JDA Software (JDAS) CORRESP Correspondence with SEC

March 10, 2009

VIA EDGAR

Mr. Mark Kronforst
Accounting Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C. 20549

Re:  JDA Software Group, Inc.
Response to your letter dated February 24, 2009 concerning Definitive Proxy
Statement on Schedule 14A filed April 11, 2008, File No. 000-27876

Dear Mr. Kronforst:

     We have received your letter dated February 24, 2009 regarding your additional comments in connection with our response letter dated February 2, 2009 and the above-referenced filing. Below is our written response to your comment.

Definitive Proxy Statement Filed April 11, 2008

Comment 1. —Executive Compensation, Compensation Elements in 2007, page 20. We have reviewed your responses to prior comment numbers 1 and 2. We do not believe that the revised tabular disclosure set forth in your response conforms to the disclosure requirements of Item 402(d) of Regulation S-K. The tabular disclosure you have included on page 2 of your response for your cash incentive plan omits columns (c) and (e) of the table. See Item 402(d)(2)(iii) of Regulation S-K. In addition, the table includes three columns (“Actual Awards Paid in 2007,” “Actual Awards Paid in 2008,” and “Total Actual Awards Paid”) that are not contemplated by Item 402(d). Similarly, the tabular disclosure on page 4 for your equity incentive plan appears to omit column (f), and includes a column (“Actual Awards”) not contemplated by Item 402(d). See Item 402(d)(2)(iv) of Regulation S-K. Please Advise.

     We have revised our tabular disclosure to conform to the disclosure requirements of Item 402(d) of Regulation S-K, as well as providing footnote disclosures to further explain columns (c) and (e). Please seeExhibit A attached hereto. We will conform our future tabular disclosures toExhibit A in all future filings with the SEC.

Mr. Mark Kronforst
Page 2
March 10, 2009

     Please feel free to contact me at telephone: (480) 308-3421, Michael Bridge, Senior Vice President and General Counsel, at telephone: (480) 308-3460, or Paul Hurdlow at DLA Piper US LLP, JDA’s outside counsel, at telephone: (512) 457-7020 should you have any further questions or comments.

Sincerely,


Kristen L. Magnuson
Executive Vice President and
Chief Financial Officer
 

2

GRANTS OF PLAN-BASED AWARDS

																All Other
														All Other		Option Awards:
														Stock Awards:		Number of
			Estimated Future Payouts Under					Estimated Future Payouts Under						Number of		Securities	Exercise or	Grant Date Fair
			Non-Equity Incentive Plan Awards					Equity Incentive Plan Awards						Shares of		Underlying	Base Price of	Value of Stock
	Grant		Threshold		Target		Maximum	Threshold		Target		Maximum		Stock or Units		Options	Option Awards	and Option Awards
Name	Date		($)		($)		($)	(#)		(#)		(#)		(#)		(#)	($/Sh)	($)
			(1)		(2)		(3)	(4)		(5)		(6)		(7)
Hamish N. Brewer		3/13/07	$	0	$	350,000			0		65,905		82,381					$	955,640
		5/14/07							0		8,721		10,901						153,384
									0		74,626		93,283					$	1,109,024
Kristen L. Magnuson		3/13/07		0		225,000			0		32,953		41,191					$	477,835
		5/14/07							0		4,360		5,450						76,674
									0		37,313		46,641					$	554,509
Christopher J. Koziol		3/13/07		0		275,000			0		46,134		57,668					$	668,963
		5/14/07							0		6,104		7,630						107,347
									0		52,238		65,298					$	776,310
Philip Boland		3/13/07		0		250,000			0		19,772		24,715					$	286,707
		5/14/07							0		2,616		3,270						46,001
									0		22,388		27,985					$	332,708
Laurent F. Ferrere II		7/20/07		0		250,000			0		15,000		18,750					$	306,544
		7/9/07													20,000			$	394,800

