SecProbe.io

Mail Stop 4561

October 28, 2008
Marc E. Chardon, President and CEO Blackbaud, Inc. 2000 Daniel Island Drive  Charleston, South Carolina 29492

 Re: Blackbaud, Inc.
  Annual Report on Form 10-K   Filed February 29, 2008   File No. 000-50600      Definitive Proxy Statement on Schedule 14A   Filed April 29, 2008     Current report on Form 8-K/A   Filed September 19, 2008
Dear Mr. Chardon:

We have reviewed the above-referenced filings and have the following comments.
If indicated, we think you should revise your document in response 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 detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental 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  requirements and to  enhance the overall
disclosure in your filings.  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 listed at the end of this letter.

Marc E. Chardon
Blackbaud, Inc.
October 28, 2008 Page 2  Form 10-K for Fiscal  Year Ended December 31, 2007

 Item 1. Business, page 1

Technology and architecture, page 11
 1. You indicate in this section that you rely  on software licensed from third parties
that is used in research and developmen t and integrated into your products.  You
state that you currently be lieve the loss of any third party technology integrated
into your products would not have a materi al adverse effect on your business.
However, you further state that your inab ility to obtain licenses for third party
technology for future
 products could delay product development, which would in
turn hurt your business a nd operating results.  In a risk factor entitled “ Our failure
to integrate third-party tec hnologies could harm our business”  on page 20 you
disclose that your inability to continue  to obtain the license of third party
technology that is integrated into your  products could delay product development
until equivalent technology can be id entified, licensed or developed and
integrated.  This in turn would harm your business and operating results.  Please
clarify if the loss of third party techno logy is a risk only for future product
development, and not for your current pr oducts.  In addition, to the extent your
business is materially dependent on any third party license, the agreements and
their material terms should be discussed.  Further, please tell us what
consideration you gave to filing these agr eements as exhibits pursuant to Item
601(b)(10)(ii)(B) of Regulation S-K.

Item 7. Management’s discussion and analys is of financial condition and results of
operations, page 29

General
2. In future filings please consider expa nding your Overview section to include a
more informative executive level discu ssion that addresses how management
evaluates your financial c ondition and operating results, in cluding a more detailed
look at how you earn revenue, your prosp ects for future growth, and any known
trends, demands, commitments, or uncertainties and their impact on your liquidity, capital resources, or results of operations, and material risks and
challenges facing the company.  For exampl e, in presenting your prospects for
future growth, consider presenting what management believes to be areas for your
highest growth potential, namely:
ƒ Selling software-as-a-service (SaaS) licenses, under recurring subscription agreements of one to three years, and either a one time or recurring fee for access to software, which has been a

Marc E. Chardon
Blackbaud, Inc.
October 28, 2008 Page 3
target of your recent strategic acq uisitions of Kintera, eTapestry,
and The Target Companies;
ƒ Expanding international business,
 which had increased revenues
of 38.2% and 17.0% in 2007 and 2006;
ƒ Securing new customers for your new offerings, including two of the largest sales in your hist ory for the recently launched
Enterprise CRM, a primary product line like The Raiser’s Edge that begins a new customer re lationship from which future
application/service sales derive;
ƒ Increasing internet offerings, such as Blackbaud NetCommunity, which allows nonprofits to deve lop online social networking
communities for their constituents and that had sales growth of
60% on a year-over-year basis in 2007.
 3. Please clarify, if true, that you do not have  any off-balance sheet arrangements.
See paragraph (a)(4) of Item 303 of Regulation S-K and Rule 12b-13 of the
Exchange Act.
 Item 15. Exhibits and fina ncial statement schedules

 Exhibit 31.1 and 31.2

 4. You replaced the word “report” with “annua l report” in paragraphs 2 and 3.  The
certifications may not be changed in any respect from the language set forth in
Item 601(b)(31)(i) of Regulation S-K.  See Section II.B.4 of SEC Release No. 34-46427 (Aug. 28, 2002) and the Division of Cor poration Finance Staff Alert (Mar.
4, 2005) available on our website at www. sec.gov.  In future filings please
provide the correct form.
 Definitive Proxy Statement

