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CORRESP
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Correspondence

 SIMPSON THACHER & BARTLETT
LLP

 425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

 (212) 455-2000

FACSIMILE (212) 455-2502

 April 30, 2013

 VIA COURIER AND EDGAR

Re:
SAIC Gemini, Inc.

Amendment No. 1 to Registration

Statement on Form 10-12B

File No. 001-35832

 Ms. Luna
Bloom

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Dear Ms. Bloom:

 On behalf of SAIC Gemini, Inc. (the “Registrant”), we hereby transmit via EDGAR for filing with the Securities and
Exchange Commission the above-referenced amendment (“Amendment No. 1”) to the above-referenced registration statement (the “Registration Statement”), marked to show changes from the Registration Statement as filed on
March 7, 2013. The Registration Statement has been revised in response to the Staff’s comments and to reflect certain other changes.

 Furthermore, we are providing the following responses to your comment letter, dated April 4, 2013, regarding the Registration Statement. To assist your review, we have retyped the text of the
Staff’s comments in italics below. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 1. The responses and information described below are based upon information provided to us by
the Registrant. Capitalized terms used but not otherwise defined herein shall have the same meaning ascribed to them in the Registration Statement.

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 General

1.
Please file all of your exhibits that are to be filed by amendment as soon as practicable. We will need adequate time to review and, if necessary, comment upon your
disclosure regarding them. Tell us whether the form of solvency and tax opinions will be exhibits to the distribution agreement, as well as whether you otherwise plan to file those opinions. If you do not plan to file the solvency opinions, please
provide their forms to us with your response.

 The Registrant will file any remaining required exhibits in
one or more future pre-effective amendments. The Registrant understands that the Staff requires a reasonable amount of time for review. The form of solvency and tax opinions will not be exhibits to the distribution agreement, and the Registrant does
not intend to file those opinions as part of the Registration Statement. The opinions will not contain any information material to investors that is not already described in the Registration Statement.

In response to the Staff’s comment, we note that the receipt by SAIC, Inc. (“Parent”) of a written solvency opinion from a
financial advisor is a stated condition to the completion of the spin-off for the sole benefit of Parent’s board of directors. Parent is not required to obtain a solvency opinion from any specific financial advisor or in any predetermined form,
and Parent may waive the condition in its sole discretion. In addition, the Registrant respectfully advises the Staff that the solvency opinions will not be finalized and delivered, if at all, until after the Registration Statement is declared
effective. In any event, the Registrant does not anticipate that the solvency opinion, if delivered, will contain any unusual or extraordinary terms or conditions as compared to solvency opinions provided in other similar spin-off transactions.

 As described in our response to Comment 2 below, we note that the Registrant has provided the pro forma balance sheet
information in Amendment No. 1 that was not furnished in the initial filing of the Registration Statement showing the amount of the expected incurrence of indebtedness by the Registrant and the amount of the intercompany dividend that the
Registrant expects to pay to Parent prior to the spin-off.

 Summary of the Spin-Off

Conditions to the Spin-Off, page 11

2.
Provide a cross reference to an appropriate section of the body of the Information Statement where you provide additional disclosure that summarizes the material
assumptions, limitations and conclusions of the solvency opinions, as well as the impact of those opinions in selecting the total debt level and the allocation of the indebtedness between SAIC, Inc. and New SAIC. Explain why and how the debt has
been allocated between the companies. To the extent that the indebtedness levels of SAIC, Inc. or New SAIC are expected to vary materially from the historical debt levels, expand Management’s Discussion and Analysis and other appropriate
sections of the Information Statement such as Description of Material Indebtedness.

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 The Registrant has revised its disclosure on pages 39, 57 and 104 of Amendment No. 1 to
more specifically describe how Parent and the Registrant will determine the amount of debt to be raised by the Registrant immediately prior to the spin-off, the amount of the intercompany dividend from the Registrant to Parent and the resulting
total debt at each of the Registrant and Parent after giving effect to the spin-off. The Registrant respectfully advises the Staff that it will include the amount of the debt that the Registrant will incur and the amount of the proceeds of such debt
that will be distributed to Parent in a subsequent pre-effective amendment to the Registration Statement.

