September 23, 2005


Mail Stop 4561


William C. Stone
Chief Executive Officer and Chairman of the Board
SS&C Technologies, Inc.
80 Lamberton Road
Windsor, CT 06095

Re: 		SS&C Technologies, Inc.
Preliminary Merger Schedule 14A filed August 25, 2005
File No. 0-28430

Schedule 13E-3 filed August 25, 2005
File No. 5-48469

Dear Mr. Stone:

      We have reviewed the filings above and have the following
comments.  We have limited our review to the terms of the
transaction
and related matters.  Where indicated, please amend your filings
in
response to these comments.  If you disagree with any of these
comments, 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.

      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
filings.
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.

Preliminary Merger Schedule 14A Filed August 25, 2005

Summary Term Sheet, page 1

1. In the forepart of this section, please identify, under an
appropriate heading, each filing person and describe what each
filing
person will receive in the merger.  For example, while you state
Mr.
Stone will receive 31% of the outstanding equity of Sunshine
Acquisition Corporation and management as a whole will hold 33.9%
as
stated on page 46, please describe the anticipated percentage of
ownership in the surviving company for each filing person.

2. The information required by Items 7, 8 and 9 of Schedule 13E-3
must appear in a "Special Factors" section at the front of the
proxy
statement, immediately following the Summary Term Sheet.
Currently,
this section starts on page 17 of your proxy.  See Rule 13e-
3(e)(1)(ii).   Please revise accordingly.

Required Vote, page 2

3. Revise to indicate that the transaction is not subject to a
vote
of a majority of the unaffiliated shareholders.   Similarly,
please
revise the fourth Q&A on page 10.

4. Please consider adding a chart following the Summary Term Sheet
to
depict the transactional structure and the relationships among the
key parties to the transaction and significant owners of the
company,
including such parties as Mr. William C. Stone, the current SS&C
executive officers, Sunshine Acquisition Corporation, Sunshine
Merger
Corporation and The Carlyle Group and its affiliates.  Providing
this
diagram will assist readers in understanding the disclosure, and
particularly the defined terms that follow in the document.

Term Sheet

What You Will Receive in the Merger, page 3
5. Revise to briefly disclose what the going private consideration
represents.  For example, it is not clear whether the going
private
consideration is an amount equivalent to the value of the company
as
a whole, or an amount equivalent to an arbitrary, calculated or
negotiated figure reflecting or disproportionate to the market or
future projected value of the company.

Financing, page 3
6. We note the description of your debt financing and your receipt
of
a debt commitment letter which proposes to provide you with (a) up
to
$350 million of senior secured credit facilities and (b) up to
$205
million of unsecured senior subordinated loans under a bridge
facility.  Since a majority of the planned financing will be made
possible through incurring new indebtedness that may leave the
company highly leveraged or arguably with impaired capital or
without
the ability to pay its debts as they become due, please provide us
with an analysis as to why the transaction presents only a remote
risk that it will be viewed as an improper dividend or a
fraudulent
conveyance.  Consider whether it is appropriate to disclose risks
to
shareholders receiving cash payments as a result of state law
rights
of creditors to challenge these cash distributions.   Further,
please
explain to us the extent of any deliberation the independent
committee and board allocated to obtaining a solvency opinion from
an
independent financial advisor.

Special Note Regarding Forward-Looking Statements, page 13
7. In the forepart of the annual and quarterly reports that you
incorporate by reference, your disclosure states that these
reports
"contain" or "may contain forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934 and
Section 27A of the Securities Act of 1933."  Section 27A(b)(1)(E)
of
the Securities Act of 1933 and Section 21E(b)(1)(E) of the
Securities
Exchange Act of 1934 expressly state that the safe harbor for
forward
looking statements does not apply to statements made in connection
with a going-private transaction.  Please revise to include a
statement both here and on page 81 under the caption,
"Incorporation
by Reference" to affirmatively disclaim any references to the
PLSRA
in incorporated documents regarding this going private
transaction.

