October 6, 2004


Via Facsimile and U.S. Mail

Kevin M. Barry, Esq.
Testa, Hurwitz & Thibeault, LLP
125 Hugh Street
Boston, Massachusetts 02110

Re:	Concord Communications, Inc.
Schedule TO-I filed September 27, 2004
      File No. 5-52793

Dear Mr. Barry:

      We have the following comments on the above-referenced
filing:

OFFER TO PURCHASE
Summary Term Sheet, page 1
Are all of my stock option grants eligible for this Offer? page 1
1. Please disclose why $25.00 was chosen as the exercise price
cut-off
point for options eligible to be tendered.

When will I receive payment for my options which are excepted for
payment? page 2
2. Please clarify the timing of your regular payroll procedure.

What interests do the directors, executive officers and affiliates
of
Concord have in the Offer ? page 3
3. Please specify the number of options held by each officer or
director, the terms of the options held, such as exercise price
and
expiration date, and the aggregate amount they will receive in the
offer if they elect to tender.  Please also disclose whether the
officers and directors intend to tender their options into the
offer.

Section 4 - Acceptance for Purchase of Options and Payment of Cash
Amount, page 13
4. Please refer to the next to last paragraph in this section.
Please
revise the last sentence to state that you will return options not
accepted for payment promptly after expiration of the offer.

Section 5 - Conditions of the Offer, page 14
5. We note the statement in the paragraph on page 12 regarding the
determination of validity that you intend to decide to either
accept
or reject all properly tendered options on the business day that
immediately follows the expiration of the Offer.  Please be
advised
that all offer conditions must be asserted or waived prior to the
expiration of the offer.  Please advise under what circumstance
you
can reject properly tendered options after expiration of the offer
and
make appropriate revisions throughout the offering materials.

6. Please revise subparagraph (c)(ii) to quantify a "significant
decline or increase in the market price" so that shareholders are
able
to objectively verify this condition.

7. Please refer to the final clause that follows the list of
conditions on page 15 that relates to the board of directors`
determination of whether the occurrence of the listed events
"makes it
inadvisable" to proceed with the offer.  Please note that when a
condition is triggered and the company decides to proceed with the
offer anyway because they determine it is still advisable, we
believe
that this decision constitutes a waiver of the triggered
condition.
You may not rely on this language to tacitly waive a condition of
the
offer by failing to assert it.  Please confirm your understanding
on a
supplemental basis.

8. We note your disclosure that you have reserved the right to
waive
any condition to this offer "at any time and from time to time."
Defining the right to waive conditions as a continuing right
suggests
that these rights may be waived after expiration of the offer.
Please
be advised that all conditions to the offer, other than those
involving the receipt of necessary governmental approvals, must be
either satisfied or waived before expiration of the offer.  Please
revise to indicate that all conditions to the offer, other than
those
subject to government approval, will be satisfied or waived prior
to
expiration.

Section 18 - Additional Information, page 25
9. Please clarify whether the Exchange Act filings listed in this
section are being incorporated by reference.  We note they are
included as exhibits to the Schedule TO and are incorporated by
reference.  If the reports are being incorporated by reference,
then
please advise us why when the Schedule TO indicates that Item
1010(a)
and (b) of Regulation M-A are inapplicable.

Schedule A
10. Please disclose that Mr. Blaeser is a director of the company.

Closing Comments
      As appropriate, please respond to these comments by amending
the
filing and submitting a response letter via EDGAR and "tagged" as
correspondence.  If you do not agree with a comment, please tell
us
why in your response.  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 filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

      Please direct any questions to me at (202) 942-2842.  You
may
also reach me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.


							Sincerely,



							Chris B. Edwards
							Attorney-Advisor
							Office of Mergers and
Acquisitions

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Kevin M. Barry, Esq.
October 6, 2004
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE