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 July 31, 2025

Jennifer DiRico
Chief Financial Officer
Commvault Systems, Inc.
1 Commvault Way
Tinton Falls, New Jersey 07724

 Re: Commvault Systems, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 2025
 File No. 001-33026
Dear Jennifer DiRico:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
cc: Danielle Sheer
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CORRESP
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 Document July 25, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Chen Chen and Kathleen Collins Re:      Commvault Systems, Inc. Form 10-K for the Fiscal Year Ended March 31, 2025 Response dated July 2, 2025 File No. 001-33026 Dear Mmes. Chen and Collins: This letter sets forth the response of Commvault Systems, Inc. (“we”, “our” or the “Company”) to the comment provided by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in its comment letter dated July 24, 2025. For your convenience, we have copied below in bold type face the Staff’s comment, which is followed by the Company’s response. Form 10-K for the Year Ended March 31, 2025 Consolidated Statements of Operations, page 47 1. We have reviewed your responses to our prior comments 3 and 4 and have the following additional comments: • It appears that revenue generated from perpetual and term software licenses is greater than ten percent of total revenues. Therefore, it continues to be unclear to us why you have not separately presented this amount as product revenue on the face of your consolidated statements of operations in accordance with Rule 5-03(b) of Regulation S-X. • We note you have concluded that your subscription arrangements have term-based licenses and SaaS offerings that are treated as separate performance obligations. We further note that the term-based licenses are recognized when the software is delivered or made available for download and the SaaS is generally recognized ratably over the contract term beginning on the date the service is made available to the customer. However, you have not disclosed the amounts recognized in revenue related to these offerings. It is unclear to us how you have considered ASC 606-10-50-1. • We note that you have not quantified and disclosed how revenue recognized from your term-based licenses and SaaS offerings impacts your results of operations. It is unclear to us how you have considered Item 303 of Regulation S-K. Please advise or revise your disclosures in future filings to address these items. U.S. Securities and Exchange Commission July 25, 2025 Page 2 Response: We respectfully acknowledge the Staff’s comment and appreciate the opportunity to further clarify our revenue presentation and related disclosures. In consideration of the Staff’s comment, in future filings, beginning with our Form 10-Q for the quarter ended June 30, 2025, we will revise our revenue presentation and disclosures as outlined below: 1. Revenue Disaggregation on the Face of the Financial Statements (Rule 5-03(b) of Regulation S-X) We will revise the presentation of revenues and cost of revenues on the face of our consolidated statements of operations to separately present: • Term software license revenue and related costs • Software-as-a-service (SaaS) revenue and related costs • Perpetual license revenue and related costs (which are currently presented separately and will continue to be) We also will include a subtotal labeled “Total Subscription” that combines term software license and SaaS revenues and costs, consistent with how we internally manage and evaluate these offerings. 2. Revenue Recognition Disclosures (ASC 606-10-50-1) We will revise our disclosures to separately disaggregate revenue recognized from term-based licenses and SaaS offerings on the face of our consolidated statements of operations. In addition, we will enhance the accompanying narrative disclosure to further clarify the nature and timing of revenue recognition for each of these components, in accordance with ASC 606-10-50-1. 3. Management’s Discussion and Analysis (Item 303 of Regulation S-K) We will enhance our management’s discussion and analysis to include both quantitative and qualitative discussion regarding how revenue recognized from term-based licenses and SaaS offerings impacts our results of operations. We also will continue to monitor and disclose specific trends or business drivers associated with these revenue streams, as they become material. We believe these revisions will improve the clarity and usefulness of our financial reporting and will align with the requirements of Rule 5-03(b) of Regulation S-X, ASC 606-10-50-1 and Item 303 of Regulation S-K. Our primary objective remains to provide investors with meaningful insight into how we manage and operate our business. * * * * * U.S. Securities and Exchange Commission July 25, 2025 Page 3 If you should have any questions or comments, please do not hesitate to contact Raquel Fox of Skadden, Arps, Slate, Meagher & Flom LLP at (202) 371-7050. Commvault Systems, Inc. /s/ Jennifer DiRico Jennifer DiRico Chief Financial Officer cc:    Raquel Fox Skadden, Arps, Slate, Meagher & Flom LLP

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<TEXT>
 July 24, 2025

Jennifer DiRico
Chief Financial Officer
Commvault Systems, Inc.
1 Commvault Way
Tinton Falls, New Jersey 07724

 Re: Commvault Systems, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 2025
 Response dated July 2, 2025
 File No. 001-33026
Dear Jennifer DiRico:

 We have reviewed your July 2, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe the
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 17,
2025 letter.

Form 10-K for the Year Ended March 31, 2025
Consolidated Statements of Operations, page 47

1. We have reviewed your responses to our prior comments 3 and 4 and have
the
 following additional comments:
 It appears that revenue generated from perpetual and term software
licenses is
 greater than ten percent of total revenues. Therefore, it continues
to be unclear to
 us why you have not separately presented this amount as product
revenue on the
 face of your consolidated statements of operations in accordance
with Rule 5-
 03(b) of Regulation S-X.
 We note you have concluded that your subscription arrangements have
term-
 based licenses and SaaS offerings that are treated as separate
performance
 obligations. We further note that the term-based licenses are
recognized when the
 software is delivered or made available for download and the SaaS is
generally
 July 24, 2025
Page 2

 recognized ratably over the contract term beginning on the date the
service is
 made available to the customer. However, you have not disclosed the
amounts
 recognized in revenue related to these offerings. It is unclear to
us how you have
 considered ASC 606-10-50-1.
 We note that you have not quantified and disclosed how revenue
recognized from
 your term-based licenses and SaaS offerings impacts your results of
operations. It
 is unclear to us how you have considered Item 303 of Regulation S-K.
 Please advise or revise your disclosures in future filings to address
these items.
 Please contact Chen Chen at 202-551-7351 or Kathleen Collins at
202-551-3499 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Danielle Sheer
</TEXT>
</DOCUMENT>

CORRESP
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 Document July 2, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Chen Chen and Kathleen Collins Re:      Commvault Systems, Inc. Form 10-K for the Fiscal Year Ended March 31, 2025 File No. 001-33026 Dear Mmes. Chen and Collins: This letter sets forth the responses of Commvault Systems, Inc. (“we”, “our” or the “Company”) to the comments provided by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in its comment letter dated June 17, 2025 (the “Comment Letter”). For your convenience, we have repeated the comments of the Staff in bold typeface exactly as given in the Comment Letter and set forth is our response below each comment. Form 10-K for the Year Ended March 31, 2025 Management's Discussion and Analysis of Financial Condition and Results of Operations Overview, page 30 1. We note your present annual recurring revenue (ARR) and subscription ARR in your Item 2.02 Form 8-K earnings releases and you refer to such measures as "KPIs" in your investor presentation. We also note you present other measures such as SaaS net dollar retention rate and subscription customer growth in your investor presentations. Please tell us your consideration to include these measures in your Form 10-Q and 10-K filings. In addition, tell us whether management uses any other key performance measures in evaluating your business and if so, revise to include a qualitative and quantitative discussion of such metrics. Refer to SEC Release No. 33-10751. Response: We respectfully acknowledge the Staff’s comment and appreciate the opportunity to clarify our use of key performance indicators (KPIs) such as Annual Recurring Revenue (ARR), Subscription ARR, and SaaS Net Dollar Retention (SaaS NRR). As noted, we currently disclose these metrics in our earnings releases furnished under Item 2.02 of Form 8-K and in our investor presentations, along with SaaS ARR. These metrics are used by management to evaluate the performance of our recurring revenue business model and to communicate trends in our customer base and revenue predictability to investors. In accordance with SEC Release No. 33-10751, which emphasizes the importance of including material KPIs and metrics used in managing the business within the management’s discussion and analysis of financial condition and results of operations (MD&A), we have reassessed our disclosures. We understand that when such metrics are material to an understanding of our performance or future results, they should be included in our periodic reports, along with a clear definition, the method of calculation, and an explanation of why management believes the metric provides useful information to investors. In response to the Staff’s comment, we plan to include the following disclosures in our MD&A beginning with our next Form 10-Q: We monitor the following key performance indicators to help evaluate the state of our business. We believe the below metrics are material to investors to understand the growth and performance of our business, as they help normalize certain variable factors. Metrics such as Annual Recurring Revenue (ARR), Subscription ARR, SaaS ARR and SaaS Net Dollar Retention (SaaS NRR) provide a consistent view of our recurring revenue profile. ARR, Subscription ARR, and SaaS ARR exclude non-recurring elements and reflect the annualized value of active contracts, while SaaS NRR measures net expansion within our existing customer base. Together, we believe these metrics offer meaningful insight into the health and trajectory of our recurring revenue streams. [Charts including current fiscal period and prior year fiscal period for ARR, Subscription ARR, SaaS ARR and SaaS Net Dollar Retention to be added to disclosure.] Annual Recurring Revenue (ARR): ARR represents the annualized recurring value of all active contracts at the end of a reporting period. It includes recurring subscription offerings (including term licenses, SaaS, and utility software), maintenance related to perpetual and term licenses, extended maintenance contracts (enterprise support), and managed services. It excludes non-recurring elements such as perpetual licenses and professional services which are typically delivered at a point in time. ARR is calculated by dividing the total contract value by the number of days in the contract term and multiplying by 365. We believe ARR is a valuable metric for evaluating the growth of our business, as it provides a normalized view of recurring revenue by excluding the variability associated with contract term lengths and omitting contracts that are not expected to renew. Subscription ARR: Subscription ARR includes only term licenses, SaaS, and utility software arrangements, calculated using the same methodology as ARR. We believe Subscription ARR provides meaningful insight into the growth of our subscription-based offerings by reflecting both new customer acquisition and expansion within our existing customer base. As our most strategically significant and rapidly expanding revenue stream, subscription revenue is central to our long-term growth strategy and operational focus. SaaS ARR: SaaS ARR includes only the cloud-hosted portion of Subscription ARR and is calculated using the same methodology. SaaS ARR reflects the annualized value of active SaaS contracts and we 2 believe this metric provides insight into customer adoption trends and expansion within our cloud-based offerings. As SaaS continues to represent a growing share of our subscription revenue, we view this metric as a key indicator of our ability to meet the evolving needs of our customer base. Continued adoption and conversion to SaaS arrangements are critical to sustaining our long-term growth and aligning with customer preferences for cloud-delivered solutions. SaaS Net Dollar Retention (SaaS NRR): SaaS NRR is the percentage of SaaS ARR retained from existing customers at the start of an annual period after accounting for expansion revenue, churn, and downgrades. It is presented on a constant currency basis using exchange rates as of a specified date (e.g., March 31, 2025). We believe our SaaS Net Dollar Retention Rate offers valuable insight into the year-over-year expansion of our existing customer base, reflecting both increased utilization of current products and services as well as the adoption of additional offerings. These metrics are non-GAAP measures and do not have standardized definitions under GAAP. As such, they may not be comparable to similarly titled measures used by other companies and should be considered as a supplement to, and not as a substitute for, financial information prepared in accordance with GAAP. Management uses these metrics to assess the health of our recurring revenue base and to inform strategic decision-making. We also note that in a recent investor presentation, we included a metric related to subscription customer growth, which reflects the number of end users benefiting from our recurring solutions. While this metric may offer helpful context regarding customer adoption trends, we do not consider it a key performance indicator, nor do we use the metric in managing the business. Specifically, we do not rely on subscription customer growth to operate or evaluate the business, make investment decisions, or manage day-to-day operations. Instead, we present this metric solely as supplemental information in response to investor interest. We believe it provides additional color on the scale and reach of our subscription offerings, but it is not used internally to assess performance or guide strategic planning. As a result, we do not consider this metric to be material to an understanding of our financial condition or results of operations. We also confirm that, aside from the metrics discussed above, we do not currently use other KPIs in a manner material to an understanding of our business. In addition, the Company’s KPIs are consistently monitored and evaluated by management. Should this change in the future, we will revise our disclosures accordingly. We respectfully submit that these enhanced disclosures will align with the guidance in SEC Release No. 33-10751 and will be disclosed in a manner consistent with the requirements of Item 10 of Regulation S-K—including disclosure of the most directly comparable financial measure or measures calculated in accordance with GAAP, with equal or greater prominence, and a reconciliation between the GAAP and non-GAAP measures. We believe these enhanced disclosures will provide investors with an enhanced view of our performance and trends. Results of Operations, page 35 2. We note you refer to several factors impacting the period-over-period change in operating expenses, however, you only quantify the impact of stock-based compensation. Where a material change is attributed to two or more factors, including any offsetting factors, revise to describe the contribution of each factor in quantified terms. Refer to Item 303(b) of Regulation S-K. 3 Response: We respectfully acknowledge the Staff’s comment to include quantification of factors identified for changes in operating expenses. In future filings, beginning with the Company’s Form 10-Q for the fiscal quarter ending on June 30, 2025, the Company will include a quantified discussion, to the extent applicable, of each factor, including any offsetting factors, that contributed to a material change in a particular financial statement line item in accordance with Item 303(b) of Regulation S-K. Using the Form 10-K reviewed as a guide and bracketed placeholders for quantification, such disclosure in future filings would read substantially as follows (with research and development and general and administrative expenses updated similarly): Sales and marketing expenses increased $79.1 million, or 22%, which included increases in sales commissions and bonuses associated with increased revenues relative to the prior year of [$XX]; a [$XX] increase in employee compensation tied to strategic go to market investments; and, an increase of $11.0 million in stock-based compensation. In addition, in fiscal 2025, there were increases year over year in certain marketing and go to market activities, resulting in a [$XX] increase, which included a live sales kickoff event and participation in certain strategic conferences, including the RSA conference, which did not occur in fiscal 2024. 4 Consolidated Statements of Operations, page 47 3. We note subscriptions includes revenues from both products (i.e., the software portion of term-based licenses) and services (SaaS offerings). Please tell us the amount of term-based license software revenue included in this line item for each period presented. Also, tell us your consideration to separately present revenue from these products and services pursuant to Rule 5-03(b) of Regulation S-X. Response: We respectfully acknowledge the Staff’s comment and the reference to Rule 5-03(b)(1) of Regulation S-X, which requires separate presentation of revenues from products and services where such disaggregation is material and meaningful to investors. For the fiscal year ended March 31, 2025, approximately 59% of our total revenue was derived from subscription arrangements. Of this amount, 37% was attributable to term-based license revenue (recognized at a point in time) and 22% to SaaS revenue (recognized ratably over time). These two components are currently aggregated within our “Subscription” revenue line item. We believe this presentation is appropriate based on the following considerations: • While the timing of revenue recognition differs under ASC 606, the economic substance of both term-based licenses and SaaS offerings is substantially similar. In both cases, customers receive access to our software for a defined subscription period, and neither arrangement conveys ownership or perpetual rights. • We note that approximately one-third of our subscription customers utilize both term-based licenses and SaaS offerings, reflecting a growing trend toward hybrid deployment models. This overlap is a strategic focus for the Company and a key area of interest for investors, as we believe it reflects deeper customer engagement and long-term value potential. • At the conclusion of the subscription term, access to the software is terminated unless renewed, regardless of the deployment method (i.e., on-premise vs. cloud-hosted). • We believe that aggregating these revenues under a single “Subscription” classification provides a more meaningful view of our recurring revenue base and aligns with how management evaluates and communicates performance to investors. We also considered the Staff speech by Mark Barrysmith, Professional Accounting Fellow in the Office of the Chief Accountant (December 2007), which acknowledged that the basis for separately presenting product and service revenue is a matter of judgment, including consideration of which form of presentation would be most meaningful to investors, provided it is reasonably grounded, consistently applied, and clearly disclosed. Accordingly, we believe our current presentation complies with Rule 5-03(b)(1) of Regulation S-X and reflects a meaningful view of our revenue streams. However, in response to the Staff’s comment, we will enhance our disclosures in future filings to further disaggregate term-based license revenue and SaaS revenue in our revenue footnote disclosure and clarify the rationale for aggregating these components, including the similarities in customer experience and contract structure. We also believe this approach 5 balances the requirements of Regulation S-X with the goal of providing investors with clear and decision-useful information. Notes to Consolidated Financial Statements Note 3. Revenue Disaggregation of Revenues, page 59 4. Please tell us what consideration was given to disaggregating revenue between point in-time and over-time recognition. In this regard, we note your subscription revenues include both term-based software license revenues that are recognized up-front and SaaS revenues, which are recognized over-time. Refer to ASC 606-10-50-5 and 55-89 through 91. Response: We respectively acknowledge the Staff’s comment and appreciate the opportunity to clarify our consideration of the guidance in ASC 606-10-50-5 and ASC 606-10-55-89 through 91 regarding the disaggregation of revenue between point-in-time and over-time recognition as it relates to our subscription revenues. In accordance with ASC 606-10-50-5, we understand that an entity is required to disaggregate revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The extent of disaggregation depends on the specific facts and circumstances of the entity’s contracts with customers. As discussed in our response to Comment 3, our “Subscription” revenue line item includes both term-based license revenue (recognized at a point in time) and SaaS revenue (recognized over time). While these two components differ in the timing of revenue recognition under ASC 606, we believe that their aggregation is appropriate based on the following considerations: • The economic substance of both offerings is substantially similar. In both cases, customers receive access to our software for a defined subscription period, and neither arrangement conveys ownership or perpetual rights. • Cash flows associated with both types of arrangements are typically received upfront and are tied to the full contract term, regardless of whether the service is delivered via on-premise software or a hosted SaaS model. • The commercial structure of the contracts is consistent across both delivery methods, with terms being binding and non-cancellable for substantially all subscription arrangements and the customer