Solicitation of Proxies, page 16
8. We note that through your paid solicitor, Georgeson Shareholder
Communications, Inc., your directors, officers and employees,
proxy
solicitation may occur by telephone, facsimile, other electronic
means or in person.  Please describe what you mean by "other
electronic means" and describe briefly any plans to solicit
proxies
via the Internet.  In addition, be advised that all written
soliciting materials, including any scripts to be used in
soliciting
proxies over the telephone or in person, must be filed under the
cover of Schedule 14A.  Refer to Rule 14a-6(b) and (c).

9. Further, please provide the material features of any contract
or
arrangement with Georgeson Shareholder Communications.   Refer to
Item 14 of Schedule 13E-3, Item 1009 of Regulation M-A, and Item
4(a)(3) of Schedule 14A.
Special Factors
Background of the Merger, page 17

10. Please expand your background disclosure to clarify when the
possibility of going private first arose.  For example, it appears
that Mr. Stone`s initial solicitation of America`s Growth Capital
in
April 2005 led to a contact with Carlyle sometime in April 2005.
Discussions followed that appear relevant to the transaction that
transpired prior to his report and discussions with the SS&C
board.
See Item 1005(c) of Regulation M-A.  Please also clarify the level
of
negotiations Mr. Stone entered into and agreed to with Carlyle on
June 1, 2005 and when Mr. Stone first agreed to serve in a
continuing
capacity with SS&C after the merger.

11. Please revise to identify the "well known equity firm
[referred
to as Firm X] with expertise in SS&C`s industry" that both Mr.
Stone
and SunTrust Robinson Humphrey negotiated or tell us why you do
not
believe the identity of this alternative purchaser is required.
Further, please tell us whether these negotiations including any
presentations regarding Firm X`s specific offer price of $36 per
share were made in writing or orally and whether these discussions
fall within the scope of Item 1015(a) of Regulation M-A.
12. We note your discussions with potential purchasers appeared to
have ceased after July 27, 2005 because you received no definitive
expressions of interest.  Referring to this discussion on page 22,
please revise to discuss the negotiations with "other potential
purchasers" and describe what constitutes a "definitive expression
of
interest."  For example, does your reference to an expression of
interest equate to a firm offer as described in paragraph (viii)
of
Instruction 2 to Item 1014 of Regulation M-A?
13. We note your discussion of the August 25, 2005 amendment to
the
merger agreement on page 23.   Please revise your disclosure here
or
in the next section regarding reasons for the merger to explain
the
purpose behind the cash-out of the holders who have fewer than 100
options, as opposed to the "mirror issuance" in Sunshine
Acquisition
for option holdings exceeding that amount?
Reasons for the Merger and Recommendation of the Independent
Committee and the Board of Directors, page 23
14. The factors set forth in Instruction 2 to Item 1014 of
Regulation
M-A, including book value, going concern value and liquidation
value,
are generally relevant to the fairness of the consideration
offered
in a going private transaction.  If any of the listed factors were
not considered, or were considered but not deemed relevant in the
context of this transaction, this decision may be material to
shareholders` understanding of the transaction.  See Question and
Answer Nos. 20 and 21 in Exchange Act Release No. 17719 (April 13,
1981).  Please revise your disclosure to address all of the listed
factors, or to explain why they are not relevant in the context of
this transaction.

15. Additionally, we note that the independent committee
considered
the opinion of SunTrust Robinson Humphrey, which analyzed certain
methodologies, such as discounted cash flows, peer group
comparisons
to selected publicly traded reference companies and premiums paid
in
rendering its fairness determination.  It appears unclear,
however,
whether the independent committee adopted SunTrust Robinson
Humphrey`s analyses and conclusions on these substantive factors.
Please revise or advise.
16. The discussion in this section should more clearly identify
beneficial and detrimental effects of the transaction as they
relate
to the unaffiliated shareholders and the affiliated shareholders,
i.e., executive officers.  Please refer to Item 1013(d) of
Regulation
M-A.  While we note that you differentiate a position of fairness
of
Mr. Stone, Sunshine Acquisition Corporation and Sunshine Merger
Corporation on page 34 versus all other unaffiliated shareholders
here, please revise your disclosure to separately address the
effects
of this transaction on affiliated shareholders that are not
engaged
as principals in the current transaction.