(1)	Executive officers receive no cash bonus if the Company’s actual 2007 EBITDA performance is less than or equal to the minimum 2007 EBITDA performance threshold of $70,000,000. However, if the actual 2007 EBITDA performance is greater than $70,000,000 but less than $75,000,000, the executive officers receive 10% of the targeted cash bonus for every one million dollars of EBITDA achieved in excess of $70,000,000 threshold, pro-rated to the actual EBITDA achieved; if the actual 2007 EBITDA performance is $75,000,000, executive officers receive 50% of the targeted cash bonus; and if the actual 2007 EBITDA performance is greater than $75,000,000 but less than $85,000,000, the executive officers receive 50% of the targeted cash bonus plus 5% of the targeted cash bonus for every one million dollars of EBITDA achieved in excess of $75,000,000, pro-rated to the actual EBITDA achieved.
(2)	Executive officers receive 100% of their targeted cash bonus if the Company’s actual 2007 EBITDA performance is equal to the 2007 targeted EBITDA performance threshold of $85,000,000.
(3)	Executive officers have an unlimited cash bonus potential if the Company’s actual 2007 EBITDA performance exceeds the 2007 targeted EBITDA performance threshold of $85,000,000. Under the terms of the 2007 Cash Incentive Bonus Plan, if the Company exceeds the 2007 targeted EBITDA performance threshold, the executive officers will receive 100% of their targeted cash bonus plus 5% of the targeted cash bonus for every one million dollars of EBITDA achieved in excess of the $85,000,000, pro rated to the actual EBITDA dollar amount. The Company achieved 99.8% of the $85,000,000 EBITDA performance threshold for 2007. The Company applied the bonus calculation formulas under the 2007 Cash Incentive Bonus Plan which resulted in the executive officers earning 98.5% of the target cash bonus as follows:

EXHIBIT A

GRANTS OF PLAN-BASED AWARDS

	Actual Cash Bonus Awards Earned for 2007
	Paid in 2007		Paid in 2008		Total Award
Hamish N. Brewer		218,750		126,000		344,750
Kristen L. Magnuson		140,625		81,000		221,625
Christopher J. Koziol		171,875		99,000		270,875
Philip Boland		161,200		90,000		251,200
Laurent F. Ferrere II		62,500		90,000		152,500

(4) The Compensation Committee of the Board of Directors approved targeted awards of contingently issuable restricted stock units (“RSU Awards”) to the executive officers on the dates listed in the table. The RSU Awards were designed to incent the management team if the Company was able to successfully integrate the acquisition of Manugistics Group, Inc. and achieve a 2007 EBITDA performance threshold of $70,000,000. None of the RSU Awards will be earned or vest if the Company’s actual 2007 EBITDA performance is less than or equal to the minimum 2007 EBITDA threshold of $70,000,000. However, if the actual 2007 EBITDA performance is greater than $70,0000,000 but less than $75,000,000 or greater than $75,000,000 but less than $85,000,000, the exective officers will receive a pro-rated RSU Awards calculated as follows:

$70,000,000 ≤ $75,000,000	(0.5 * RSU Award) * (1-((75,000,000 - 2007 Actual EBITDA performance)/5,000,000)
$75,000,000 ≤ $85,000,000	(0.5 * RSU Award) + ((0.5 * RSU Award) * (1- ((85,000,000 - 2007 Actual EBITDA performance)/10,000,000)))

	These RSU Awards vest 50% upon determination of the actual 2007 EBITDA performance (January 28, 2008) with the remaining 50% vesting ratably over the subsequent 24-month period.
(5)	Executive officers receive 100% of the RSU Awards if the Company’s actual 2007 EBITDA performance is equal to the 2007 targeted EBITDA performance threshold of $85,000,000. The RSU Awards vest 50% upon determination of the actual 2007 EBITDA performance (January 28, 2008) with the remaining 50% vesting ratably over the subsequent 24-month period.
(6)	Executive officers will receive up to 125% of the RSU Awards if the Company’s Actual 2007 EBITDA Performance exceeds the 2007 targeted EBITDA performance threshold of $85,000,000. Under the terms of the RSU Awards, if the Company exceeds the 2007 targeted EBITDA performance threshold, the executive officers will receive 100% of the targeted RSU Awards plus an additional 2.5% of their targeted RSU Award for every $1,000,000 in actual EBITDA achieved in excess of $85,000,000 up to a maximum of $95,000,000. The Company achieved 99.8% of the $85,000,000 EBITDA performance threshold for 2007. The Company applied the calculation formulas under the RSU Awards which resulted in the executive officers earning 99.25% of their targeted RSU Awards as follows:.

	Actual
	RSU Awards
	Earned for 2007
Hamish N. Brewer		74,066
Kristen L. Magnuson		37,033
Christopher J. Koziol		51,846
Philip Boland		22,220
Laurent F. Ferrere II		14,888

(7) Mr. Ferrere was granted 20,000 shares of restricted stock upon commencement of his employment on July 9, 2007. The restricted stock will vest 25% on the first anniversary of Mr. Ferrere’s employment and the remaining 75% will vest ratably thereafter over 36 months.

EXHIBIT A