Deltek, Inc.
13880 Dulles Corner Lane
Herndon, VA 20171-4600
Tel: (703) 734-8606
May 7, 2009
Via Electronic Transmission
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| RE: | Deltek, Inc. |
Registration Statement
No. 333-158388
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Deltek, Inc., a Delaware corporation (the “Company”), requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated so that the Registration Statement may become effective at 10:00 a.m. E.T. on May 8, 2009, or as soon thereafter as is practicable. In addition, the Company requests that the prior request to accelerate the effective date of the above-referenced Registration Statement to 12:00 p.m. E.T. on May 7, 2009 be withdrawn. This letter withdraws the previously submitted letter.
The Company acknowledges that
| • | 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; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
DELTEK, INC. | ||
| By: | /s/ David Schwiesow | |
Name: David R. Schwiesow Title: Senior Vice President, General Counsel and Secretary | ||
