Mail Stop 4-06

      June 27, 2005


Anthony Bettencourt
President and Chief Executive Officer
Verity, Inc.
894 Ross Drive
Sunnyvale, CA 94089

	Re:	Verity, Inc.
		Form 10-K for the Fiscal Year Ended May 31, 2004
Form 10-Q for the Fiscal Quarters Ended August 31, 2004, November
30,
2004, and February 28, 2005
      File No. 000-26880

Dear Mr. Bettencourt;

      We have reviewed your response to our letter dated May 23,
2005
and have the following comments.  Where indicated, we think you
should revise your future filings in response to these comments.
If
you disagree, we will consider your explanation as to why our
comments are 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Prior Comment no. 4

1. We note that the Company reclassified auction rate securities
of
$53.3 million as of May 31, 2004 from cash and cash equivalents to
short-term investments on its consolidated balance sheet. Tell us
what consideration you have given to restating the Company`s May
31,
2004 Form 10-K.  Also, tell us what consideration you have given
to
your Item 307 requirements for disclosure controls and procedures
and
the 308(c) of Regulation S-K reporting requirements regarding
changes
in internal control procedures.

      As appropriate, please respond to these comments via EDGAR
within 10 business days of the date of this letter.  You may
request
additional time to respond, as necessary. Please furnish a cover
letter 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 responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Megan Akst, Staff Accountant, at (202) 551-
3407
or Kathleen Collins, the Branch Chief who supervised this review,
at
(202) 551-3499 if you have questions regarding comments on the
financial statements and related matters, or me at (202) 551-3730
with any other questions.

							Very truly yours,



							Craig Wilson
							Senior Assistant Chief
Accountant
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Verity, Inc.
June 27, 2005
Page 2