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 Document June 18, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Chen Chen and Kathleen Collins Re:      Commvault Systems, Inc. Form 10-K for the Fiscal Year Ended March 31, 2025 File No. 001-33026 Dear Mmes. Chen and Collins: In your letter dated June 17, 2025, you requested that Commvault Systems, Inc. (the “Company”) respond to your comments within ten business days or advise when the Company would provide a response. As discussed by telephone between the Company’s counsel and the staff of the Division of Corporation Finance, the Company requests an extension for its response. The Company intends to respond by no later than July 17, 2025. Thank you for your consideration of our request for an extension. If you have any questions, please do not hesitate to contact Raquel Fox of Skadden, Arps, Slate, Meagher & Flom LLP at (202) 371-7050. Commvault Systems, Inc. /s/ Jennifer DiRico Jennifer DiRico Chief Financial Officer cc:    Raquel Fox Skadden, Arps, Slate, Meagher & Flom LLP 1 Commvault Way, Tinton Falls, NJ 07724 | 888.746.3849 | get-info@commvault.com | commvault.com

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<TEXT>
 June 17, 2025

Jennifer DiRico
Chief Financial Officer
Commvault Systems, Inc.
1 Commvault Way
Tinton Falls, New Jersey 07724

 Re: Commvault Systems, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 2025
 File No. 001-33026
Dear Jennifer DiRico:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Year Ended March 31, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 30

1. We note your present annual recurring revenue (ARR) and subscription ARR
in your
 Item 2.02 Form 8-K earnings releases and you refer to such measures as
"KPIs" in
 your investor presentation. We also note you present other measures such
as SaaS net
 dollar retention rate and subscription customer growth in your investor
presentations.
 Please tell us your consideration to include these measures in your Form
10-Q and 10-
 K filings. In addition, tell us whether management uses any other key
performance
 measures in evaluating your business and if so, revise to include a
qualitative and
 quantitative discussion of such metrics. Refer to SEC Release No.
33-10751.
Results of Operations, page 35

2. We note you refer to several factors impacting the period-over-period
change in
 operating expenses, however, you only quantify the impact of stock-based
 compensation. Where a material change is attributed to two or more
factors, including
 June 17, 2025
Page 2

 any offsetting factors, revise to describe the contribution of each
factor in quantified
 terms. Refer to Item 303(b) of Regulation S-K.
Consolidated Statements of Operations, page 47

3. We note subscriptions includes revenues from both products (i.e., the
software portion
 of term-based licenses) and services (SaaS offerings). Please tell us
the amount of
 term-based license software revenue included in this line item for each
period
 presented. Also, tell us your consideration to separately present
revenue from these
 products and services pursuant to Rule 5-03(b) of Regulation S-X.
Notes to Consolidated Financial Statements
Note 3. Revenue
Disaggregation of Revenues, page 59

4. Please tell us what consideration was given to disaggregating revenue
between point-
 in-time and over-time recognition. In this regard, we note your
subscription revenues
 include both term-based software license revenues that are recognized
up-front and
 SaaS revenues, which are recognized over-time. Refer to ASC 606-10-50-5
and 55-89
 through 91.
Note 14. Segment Information, page 72

5. We note the CODM uses consolidated net income (loss) to measure segment
profit or
 loss, allocate resources and assess performance. Please revise to
discuss how the
 CODM uses this measure in assessing segment performance and deciding how
to
 allocate resources. Refer to 280-10-50-29(f) and the example at
280-10-55-54(c).
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Chen Chen at 202-551-7351 or Kathleen Collins at
202-551-3499 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Danielle Sheer
</TEXT>
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Mail Stop 4561
December 11, 2017

Brian Carolan
Vice President, Chief Financial Officer
Commvault Systems, Inc.
1 Commvault Way
Tinton Falls, NJ 07724

Re: Commvault Systems, Inc.
Form  10-K for the Fiscal Year Ended March 31, 2017
Filed May 5, 2017
Form 10 -Q for the Quarter Ended June 30, 2017
Filed July 26, 2017
File No. 001 -33026

Dear Mr. Carolan :

We have completed our review of your filing s.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

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		Document

PRIVILEGED AND CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUEST

December 4, 2017

Ms. Kathleen Collins

Accounting Branch Chief

Office of Information Technologies and Services

Division of Corporation Finance

Mail Stop 4561

U. S. Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

Re:     Commvault Systems, Inc.

Form 10-K for the Fiscal Year Ended March 31, 2017

Filed May 5, 2017

Form 10-Q for the Quarter Ended June 30, 2017

Filed July 26, 2017

File No. 001-33026

Dear Ms. Collins:

Attachment A (and marked CVLT001 through CVLT005) to this letter responds on behalf of Commvault Systems, Inc. (the “Company”) to comment No. 1 in the Staff’s letter dated November 21, 2017 addressed to the undersigned.

In accordance with Rule 83 of the Rules of Practice of the Securities and Exchange Commission (17 C.F.R. 200.83), the Company hereby requests that Attachment A be accorded confidential treatment.  The Company also requests that you promptly inform it as set forth in the next paragraph of any request for Attachment A made pursuant to the Freedom of Information Act or otherwise so that the undersigned may substantiate the foregoing request for confidential treatment in accordance with Rule 83.

Inquiries concerning this request and notices of copies of requests for a copy of Attachment A should be directed to me at telephone number (732) 870-4315.

Sincerely,

/s/ Brian Carolan

Brian Carolan

Vice President, Chief Financial Officer

cc:    Frank Knapp, U.S. Securities and Exchange Commission

Office of Freedom of Information and Privacy Act Services (without attachments)

CONFIDENTIAL TREATMENT REQUESTED

BY COMMVAULT SYSTEMS, INC.

CVLT 0001

ATTACHMENT A

Reproduced below in bold text is comment No. 1 from the Staff’s letter dated November 21, 2017 addressed to Brian Carolan, Vice President and Chief Financial Officer of Commvault Systems, Inc.  The Company’s response follows the comment.

Form 10-Q for the Quarterly Period Ended June 30, 2017

Note 3. Revenue, page 9

1.

 We have reviewed your response to prior comment 4. We note the minimum and maximum amounts; however, it is unclear to us how you considered transactions within this range. Please provide us with more details of your analysis. In this regard, please tell us whether a significant number of transactions fell within a smaller portion of this range. Reference ASC 606-10-32-34(c).

The Company’s software licenses typically provide for a non-exclusive, perpetual right to use the Company’s software.  Historically, the Company has sold its product as a bundle (i.e., perpetual software license bundled with maintenance services and/or other products and services) at *.  The Company has concluded that *.  The lack of history of selling software licenses on a standalone basis (unbundled) * led the Company to conclude that the use of the residual approach for determining the Standalone Selling Price (“SSP”) of the software license was appropriate and in accordance with ASC 606-10-32-34(c) which states:

Residual approach—An entity may estimate the standalone selling price by reference to the total transaction price less the sum of the observable standalone selling prices of other goods or services promised in the contract. However, an entity may use a residual approach to estimate, in accordance with paragraph 606-10-32-33, the standalone selling price of a good or service only if one of the following criteria is met:

1.

 The entity sells the same good or service to different customers (at or near the same time) for a broad range of amounts (that is, the selling price is highly variable because a representative standalone selling price is not discernible from past transactions or other observable evidence).

2.

 The entity has not yet established a price for that good or service, and the good or service has not previously been sold on a standalone basis (that is, the selling price is uncertain).

In order to determine if use of the residual approach for the software license in the contract is appropriate, the Company first evaluated whether the software license sold to the customer is the “same” as other transactions included in the pricing analysis, and *.  The Company’s quantitative measures included historical software license transactions (which were bundled with services) by (1) geographic location and (2) software transaction value.  The Company manages its software license revenue by the following geographic locations:  Americas (United States, Canada, Latin America); EMEA (Europe, Middle East, Africa); and APAC (Australia, New Zealand, Southeast Asia, China). The bands of software transaction values reviewed were up to $100,000; $100,000 - $500,000; and greater than $500,000.  *.  These quantitative measures are consistent with how the Company analyzes the business from an operational perspective.

 CONFIDENTIAL TREATMENT REQUESTED

BY COMMVAULT SYSTEMS, INC.

CVLT 0002

In addition to considering the minimum and maximum amounts, the Company also considered the dispersion of discounts by analyzing the number of transactions that fell within a smaller portion of the range, which was evaluated by analyzing *.  For example, *.  The analysis showed that *.  The Company concluded * indicated that a standalone selling price was not observable.  In all of the categories analyzed, *.  The amounts for all the analyzed categories are included Table #1 below for the fiscal year ended March 31, 2017.  The Company believes the * in order to conclude that a standalone selling price was observable.  Further, this conclusion is consistent with the qualitative considerations related to the Company’s industry and business.  Given the nature of the Company’s software product, *.

Tables 1-8 have been omitted as Commvault has requested FOIA Confidential treatment

In summary, the lack of history selling software licenses on a standalone basis (unbundled) combined with *, led the Company to conclude the residual approach is appropriate for determining the Standalone Selling Price (“SSP”) of the software license in accordance with ASC 606-10-32-34(c).

*FOIA Confidential treatment requested by Commvault Systems, Inc.

Mail Stop 4561
November 21, 2017

Brian Carolan
Vice President, Chief Financial Officer
Commvault Systems, Inc.
1 Commvault Way
Tinton Falls, NJ 07724

Re: Commvault Systems, Inc.
 Form 10 -K for the Fiscal Year Ended March 31, 2017
Filed May 5, 2017
Form 10 -Q for the Quarter Ended June 30, 2017
Filed July 26, 2017
Response dated October 27, 2017
File No. 001 -33026

Dear Mr. Carolan :

We have reviewed your October 27, 2017 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional com ments.
Unless we note otherwise, our references to prior comments are to comments in our October 19,
2017  letter.

Form 10 -Q for the Quarterly Period Ended June 30, 2017

Note 3. Revenue, page 9

1. We have reviewed  your response to prior comment 4.  We note th e minimum and
maximum amounts; h owever, it is unclear to us how you  considered transactions within
this range.  Please provide us with more details of your analysis.  In this regard, please
tell us whether a significant number of transactions fel l within a smaller portion of this
range.  Reference ASC 606 -10-32-34(c).

Brian Carolan
Commvault Systems, Inc.
November 21, 2017
Page 2

 You may contact Frank Knapp, Staff Accountant  at (202) 551 -3805  if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (20 2)
551-3499  with any other questions.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

CORRESP
1
filename1.htm

		Document

October 27, 2017

VIA EDGAR

Ms. Kathleen Collins

Accounting Branch Chief

Office of Information Technologies and Services

Division of Corporation Finance

Mail Stop 4561

U. S. Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

Re:     Commvault Systems, Inc.

Form 10-K for the Fiscal Year Ended March 31, 2017

Filed May 5, 2017

Form 10-Q for the Quarter Ended June 30, 2017

Filed July 26, 2017

File No. 001-33026

Dear Ms. Collins:

This letter responds on behalf of Commvault Systems, Inc. (the “Company”) to the Staff’s letter dated October 19, 2017 addressed to the undersigned.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter.  For ease of reference, I have set forth the Staff’s comments in bold face text, and the Company’s response is set forth immediately following each Staff comment.

Form 10-Q for the Quarterly Period Ended June 30, 2017

Notes to Consolidated Financial Statements (unaudited)

Note 2.  Summary of Significant Accounting Polices

Deferred Commissions Costs, page 8

1.

 It appears that a portion of your sales commissions is expensed upon delivery of the software license and a portion related to services is deferred. If so, please revise to clarify how your amortization expense reflects the transfer of the license and services to your customer. Refer to ASC 340-40-35-1 and 340-40-50-2(b).

The Company capitalizes the incremental and recoverable costs of obtaining a contract with a customer and amortizes these costs on a systematic basis that is consistent with the transfer of the goods or services to which the asset relates.  The Company’s typical contracts include performance obligations related to software licenses, software updates, customer support and other professional services.  In these contracts, incremental costs of obtaining a contract are allocated to the performance obligations based on the relative estimated standalone selling prices.  The Company does not pay commissions on annual renewals of contracts for software updates and customer support for perpetual licenses.  The costs allocated to software are expensed at the time of sale, when revenue for the

1

functional software license is recognized.  The costs allocated to software updates and customer support for perpetual licenses are amortized ratably over a period of approximately five years, the expected period of benefit of the asset capitalized.  The Company currently estimates a period of five years is appropriate based on consideration of historical average customer life and the estimated useful life of the underlying perpetual software license sold as part of the transaction. The costs related to professional services are amortized within one quarter following the date of the related software sale, which is typically the period the related professional services are provided and revenue is recognized.

Costs related to software updates and support for term-based, or subscription software licenses, are limited to the contractual period of the arrangement as the Company intends to pay a commensurate commission upon renewal of the subscription license.

The Company has considered 340-40-50-2(b) and revised its disclosure in its most recently filed 10-Q for the period ended September 30, 2017 as follows.

Deferred Commissions Cost

Sales commissions and related payroll taxes earned by the Company's employees are considered incremental and recoverable costs of obtaining a contract with a customer. The Company’s typical contracts include performance obligations related to software licenses, software updates, customer support and other professional services.  In these contracts, incremental costs of obtaining a contract are allocated to the performance obligations based on the relative estimated standalone selling prices and then recognized on a systematic basis that is consistent with the transfer of the goods or services to which the asset relates.  The Company does not pay commissions on annual renewals of contracts for software updates and customer support for perpetual licenses.  The costs allocated to software are expensed at the time of sale, when revenue for the functional software license is recognized.  The costs allocated to software updates and customer support for perpetual licenses are amortized ratably over a period of approximately five years, the expected period of benefit of the asset capitalized.  The Company currently estimates a period of five years is appropriate based on consideration of historical average customer life and the estimated useful life of the underlying perpetual software license sold as part of the transaction.  The costs related to professional services are amortized within one quarter following the date of the related software sale, which is typically the period the related professional services are provided and revenue is recognized.  Amortization expense related to these costs is included in Sales and marketing expenses in the accompanying condensed consolidated statements of loss.

Costs related to software updates and support for term-based, or subscription software licenses, are limited to the contractual period of the arrangement as the Company intends to pay a commensurate commission upon renewal of the subscription license and related updates and support.

2.

 Please tell us, and revise to clarify if appropriate, whether additional sales commissions are paid upon contract renewal and, if so, whether such amounts are commensurate with the initial commissions. Please also disclose how commissions paid for renewals are considered in your five year period of benefit for the initial commission. Finally, please disclose the period of time over which you amortize commission costs related to contract renewals. Refer to ASC 340-40-35-1 and 340-40-50-2(b).

The Company does not pay additional commissions on renewals of contracts for software updates and customer support on perpetual software licenses.  As there is not a commensurate commission paid upon contract renewal, the Company has determined that the commission allocated to perpetual software license updates and customer support is amortized over the expected period of benefit of five years, as discussed above. The Company’s revised disclosure is included in its response to question number one.

2

Note 3. Revenue, page 9

3.

 For sales made through your indirect distribution channels, please clarify whether the performance obligation of providing software licenses is satisfied upon shipment or when the software is made available for download, to your indirect distribution partners or to the end user. Tell us how you considered the guidance in ASC 606-10-25-30 and ASC 606-10-55-58C in determining the point in time at which you recognize revenue and disclose any significant judgments made in evaluating when control is transferred. Refer to ASC 606-10-50-19.

The Company’s software license performance obligation is functional intellectual property and is typically satisfied at a point in time when software is made available for download and the Company electronically ships license keys.  The Company simultaneously provides (1) email notification of access to a secure website for the software to be downloaded and (2) email correspondence with license keys to be applied to the downloaded software.  In transactions involving distribution partners, it is the Company’s practice to simultaneously provide the email correspondence to the distribution partner (the Company’s customer) and the end user of the software.

The Company assessed the nature of its promise to transfer the software license in accordance with ASC 606-10-25-30 and ASC 606-10-55-58C.  The Company has concluded that control of a software license has transferred even if the user has not installed the software based on the following factors listed in ASC 606-10-25-30 and ASC 606-10-55-58C.  The Company has concluded that all of these factors have been met.

•

 The Company has a present right to payment;

•

 The customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the software;

•

 The customer has the significant risks and rewards of ownership of the asset;

•

 The customer has accepted the software;

•

 The Company has provided (or otherwise made available) the software to the customer;

•

 The perpetual license to use the software starts when the software key is delivered.

As a result, the period during which the customer is able to use and benefit from its right to access or its right to use the software begins once the Company has provided access to the secure website for the software to be downloaded and the license keys to be applied to the downloaded software have been sent. For subscription licenses, the Company does not recognize software license revenue before the beginning of the software license period even if it transfers the software code before the start of the license period or the customer has a copy of the software from a previous transaction.

The Company has expanded its disclosure to further address ASC 606-10-50-19 in its most recently filed 10-Q for the period ended September 30, 2017 as follows.

The Company’s software licenses typically provide for a perpetual right to use the Company’s software. The Company also sells term-based software licenses that expire, which are referred to as subscription arrangements. The Company does not customize its software and installation services are not required. The software is delivered before related services are provided and is functional without professional services, updates and technical support. The Company has concluded that its software license is functional intellectual property that is distinct as the user can benefit from the software on its own. Software revenue is typically recognized when the software is delivered and/or made available for download as this is the point the user of the software can direct the use of, and obtain substantially all of the remaining benefits from the functional intellectual property.  The Company does not recognize software revenue related to the renewal of subscription software licenses earlier than the beginning of the subscription period.

