

    $
    16.25

    B

    346

    $
    14.90

    $
    5,155

    2.000

    $
    16.25

    C

    333

    $
    14.90

    $
    4,967

    2.000

    $
    16.25

    D

    247

    $
    14.90

    $
    3,683

    2.000

    $
    16.25

    E

    200

    $
    14.90

    $
    2,980

    2.000

    $
    16.25

    Total

    3,166

    $
    47,177

    F = A * D * E

    G = $14.85 *