17. We note the second bullet point on page 23 highlights the
proposed cash consideration as representing a significant premium
to
your average closing price for different periods.   Please revise
your risk disclosure on page 26 to discuss whether the independent
committee and board considered the high-end of SunTrust Robinson
Humphrey`s discounted cash flow valuation of $42.86 per share
which
would reflect no premium and your recent historical closing price
quote of $34.42 on July 12, 2005 which would reflect only a modest
premium.

18. Please revise the fourth bullet point on page 24 to provide
greater detail as to what your independent committee and full
board
believed constituted other reasonable alternatives.  If no
reasonable
alternative existed at the time of the fairness determination or
the
board and/or independent committee failed or was unable to pursue
any
reasonable alternatives, so state.

19. Please clarify the fifth bullet point under the subcaption
procedural safeguards on page 25 to quantify what you mean "by
approval of holders or a significant number of shares unaffiliated
with Carlyle and Mr. Stone."  It appears that the independent
committee did not consider a vote of unaffiliated voters to be a
factor in its fairness determination, yet only a small minority of
unaffiliated voters along with Mr. Stone can secure a vote "FOR"
the
merger.

20. Please revise your disclosure in your seventh bullet point on
page 24 to clarify how your "business, financial performance and
condition, operations and prospects weighed in favor of or against
determining that this transaction was fair.  Specifically, we note
you announced record results for fiscal quarter ended June 30,
2005
included a 66% increase in total revenues, a 136% increase in
outsourcing revenues and a 49% increase in net income from fiscal
quarter ended June 30, 2004.

21. Please refer to the last full paragraph on page 26 and revise
your disclosure to clarify whether the entire board adopted the
analyses made and conclusions reached by the independent committee
as
its own in rendering its own fairness determination.  Please note
that to the extent the board has not adopted the independent
committee`s analyses and conclusions in full or in part, you
should
revise your disclosure to independently address what consideration
your board gave to each of the substantive factors set forth in
Instruction 2 to Item 1014 of Regulation M-A, as well as each of
the
procedural factors set forth in Items 1014(c) through (f), in
rendering the full board`s fairness determination.

Opinion of Financial Advisor to the Independent Committee, page 27

General

22. Please revise to disclose your prior existing relationship
with
SunTrust Robinson Humphrey in greater detail to provide adequate
background information to shareholders when reviewing this
fairness
opinion.  In this discussion, revise to discuss the amounts
actually
paid to SunTrust Robinson Humphrey, the basis on which the amounts
paid were computed and your basis for which you assert these
amounts
were customary.  Refer to Item 1015(b)(4) of Regulation M-A.

Material and Information Considered with Respect to the Merger,
page
27

23. We note your disclosure on page 28 stating that regarding the
SS&C financial projections, senior management of SS&C reasonably
prepared and reflected the best available estimates and judgments
in
providing this advice to SunTrust Robinson Humphrey.   Please
clarify
whether the independent committee reviewed, for accuracy and
completeness, these materials and whether the independent
committee
found SunTrust Robinson Humphrey`s reliance on those materials to
be
reasonable.

Position of William C. Stone as to Fairness, page 34

24. We note your disclosure that Mr. Stone concluded that the
merger
is procedurally fair to the shareholders.  Considering Mr. Stone`s
significant 26.5% interest in SS&C Technologies as of July 31,
2005,
clearly disclose how such a fairness conclusion was reached in
light
of the fact that the merger is not conditioned upon the approval
of a
majority of the unaffiliated shareholders, which would exclude Mr.
Stone`s holdings.  Please refer to Question and Answer No. 21 in
Exchange Act Release No. 17719 (April 13, 1981).

Purposes, Reasons and Plans for SS&C After the Merger, page 27

25. Referring to the third full paragraph of this subsection,
please
revise your disclosure to quantify the related direct and indirect
costs associated with having publicly traded equity securities.