3

4.

 Please tell us why the standalone selling price of software is typically estimated using the residual approach and how you met one of the criteria in ASC 606-10-32-34(c). To the extent you have determined the selling price for your software is highly variable; please provide a comprehensive, quantitative discussion of such variability to support your conclusions.

The Company is responding to this comment in a separate letter.

Please direct any questions or comments regarding the foregoing to the undersigned at (732) 870-4315.

Sincerely,

/s/ Brian Carolan

Brian Carolan

Vice President, Chief Financial Officer

cc:    Frank Knapp, U.S. Securities and Exchange Commission

4

CORRESP
1
filename1.htm

		Document

October 27, 2017

VIA EDGAR

Ms. Kathleen Collins

Accounting Branch Chief

Office of Information Technologies and Services

Division of Corporation Finance

Mail Stop 4561

U. S. Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

Re:     Commvault Systems, Inc.

Form 10-K for the Fiscal Year Ended March 31, 2017

Filed May 5, 2017

Form 10-Q for the Quarter Ended June 30, 2017

Filed July 26, 2017

File No. 001-33026

Dear Ms. Collins:

Attachment A (and marked CVLT001 through CVLT002) to this letter responds on behalf of Commvault Systems, Inc. (the “Company”) to comment No. 4 in the Staff’s letter dated October 19, 2017 addressed to the undersigned.  The Company is responding to the staff’s other comments in the Staff’s letter in a separate letter filed electronically via Edgar.

Inquiries concerning this request and notices of copies of requests for a copy of Attachment A should be directed to me at the following address and telephone number (732) 870-4315.

Sincerely,

/s/ Brian Carolan

Brian Carolan

Vice President, Chief Financial Officer

cc:    Frank Knapp, U.S. Securities and Exchange Commission

Confidential treatment requested by Commvault Systems, Inc. pursuant to Rule 83 of the Rules of Practice of the Securities and Exchange Commission (17 C.F.R. 200.83)

ATTACHMENT A

Reproduced below in bold text is comment No. 4 from the Staff’s letter dated October 19, 2017 addressed to Brian Carolan, Vice President and Chief Financial Officer of Commvault Systems, Inc.  The Company’s response follows the comment.

Form 10-Q for the Quarterly Period Ended June 30, 2017

Notes to Consolidated Financial Statements (unaudited)

Note 3. Revenue, page 9

4.

 Please tell us why the standalone selling price of software is typically estimated using the residual approach and how you met one of the criteria in ASC 606-10-32-34(c). To the extent you have determined the selling price for your software is highly variable; please provide a comprehensive, quantitative discussion of such variability to support your conclusions.

The Company’s software license sales typically provide for a non-exclusive, perpetual right to use the Company’s software products.  The Standalone Selling Price (“SSP”) of such software licenses is typically estimated using the residual approach.  Under ASC 606-10-32-34(c), an entity may use the residual approach to estimate SSP by referencing the total transaction price less the sum of the observable standalone selling prices of other goods or services promised in the contract.  When formulating a conclusion the Company also considered the tentative conclusions in the AICPA Software Industry Issue Paper #14-6, Estimating the Standalone Selling Price – Use of the Residual Approach.  Our conclusions are consistent with the tentative conclusions of the draft issue paper.  The residual approach may only be used if one of the following criteria is met:

1.

 The entity sells the same good or service to different customers (at or near the same time) for a broad range of amounts (that is, the selling price is highly variable because a representative standalone selling price is not discernible from past transactions or other observable evidence);

2.

 The entity has not yet established a price for that good or service, and the good or service has not previously been sold on a standalone basis (that is, the selling price is uncertain).

The Company has concluded that *.  The Company allocates transaction price to the performance obligations (software updates, customer support and professional services revenue) based on their observable SSP.

The Company sells it software licenses (in conjunction with software updates and customer support and/or professional services) at *. The * combined with the * served as the basis for using the residual approach.  The determination of whether the Company’s pricing is * includes judgment and analysis.  The Company’s evaluation was primarily a quantitative approach that concluded its pricing is * as the Company has a history of *.  The Company concluded the most appropriate quantitative measures to evaluate * was to stratify its historical software license transactions by (1) * and (2) *.  The Company manages it software license revenue by the following geographic locations:  Americas (United States, Canada, Latin America); EMEA (Europe, Middle East, Africa); and APAC (Australia, New Zealand, Southeast Asia, China). The bands of software transaction values reviewed were *; *; and *.  The tables below demonstrate the Company’s *.

The stratification analysis was performed for the fiscal year ended March 31, 2017 and the three months ended June 30, 2017.  The analysis shows that *.  Additionally, the average and median of each stratification is *.  This is because the Company’s *, which is typical in the software industry.

Confidential treatment requested by Commvault Systems, Inc. pursuant to Rule 83 of the Rules of Practice of the Securities and Exchange Commission (17 C.F.R. 200.83)

Geographic Region

Transaction Value

 Fiscal Year Ended

March 31, 2017

 Average

 Minimum

 Maximum

 Median

Americas

*

 *

 *

 *

 *

 *

*

 *

 *

 *

 *

 *

*

 *

 *

 *

 *

 *

EMEA

*

 *

 *

 *

 *

 *

*

 *

 *

 *

 *

 *

*

 *

 *

 *

 *

 *

APAC

*

 *

 *

 *

 *

 *

*

 *

 *

 *

 *

 *

*

 *

 *

 *

 *

 *

************************************************************

Geographic Region

Transaction Value

 Three Months Ended

June 30, 2017

 Average

 Minimum

 Maximum

 Median

Americas

*

 *

 *

 *

 *

 *

*

 *

 *

 *

 *

 *

EMEA

*

 *

 *

 *

 *

 *

*

 *

 *

 *

 *

 *

*

 *

 *

 *

 *

 *

APAC

*

 *

 *

 *

 *

 *

*

 *

 *

 *

 *

 *

*

 *

 *

 *

 *

 *

************************************************************

The Company does have evidence of SSP of the other performance obligations through observable transactions when those performance obligations are not bundled.  When applying the residual approach, the Company also considers the guidance in BC 273 and evaluates whether the outcome of the residual approach would allocate an unrealistic amount to the software license. The Company believes the outcome is reasonable and realistic as the outcome does not result in no, or very little, consideration being allocated to the software in the transaction.

*Confidential treatment requested by Commvault Systems, Inc. pursuant to Rule 83 of the Rules of Practice of the Securities and Exchange Commission (17 C.F.R. 200.83).

Mail Stop 4561
October 19, 2017

Brian Carolan
Vice President, Chief Financial Officer
Commvault Systems, Inc.
1 Commvault Way
Tinton Falls, NJ 07724

Re: Commvault Systems, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 2017
Filed May 5, 2017
Form 10 -Q for the Quarter Ended June 30, 2017
Filed July 26, 2017
File No. 001-33026

Dear Mr. Carolan :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respon d.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -Q for the Quarterly Period Ended J une 30, 2017

Notes to Consolidated Financial Statements (unaudited)

Note 2.  Summary of Significant Accounting Polices

Deferred Commissions Costs, page 8

1. It appears that a portion of your sales commissions is expensed upon delivery of the
software lice nse and a portion related to services is deferred . If so, please revise to clarify
how your amortizat ion expense reflects the transfer of the license and services to your
customer.  Refer to ASC 340 -40-35-1 and 340 -40-50-2(b).

Brian Carolan
Commvault Systems, Inc.
October 19, 2017
Page 2

 2. Please tell us, and revise to clarify  if appropriate,  whether additional sales commissions
are paid upon contract renewal and, if so, whether such amounts are commensurate with
the initial commissions.  Please also disclose how commissions paid for renewals are
considered in your fi ve year period of benefit  for the initial commission .  Finally, please
disclose the period of time over which you amortize commission costs related to contract
renewals  Refer to ASC 340 -40-35-1 and 340 -40-50-2(b).

Note 3.  Revenue, page 9

3. For sales made through your indirect distribution channels, please clarif y whether the
performance obligation of providing software licenses is satisfied upon shipment or when
the software is made available for download , to your indirect distribution partners or to
the e nd user.  Tell us how you considered the guidance  in ASC 606 -10-25-30 and ASC
606-10-55-58C in determining the  point in time at which you recognize revenue and
disclose any significant judgements made in evaluating when control is
transferred.   Refer to AS C 606 -10-50-19.

4. Please tell us w hy the standalone selling price  of software is typically estimated using the
residual approach and how you met one of the criteria in ASC 606 -10-32-34(c).  To the
extent you have determined the selling price for your software is highly variable ; please
provide a comprehensive, quantitat ive discussion of such variability to support your
conclusions.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Frank Knapp, Staff Accountant] at (202)  551-3805  if you have
questions regarding comments on the financial statements and related matters.  P lease contact me
at (202) 551 -3499  with any other questions.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

Mail Stop 4628

February 13 , 201 7

Via E-Mail
Brian Carolan
Vice President and Chief Financial Officer
Commvault Systems, Inc.
1 Commvault Way
Tinton Falls, NJ 07724

 Re: Commvault  Systems, Inc.
  Form 10-K for the Fiscal Year Ended March 31, 2016
  Filed May 6,  2016
  File No. 1-33026

Dear Mr. Carolan :

We refer you to our comment letter  dated  January 13, 2017  regarding potential business
contacts with Syria and Sudan .  We have completed our review of this subject matter.  We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

 cc:  Barbara Jacobs
  Assistant Director

CORRESP
1
filename1.htm

		Document

January 23, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Ms. Cecilia Blye

Chief, Office of Global Security Risk

Re:    Commvault Systems, Inc.

Form 10-K for the Fiscal Year Ended March 31, 2016

Filed May 6, 2016

File No. 1-33026

Dear Ms. Blye:

We are submitting this letter in response to your comment letter dated January 13, 2017 regarding the above referenced filing by Commvault Systems, Inc. (“Commvault” or the “Company”). For your convenience, we have set forth each of the Staff’s comments in bold type and each comment is then followed by the Company’s response.

General

1. You disclose in your Form 10-K that you have sales infrastructure and distribution in the Middle East and Africa. Syria, located in the Middle East, and Sudan, located in Africa, are designated by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Your Form 10-K does not provide disclosure about those countries. Section 5.18(a) of a June 30, 2014 credit agreement filed as Exhibit 10.11 to your 2014 first quarter Form 10-Q sets forth a representation stating that you are not located, organized or resident in a Designated Jurisdiction, which is defined to include Syria and Sudan, other than de minimis operations in any Designated Jurisdiction that are not in violation of any sanctions and are otherwise in compliance with applicable law. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, whether through subsidiaries, affiliates, distributors, resellers, or other direct or indirect arrangements. For instance, you identify Huawei as a vendor in the Form 10-K, and we located a recent news article which reported that you and Huawei announced plans to create a joint lab to develop certain solutions; two years ago, Huawei agreed to distribute your software with Huawei OceanStor data storage systems; you and Huawei collaborated to create an integrated offering with bundled service agreements; and you collaborated for the Huawei Cloud

1

Data Center Offerings. News articles report that Huawei sells its products and does other business in Syria and Sudan. You should describe any products, components, technology or services you have provided to Syria or Sudan, directly or indirectly, and any agreements, commercial arrangements or other contacts with the governments of those countries or entities they control.

Commvault has no known past, current or anticipated contacts with Syria or Sudan, whether through subsidiaries, affiliates, distributors, resellers or other direct or indirect arrangements. Further, to the best of its knowledge, the Company has not directly or indirectly provided any products, components, technology or services to Syria or Sudan (or to customers located in these jurisdictions), nor has Commvault had any agreements, commercial arrangements or other contracts with the governments of those countries or entities that they control.

Huawei and Commvault are party to a Master Purchase Agreement, as amended (the “MPA”), and certain related agreements that allow Huawei to resell Commvault software and services. The MPA specifically allows Huawei to resell Commvault products and services “…except as prohibited by U.S. or other applicable export laws and regulations.” The MPA goes on to provide that the Territory in which Huawei is permitted to resell company products and services means:

“…countries and regions excluding…., Cuba, North Korea, Sudan, Iran and Syria. …[N]o sales may take place in Cuba, North Korea, Sudan, Iran or Syria under any circumstances.”

Commvault conducts its business in accordance with all applicable U.S. export control laws and regulations, including those relating to countries designated by the U.S. State Department as sponsors of terrorism or as subject to economic embargo and export controls. Commvault also maintains a global compliance program which consists of: a system of controls integrated with internal accounting and customer reporting databases; screening of every customer or potential customer at the time the Company is made aware of the possibility of a relationship (when the potential customer information is first entered into our systems), and again prior to the consummation of any sale transaction; contractual terms such as those mentioned above that obligate partners and resellers to comply with U.S. export laws and regulations; the use of a third-party service to verify potential customers against applicable U.S. and international watch-lists, including the Office of Foreign Asset Control (OFAC) List and the OFAC Specially Designated Nationals List; regular and ongoing training and reminders for worldwide employees regarding export control requirements; and, self-classifying our products to the Department of Commerce BIS Encryption Division on an annual basis.

2. Please discuss the materiality of any contacts with Syria and Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan.

2

As noted in response to comment 1 above, Commvault has no known past, current or anticipated contacts with Syria or Sudan, whether through subsidiaries, affiliates, distributors, resellers or other direct or indirect arrangements. As a result, the Company does not believe that there exists a material investment risk for its security holders and does not anticipate any adverse impact in its reputation or share value associated with business activities in Syria or Sudan.

3.  In June, Huawei was issued a subpoena by the Commerce Department regarding its exports to Syria, Sudan and Iran, another U.S.-designated state sponsor of terrorism. Please address for us the potential for reputational harm to result from your business with Huawei.

Commvault has disclosed its relationship with Huawei in press releases and on its website. To date, the Company has received no comments, concerns or other indication from existing partners, customers or shareholders that its relationship with Huawei has harmed the Company’s reputation. Furthermore, we are not aware of any divestment or similar initiative directed towards companies doing business with Huawei. Given the contractual and other compliance elements in place, as noted in the above comments, Commvault believes that there is not a material risk of reputational harm as a result of its relationship with Huawei.

If you have any further questions, please feel free to contact me at 732-870-4000.

Sincerely,

/s/ Brian Carolan

Brian Carolan

Chief Financial Officer

3

Mail Stop 4628

January 13, 201 7

Via E-Mail
Brian Carolan
Vice President and Chief Financial Officer
Commvault Systems, Inc.
1 Commvault Way
Tinton Falls, NJ 07724

 Re: Commvault  Systems, Inc.
  Form 10-K for the Fiscal Year Ended March 31, 2016
  Filed May 6,  2016
  File No. 1-33026

Dear Mr. Carolan :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may bette r
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstance s, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. You disclose in your Form 10 -K that you have sales infrastructure and distribution in the
Middle East and Africa.  Syri a, located in the Middle East, and Sudan, located in Africa,
are designated by the State Department as state sponsors of terrorism and are subject to
U.S. economic sanctions and export controls.  Your Form 10 -K does not provide
disclosure about those count ries.  Section 5.18(a) of a June 30, 2014 credit agreement
filed as Exhibit 10.11 to your 2014 first quarter Form 10 -Q sets forth a representation
stating that you are not located, organized or resident in a Designated Jurisdiction, which
is defined to inc lude Syria and Sudan, other than de minimis operations in any
Designated Jurisdiction that are not in violation of any sanctions and are otherwise in
compliance with applicable law.  Please describe to us the nature and extent of any past,
current, and ant icipated contacts with Syria and Sudan, whether through subsidiaries,

Brian Carolan
Commvault Systems, Inc.
 January 13, 2017
 Page 2

 affiliates, distributors, resellers, or other direct or indirect arrangements.  For instance,
you identify Huawei as a vendor in the Form 10 -K, and we located a recent news article
which  reported that you and Huawei announced plans to create a joint lab to develop
certain solutions; two years ago, Huawei agreed to distribute your software with Huawei
OceanStor data storage systems; you and Huawei collaborated to create an integrated
offer ing with bundled service agreements; and you collaborated for the Huawei Cloud
Data Center Offerings.  News articles report that Huawei sells its products and does other
business in Syria and Sudan.  You should describe any products, components, technology
or services you have provided to Syria or Sudan, directly or indirectly, and any
agreements, commercial arrangements or other contacts with the governments of those
countries or entities they control.

2. Please discuss the materiality of any contacts with Syria and Sudan you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of an y associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period .  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, i ncluding the potential impact of corporate
activities upon a company’s reputation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment i n companies that do business with U.S. -
designated state sponsors of terrorism.  You should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Syria and Sudan.

3. In June, Huawei was issued a subpoena by the Commerce Department regarding its
exports to Syria, Sudan and Iran, another U.S. -designated state sponsor of terrorism.
Please address for us the potential for reputational harm to result from your business with
Huawei.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

Brian Carolan
Commvault Systems, Inc.
 January 13, 2017
 Page 3

  cc:  Barbara Jacobs
  Assistant D irector

March 24, 2015

Via E -mail
Brian Carolan
Vice President and Chief Financial Officer
CommVault Systems, Inc.
1 CommVault Way
Tinton Falls, NJ 07724

Re: CommVault Systems, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 2014
Filed May 2, 2014
File No. 001 -33026

Dear Mr. Carolan :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

CORRESP
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		Comment Letter Response

March 3, 2015

VIA EDGAR

Mr. Patrick Gilmore

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

Re:     CommVault Systems, Inc.

