Mail Stop 4-6

      November 18, 2004

Bobby Yazdani
CEO and Chairman
Saba Software, Inc.
2400 Bridge Parkway
Redwood Shores, California 94065-1166

	RE:	Saba Software, Inc.
		Amendment No. 2 to Form S-3
		Filed October 27, 2004
		File No. 333-118226

		Form 10-K for fiscal year ended May 31, 2004, as amended
		Form 10-Q for the quarterly period ended August 31, 2004
		File No. 0-30221

Dear Mr. Yazdani:

      We have reviewed your response letter and amended filings
and
have the following additional comments.  Where indicated, we think
you should revise your documents 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.

Form S-3

Prospectus Summary, page 1
1. We note your response to prior comment 2, however, we continue
to
believe that a brief description explaining your basis for this
assertion will better enable investors to place this assertion its
appropriate context.  In this regard, please briefly describe the
third parties and categories upon which this assertion is based.
A
more detailed description of this basis is appropriate in your
Form
10-K.  Additionally, for each third party report you cite, please
confirm that each report is publicly available and not prepared
specifically for use in this document.  To the extent that any of
these reports has been prepared specifically for this filing, file
a
consent from the third party.

Selling Security Holders, page 13
2. We note your response to prior comment 13, however, because
there
are circumstances in which an individual acting in the capacity of
"sole director and controlling stockholder" may not possess
"voting
or investment control over the company`s securities that the
entity
owns," please revise to clarify whether Mr. Samberg in fact
possesses
voting or investment control over the securities being sold by
Pequot
Capital Management in this transaction.

Form 10-K for fiscal year ended May 31, 2004

Note 2. Summary of Significant Accounting Policies, page 43
3. We note your revision in your overview section and critical
accounting policies in MD&A where you state that these hosting
arrangements are generally provided pursuant to annual agreements
and
your application service provider offerings are from software
licenses with terms of less than three years.  Clarify the
difference
between your hosting arrangements and your application service
provider offering and how each of these qualify for revenue
recognition under EITF 00-3.  Additionally, clarify the terms of
these arrangements.  For example, tell us whether your customers
pay
for these services monthly or up-front and whether these
arrangements
are cancelable.  Please advise.
4. We also note your response to our prior comment 44.  Clarify
the
terms of your commissions policy.  For example, tell us whether
your
commission payments are paid monthly or up-front to your sales
representatives and whether these commissions are contingent on
the
customer`s ability to pay or the sales representative`s employment
with the company.  Please advise.

*    *    *    *

      As appropriate, please amend your filings 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 file your cover letter on
EDGAR.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

      You may contact Patrick Gilmore, Staff Accountant, at (202)
824-5355 or Craig Wilson, Senior Assistant Chief Accountant, at
(202)
942-2949, if you have questions regarding comments on the
financial
statements and related matters.  Please contact Robert D. Bell,
Staff
Attorney, at (202) 942-1953, Tangela Richter, Staff Attorney, at
(202) 942-1837, or me at (202) 942-1990 with any other questions.

						Sincerely,


						Barbara C. Jacobs
						Assistant Director
						Office of Computers and Online
Services


cc:	James R. Tanenbaum, Esq.
	Morrison & Foerster LLP
	Fax (212) 468-7900
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Mr. Bobby Yazdani
Saba Software, Inc.
Form S-3; File No. 333-118226
November 18, 2004
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