Room 4561

      December 8, 2005

Mr. George de Urioste
Chief Operating Officer and Chief Financial Officer
Chordiant Software, Inc.
20400 Stevens Creek Boulevard
Suite 400
Cupertino, CA 95014

      Re:	Chordiant Software, Inc.
		Form 8-K
      Filed December 6, 2005
      File No. 000-29357

Dear Mr. Urioste,

      We have reviewed the above referenced filing and have the
following comment.  Where indicated, we think you should revise
your
document in response to this comment.  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 our comment, we 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 comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 8-K filed on December 6, 2005

Item 4.02.  Non-Reliance on Previously Issued Financial Statements
or
a Related Audit Report or Completed Interim Review
1. We note you concluded that your financial statements for the
first, second and third quarters of fiscal year 2005 should no
longer
be relied upon, in part, because you classified certain cash
expenditures for capitalized costs associated with the development
of
a banking product as `Net Cash Used in Operating Activities` as
opposed to `Net Cash Used for Investing Activities` on your
interim
Consolidated Statements of Cash Flows.  It is not apparent from
your
disclosure why this error only impacted your fiscal year 2005
interim
financial statements.  Therefore, tell us how you determined that
this error did not have a material impact on periods prior to the
first quarter of fiscal year 2005.

      As appropriate, please amend your filing and respond to this
comment within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comment and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your response to our comment.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and 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 comment, 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 comment on your filing.






      You may contact Chris White, Staff Accountant, at (202) 551-
3461 or me at (202) 551-3488 if you have any questions regarding
our
comment.


								Sincerely,



								Stephen Krikorian
								Accounting Branch Chief
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Mr. George de Urioste
Chordiant Software, Inc.
December 8, 2005
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