Form 10-K for the Fiscal Year Ended March 31, 2014

Filed May 2, 2014

File No. 001-33026

Dear Mr. Gilmore:

This letter responds on behalf of CommVault Systems, Inc. (the “Company”) to the Staff’s letter dated February 17, 2015 addressed to the undersigned.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter.  For ease of reference, I have set forth the Staff’s comments in bold face text, and the Company’s response is set forth immediately following each Staff comment.

Form 10-K for the Fiscal Year Ended March 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 33

General

1.

 We note that you generate a significant amount of revenue outside of the United States; however, you do not discuss or quantify the results of your international operations by country or region. In your earnings call for the year ended March 31, 2014, as well as subsequent earnings calls, you frequently refer to activities by geographic region, specifically EMEA, Americas and APAC. These references by region include: describing performance; quantifying customer base; noting organization of sales force; and discussing investments, restructuring and “turnaround” activity. Therefore it appears that you consider geographic information relevant to your business and operating results. Please tell us your consideration of incorporating a discussion here in future filings regarding your geographic regions to include: identifying these regions and the countries of which they consist, quantifying revenue and gross margin by region for each period presented, discussing material changes in results, significant or unusual events, as well as known trends and uncertainties. Please provide any proposed disclosures in your response. We refer you to Refer to Item 303(a) of Regulation S-K and Section III.B of SEC Release No. 33-8350.

Mr. Patrick Gilmore

Division of Corporation Finance

March 3, 2015

Page 2

The requirements of the Results of Operations section of Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), are discussed in Item 303(a)(3) and Section III.B of SEC Release 33-8350. These sections require the Company to “describe any known trends or uncertainties that have had or that the registrant reasonably expects will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations.”

The Company’s senior executive management team, including the Chief Executive Officer (“CEO”), reviews Software Revenue results on a geographic basis.  The geographic regions that are tracked are the Americas (US, Canada, Latin America), EMEA (Europe, Middle East, Africa) and APAC (Australia, New Zealand, Southeast Asia, China).  The Company intends to expand the Results of Operations section in its MD&A in future filings to include additional discussion of known trends that it reasonably expects to impact Software Revenue results on a geographic basis.

The Company’s senior executive management team does not review Gross margin, Income from operations or Net income by geographic region because the business is operated as a single worldwide segment.  The senior executive team supporting the CEO is organized by function (development, marketing, sales, services, support and administration), rather than geography.  This team is responsible for the global execution of the CEO’s strategic initiatives.  The Company does not have geographic leadership that retains responsibility of all aspects of the business in a region.

A sample of the Company’s revised disclosures based on its March 31, 2014 fiscal year-end 10-K filing is included below.  The types of disclosures the Company intends to add are marked in bold.

Software Revenue.   Software revenue increased $42.9 million, or 17%, from $251.5 million in fiscal 2013 to $294.4 million in fiscal 2014. Software revenue represented 50% of our total revenues in fiscal 2014 compared to 51% in fiscal 2013.

The overall increase in software revenue was primarily driven by higher enterprise software transactions (transactions greater than $0.1 million), which increased by $26.3 million, or 19% in fiscal 2014 compared to fiscal 2013. Enterprise software transactions represented approximately 57% of our software revenue in both fiscal 2014 and fiscal 2013. The increase in enterprise software transactions is due to both a 16% increase in the number of transactions of this type and a 2% increase in the average dollar amount of such transactions. The average dollar amount of enterprise transactions was approximately $272,000 in fiscal 2014 and approximately$266,000 in fiscal 2013. Software revenue derived from transactions less than $0.1 million increased $16.6 million, or 15%, in fiscal 2014 compared to fiscal 2013.

We track Software Revenue on a geographic basis.  The geographic regions that are tracked are the Americas (US, Canada, Latin America), EMEA (Europe, Middle East, Africa) and APAC (Australia, New Zealand, Southeast Asia, China).  Americas, EMEA and APAC represented 63%, 27% and 10% of total Software Revenue, respectively, for the fiscal year ended March 31, 2014.  The year over year growth of Software Revenue

Mr. Patrick Gilmore

Division of Corporation Finance

March 3, 2015

Page 3

in the Americas, EMEA and APAC was 13%, 39% and 1%, respectively, resulting in consolidated Software Revenue growth of 17%.  Software Revenue growth for the fiscal year ended March 31, 2014 in the Americas relative to our consolidated Software Revenue growth was negatively impacted by lower close rates on enterprise transactions, particularly in the fourth quarter, as well as sales team understaffing throughout the fiscal year.  EMEA Software Revenue was positively impacted by a sales team realignment which drove increased traction in the European enterprise market.  APAC Software Revenue growth was adversely impacted by a year over year decline in enterprise transaction revenue, primarily in Australia due to a decline in the average dollar value of such transactions.  Our Software Revenue in EMEA and APAC is subject to changes in foreign exchange rates as more fully discussed above in the “Foreign Currency Exchange Rates’ Impact on Results of Operations” section.

Software revenue derived from our indirect distribution channel (resellers and original equipment manufacturers) increased $33.2 million, or 15% in fiscal 2014 compared to fiscal 2013, and software revenue through our direct sales force increased $9.7 million, or 34% in fiscal 2014 compared to fiscal 2013. The increase in the dollar value of the software revenue through our indirect distribution channel is primarily due to the increase in software revenue generated in foreign locations, which sold almost exclusively through indirect channels. The increase in the dollar value of the software revenue generated through our direct sales channel is due to a higher value of direct enterprise transactions in the United States in fiscal 2014 compared to fiscal 2013. Software revenue that is derived from both our indirect channel partners and direct sales force are key attributes to our long-term growth strategy. We will continue to invest in both our channel relationships and direct sales force in the future, but we continue to expect more revenue to be generated through indirect distribution channels over the long term as more fully discussed above in the “Sources of Revenue” section.

Notes to Consolidated Financial Statements

Note 10 Segment Information, page 71

2.

 You disclose that you operate in one reportable segment, storage software solutions. You further state that your chief operating decision maker (“CODM”) evaluates the performance of the company presented on a consolidated basis, accompanied by information about revenue by geographic region for purposes of tracking distribution of resources and analyzing overall return on investment for both domestic and international operations. However, based on the presentation of information, discussion, and analysis noted in the earnings calls, as described in the comment above, it appears the CODM does make decisions about resources and assesses performance based on geographic region. Please tell us how the company has determined it operates in one reportable segment and why these geographic regions are not considered separate reportable segments under ASC 280-10-50.

Mr. Patrick Gilmore

Division of Corporation Finance

March 3, 2015

Page 4

ASC 280 requires a public entity to disclose certain financial information about a component of its business that meets all of the following criteria:

a. It engages in business activities from which it may earn revenues and incur expenses.

b. Its operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance.

c. Its discrete financial information is available.

The Company has concluded that its CEO is the chief operating decision maker (“CODM”).  Our CODM operates the Company as one business segment, namely, the development, marketing and sale of storage software solutions on a global basis. As a result, the CODM is supported by a worldwide executive management team that each retains global responsibility for their respective functions (development, marketing, sales, services, support and administration) of the Company  This worldwide executive management team is responsible for the global execution of the CODM’s strategic initiatives across all of the geographic regions the Company sells software in.  The Company does not have geographic leadership that retains responsibility of all aspects of the business in a region.  Therefore, the Company’s CODM does not assesses operating performance to make resource allocation decisions on a geographic basis.  The only geographic financial metrics reviewed by the CODM are related to Software Revenue.  These geographic regions are the Americas (US, Canada, Latin America), EMEA (Europe, Middle East, Africa) and APAC (Australia, New Zealand, Southeast Asia, China).  The review of Software Revenue results for each geographic region by the CODM is to ensure his strategic initiatives are being executed by his worldwide executive management team globally.

Our CODM reviews all other financial statement results on a consolidated, as opposed to a geographic basis.  These financial statement results include Total Services Revenue, Consolidated Total Revenue, Gross Margin, Operating Expenses, Operating Income and Net Income. The CODM does not review discrete financial information about asset allocation, expense allocation or profitability by geographic region.

When discussing the Company’s results in recent earnings calls, our CEO has noted the need to accelerate the pace of our product suite transformation, implement new packaging and pricing models as well as improve software sales execution, specifically in the Americas.  Consistent with how the Company is operated, the product transformation and related packaging and pricing initiatives are being led by the CEO’s senior executive management team on a global basis.  While the Americas’ software sales execution issues were geography specific, the purpose of the disclosure was to provide context around our consolidated software revenue performance.

In summary, the Company has concluded that the individual geographic regions in which it sells its software suite do not meet the definition of operating segments because geographic operating results are not regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The CODM operates the Company as a single worldwide component, making operating

Mr. Patrick Gilmore

Division of Corporation Finance

March 3, 2015

Page 5

performance assessment and resource allocation decisions on a global basis.  As the business is managed on an aggregate, global basis, the Company believes that it operates as a single operating segment.

In light of the Staff’s comment, the Company will clarify its segment disclosures in future 10-K filings.  The types of disclosures the Company intends to add are marked in bold.

The Company operates in one segment, storage software solutions. The Company’s products and services are sold throughout the world, through direct and indirect sales channels. The Company’s chief operating decision maker (the “CODM”) is the chief executive officer. The CODM makes operating performance assessment and resource allocation decisions on a global basis. The CODM does not receive discrete financial information about asset allocation, expense allocation or profitability by product or geography.

The Company acknowledges that:

•

 it is responsible for the adequacy and accuracy of the disclosure 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

•

 it 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.

Please direct any questions or comments regarding the foregoing to the undersigned at (732) 870-4315.

Sincerely,

/s/ Brian Carolan

Brian Carolan

Chief Financial Officer

cc:    Melissa Kindelan, U.S. Securities and Exchange Commission

David Edgar, U.S. Securities and Exchange Commission

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		EDGAR letter 2-20-15

February 20, 2015

VIA EDGAR

Mr. Patrick Gilmore

Accounting Branch Chief

Division of Corporation Finance

U. S. Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

Re:     CommVault Systems, Inc.

Form 10-K for the Fiscal Year Ended March 31, 2014

Filed May 2, 2014

File No. 001-33026

Dear Mr. Gilmore:

We have received the staff’s letter, dated February 17, 2015, containing comments on the above-referenced filing.  The staff had requested that we respond to the letter within 10 business days of the date of its letter.  As discussed with Mr. David Edgar on February 18, 2015, we are not able to respond on or before that deadline and are requesting an additional 10 business days to respond.  We are diligently preparing on our response and will provide it on or before March 17, 2015, 20 business days from the date of the staff’s letter.

Please direct any questions or comments regarding the foregoing to the undersigned at (732) 870-4000.

Sincerely,

/s/ Brian S. Carolan

Brian S. Carolan

Chief Financial Officer

cc:    Melissa Kindelan, U.S. Securities and Exchange Commission

Christine Davis, U.S. Securities and Exchange Commission

___________________________________________________________________________________________________________

1 CommVault Way • Tinton Falls, NJ 07724 • p: 732.870.4315 • f: 732.870.4525 • bcarolan.commvault.com

February 17, 2015

Via E -mail
Brian Carolan
Vice President and Chief Financial Officer
CommVault Systems, Inc.
1 CommVault Way
Tinton Falls, NJ 07724

Re: CommVault Systems, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 2014
Filed May 2, 2014
File No. 001 -33026

Dear Mr. Carolan :

We have reviewed your filing an d have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended March 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 33

General

1. We note that you generate a significant amount of revenue outside of the United States;
however, you do not disc uss or quantify the results of your international operations by
country or region.  In your earnings call for the year ended March 31, 2014 , as well as
subsequent earnings calls , you frequently refer to activities by geographic region,
specifically  EMEA, A mercias and APAC.  These references by region include:
describing performance; quantifying customer base; noting organization of sales force;

Brian Carolan
CommVault Systems, Inc.
February 17, 2015
Page 2

 and discussing investments, restructuring and “turnaround” activity.  Therefore it appears
that you  consider geographic information  relevant to your business and operat ing results.
Please tell us your consideration of incorporating a discussion here in future filings
regarding your geographic regions to inclu de: identifying these regions and the countries
of which they consist, quantifying revenue and gross margin by region for each period
presented, discussing material changes in results, significant or unusual events, as well as
known trends and uncertaintie s.  Please provide any proposed disclosures in your
response. We refer you to  Refer to Item 303(a) of Regulation S -K and Section III.B of
SEC Release No. 33 -8350.

Notes to Consolidated Financial Statements

Note 10 Segment Information, page 71
2. You disclo se that you operate in one reportable segment, storage software solutions.  You
further state that your chief operating decision maker (“CODM”) evaluates the
performance of the company presented on a consolidated basis, accompanied by
information about rev enue by geographic region for purposes of tracking distribution of
resources and analyzing overall return on investment for both domestic and international
operations.  However, based on the presentation of information, discussion, and analysis
noted in th e earnings calls, as described in the comment above, it appears the CODM
does make decisions about resources and assesses performance based on geographic
region.  Please tell us how the company has determined it operates in one reportable
segment and why t hese geographic regions are not considered separate reportable
segments under ASC 280 -10-50.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the  Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 t hey have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securit ies laws of the United States.

Brian Carolan
CommVault Systems, Inc.
February 17, 2015
Page 3

 You may contact David Edgar, Staff Accountant , at (202) 551 -3459  or Melissa Kindelan,
Staff Accountant , at (202) 551 -3564 if you have questions regarding comments on the financial
statements and re lated matters.  Please contact me at (202) 551 -3406  with any other questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

January 27, 2014

Via E -mail
Mr. Brian Carolan
Chief Financial Officer
CommVault Systems, Inc.
2 Crescent Place
Oceanport, NJ 07757

Re: CommVault Systems, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 201 3
Filed May 14, 2013
File No. 001 -33026

Dear Mr. Carolan :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

CORRESP
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Correspondence

 January 14, 2014

VIA EDGAR

 Mr. Patrick Gilmore

Accounting Branch Chief

 Division of Corporation Finance

U. S. Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

Re:
CommVault Systems, Inc.

 Form 10-K for the Fiscal Year Ended
March 31, 2013

 Filed May 14, 2013

Form 10-Q for the Quarterly Period Ended September 30, 2013

Filed October 31, 2013

File No. 001-33026

Dear Mr. Gilmore:

 This letter responds on
behalf of CommVault Systems, Inc. (the “Company”) to the Staff’s letter dated January 3, 2014 addressed to the undersigned.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. For ease
of reference, I have set forth the Staff’s comments in bold face text, and the Company’s response is set forth immediately following each Staff comment.

Form 10-Q for the Quarterly Period Ended September 30, 2013

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

Sources of Revenues, page 15

1.
 We note your disclosure on page 16 that the worldwide reseller and original equipment agreements with Dell accounted for 20% of your total revenue
for the six months ended September 30, 2013. You further disclose that on October 16, 2013 you notified Dell of your intention to terminate the original equipment agreement as of December 16, 2013; however, the reseller agreement
currently remains in place. Please tell us the percentage of revenue generated from each of these agreements with Dell for the six months ended September 30, 2013 and the twelve months ended March 31, 2013.

 January 14, 2014

 Page
 2

Also, tell us what consideration was given to including such information in future filings in order to provide investors with a better sense as to the impact of the terminated agreement on your
results of operations in the future.

 The percentage of total revenues generated by the Dell original equipment
manufacturer (“OEM”) agreement and the reseller agreement for the six months ended September 30, 2013 was 3.88% and 16.01%, respectively. For the twelve months ended March 31, 2013, these percentages were 4.69% and 15.60%,
respectively.

 For the nine months ended December 31, 2013, OEM and reseller related revenues represented 2.97% and 13.81% of total
revenues, respectively. For the three months ended December 31, 2013, OEM and reseller related revenues represented 1.32% and 9.86% of total revenues, respectively.

CommVault considers a number of factors in determining whether disclosure should be included in future filings in order to provide investors
with a better sense as to the impact of the terminated OEM agreement on our results of operations. We view the entire Dell relationship and related revenue stream on a holistic basis, and our prior disclosures in public filings and earnings
announcements consistently disclosed Dell related revenues on an aggregate basis. Thus, we believe that it is not meaningful to investors whether Dell related revenue is generated through one contractual vehicle versus another. Further, the amount
of Dell related revenue attributable to the OEM agreement represents such a small percentage of CommVault’s total revenue for the prior six month and twelve month periods, and is less than 3% of total revenues for the more recent three and nine
month periods (described above), that it is therefore not material to an understanding of the Company’s overall results. In other words, we believe that the impact of the terminated OEM agreement is not material to our business or results of
operations and that our prior disclosures are adequate to allow investors to understand the potential impact to our results.

 However, in
light of the Staff’s comments, the Company intends to update its disclosure in its next 10-Q filing, in both the Financial Statements and in Management’s Discussion & Analysis of Operations, to include the following:

We currently have a worldwide reseller agreement with Dell. Our reseller agreement with Dell provides them the right to
market, resell and distribute certain of our products to end user customers. Historically, we also had an original equipment manufacturer agreement with Dell, which was terminated in December of 2013. We believe the termination of this
agreement will not have a material effect on our business.

 For the nine months ended December 31, 2013 and 2012,
sales through both of our agreements with Dell accounted for 17% and 20%,

 January 14, 2014

 Page
 3

respectively, of our total revenues. Sales through both of our agreements with Dell accounted for 11% and 19% of our total revenues for the three months ended December 31, 2013 and 2012,
respectively. We expect revenue transacted through Dell as a percentage of our total revenue to continue to decline as we transition our Dell related end-user customers to alternative distribution channels.

