Room 4561

      January 9, 2006

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 your
response
letter dated January 3, 2006 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. The SEC Staff will review your response letter dated January 3,
2006 in conjunction with our financial statement review of your
2005
Form 10-K filed on December 19, 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.

      You may contact Chris White, Staff Accountant, at (202) 551-
3461, Tammy Tangen, Staff Accountant, at (202) 551-3443 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.
January 9, 2006
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