 The Registrant
respectfully advises the Staff that the board of directors of Parent will not select the total debt level and the allocation of the debt between the Registrant and Parent on the basis of the solvency opinions. Rather, the board will determine the
amount and allocation of the debt based on the anticipated trading levels of the common stock of both companies, credit ratings considerations and the health and liquidity of the debt markets at the time the debt is incurred. It is the objective of
the board of directors of Parent to create two well-capitalized and financially viable companies. As described in the response to Comment 1 above, the Registrant respectfully advises the Staff that the distribution agreement will not require any
predetermined form of solvency opinion and that the solvency opinion will not be finalized and delivered until after the Registration Statement is declared effective. Accordingly, the Registrant does not believe that additional disclosure regarding
the content of the solvency opinions would be appropriate or beneficial to investors.

 Risks Relating to Our Business, page 16

3.
Please continue to update your risk factor disclosures to reflect any known changes in the impact that sequestration cuts may have on your business, as well as
changes in the status of the U.S. Government’s continuing resolution as it relates to federal funding.

As requested by the Staff, the Registrant will continue to update its risk factor disclosures to reflect any known changes in the impact
that sequestration cuts may have on its business or the status of the U.S. Government’s continuing resolution as it relates to federal funding. With respect to Amendment No. 1, no matters have arisen which warrant an update to the risk
factor entitled “A decline in the U.S. Government defense budget, changes in spending or budgetary priorities or delays in contract awards may significantly and adversely affect our future revenues and limit our growth prospects.” However,
the Registrant has revised its disclosure on page 17 of Amendment No. 1 in response to the approval of certain U.S. Government fiscal year 2013 spending bills and the extension of the continuing resolution for other U.S. Government agencies
under “Because we depend on U.S. Government contracts, a delay in the completion of the U.S. Government’s budget process could delay procurement of the services and solutions we provide and have an adverse effect on our future
revenues.”

 “The U.S. Government may terminate, cancel, modify or curtail any of our contracts…,” page 20

4.
 Provide a brief summary of the extent to which the Government has terminated, canceled, modified or curtailed your contracts in recent periods, and
summarize any material

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impacts in quantitative as well as qualitative terms. In the Business section discussion of your Government contracts, provide a materially complete discussion of your historical experience
with renegotiation or modification of the U.S. Government and the effects of such events on you. We refer you to Item 101(c)(ix) of Regulation S-K.

 The Registrant advises the Staff that, in the past three fiscal years, there have been only two instances where its U.S. Government customers have significantly terminated, canceled, modified or curtailed
the scope of negotiated contracts. First, during fiscal 2012, the U.S. Army terminated for convenience the $2.7 billion Brigade Combat Team Modernization contract, which resulted in the elimination of approximately $500 million in contract
backlog. Secondly, during the first quarter of fiscal 2014, a contracting officer terminated a task order for cause relating to performance of services to the U.S. Army National Guard Enterprise Operations and Security Services center, which is
expected to result in the elimination of approximately $58 million in contract backlog in fiscal 2014. The Company is in the process of challenging the termination of this task order. In response to the Staff’s comment, the Registrant has
updated its disclosure on pages 69 and F-26 of Amendment No. 1 to include this information.

 Unaudited Pro Forma Combined Financial
Statements, page 46

5.
We note that your unaudited pro forma combined financial statements give effect to the incurrence of indebtedness and a distribution to Parent. Please tell us when
you expect the approvals and agreements relating to these transactions to be finalized. Also, please confirm that you plan to only include pro forma adjustments for these transactions to the extent all of the agreements have been finalized.
Otherwise, please tell us why you consider these adjustments to be factually supportable.

 The Registrant
has updated its disclosure on pages 46-50 of Amendment No. 1 to reflect pro forma adjustments giving effect to the incurrence of indebtedness and a distribution to Parent. The adjustments presented represent the Registrant’s expectation as
to the amount and general terms of the indebtedness that it has discussed with lenders and anticipates will be finalized prior to the spin-off. At the time the Registrant requests the Registration Statement to be declared effective, the Registrant
expects that it will have a term sheet from the lenders regarding such indebtedness which confirms the amount of the indebtedness to be incurred and sets forth the material covenants and conditions and other materials terms to be contained in the
definitive credit agreement. In addition, the distribution to Parent will have been fully discussed and reviewed by Parent’s Board of Directors. Accordingly, the Registrant believes that the amount of indebtedness and the distribution to Parent
will not change materially prior to the spin-off and is factually supportable.