The Company acknowledges that:

•

it is responsible for the adequacy and accuracy of the disclosure 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

•

it 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.

Please direct any questions or comments regarding the foregoing to the undersigned at (732) 870-4315.

Sincerely,

/s/ Brian M. Carolan

 Brian M. Carolan

 Chief Financial
Officer

cc:
Melissa Kindelan, U.S. Securities and Exchange Commission

 Christine Davis,
U.S. Securities and Exchange Commission

January 3, 2014

Via E -mail
Mr. Brian Carolan
Chief Financial Officer
CommVault Systems, Inc.
2 Crescent Place
Oceanport, NJ 07757

Re: CommVault Systems, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 201 3
Filed May 14, 2013
Form 10 -Q for the Quarter ly Period  Ended September 30, 2013
Filed October 31, 2013
File No. 001 -33026

Dear Mr. Carolan :

We have reviewed your filing s and have the following comment.  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will pro vide the requested
response.   If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have  additional comments.

Form 10 -Q for the Quarter ly Period Ended September 30, 2013

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

Sources of Revenue s, page 15
1. We note you r disclosure on page 16 that the worldwide reseller and original equipment
agreements with Dell accounted  for 20% of your total revenue for the six months ended
September 30, 2013.  You further disclose that on October 16, 2013 you notified Dell of
your intention to terminate the original equipment agreement as of December 16, 2013;
however , the reseller agre ement currently remains in place.  Please tell us the percentage
of revenue generated from  each of these  agreements with Dell for the six months ended
September 30, 2013 and the twelve months ended March 31, 2013.  Also, tell us what

Mr. Brian Carolan
CommVault Systems, Inc.
January 3, 2014
Page 2

 consideration was given to including such information in future filings in order to provide
investors with a better sense as to the impact of the terminated agreement on your results
of operations in the future.

We urge all persons who are responsible for the accuracy and ade quacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 responding to our comment, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the ade quacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact Melissa Kindelan, Staff Accountan t at (202) 551 -3564  or Christine
Davis , Assistant Chief Accountant, at (202) 551 -3408  if you have questions regarding comments
on the financial statements and re lated matters.  Please contact me at (202) 551 -3406  with any
other questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chi ef

January 24, 2011

Via E -mail
Louis Miceli
Chief Financial Officer
CommVault Systems, Inc
2 Crescent Place
Oceanport, NJ 07757

Re: Com mVault Systems, Inc.
  Form 10-K for Fiscal Year Ended March 31, 2011
Filed May 17, 2011
File No. 001 -33026

Dear Mr. Miceli :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
federal securities laws of the United States.  We urge all persons who are res ponsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief

CORRESP
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Correspondence

 January 20, 2012

 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, 2011

Filed May 17, 2011

 File No. 001-33026

 Dear Ms. Collins:

This letter responds to the Staff’s comment letter dated December 23, 2011, addressed to Louis Miceli, Chief Financial Officer
of CommVault Systems, Inc. (the “Company”), related to the above-referenced filing. Set forth below are the Company’s responses to the Staff’s comments. Numbered responses below correspond to the numbering in the Staff’s
letter.

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

Liquidity and Capital Resources, page 42

1.
We note that a substantial amount of your revenue is generated from outside the United States. We also note the company has a significant amount of cash and cash
equivalents as of March 31, 2011. Tell us your consideration to disclose the amount of cash and investments that are currently held outside of the United States and the amounts, if any, that are subject to restriction from and/or additional
taxes upon repatriation. We refer you to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.

 The
requirements of Item 303(a)(1) of Regulation S-K as they relate to Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), which are further discussed in Section IV of SEC Release
33-8350, require the Company to “identify any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the registrant’s liquidity increasing or decreasing in a
material way.”

 As of March 31, 2011, the amount of cash and investments that were held outside of the United States was
approximately $36.0 million. This compares to the Company’s total cash and investments of approximately $218.3 million as of March 31, 2011. As a result, approximately 16% of the Company’s total cash and investments were held outside
the United States.

 The Company believes that its cash and investments held in the United States are sufficient to satisfy its
current and projected liquidity needs in the United States for the foreseeable future. The Company believes that it will be able to use its cash held outside the United States to fund its foreign operations. In addition, the Company’s policy is
to reinvest undistributed earnings of our foreign subsidiaries and indefinitely postpone their remittance. As a result, the Company concluded at March 31, 2011 that any potential impact of repatriating earnings was not reasonably likely to
result in our liquidity increasing or decreasing in a material way.

 The Company believes that it is probable that a significant amount of the
cash and cash equivalents held outside of the United States are subject to restrictions by local laws and cannot be repatriated due to accumulated deficits in many of the Company’s foreign legal entities. However, for the reasons noted above,
these potential restrictions do not result in the Company’s liquidity increasing or decreasing in a material way and the Company has no current intention of attempting to repatriate such earnings.

In order to clarify the above rationale, in future quarterly and annual filings, the Company will disclose the following additional information in our
Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations:

 “As of December 31, 2011, the amount of cash and cash equivalents held outside of the United States by our foreign legal entities was approximately $XX million. These balances are dispersed
across many international locations around the world. We believe that such dispersion meets our current and anticipated future liquidity needs of our foreign legal entities. In addition, it is the Company’s intention to indefinitely reinvest
undistributed earnings of its foreign legal entities. In the event the Company needed to repatriate funds from outside of the United States, such repatriation would likely be subject to restrictions by local laws and/or tax consequences including
foreign withholding taxes or U.S. income taxes. It is not currently practical to estimate the legal restrictions or tax liability that would arise from such repatriations.”

 Notes to Consolidated Financial Statements

 Note 8 Stock Plans, page 62

2.
We note from your disclosures on page 63 that you will continue to use the simplified method to estimate the expected term in your option valuation model until you
have enough historical experience to provide a reasonable estimate of expected term. Please explain further why you continue to believe that you do not have sufficient historical data upon which to estimate the expected term of your options. In this
regard, we note that over 6.0 million options have been exercised during the past five years since you became a public entity. Tell us when management expects that sufficient information will be available. We refer you to Question 6 of SAB
Topic 14.D.2.

 Question 6 of SAB Topic 14.D.2 permits the use of the simplified method for “plain vanilla” options
when an entity believes its historical exercise experience does not provide a reasonable basis with which to estimate expected term. The options that the Company has granted subsequent to its Initial Public Offering (“IPO”) in September
2006 have been granted at-the-money, are exercisable only upon performing service through the vesting dates, are forfeited if employment terminates prior to vesting, are

exercisable only during a short period of time after termination if vested and are nontransferable/nonhedgeable. In consideration of these facts, the Company believes the options that have been
granted subsequent to its IPO to be plain vanilla in nature.

 The utilization of the simplified method for options granted subsequent to the
IPO has been a topic that the Company’s management has thoroughly evaluated and has been a topic of discussion at recent Audit Committee meetings over the past fiscal year. The Company does not believe that it has sufficient historical option
exercise data to provide a reasonable basis upon which to estimate the term of its stock option grants due to the following factors:

•

 From the date of the Company’s IPO in September 2006 through March 31, 2011 there were approximately 5.6 million options exercised. Of
these 5.6 million options exercised, approximately 87%, or 4.8 million options, were granted prior to the Company’s IPO.

•

 These options granted prior to the Company’s IPO have much lower weighted average exercise prices (approximately $6 per share) compared to the
weighted average exercise price of options granted subsequent to the IPO (approximately $18 per share). The IPO provided employees with their first liquidity event which has resulted in a substantial number of stock option exercises after the
Company’s IPO. As a result, the exercise pattern of these options was not deemed to be a reliable indicator of future exercise behavior for stock options granted after the IPO.

•

 Since the Company’s IPO, approximately 5.7 million additional options have been granted through the fiscal year ending March 31, 2011.
Of these 5.7 million options granted, only 45%, or 2.5 million options, were exercisable after having met the required service vesting period at March 31, 2011.

•

 Also, of the 5.7 million options granted subsequent to the IPO noted above, only 13%, or approximately 750,000 options, had actually been
exercised at March 31, 2011.

 As a result of the insufficient historical option vesting and exercises of options
granted subsequent to the Company’s IPO as noted above, the Company has continued to utilize the simplified method for determining the expected term of stock options granted through the fiscal year ending March 31, 2011.

During fiscal 2013 (which runs from April 1, 2012 – March 31, 2013), the Company anticipates that it will begin incorporating its
historical data into the expected term calculation for stock options granted. The Company currently anticipates that at least 25% of the options granted subsequent to the IPO will have been exercised by the fiscal year ending March 31, 2012.
Therefore, at this point the Company will have an additional year of vesting and will be able to demonstrate significant exercise activity to provide a reasonable basis for incorporating historical data into its expected term of future stock option
grants. As a result, during fiscal 2013, the Company anticipates that its calculation of expected term will include a combination of actual exercise data and an assumption on when the remaining outstanding options will be exercised related to
options granted subsequent to the IPO.

 In connection with the foregoing, the Company acknowledges that:

1.
The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

2.
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

3.
The Company may not assert the staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Should you have any questions regarding the foregoing, please contact Louis Miceli, Senior Vice
President and Chief Financial Officer, at (732) 870-4004.

Very truly yours,

 /s/ N. Robert Hammer

N. Robert Hammer

Chairman, President and Chief Executive Officer

cc:
Melissa Kindelan, Securities and Exchange Commission

CORRESP
1
filename1.htm

Correspondence

 December 27, 2011

 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, 2011

Filed May 17, 2011

File No. 001-33026

 Dear Ms. Collins:

 We are in receipt of the Commissions’ comment letter, dated December 23, 2011 addressed to Louis Miceli, Chief Financial Officer of CommVault Systems, Inc. (“CommVault”), related to
the above-referenced filing. Consistent with our discussions with your staff on December 23, 2011, please let this letter serve as further confirmation of our intention to respond to your letter by January 24, 2012.

Should you have any questions regarding the foregoing, please contact Louis Miceli, Vice President and Chief Financial Officer, at
(732) 870-4004.

Very truly yours,

 /s/ N. Robert Hammer

N. Robert Hammer

Chairman, President and Chief Executive Officer

cc:

Melissa Kindelan, Securities and Exchange Commission

 2 Crescent Place — Oceanport, NJ 07757 — p: 732.870.4000 — f: 732.870.4622 — e: bhammer@commvault.com

December 23, 2011
 Via E-mail

Louis Miceli Chief Financial Officer CommVault Systems, Inc 2 Crescent Place Oceanport, NJ 07757
Re: CommVault Systems, Inc.
  Form 10-K for Fiscal Year Ended March 31, 2011
Filed May 17, 2011 File No. 001-33026

Dear Mr. Miceli:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended March 31, 2011

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Liquidity and Capital Resources, page 42

1. We note that a substantial am ount of your revenue is genera ted from outside the United
States.  We also note the company has a signi ficant amount of cash and cash equivalents
as of March 31, 2011.  Tell us your considera tion to disclose the amount of cash and
investments that are currently held outside of the United States and the amounts, if any,
that are subject to restriction from and/or  additional taxes upon repatriation. We refer you
to Item 303(a)(1) of Regulation S-K a nd Section IV of SEC Release 33-8350.

 Mr. Louis Miceli CommVault Systems, Inc December 23, 2011 Page 2
 Notes to Consolidated Financial Statements

 Note 8 Stock Plans, page 62

2. We note from your disclosures on page 63 that  you will continue to use the simplified
method to estimate the expected term in  your option valuation model until you have
enough historical experience to provide a reas onable estimate of expected term.  Please
explain further why you continue to believe th at you do not have suffici ent historical data
upon which to estimate the expected term of your options.  In this regard, we note that
over 6.0 million options have been exercised dur ing the past five years since you became
a public entity.  Tell us when management e xpects that sufficient information will be
available.  We refer you to Question 6 of SAB Topic 14.D.2.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d 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.

You may contact Melissa Ki ndelan, Staff Accountant at  (202) 551-3564 if you have
questions regarding comments on th e financial statements and related matters.  If you require
further assistance, do not hesitate  to contact me at (202) 551-3499.

Sincerely,
   /s/ Patrick Gilmore for
Kathleen Collins Accounting Branch Chief

Mail Stop 4561
Via Mail and Facsimile to (732) 870-4525

 March 16, 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 completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific issues raised.

      S i n c e r e l y ,           M a r k  P .  S h u m a n
Branch Chief - Legal

CORRESP
1
filename1.htm

Correspondence

March 11, 2010

VIA EDGAR

Mr. Mark P. Schuman

Branch Chief — Legal

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Form 10-K for Fiscal
Year Ended March 31, 2009

Filed May 19, 2009

File No. 001-33026

Dear Mr. Schuman

This letter responds to the Staff’s comment letter dated January 27, 2010 addressed to N.
Robert Hammer, Chief Executive Officer of CommVault Systems, Inc. (the “Company”), regarding the
above-referenced filing. Set forth below are the Company’s responses to the Staff’s comments.
Numbered responses below correspond to the numbering in the Staff’s 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
treads and uncertainties, as well as the actions you are taking to address these
opportunities, challenges and risks, it appears that you have discussed the impact of certain
trends, such as cloud computing, during 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 that the trend, uncertainty or other event will occur or come to fruition, or that a
material effect on your liquidity, capital resources or results of operations is not
reasonably likely to occur. One of the principal objectives of MD&A is to provide information
about the quality and potential variability of a company’s earnings and cash flow, so that
readers can ascertain the likelihood that past performance is indicative of future
performance. Ascertaining this indicative value depends to a significant degree on the
quality of disclosure about the facts and circumstances surrounding known material trends and
uncertainties in MD&A. When drafting this section of future filings, please
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.

The Company previously responded to this comment on February 5, 2010 in a correspondence letter to
the Staff.

Liquidity and Capital Resources, page 44

    2.

    We note the discussion of your stock repurchase program. This discussion should include an
analysis explaining the underlying 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 Release No. 33-8350. Please note that this comment also applies to your quarterly
reports on Form 10-Q.

The Company previously responded to this comment on February 5, 2010 in a correspondence letter to
the Staff.

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 provide a reasonably detailed explanation of the
reasons for the specific amount that you increased their base salary for fiscal 2009.

Please see Exhibit A attached to this response letter
for a revised version of the Company’s fiscal 2009 “Executive Compensation” section contained
within its Proxy Statement filed on July 10, 2009. The revised disclosures reflect the substance
that the Company proposes to incorporate into future Proxy Statement filings. All proposed
additional disclosures are marked to identify the proposed changes.

Non-Equity Incentive Plan Compensation, page 14

    4.

    Please provide a more detailed explanation of the company’s performance against the total
revenue target and linking the company’s performance against the target to the actual amounts
awarded to Messrs. Hammer, Bunte, and Miceli.

Please see Exhibit A attached to this response letter
for a revised version of the Company’s fiscal 2009 “Executive Compensation” section contained
within its Proxy Statement filed on July 10, 2009. The revised disclosures reflect the substance
that the Company proposes to incorporate into future Proxy Statement filings. All proposed
additional disclosures are marked to identify the proposed changes.

    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 those set forth
for Mr. Hammer.

Please see Exhibit A attached to this response letter
for a revised version of the Company’s fiscal 2009 “Executive Compensation” section contained
within its Proxy Statement filed on July 10, 2009. The revised disclosures reflect the substance
that the Company proposes to incorporate into future Proxy Statement filings. All proposed
additional disclosures are marked to identify the proposed changes.

    6.

    Please provide a more detailed explanation of the qualitative objectives for Messrs. Bunte
and Miceli, as well as how their performance against such objectives resulted in the specific
amount of non-equity incentive plan compensation they each received.

Please see Exhibit A attached to this response letter
for a revised version of the Company’s fiscal 2009 “Executive Compensation” section contained
within its Proxy Statement filed on July 10, 2009. The revised disclosures reflect the substance
that the Company proposes to incorporate into future Proxy Statement filings. All proposed
additional disclosures are marked to identify the proposed changes.

    7.

    Please provide a more detailed explanation of the company’s quarterly performance against the
targets set for Messrs. Miiller and Rose, as well as how the performance against such targets
resulted in the specific amount of non-equity incentive plan compensation they each received.

Please see Exhibit A attached to this response letter
for a revised version of the Company’s fiscal 2009 “Executive Compensation” section contained
within its Proxy Statement filed on July 10, 2009. The revised disclosures reflect the substance
that the Company proposes to incorporate into future Proxy Statement filings. All proposed
additional disclosures are marked to identify the proposed changes.

If you have any questions regarding the foregoing, feel free to contact Louis Miceli, Vice
President and Chief Financial Officer, at (732) 870-4004, or the undersigned at (732) 870-4622.

    Sincerely,

    /s/  N. Robert Hammer

    N. Robert Hammer

    Chairman, President and Chief Executive Officer

Cc: Evan S. Jacobson, Barbara C. Jacobs

Exhibit
A

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Committee Membership and Organization

The Compensation Committee of the Board of Directors, or the Compensation Committee, has
responsibility for establishing, implementing, and continually monitoring adherence with the
Company’s compensation philosophy. Its duties include:

    •

    setting the total compensation of our Chief Executive Officer and evaluating his
performance based on corporate goals and objectives;

    •

    reviewing and approving the Chief Executive Officer’s decisions relevant to the total
compensation of the Company’s other executive officers;

    •

    making recommendations to the Board of Directors with respect to equity-based plans in
order to allow us to attract and retain qualified personnel; and

    •

    reviewing director compensation levels and practices, and recommending, from time to
time, changes in such compensation levels and practices to the Board of Directors.