Litigation Related to the Merger, page 48
26. Please provide us with a copy of the class action complaints
filed on July 28, 2005 and August 3, 2005.  Additionally, provide
any
answer or material pleadings.

Certain Projections, page 48

27. We note you provided Sunshine Acquisition Corporation with
your
budget plan for 2005 and certain non-public projections of your
operating performance.  We further note that SunTrust Robinson
Humphrey provides certain Internal Plan financial projections on
pages 14 and 20-22 in its July 28, 2005 presentation to the
independent committee filed as Exhibit 99(C)(4).  Please provide
us
with a copy of the budget plan for fiscal 2005 and any other
financial projections provided to SunTrust Robinson Humphrey or
Sunshine Acquisition not included as an Exhibit.  Ensure that your
disclosure summarizes "all" of the material projections that were
presented to SunTrust Robinson Humphrey and Sunshine Acquisition.

Material U.S. Federal Income Tax Consequences, page 51

28. Please revise your discussion of material tax consequences to
note the differing tax consequences of this transaction pursuant
to
the August 25, 2005 amendment to the merger agreement.  It appears
that all outstanding options will become fully vested, immediately
exercisable and converted into options to acquire shares of
Sunshine
Acquisition Corporation common stock.  On the other hand, the
options
of non-employee directors, certain individual option holders
identified by Sunshine Acquisition Corporation and holders of
options
convertible into fewer than 100 shares will be terminated in
exchange
for a payment equal to the number of shares of common stock
subject
to the option multiplied by the amount by which cash consideration
to
be paid exceeds the exercise price of the option.   Please refer
to
Item 1013(d) of Regulation M-A.

29. Please delete the statement in the third paragraph that this
tax
consequence disclosure is "only a general summary."  You must
disclose a materially complete summary of the tax consequences and
effects to you and stockholders as a result of the transaction.
Selected Financial Information, page 71
30. Financial information has been incorporated by reference is
response to Item 13 of Schedule 13E-3.  Please provide complete
summarized financial information as required by Instruction 1 to
Item
13 of Schedule 13E-3.  At present, the disclosure provided does
not
appear to include the information required by Item 1010(c)(2) of
Regulation M-A and most of the information required by Item
101(c)(1)
of Regulation M-A. Refer to telephone interpretation H.7 in the
July
2001 supplement to our "Manual of Publicly Available Telephone
Interpretations" that is available on the Commission`s website at
http://www.sec.gov for guidance on complying with a nearly
identical
instruction in the context of a tender offer.

Security Ownership of Certain Beneficial Owners and Management,
page
74

31. Please revise footnote (3) to disclose the natural person or
persons who hold the voting or dispositive power over the
securities
held by Barclays Global Investors and its affiliates.  Refer to
Rule
13d-3.

Certain Relationships and Related Transactions, page 76

32. Confirm that none of your executive officers including Mr.
Stone
hold employment or severance agreements that contain change-of-
control clauses that will be triggered by this going-private
transaction.  Alternatively, please disclose the terms of such
change-of-control provisions.
Appendix - Proxy Card

33. Please consider including the amount of cash consideration per
share, $37.25, to be received by unaffiliated shareholders in Item
1
of the Proxy Card.


      *  *  *

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 understand that we
may
have additional comments after reviewing your amendment and
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, and
each
additional filing person is 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 and each additional
filing
person acknowledging that:

* the filing person 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 filing person 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.

	You may contact Neil Miller at (202) 551-3442 or Nicholas P.
Panos, Special Counsel, Office of Mergers & Acquisition, at (202)
551-3266, if you have questions or comments.  If you need further
assistance, you may contact me at (202) 551-3730.


								Sincerely,



                        Mark P. Shuman
                        Branch Chief - Legal


cc:	John A. Burgess, Esq.
	James R. Burke, Esq.
	Wilmer Cutler Pickering Hale and Dorr LLP
      60 State Street
	Boston, MA 02109
      Fax No.: (617) 526-5000

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SS&C Technologies, Inc.
PREM14A and 13e-3 Exam Report
September 23, 2005
Page 1