6.
 We note that your unaudited pro forma combined financial statements give effect to the transactions contemplated by the Distribution Agreement and
related separation agreements. Please clarify your disclosure to describe which transactions will be reflected in your pro forma adjustments. In your response, please clarify whether you will include adjustments related to: 1) the transfer of assets
and the assumption of liabilities included in the Distribution Agreement disclosed on page 100; 2) employment,

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compensation and benefits arrangements included in the Employee Matters Agreement disclosed on page 101; and 3) fees related to transition services provided by the Parent under the Transition
Services Agreement disclosed on page 101. Also, please tell us the factors you considered in determining whether to include these adjustments and specifically address how you applied the guidance in Article 11-02(b)(6) of Regulation S-X.

 At present, the Registrant expects the transactions that will be reflected in its pro forma adjustments to
consist only of the adjustments reflected on pages 46-50 of Amendment No. 1. As requested by the Staff, the Registrant has clarified the disclosure appearing on pages 15 and 46 of Amendment No. 1 as to the nature of the pro forma
adjustments.

 The Registrant does not anticipate that the transfers of assets and assumptions of liabilities to be effected by
the Distribution Agreement will differ in any material respect from the assets and liabilities reflected in the Registrant’s financial statements included in Amendment No. 1. The Registrant does not presently expect employment,
compensation and benefits arrangements or fees related to transition services agreements to have a material continuing impact on its results of operations.

 The Registrant respectfully advises the Staff that there are no other pro forma adjustments which meet the guidance in Article 11-02(b)(6) of Regulation S-X. The pro forma adjustments included in the
Unaudited Pro Forma Combined Statement of Income on page 47 of Amendment No. 1 only give effect to events that are (i) directly attributable to the transaction; (ii) expected to have a continuing impact on the Registrant; and
(iii) factually supportable. Similarly, the pro forma adjustments included in the Unaudited Pro Forma Combined Balance Sheet on page 48 of Amendment No. 1 only give effect to events that are directly attributable to the transaction and
factually supportable, regardless of whether they have a continuing impact or are nonrecurring.

7.
We will need sufficient time to process your amendments once your pro forma adjustments are finalized and the dollar amounts are known and we may have further
comments at such time.

 The Registrant has revised its disclosure on pages 46-50 of Amendment No. 1 to
include additional information regarding the pro forma adjustments. The Registrant acknowledges that the Staff will need sufficient time to review the pro forma financial statements if there are any changes to such adjustments.

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

Liquidity and Capital Resources, page 57

8.
Please update your disclosure to reflect the terms of the debt once finalized. To the extent that the relevant terms of such facilities are known, although not yet
finalized, please provide the material terms including amounts available, related interest rates, maturity dates, collateral requirements, and any other material terms believed to be beneficial.

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 Consistent with the response to Comment 5, the Registrant has revised its disclosure on
pages 46-50 of Amendment No. 1 to reflect pro forma adjustments giving effect to the incurrence of indebtedness and a distribution to Parent. The amounts presented represent the Registrant’s expectation as to the amount and terms of the
debt and the amount of the distribution to Parent that will be approved and finalized. Such amounts and terms are not expected to change materially prior to the spin-off.

 The Registrant expects to finalize a term sheet from lenders which confirms the amount of the debt to be incurred and sets forth the material covenants and conditions and other materials terms to be
contained in the definitive credit agreement. The Registrant will update its disclosure to reflect the terms of the debt in a subsequent pre-effective amendment to the Registration Statement, including amounts available, related interest rates,
maturity dates, collateral requirements and any other material terms that the Registrant believes to be beneficial to investors in the Registrant’s common stock.

 Goodwill and Intangible Assets Impairment, page 61

9.
We note that you face uncertainty in your business environment due to the substantial fiscal and economic challenges facing the U.S. Government, your primary
customer and that adverse changes in fiscal and economic conditions, such as the im