The members of our compensation committee are Messrs. Fanzilli, Geeslin and Geday. Mr. Geeslin
currently serves as Chairman of the Compensation Committee. Each member of the Compensation
Committee is an “independent director” as such term is defined by Nasdaq’s Marketplace Rules. The
Compensation Committee meets at scheduled times during the year and meets on an as necessary
interim basis. Additionally, the Compensation Committee considers and takes action by written
consent. The Compensation Committee met four times during fiscal year 2009. Also, the Compensation
Committee, or a sub-committee thereof, acted by unanimous written consent 16 times during fiscal
year 2009.

Compensation Philosophy and Objectives

As a growing high-technology company, we operate in an extremely competitive and rapidly
changing industry. We believe that the skill, talent, judgment and dedication of our executive
officers are critical factors affecting the long-term value of our company. The Compensation
Committee’s philosophy and objectives in setting compensation policies for executive officers are
to align pay with performance, while at the same time providing fair, reasonable and competitive
compensation that will allow us to retain and attract superior executive talent. The Compensation
Committee strongly believes that executive compensation should align executives’ interests with
those of shareholders by rewarding achievement of specific annual, long-term, and strategic goals
by the Company, with the ultimate objective of improving long-term stockholder value. The specific
goals that our current executive compensation program rewards are focused primarily on revenue
growth and profitability. To that end, the Compensation Committee believes executive compensation
packages provided by the Company
to its executive officers should include a mix of both cash and equity-based compensation that
reward performance as measured against established goals. As a result, the principal elements of
our executive compensation are base salary, non-equity incentive plan compensation, long-term
equity incentives generally in the form of stock options and/or restricted stock and
post-termination severance and acceleration of equity award vesting for certain named executive
officers upon termination and/or a change in control.

Our goal is to maintain an executive compensation program that will fairly compensate our
executives, attract and retain qualified executives who are able to contribute to our long-term
success, induce performance consistent with clearly defined corporate goals and align our
executives’ long-term interests with those of our shareholders. The decision on the total
compensation for our executive officers is based primarily upon an assessment of each individual’s
performance and the potential to enhance long-term stockholder value. Often, judgment is relied
upon and not upon rigid guidelines or formulas in determining the amount and mix of compensation
for each executive officer. Factors affecting such judgment include performance compared to
strategic goals established for the individual and the Company at the beginning of the year, the
nature and scope of the executive’s responsibilities, and effectiveness in leading initiatives to
achieve corporate goals.

Role of Executive Officers in Compensation Decisions

The Compensation Committee is responsible for setting the compensation of our Chief Executive
Officer and also reviewing and approving our Chief Executive Officer’s decisions relevant to the
compensation of our other executive officers. Our Chief Executive Officer, Chief Financial Officer
and Vice President of Human Resources support the Compensation Committee in its work by providing
information relating to our financial plans, performance assessments of our executive officers and
other personnel-related data. In addition, the Compensation Committee has authority under its
charter to engage outside advisors and experts for advice as appropriate.

Peer Analysis of Executive Compensation

In the fourth quarter of fiscal 2008, we engaged Radford Surveys + Consulting (“Radford”) to
conduct a review and provide peer analysis information for structuring our base salary and
non-equity incentive plan compensation programs. The Compensation Committee and Management used
this data to ensure that our compensation programs are optimally structured to retain our highly
experienced executive management team, to keep management focused during the expected period of
growth following our initial public offering, to motivate management to maximize stockholder value
and to align our compensation practices with other technology industry companies of similar size.
Radford provided compensation survey data from 50 technology industry companies with annual
revenue in the range of $150 million to $300 million. A partial list of the companies included in
the survey include Advent Software, Inc., Ariba, Inc., Bigband Networks, Inc., Borland Software
Corporation, Cognex Corporation, Dot Hill Systems Corporation, Exponent, Inc., I2 Technologies,
Inc., Intervoice, Inc., Interwoven, Inc., Iomega Corporation, Macrovision Corporation, Omnicell,
Inc., Openwave Systems, Inc., QAD, Inc., Radiant Systems, Inc., Shutterfly, Inc., Vicor
Corporation, Vignette Corporation, and Websense, Inc. The results of the Radford survey data and
the subsequent recommendations were presented to the Compensation Committee as part of our fiscal
2009 executive compensation decisions for base salary and non-equity incentive compensation.

In the third quarter of fiscal 2009, we updated our peer analysis of executive compensation
related to our equity compensation practices in anticipation of our fiscal 2010 long-term equity
incentive award that was granted in December 2008. Radford provided us with technology industry
survey data regarding the equity compensation of comparable executive positions at comparable
technology industry companies. This survey data consisted of 33 technology industry companies with
annual revenue in the range of $200 million to $500 million (median of $262 million) many of which
were the same companies identified in the survey data obtained during the fourth quarter of fiscal
2008 discussed above.

Components of Executive Compensation

The principal components of compensation for our executive officers are:

    •

    Base salary;

    •

    Non-equity incentive plan compensation;

    •

    Long-term equity incentives; and

    •

    Other benefits

Base salary

We provide our executive officers and other employees with base salary to compensate them for
services rendered during the fiscal year. We believe that our base salaries are competitive and we
generally target our executive officer base salaries against the 60th percentile and
total cash compensation against the 75th percentile of the technology industry survey
data obtained. These percentiles are being used because we have historically achieved revenue and
earnings growth that is in the top tier of companies in our industry. In some circumstances it may
be necessary to provide compensation above these levels; these circumstances include the need to
retain key individuals, to recognize roles that were larger in scope or accountability than
standard market positions and/or to reward individual performance.

2

Salary levels are typically reviewed annually each April as part of our performance review
process as well as upon a promotion or other change in job responsibility. In addition to
considering the analysis provided by Radford discussed above, the Compensation Committee considered
the scope of and accountability associated with each executive officer’s position, the performance
of each executive officer during fiscal 2008 and the overall experience of each executive officer
when approving base salary levels for fiscal 2009. For fiscal 2009, the base salaries accounted for
approximately 27% of total compensation for our Chief Executive Officer and 29% for our other named
executive officers. The table below shows the fiscal 2008 and 2009 base salary rates for each
named exec

CORRESP
1
filename1.htm

Correspondence

February 5, 2010

VIA EDGAR

Mr. Mark P. Schuman

Branch Chief — Legal

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Form 10-K for Fiscal Year Ended March 31, 2009

Filed May 19, 2009

File No. 001-33026

Dear Mr. Schuman:

This letter responds to the Staff’s comment letter dated January 27, 2010 addressed to N.
Robert Hammer, Chief Executive Officer of CommVault Systems, Inc. (the “Company”), regarding the
above-referenced filing. Set forth below are the Company’s responses to the Staff’s comments.
Numbered responses below correspond to the numbering in the Staff’s 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
treads and uncertainties, as well as the actions you are taking to address these
opportunities, challenges and risks, it appears that you have discussed the impact of certain
trends, such as cloud computing, during 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 that the trend, uncertainty or other event will occur or come to fruition, or that a
material effect on your liquidity, capital resources or results of operations is not
reasonably likely to occur. One of the principal objectives of MD&A is to provide information
about the quality and potential variability of a company’s earnings and cash flow, so that
readers can ascertain the likelihood that past performance is indicative of future
performance. Ascertaining this indicative value depends to a significant degree on the
quality of disclosure about the facts and circumstances surrounding known material trends and
uncertainties in MD&A. When drafting this section of future filings, please 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.

The Company will incorporate the required disclosures in future Form 10-K and Form 10-Q filings.
Please refer to page 18 within “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” contained in the Company’s Quarterly Report on Form 10-Q for the nine months
ended December 31, 2009 filed with the SEC on February 5, 2010.

Liquidity and Capital Resources, page 44

    2.

    We note the discussion of your stock repurchase program. This discussion should include an
analysis explaining the underlying 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 Release No. 33-8350. Please note that this comment also applies to your quarterly
reports on Form 10-Q.

The Company will incorporate the required disclosures in future Form 10-K and Form 10-Q filings.
Please refer to pages 30 and 31 within “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” contained in the Company’s Quarterly Report on Form 10-Q for the nine
months ended December 31, 2009 filed with the SEC on February 5, 2010.

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 provide a reasonably detailed explanation of the
reasons for the specific amount that you increased their base salary for fiscal 2009.

The Company will incorporate the required disclosures in future Proxy Statements that are
incorporated by Reference to its Form 10-K.

In addition, by March 15, 2010, the Company will provide the Staff with a revised version
of the fiscal 2009 “Executive Compensation” section contained within its Proxy Statement
filed on July 10, 2009. The revised disclosures will reflect the substance that the Company proposes to incorporate into future Proxy Statement filings. All proposed
changes will be marked to identify the proposed changes.

Non-Equity Incentive Plan Compensation, page 14

    4.

    Please provide a more detailed explanation of the company’s performance against the total
revenue target and linking the company’s performance against the target to the actual amounts
awarded to Messrs. Hammer, Bunte, and Miceli.

The Company will incorporate the required disclosures in future Proxy Statements that are
incorporated by Reference to its Form 10-K.

In addition, by March 15, 2010, the Company will provide the Staff with a revised version
of the fiscal 2009 “Executive Compensation” section contained within its Proxy Statement
filed on July 10, 2009. The revised disclosures will reflect the substance that the
Company proposes to incorporate into future Proxy Statement filings. All proposed changes
will be marked to identify the proposed changes.

    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 those set forth
for Mr. Hammer.

The Company will incorporate the required disclosures in future Proxy Statements that are
incorporated by Reference to its Form 10-K.

In addition, by March 15, 2010, the Company will provide the Staff with a revised version
of the fiscal 2009 “Executive Compensation” section contained within its Proxy Statement
filed on July 10, 2009. The revised disclosures will reflect the substance that the
Company proposes to incorporate into future Proxy Statement filings. All proposed changes
will be marked to identify the proposed changes.

    6.

    Please provide a more detailed explanation of the qualitative objectives for Messrs. Bunte
and Miceli, as well as how their performance against such objectives resulted in the specific
amount of non-equity incentive plan compensation they each received.

The Company will incorporate the required disclosures in future Proxy Statements that are
incorporated by Reference to its Form 10-K.

In addition, by March 15, 2010, the Company will provide the Staff with a revised version
of the fiscal 2009 “Executive Compensation” section contained within its Proxy Statement
filed on July 10, 2009. The revised disclosures will reflect the substance that the
Company proposes to incorporate into future Proxy Statement filings. All proposed changes
will be marked to identify the proposed changes.

    7.

    Please provide a more detailed explanation of the company’s quarterly performance against the
targets set for Messrs. Miiller and Rose, as well as how the performance against such targets
resulted in the specific amount of non-equity incentive plan compensation they each received.

The Company will incorporate the required disclosures in future Proxy Statements that are
incorporated by Reference to its Form 10-K.

In addition, by March 15, 2010, the Company will provide the Staff with a revised version
of the fiscal 2009 “Executive Compensation” section contained within its Proxy Statement
filed on July 10, 2009. The revised disclosures will reflect the substance that the
Company proposes to incorporate into future Proxy Statement filings. All proposed changes
will be marked to identify the proposed changes.

If you have any questions regarding the foregoing, feel free to contact Louis Miceli, Vice
President and Chief Financial Officer, at (732) 870-4004, or the undersigned at (732) 870-4622.

Sincerely,

/S/ N. Robert Hammer

N. Robert Hammer

Chairman, President and Chief Executive Officer

    Cc:

    Evan S. Jacobson, Barbara C. Jacobs

Mail Stop 4561
Via Mail and Facsimile to (732) 870-4525

 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

Mail Stop 4561

March 5, 2008

Mr. N. Robert Hammer
CommVault Systems, Inc. 2 Crescent Place Oceanport, New Jersey 07757

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 Mr. Hammer:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time on the specific issues raised.           S i n c e r e l y ,             Kathleen Collins         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

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 *

CORRESP
1
filename1.htm

LETTER TO THE S.E.C.

February 21, 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:

     We are in receipt of 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. Consistent with our discussion with your
staff on February 8, 2008, please let this letter serve as further confirmation of our intention to
respond to your letter by February 29, 2008.

     Should you have any questions regarding the foregoing, please contact Louis Miceli, Vice
President and Chief Financial Officer, at (732) 870-4004.

    Sincerely,

    /S/ N. Robert Hammer

    N. Robert Hammer

    Chairman, President and Chief Executive Officer

    cc:

    Jennifer Thompson, Securities and Exchange Commission

Mail Stop 4561

January 30, 2008

Mr. N. Robert Hammer
CommVault Systems, Inc. 2 Crescent Place Oceanport, New Jersey 07757

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 Mr. Hammer:

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 information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements 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 listed at the end of this letter.

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

Mr. N. Robert Hammer
CommVault Systems, Inc.
January 30, 2008 Page 2

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.
 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.
 Management’s Discussion and Analysis of Fi nancial 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.

Mr. N. Robert Hammer
CommVault Systems, Inc.
January 30, 2008 Page 3
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.

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

General

7. We note that you signed a distribution agreement with Arrow Electronics, Inc. in February 2007.  Please tell us whether you are now substantially dependent upon the distribution agreement with Arrow Electronics for purposes of Item 601 of Regulation S-K.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 31

Mr. N. Robert Hammer
CommVault Systems, Inc.
January 30, 2008 Page 4

8. To the extent that the decrease in software revenues in the U.S. derived from your direct sales force constitutes trend information, please address more specifically the driving forces behind any such trend in future filings.
 9. We note in your August 2, 2007 press release that you describe the launching in July 2007 of the Simpana 7.0 software suite as the “largest software release in CommVault’s history.”  This appears to be trend information the impact of which should be discussed in Management’s Discussion and Analysis.  Please ensure that you address quantitatively and qualitatively the effect the new data management software suite has had on your results of operations in light of your historical reliance on the Galaxy suite software sales.
 Definitive Proxy Statement on Schedule 14A

 Transactions with Related Persons, page 8

 10. In future filings incorporated by reference into the Form 10-K where there were no transactions with related persons, we suggest that you include an appropriate statement to this effect.  Please see Exchange Act Rule 12b-13 in this regard.
 Forms 8-K filed May 15, 2007, August 2, 2007, and October 30, 2007

 11. We note your presentation of certain non-GAAP financial measures in your earnings releases and have the following comments:

• We note that one of your adjusting items is noncash stock-based compensation expense.  Given your adoption of the fair value provisions of SFAS 123R on April 1, 2006, we assume that this will be a recurring expense for you, and it is unclear to us that you have provided all disclosures indicated by Item 10(e) of Regulation S-K, Question 8 of our Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures (our Non-GAAP FAQ), or SAB Topic 14G.  Please advise.

• We note that you have adjusted net income to include a non-GAAP provision for income taxes.  It is unclear to us how you determined that this adjustment was appropriate under Item 10(e) of Regulation S-K and the guidance in our Non-GAAP FAQ.  Please advise.

• We note your quantification of non-GAAP gross margins under the heading Fiscal 2008 Guidance.  Please explain to us why you have not reconciled this non-GAAP measure to its GAAP equivalent or provided the disclosures indicated by Item 10(e) of Regulati on S-K and the guidance in our Non-
GAAP FAQ for this measure.

Mr. N. Robert Hammer
CommVault Systems, Inc.
January 30, 2008 Page 5

• If you propose to change your disclosures in the future, please show us what
those disclosures would look like.

* * *

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 filing, you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your 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 the filing includes all information 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 disclosure 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 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Jennifer Thompson, Staff Accountant, at 202-551-3737, or me
at 202-551-3499 if you have any questions regarding comments on the financial statements and related matters.  Please address questions regarding all other comments to

Mr. N. Robert Hammer
CommVault Systems, Inc. January 30, 2008 Page 6
Maryse Mills-Apenteng, Staff Attorney, at 202-551-3457 or Barbara Jacobs, Assistant
Director, at 202-551-3735.

Sincerely,

Kathleen Collins Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

September 19, 2006

Securities and Exchange Commission

Division of Corporation Finance

Judiciary Plaza

450 Fifth Street, N.W.

Washington D.C. 20549

    Re:

    CommVault Systems, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-132550)

Ladies and Gentlemen:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby join in
the request of the Company that the effective date of the Registration Statement be accelerated so
that the Registration Statement may become effective by 3:00 p.m. EST on the Thursday of September
21, 2006 or as soon thereafter as practicable.

Sincerely,

CREDIT SUISSE SECURITIES (USA) LLC

GOLDMAN, SACHS & CO. INCORPORATED

As Representatives

    By:

    Credit Suisse Securities (USA) LLC

    /s/  Conrad Rubin

    Name:

    Conrad Rubin

    Title:

    Director and Counsel

CORRESP
1
filename1.htm

CORRESP

CommVault Systems, Inc.

2 Crescent Place

Oceanport, NJ 07757

September 19, 2006

BY
EDGAR & UPS

Securities and Exchange Commission

Division of Corporate Finance

Attention: Mark P. Shuman, Branch Chief — Legal

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    CommVault Systems, Inc. (“CommVault”)

    Registration Statement on Form S-1

    File No. 333-132550

Mr. Shuman:

          Pursuant to Rule 461 under the Securities Act of 1933, as amended, CommVault hereby
respectfully requests that the Securities and Exchange Commission (the “Commission”) take
such action as may be necessary and proper in order that the above-referenced Registration
Statement (the “Form S-1”) be declared effective at 3:00 p.m., eastern daylight time, on
Thursday, September 21, 2006, or as soon thereafter as practicable.

