Mail Stop 4-6

      December 9, 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 dated November 30,
2004
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 10-K for fiscal year ended May 31, 2004
1. We have reviewed your supplemental response to prior comment 3.
In this regard, please tell us how and in what sections of future
filings your disclosures will address the differences between your
hosting services and your application service provider offerings.
Please also include reference(s) to the appropriate revenue
recognition literature that supports your treatment of these
transactions.  For example, your hosting services involve multiple
elements and your revenue

recognition policy should clarify what these elements are (e.g.,
software license and hosting services) as well as the accounting
literature you relied upon for the treatment of these elements.

*    *    *    *

      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, 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
??

??

??

??

Mr. Bobby Yazdani
Saba Software, Inc.
Form S-3; File No. 333-118226
December 9, 2004
Page 2 of 2