Compensation Discussion and Analysis, page 23
5. We note that performance-based annual  bonuses are based upon predetermined
corporate performance goals and individua l performance goals.  With regard to
corporate performance goals, you have not disclosed the corporate performance
targets underlying the cash bonuses paid  to your named executive officers for
fiscal year 2007.  In addition, you have  not disclosed the elements of Mr.
Cumbaa’s individual performance goals, i.e. the revenue targets for the
professional business unit.  As these ta rgets appear to be material to your
compensation policy, they should be disclo sed pursuant to Item 402(b)(2)(v) of

Marc E. Chardon
Blackbaud, Inc.
October 28, 2008 Page 4
Regulation S-K.  If you have omitted th e performance targets in reliance upon
Instruction 4 to Item 402(b) of Regula tion S-K, we presume that you have a
detailed analysis supporting your conclusi on that disclosure of the performance
targets would cause you competitive harm.  If you believe you have a sufficient
basis to keep the information confidential, discuss in future filings how difficult it would be for the executive or how likely it would be for you to achieve the
undisclosed performance targets.  Genera l statements regarding the level of
difficulty or ease associated with achieving performance measures are insufficient.  For guidance, please refer to Question 118.04 of Division of
Corporation Finance’s compliance and disc losure interpretations of Regulation S-
K.  With regard to the individual pe rformance goals for Mr. Chardon, in future
filings please disclose the qualitative inputs that are ultimately translated into
objective pay determinations.  See Item 402(b)(2)(vii) of Regulation S-K.

Transaction with Related Persons, page 38

6. You disclose that related person trans actions will be approved by your audit
committee or a majority of disinterested directors, and that they will be on terms no less favorable than could be obtained from unaffiliated third parties.  You further disclose that the written charter of the audit committee authorizes the committee to review and approve rela ted person transactions.  The audit
committee charter, as available on www.blackbaud.com, states that the audit committee will approve all related party tran sactions, but articulates no standards.
Please confirm that in future filings you will disclose the standards to be applied, and clarify whether or not they are in writing, and if not, how such policies and
procedures are evidenced, as called fo r by paragraph (b)(1) of Item 404 of
Regulation S-K.
 Form 8-K/A filed on September 19, 2008

 Item 9.01 Financial Statements and Exhibits

 (a) Financial statements of the business acquired

         7. We note that you incorporated by reference from the Form 10-K filed on March
18, 2008 by Kintera, Inc. the financial statem ents of Kintera required to be filed
by Item 9.01 of Form 8-K.  Rule 12b-23 does not prevent th e incorporation by
reference of Form 10-K financial statements of the business to be acquired into a Form 8-K filed by the acquiring company, so long as copies of the pertinent pages
of the Form 10-K are filed as an exhib it to the Form 8-K.  While Rule 12b-
23(a)(3)(iii) states that information file d on Form 8-K need not be filed as an
exhibit, this provision was added when  Form 8-K was revised in 2004.  The
adopting release noted that “[f]inally, we have revised Exchange Act Rule 12b-23 to make clear that companies may incor porate by reference into their registration

Marc E. Chardon
Blackbaud, Inc.
October 28, 2008 Page 5
statements and reports information previ ously disclosed on Form 8-K without the
requirement to file such Form 8-K repor ts as exhibits to the statements or
reports.”  See SEC Release No. 34-49424 available at www.sec.gov.  Since the
historical financial statem ents of Kintera, Inc. for the fiscal years ending
December 31, 2007 and 2006 were not provide d on a previously filed Form 8-K,
please provide the pages that you incorporat ed by reference as exhibits to the
Form 8-K/A filed on September 19, 2008 pur suant to Rule 12b-23(a)(3) of the
Exchange Act.

* * * *

 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filings, you may wish to provide us with mark ed copies of any amendment to expedite
our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filings to be certain that each filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 disclosure in the
filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
‚ the company 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Marc E. Chardon
Blackbaud, Inc. October 28, 2008 Page 6
Please contact Kevin Dougherty at (202)  551-3271 with any questions.  If you
require further assistance you ma y contact me at (202) 551-3735.
        S i n c e r e l y ,          Barbara C. Jacobs      A s s i s t a n t  D i r e c t o r