          In connection with this request, CommVault acknowledges that:

    1.

    should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

    2.

    the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve
CommVault from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

    3.

    CommVault may not assert the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

          In addition, in connection with the Registration Statement on Form 8-A (the “Form
8-A”) filed hereby by CommVault under the Securities Exchange Act of 1934, as amended, with
respect to its Common Stock, par value $0.01 per share (the “Common Stock”), CommVault
requests that the effective date be accelerated so that such Form 8-A will become effective upon
receipt by the Securities and Exchange Commission of a certification from The Nasdaq Stock Market
LLC that the Common Stock has been approved by it for listing and registration upon official notice
of issuance and upon evidence of satisfactory distribution.

Mr. Mark P. Shuman

September 19, 2006

Page 2

          Please call Philip Niehoff at (312) 701-7843 or Wendy Gallegos at (312) 701-8057 to provide
notice of the effectiveness of the Form S-1 and Form 8-A.

    Respectfully submitted,

    /s/ Warren H. Mondschein

    Warren H. Mondschein

    Vice President and General Counsel

CommVault Systems, Inc.

Room 4561

 August 18, 2006

Mr. N. Robert Hammer
Chairman of the Board, President and Chief Executive Officer
CommVault Systems, Inc.
2 Crescent Place
Oceanport, New Jersey 07757

Re: CommVault Systems, Inc.
 Amendment No. 3 to Registration Statement on Form S-1 filed August 7, 2006
 File No. 333-132550

Dear Mr. Hammer:

We have reviewed your amended filing and response letter dated August 7, 2006 and
have the following comments.

Amendment No. 3 to Registration Statement on Form S-1

1. We note your response to comment 3 of our letter dated July 19, 2006.  Where
appropriate, please provide specific disclosure regarding Mr. Hammer’s nonresident status at the location of your offices and include the assessment set forth in your response as to the impact of such a situation on his ability to manage CommVault.  Please quantify the amount of time that Mr. Hammer has physically spent in your offices and discuss the basis for reimbursing Mr. Hammer on his commuting and housing expenses.

*              *              *              *

As appropriate, please amend your registration statement in response to these comments.
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 supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

Mr. N. Robert Hammer
CommVault Systems, Inc.
August 18, 2006 Page 2
You may contact Kari Jin at (202) 551-3481 or Kathy Collins  at (202) 551-3499 if you
have questions regarding comments on the financial statements and related matters.  Please contact Daniel Lee at (202) 551-3477 or me at (202) 551-3462 with any other questions.  If you need
further assistance, you may contact Barbara Jacobs, Assistant Director, at (202) 551-3730.

 Sincerely,

 Mark P. Shuman
 Branch Chief – Legal

cc: Via Facsimile
 Philip J. Niehoff, Esq.
 John R. Sagan, Esq.
 Mayer, Brown, Rowe & Maw LLP
71 South Wacker Drive
Chicago, Illinois 60606
 Telephone: (312) 782-0600
 Facsimile: (312) 701-7711

Room 4561

 July 19, 2006

Mr. N. Robert Hammer
Chairman of the Board, President and Chief Executive Officer
CommVault Systems, Inc.
2 Crescent Place
Oceanport, New Jersey 07757

Re: CommVault Systems, Inc.
 Amendment No. 2 to Registration Statement on Form S-1 filed June 30, 2006
 File No. 333-132550

Dear Mr. Hammer:

We have reviewed your amended filing and response letter dated May 3, 2006 and have
the following comments.

Amendment No. 2 to Registration Statement on Form S-1

General

1. Please note comment 2 of our letter dated April 13, 2006.  We note a number of blank
spaces throughout your registration statement for information that you are not entitled to omit under Rule 430A of the Securities Act.  In particular, we note that option information in the tables presented on pages 72 and 73 that otherwise does not require pricing information to complete is missing.  In light of the recent end of your fiscal year, it appears that such information should be readily ascertained and presented.

2. We note that you have not yet provided price ranges for this offering.  We will continue to process your amendments without price ranges.  However, since the price range triggers a number of disclosure matters, please note that we will need sufficient time to process the amendment when it is included.  Please understand that its effect on disclosure throughout the document may cause us to raise issues on areas not previously commented upon.

Risk Factors

3. We note your disclosure on page 70 of expenses paid to Mr. Hammer for his travel and living accommodations in light of his residence in Florida.  It appears that Mr. Hammer’s

Mr. N. Robert Hammer
CommVault Systems, Inc.
July 19, 2006 Page 2
residence in Florida and his availability in your offices and for your business raise a risk that warrant discussion in this section.  Please quantify the amount of time that Mr. Hammer is generally expected to spend physically in your offices in New Jersey, if not otherwise traveling for business, and whether the maintenance of his residency in Florida requires him to spend a threshold amount of time there.  Please also address the basis for relying on a nonresident chief executive officer as opposed to a resident chief executive officer.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Critical Accounting Policies

Revenue Recognition, page 40

4. We note your disclosure on page 41 and your discussion of the material weakness related to your revenue recognition procedures for certain multiple-element arrangements.  It appears that you were previously recognizing software revenue under the residual method before persuasive evidence of an arrangement existed for the professional services element (the undelivered element) in such arrangements.  What impact did this weakness have on your revenues recognized in  fiscal 2005 and 2004?  Also, explain why
a statement of work is only required for professional services performed in conjunction with multiple-element arrangements.  What do you use as persuasive evidence of an arrangement for professional services that are performed on a stand-alone basis?

Stock-based Compensation, page 41

5. We note that you refer to an unrelated valuation specialist to determine the fair value of your common stock retroactively.  When you refer to an independent valuation or appraisal, disclose the name of expert and include the expert’s consent with the filing.  Refer to Rule 436(b) under the Securities Act.  Alternatively, you may remove this reference.  Please revise Note 9 and elsewhere throughout the document accordingly.

6. We note your response to comment 11 of our letter dated May 26, 2006 and the valuation information included in your supplemental materials binder and your revised disclosure in management’s discussion and analysis.  With respect to such information please explain the following and revise your disclosure to include a discussion of each:

ƒ Explain the probability weighting of 80 percent to the income approach and 20 percent to the market approach used in the third-party valuation analyses under the “remains private” scenario and the reasons for such weighting.

ƒ Explain your use of a 25 percent discount in your income approach analysis under the “remains private” scenario at January 2005 and your use of a 20 percent discount for

Mr. N. Robert Hammer
CommVault Systems, Inc.
July 19, 2006 Page 3
the remainder of your valuation dates and the reasons for each.  Provide a similar analysis for the discounts used in your fair value approach under the “public company” scenario.

ƒ Provide a discussion of the specific factors considered in selecting the comparable companies used in the market approach.

ƒ We note your response to comment 15 of our letter dated May 26, 2006 where you indicate certain factors considered in determining the 35 percent marketability discount in your “remains private” analysis.  Please explain and disclose how you applied these factors in determining that a discount of 35 percent was appropriate.

ƒ Explain why the probability weighting for the public company scenario increased by only 500 basis points from 60 percent at November 3, 2005 to 65 percent at January 10, 2006 when you had actually initiated the offering process.

7. We further note that your expanded discussion of the reassessed fair value of your common stock for each grant date does not include a discussion of the factors that contributed to the difference between the fair value as of
the date of each grant and the
estimated offering price .  Your discussion should clarify the reasons for any difference
between the fair value at each option grant date and the estimated offering price range.  See paragraph 182 of the AICPA Practice Aid for Valuation of Privately-Held-Company
Equity Securities Issued as Compensation.   Please revise accordingly.

Financial Statements

Note 2. Summary of Significant Accounting Policies

Net Income (Loss) Attributable to Common Stockholders per Share, page F-11

8. We note your response to comment 26 of our letter dated May 26, 2006 and your revised disclosures on page F-12 where you include the dilutive effect of stock options and common stock warrants in your calculations of earnings per share for the year ended March 31, 2006.  Please provide your calculations to support the stock options for 4,384,000 shares of common stock and warrants for 430,000 shares of common stock included in your determination of diluted earnings per share.

Note 7. Cumulative Redeemable Convertible Preferred Stock: Series A through E, page F-18

9. We note your response to comment 57 of our letter dated April 13, 2006 where you indicated that since the shares of Series A,  B, C, D and E preferred stock were issued
when the underlying common stock was worthless, you determined that any value ascribed to the beneficial conversion feature was de minimus.

Mr. N. Robert Hammer
CommVault Systems, Inc.
July 19, 2006 Page 4

ƒ Tell us the fair value of the common stock at the issuance date for each of the Series A, B, C, D and E preferred stock and tell us how you determined such value.  We note from your response to comment 29 of our letter dated May 26, 2006 that based on a contemporaneous valuation performed by an unrelated third-party valuation specialist, you determined the fair value of your common stock in April 2000 and November 2000 to be $2.50 and $4.00, respectively.  Explain how the fair values as determined on the dates you issued the Series A through E preferred stock compare to the fair values as determined by the valuation specialist and discuss the significant factors that contributed to the difference between such values.

ƒ Tell us how you determined the amount of the beneficial conversion feature at each date.  In this regard, we note that upon conversion, the stockholder will receive cash proceeds equal to their initial investment in the preferred stock
in addition  to four
shares of common stock for each share of preferred stock.  Tell us how you considered this information in your calculations of the beneficial conversion feature.  We refer you to Issue 15 of EITF 00-27, by analogy.

Considering that the conversion of the preferred stock is contingent upon stockholder approval, tell us how you determined when the beneficial conversion feature should be recognized.  We refer you to Issue 2 of EITF 00-27.

Item 15. Recent Sales of Unregistered Securities.

10. We note your disclosure regarding the issuance of shares to certain holders of preferred stock triggered by their preemptive rights with respect to the issuance of shares to Dell Ventures upon Dell Ventures’ cashless exercise of a warrant.  We further note your statement that the holders paid no consideration for the shares.  Revise to explain the mechanics of the cashless exercise feature and describe in quantitative terms how that arrangement for the exercise of the warrants was applied in this circumstance.  Please explain the basis upon which you state that cashless exercise of Dell Ventures’ warrant involved “no consideration.”

*              *              *              *

As appropriate, please amend your registration statement in response to these comments.
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 supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

Mr. N. Robert Hammer
CommVault Systems, Inc.
July 19, 2006 Page 5

You may contact Kari Jin at (202) 551-3481 or Kathy Collins  at (202) 551-3499 if you
have questions regarding comments on the financial statements and related matters.  Please contact Daniel Lee at (202) 551-3477 or me at (202) 551-3462 with any other questions.  If you need
further assistance, you may contact Barbara Jacobs, Assistant Director, at (202) 551-3730.

 Sincerely,

 Mark P. Shuman
 Branch Chief – Legal

cc: Via Facsimile
 Philip J. Niehoff, Esq.
 John R. Sagan, Esq.
 Mayer, Brown, Rowe & Maw LLP
71 South Wacker Drive
Chicago, Illinois 60606
 Telephone: (312) 782-0600
 Facsimile: (312) 701-7711

Room 4561

 May 26, 2006

Mr. N. Robert Hammer
Chairman of the Board, President and Chief Executive Officer
CommVault Systems, Inc.
2 Crescent Place
Oceanport, New Jersey 07757

Re: CommVault Systems, Inc.
 Amendment No. 1 to Registration Statement on Form S-1 filed May 3, 2006
 File No. 333-132550

Dear Mr. Hammer:

We have reviewed your amended filing and response letter dated May 3, 2006 and have
the following comments.

Amendment No. 1 to Registration Statement on Form S-1

Inside Front Cover Page

1. We note your response to comment 4 of our letter dated April 13, 2006; however, your
artwork continues to contain extensive narrative text that is difficult to follow.  As noted in our prior comment, please limit your graphic artwork to a pictorial or graphic representation of your products or business and use text only to the extent necessary to explain briefly the visuals in the presentation.  We note your response that the current text is necessary to explain the visuals presented in the graphic.  The text, however, currently appears too excessive and overwhelms the visual presentation.  Please refer to Section VIII of our March 31, 2001 update to our Current Issues and Rulemaking Projects outline for additional guidance and revise accordingly.

Prospectus Summary, page 1

2. We note your revised disclosure in response to comment 6 of our letter dated April 13, 2006.  Please elaborate or quantify on your use of the term “significant deployment.”

3. In your response to comment 7 of our letter dated April 13, 2006 you indicate that the marketing studies you excerpt are not available to the public without cost or at nominal cost.  As such, please provide consents of the authors of the referenced reports that

Mr. N. Robert Hammer
CommVault Systems, Inc.
May 26, 2006 Page 2
conform to Rule 436 under the Securities Act and Item 601(b)(23) of Regulation S-K.  Alternatively, eliminate the reference to the authorities you cite and indicate that the market data you summarize in the prospectus represent the views of Commvault.

4. We note your response to comment 22 of our letter dated April 13, 2006 and your disclosure in liquidity and capital resources on page 47 summarizing your private placements.  Please briefly summarize these private placements in your prospectus summary and relate them to the transactions planned in connection with the offering.  Please also briefly discuss the interests of Credit Suisse in the transactions.

5. It appears that the letter agreement dated February 8, 2002 you mention in your response to comment 11 of our letter dated April 13, 2006 should be filed as an exhibit to your registration statement pursuant to Item 601(b)(10)(i) of Regulation S-K.

6. With respect to your response to comment 12 of our letter dated April 13, 2006, please advise us whether each investor is an accredited investor.  Please also provide for our review any agreements related to your concurrent private placement.  We further note your response to comment 44 of our letter dated April 13, 2006 as to the private placement agreements.  It appears that the filing of such agreements may be necessary pursuant to Items 601(b)(10)(i) and (ii)(A) of Regulation S-K.  Please file or otherwise advise.

7. We note your response to comment 17 of our letter dated April 13, 2006.  Please briefly discuss in your prospectus summary the fact that a substantial portion of your revenue has been derived from one product in your suite of products.  Please also elaborate in your management’s discussion and analysis as to whether you plan to continue to substantially derive your revenue from this product.

Risk Factors

We anticipate that an increasing portion of our revenues will depend…, page 12

8. We note your response to comment 15 of our letter dated April 13, 2006.  Dell is a significant seller of computer hardware.  Notwithstanding your response that Dell has no minimum sales requirements or marketing obligations, your arrangement with Dell through your agreements affords you the ability to have your software offered to Dell’s large customer base.  Your agreements with Dell constitute 18 percent of your revenue for the nine months ended December 31, 2005.  Accordingly, it appears that you are dependent on your arrangement with Dell through your agreements for a significant portion of your revenue and, as a result, such agreements are material pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K.  Please f ile such agreements or further advise us
otherwise.

Mr. N. Robert Hammer
CommVault Systems, Inc.
May 26, 2006 Page 3
Credit Suisse Securities (USA) LLC, an underwriter in this offering, has an interest…, page 23

9. Please elaborate on the specific risks to the offering posed by the conflict of interest of Credit Suisse such as any risks relating to the pricing or execution of the offering.

Approximately  % of our outstanding common stock has been deposited…, page 23

10. Please elaborate further here or elsewhere, as appropriate, on the criteria, if any, used by the trustee in determining whether or not to vote on a matter.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Critical Accounting Policies

Stock-Based Compensation, page 39

11. In your response, you indicate that you considered the disclosure guidance set forth in the AICPA’s Audit and Accounting Practice Aids (t he Practice Aid).  It is not clear from
existing disclosure that you have addressed how your stock-based compensation valuation reflects the best practice for privately held equity valuation.  Please address following:

ƒ In your management’s discussion and analysis of stock-based compensation, disclose the intrinsic value of outstanding vested and unvested options based on the estimated offering price and the options outstanding as of the most recent balance sheet date presented in the registration statement.

ƒ In your management’s discussion and analysis and Note 9, expand your disclosure to address how each of the factors you disclose contributed to the difference between the fair value as of the
date of each grant  and the estimated offering price.  Your
discussion should clarify the reasons for any difference between the fair value at each option grant date and the estimated option price range.

Supplemental Material Binder, Tab E

12. We note the supplemental information provided in Tab E, which includes an interoffice memorandum that discusses the valuation methodology and assumptions used to fair value the company’s option grants.  Please provide a copy of the actual valuation analysis that includes your revenue or earnings projections and the list of comparable companies used by the board of directors to determine the fair value of your common stock for
each
grant date .  Also, confirm to us that your revenue and operating projection assumptions
are consistent with internal projections that were used by management, presented to the

Mr. N. Robert Hammer
CommVault Systems, Inc.
May 26, 2006 Page 4
board of directors, provided to your banke rs and underwriters, and/or used by other
parties.

13. Confirm to us that comparable companies were used for the market approach at each valuation date and tell us how management determined that the companies used in your valuation were in fact comparable.

14. We note that the fair value of your common stock as of January 2005, May 2005, July 2005 and November 2005 as disclosed on page F-23 of your prospectus does not agree to the information disclosed on page 2 in Tab E to your supplemental material.  Please explain.

15. We note that you applied a marketability discount rate of 15 percent for options granted on January 2005, May 2005, July 2005 and September 2005.  Please explain to us how you determined that this discount rate of 15 percent demonstrates an objective determination of fair value.

16. In page 8 of the supplemental material binder, Tab E, you indicate that “[t]he most important factor in reconciling and explaining the difference between the fair values of
[y]our common stock and an estimated IPO price of $7.00 per share is [y]our achievement of anticipated earnings in Q4 FY 06 and the increased confidence that outside analysts and underwriters have in us ing [y]our projected CY 07 projections for
IPO valuation purpose.”  You further indicate that “[w]ith the benefit of hindsight, the Company believes that using the mid-point of the estimated offering range of $7.00 per share is an objective demonstration of FMV for the January, March and April 2006 grants.”  We further note, that you “used a marketability discount rate of 20% for the January 2006 grant, 15% for the March 2006 grant and 10% for the April 2006 grant given the risks and uncertainties of proceeding with an IPO.”  Explain to us the objective evidence that supports each discount rate used in 2006.  Please note that use of “rule of thumb” discounts is not an appropriate method of estimating the fair value of your stock.  See footnote 4 to paragraph 4 of the Practice Aid.

17. Please tell us what consideration your auditors gave to consultation with their national office regarding your stock valuation accounting and disclosure.

Management, page 63

18. Please ensure that your disclosure conforms to the requirements of Item 401 of Regulation S-K.  We note, for example, that Mr. Fanzilli’s disclosure does not appear to fully account for the past five years with respect to his business experience.

Mr. N. Robert Hammer
CommVault Systems, Inc.
May 26, 2006 Page 5
19. We note your response to comment 36 of our letter dated April 13, 2006.  It appears that disclosure relating to Item 404 of Regulation S-K has been made with respect to members of your compensation committee.  Accordingly, disclosure pursuant to Item 402(j)(iii) of Regulation S-K appears necessa ry.  Please further advise us of any
relationship the company has with Francisco Partners.

Stock Option Grants in Last Fiscal Year, page 69

20. Please advise us how you plan to value the options disclosed pursuant to Item 402(c) of Regulation S-K.  We note your reference in your response to comment 37 of our letter dated April 13, 2006 to the materials regarding your valuation process.  We suggest that you use the midpoint of your offering price for purposes of Item 402(c) as the use of that number will inform investors of the impact of the offering on the holders of the options.  Please see Instruction 7 to Item 402(c), Release No. 34-32723 and Interpretation J.17 of our July 1997 Manual of Publicly Available Telephone Interpretations.  Otherwise, you should discuss in a footnote the valuation method and assumptions used and in determining the fair market value of the options in accordance with Instruction 9 to Item 402(c).

The Concurrent Private Placement, page 73

21. Please advise us where such preemptive rights are set forth.  Further, it appears that the agreement setting forth such rights should be filed with your registration statement pursuant to Items 601(b)(10)(i) and (ii)(A) of Regulation S-K.

22. We note your response to comment 39 of our letter dated April 13, 2006.  Notwithstanding your disclosure here in your prospectus as opposed to Item 15 to your registration statement on this concurrent sale of unregistered securities, Item 701(d) of Regulation S-K requires brief disclosure of “the facts relied upon to make the exemption
available.”  Ensure that the information regarding the basis for your conclusion of the availability of the exemption relied upon conveys specific information that addresses each unregistered transaction in the three-year period.  Please make such disclosure here or as required in Item 15 to your registration statement.

Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page F-9

23. We note your response to comment 50 of our letter dated April 13, 2006 and your revised disclosure with regards to your revenue recognition policy and the rolling 12-month analysis you performed to determine VSOE for your PCS.  Provide a copy of your VSOE

Mr. N. Robert Hammer
CommVault Systems, Inc.
May 26, 2006 Page 6
analysis.  If the VSOE varies from customer to customer within different classes, then tell us how you determined that you can reasonably estimate fair value.  Tell us how you considered paragraphs 10 and 57 of SOP 97-2 in your analysis.

24. We note your response to comment 51 of our letter dated April 13, 2006 and your revised disclosure in Note 2 with regards to VSOE for other professional services.  Tell us how often the daily or weekly rates have changed during the periods presented and provide us a list of the rate changes during such periods.

Net Income (Loss) Attributable to Common Stockholders per Share, page F-11

25. We note your response to comment 54 of our letter dated April 13, 2006 and your revised disclosure in Note 2.  With regards to this information, please explain the following:

ƒ Your response indicated that you determined the shares of Series A, B, C, D and E preferred stock and shares of Series AA, BB and CC preferred stock are participating
securities due to their participation rights related to cash dividends declared to the common stockholders.  Please explain these rights and revise your disclosures in Notes 7 and 8 to include a discussion of such rights for each issuance pursuant to SFAS 129.

ƒ Please explain why your calculations of diluted earnings per share on the if-converted method for the nine months ended December 31, 2005 does not include the dilutive affects of the convertible preferred stock on an if-converted basis.  See Issue 6 to EITF 03-6.

ƒ Your calculations of basic earnings per share do not appear to first reduce income from continuing operations by the amount of dividends declared or the contractual amount of dividends due on the preferred stock.  Please explain.

ƒ Also, tell us why your calculations of basic earnings per share under the two-step method allocated a portion of the undistributed net income to Series AA, BB and CC preferred stock and not to the Series A, B,  C, D and E preferred stock.  Please provide
the support to your calculations of the undistributed earnings.

26. We note your response to comment 55 of our letter dated April 13, 2006 where you indicate that you did not calculate the fair value of your common stock as of December 31, 2005.  What value did you use at December 31, 2005 and how was such value determined?  Tell us how you determined that it was appropriate to exclude the 2,030,000 shares subject to stock options and 4,615,000 shares subject to warrants from your computation of diluted net income attributable to common stockholders per share at December 31, 2005.

Mr. N. Robert Hammer
CommVault Systems, Inc.
May 26, 2006 Page 7
Note 7. Cumulative Redeemable Convertible Preferred Stock: Series A through E, page F-18

27. We note your response to comment 56 of our letter dated April 13, 2006 where you indicate that you believes the key determinant in evaluating the nature of the host instrument is the absence of a mandatory
 redemption feature.  While we note that these
preferred securities do not have a mandatory redemption feature, we also note that you have classified the Series A through E preferred stock issuances in the mezzanine section of the balance sheet pursuant to ASR 268 a nd EITF D-98.  Classification outside of
equity indicates that these securities have a redemption feature that is outside the control of the company and also may be an indicator that these securities are more akin to debt as they have a maturity feature, that while it may not be mandatory, it is not within your control.  Please reconcile your analysis of ASR 268 and EITF D-98 and your decision to classify these securities outside of permanent equity to your analysis of paragraph 61(l) of SFAS 133 where you concluded the preferred stock issuances were more akin to equity.

28. Al

Room 4561

 April 13, 2006

Mr. N. Robert Hammer
Chairman of the Board, President and Chief Executive Officer
CommVault Systems, Inc.
2 Crescent Place
Oceanport, New Jersey 07757

Re: CommVault Systems, Inc.
 Registration Statement on Form S-1 filed March 17, 2006
 File No. 333-132550

Dear Mr. Hammer:

We have reviewed your filing and have the following comments.  Where 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 or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements 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 listed at the end of this letter.

Registration Statement on Form S-1

1. We will process this filing and your amendments without price ranges.  Since the price range triggers a number of disclosure matters, we will need sufficient time to process the amendment when it is included.  Please understand that its effect on disclosure throughout the document may cause us to raise issues on areas not previously commented upon.

2. We note a number of blank spaces throughout your registration statement for information that you are not entitled to omit under Rule 430A.  Examples of omitted information you must provide include the number of shares to be offered and the number of shares to be sold by selling stockholders on the cover.  Any preliminary prospectus should fill in all

Mr. N. Robert Hammer
CommVault Systems, Inc.
April 13, 2006 Page 2
blanks throughout the registration statement except for the specific information that Rule 430A allows you to omit, and should be part of a pre-effective amendment.  Please see Section II.A.7 of Release No. 33-6714.  Also, c onfirm that you have not circulated copies
of the registration statement and will not circulate until you include an estimated price range and maximum number of shares, and all other information except information you may exclude in reliance upon Rule 430A.

3. If the effective date of the registration statement is delayed, update the financial statements pursuant to Rule 3-12 of Regulation S-X.

Inside Front Cover Page

4. We note that your graphic artwork contains extensive narrative text, which in some instances appears to not otherwise be discussed in your prospectus.  For example, the term “unified data management software” does not appear to be discussed or explained elsewhere in your prospectus.  Please limit your graphic artwork to a pictorial or graphic
representation of your products or business and use text only to the extent necessary to explain briefly the visuals in the presentation.  The text should not be excessive or overwhelm the visual presentation.  Please refer to Section VIII of our March 31, 2001 update to our Current Issues and Rulemaking Projects outline for additional guidance and revise accordingly.

Prospectus Summary, page 1

5. Please provide us support for your statement, in this summary and elsewhere in the prospectus, that you are “a leading global provider of data management software applications and related services.”  Additionally, expand your disclosure to state concisely the basis on which the leadership claim is made.  In your response tell us how you compare to your competitors in quantitative or qualitative terms and consider appropriate disclosure in this respect.

6. We note your list of customers here and elsewhere in your prospectus.  Please disclose the criteria you used to determine which of your customers were to be disclosed in the prospectus.

7. With respect to any third-party statements in your prospectus such as the market information by the International Data Corporation and Gartner presented here, please provide us with support for such statements.  To expedite our review, please clearly mark each source to highlight the applicable portion or section containing the statistic and cross-reference it to the appropriate location in your prospectus.  Also, tell us whether the source of each statistic is publicly available without cost or at a nominal expense.

Mr. N. Robert Hammer
CommVault Systems, Inc.
April 13, 2006 Page 3
8. You state here on page 3 and elsewhere that you intend “to introduce new software applications beyond the traditional data and storage management category.”  Please provide a concise description here and a materially complete discussion elsewhere, as appropriate, on the markets you are planning to expand into as well as any development you are currently undertaking to facilitate such an expansion.

9. We note that your use of terms such as “storage resource discovery and usage tracking,” “data classification,” “storage arrays,” “tiered storage infrastructures,” and “storage area networks (SANs) and network-attached storage (NAS).”  Please keep in mind our plain English principles regarding the use of industry jargon and terms unfamiliar to the average investor.  Please refer to Section VIII of our March 31, 2001 update to our Current Issues and Rulemaking Projects outline for additional guidance.

Transactions in Connection With the Offering, page 4

10. Please elaborate here and elsewhere in your prospectus on the basis for the determination of the $47 million to be paid to holders of Series A, B, C, D and E preferred stock in addition to accumulated and unpaid dividends upon the conversion of such preferred stock.  Are these payments required under the terms of the preferred stock series in the charter?

11. Please provide us your analysis regarding the exemption from the registration requirements of the Securities Act on which you are relying for the issuance of common stock upon conversion of your currently outst anding preferred stock, particularly your
Series A, B, C, D and E preferred stock.  Please advise us whether the commitment to effect such conversion was unconditional and binding prior to the filing of your registration statement and whether any additional consideration or negotiation was undertaken to cause the conversion of your preferred stock to occur upon the offering.  Please file your current charter and any other applicable agreements with respect to the rights of your preferred stock as exhibits to your registration statement.

12. Please provide us your detailed analysis as to why your concurrent private placement should not be integrated with your public offering.  We note that the private placement has not been solely limited to qualified institutional buyers or institutional accredited investors.  Please further advise us whether you plan to register any of the shares sold in the concurrent private placement in this registration statement for resale on behalf of any investor.

Risk Factors

13. Please include a discussion regarding the risks related to any conflicts that may exist as a result of Credit Suisse’s interest in you and their role as an underwriter in your offering.  The retention of a qualified independent underwriter to establish a maximum price and to

Mr. N. Robert Hammer
CommVault Systems, Inc.
April 13, 2006 Page 4
conduct due diligence in the offering process does not eliminate the potential conflict.  The risk factor should be clear in concisely describing the interest of Credit Suisse as a direct or indirect preferred stock holder as well as the securities and other consideration it will receive (directly and indirectly).

We anticipate that an increasing portion of our revenues will depend…, page 12

14. Please disclose the portion of your revenues that is generated by your arrangements with original equipment manufacturers.  We note your disclosure of the portion of your revenues generated by your arrangements with Dell.

15. The agreements governing your relationship with Dell represent 18 percent of your revenues for the nine months ended December 31, 2005.  Please file the agreements with Dell and any other customers that represent over 10 percent of your revenues as exhibits or advise why you are not required to file these exhibits.  Please see Item 601(b)(10)(ii)(B) of Regulation S-K.  Further, please disclose the duration of your relationships with your significant customers here or elsewhere in your prospectus, as
appropriate.

We rely on indirect sales channels…, page 14

16. Please identify any resellers that represent over 10 percent of your revenues.  As suggested above, it appears you would be substantially dependent upon any agreements with such resellers and that you would need to file those exhibits pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K.

Sales of only a few of our software appli cations make up a substantial portion…, page 14

17. Please elaborate here and elsewhere in your prospectus such as in management’s discussion and analysis and business, as a ppropriate, what software applications are
material to your business and the portion of your revenues represented by such applications.

We encounter long sales and implementation cycles…, page 15

18. Please elaborate on the typical or average amount of time involved in your sales and implementation cycles.

Our services revenue produces lower gross margins than our license revenue…, page 16

19. Please detail in this risk factor the gross margin of your services and license revenues in order to provide a context for the risk being discussed.

Mr. N. Robert Hammer
CommVault Systems, Inc.
April 13, 2006 Page 5
We cannot predict our future capital needs…, page 20

20. Please disclose whether you presently have any plans, proposals or arrangements to acquire a business, technology, product or service.  If so, please disclose by including materially complete descriptions of the future acquisition here or elsewhere in your prospectus.  If not, please state that you have no such plans, proposals, or arrangements, written or otherwise, at this time.

Approximately % of our outstanding common stock has been deposited…, page 23

21. Please elaborate here and in your later discussion regarding the voting trust on how the trustee determines whether to vote the shares held in trust.  Does the voting trustee have a contractual obligation to solicit the views of the holders of beneficial interest in the trust?  We note that in certain actions the effect of a non-vote by the trustee would be the equivalent of a vote against the matter.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Overview, page 35

22. We note your disclosure regarding the management buyout in May 1996 funded by Donaldson, Lufkin & Jenrette Merchant Banking and the Sprout Group.  As proceeds from this offering will be used to satisfy obligations from your financing transactions, please include a materially complete discussion of the current financing arrangements and concisely explain how they relate to the borrowings associated with the buyout.  Please also provide a summary discussion with respect to these financing transactions in your discussion on page 4 of your summary including disclosure of the amount invested for the Series A, B, C, D and E preferred stock.

23. Management’s discussion and analysis should include disclosure based on currently known trends, events and uncertainties that are reasonably expected to have material effects upon you.  In this regard, we note your di scussion in risk factors regarding the risk
of increasing services revenue and its effect on your gross margins as well as the fact that a few software applications make up a si gnificant portion of your revenues.  Please
discuss any known material trends relating to the growth of your services revenue.  Please also discuss when the significant software applications are subject to obsolescence and any plans to update such applications, if necessary.  Please quantify the expected effects of these and other known, material trends, events and uncertainties on your future results to the extent possible.  Please see Section III.B.3 of Release No. 33-8350 for additional guidance.

Mr. N. Robert Hammer
CommVault Systems, Inc.
April 13, 2006 Page 6
24. Please discuss the portions of your revenues attributable to direct and indirect sales and whether you have any plans to focus growth and development on one as opposed to the other.

Critical Accounting Policies

Revenue Recognition, page 36

25. As presented, the critical accounting policy for revenue recognition is a restatement of the policy in the notes to the financial statements and does not serve as a supplement to the notes of the financial statements.  The critical accounting policy for revenue recognition should describe how estimates and related assumptions were derived, how accurate the estimates and assumptions have been in the past, and whether the estimates and assumptions are reasonably likely to change in the future.  You should provide quantitative as well as qualitative information when information is reasonably available.  See Release No. 33-8350 and revise as appropriate.

Stock-Based Compensation, page 37

26. Please tell us if you considered the guidance provided by the AICPA Practice Aid “Valuation of Privately-Held-Company Equity Securities Issued as Compensation” to determine the fair value of your common stock for all options.

27. We note that you did not obtain a contemporaneous valuation by an unrelated specialist because you believe that your internal valuation was sufficient.  We further note that you based the valuation on revenues or earnings multiples of comparable companies and applied a discount.  Please revise to address the following:

ƒ Discuss each significant factor contributing to the difference between the fair value as of the date of each grant and the estimated offering price; and

ƒ Complete your disclosure on the intrinsic value of outstanding vested and unvested options based on the estimated offering price and the options outstanding as of the most recent balance sheet date presented in the registration statement.

Refer to disclosure guidance in paragraphs 180-182 of the AICPA Practice Aid.

Results of Operations, page 39

28. Please quantify the impact of each identified source for material changes from period to period in line items of your financial statements.  For example, you attribute the increase in your cost of services revenue and sales and marketing expense for the periods you

Mr. N. Robert Hammer
CommVault Systems, Inc.
April 13, 2006 Page 7
have compared to various sources without quantifying the impact of each source.  As disclosed, your sales and marketing expense for the nine months ended December 31, 2005 increased $5.7 million as a result of “higher headcount and increased commission expense.”  To the extent material, discuss how much each source contributed to the $5.7 million increase.  Please also detail in quantitative terms any material changes in the prices for software and services over the three-year period and the extent to which price changes as opposed to volume changes affected revenue fluctuations.  Please review your disclosure in light of this comment and revise as appropriate.

Nine months ended December 31, 2005…, page 29

29. We note your statement under your software revenue discussion that the increase in such revenue was “primarily the result of [y]our addition of new customers, broader acceptance of [y]our software applications and increased sales through [y]our direct
channels and by [y]our resellers and original equipment