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                            September 11, 2020

       Kenneth Stillwell
       Chief Financial Officer and Chief Administrative Officer
       Pegasystems Inc.
       One Rogers Street
       Cambridge, MA 02142

                                                        Re: Pegasystems Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2019
                                                            Filed February 12,
2020
                                                            Form 10-Q for the
Quarterly Period Ended June 30, 2020
                                                            Filed July 28, 2020
                                                            File No. 001-11859

       Dear Mr. Stillwell:

               We have limited our review of your filings to the financial
statements and related
       disclosures and have the following comment. In our comment, we may ask
you to provide us
       with information so we may better understand your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Form 10-Q for the Quarterly Period Ended June 30, 2020

       Notes to Unaudited Condensed Consolidated Financial Statements
       Note 5. Debt, page 9

   1.                                                   We note that in
connection with the issuance of convertible senior notes in February 2020,
                                                        you entered into capped
call transactions that are classified as long-term assets and
                                                        remeasured to fair
value each quarter. Please describe for us the significant terms of the
                                                        capped call
transactions, including the provisions that could cause adjustments to the cap
                                                        price or other
variables and any provisions that could affect your ability to choose the
                                                        form of settlement.
Describe your basis for the accounting treatment and classification of
                                                        the capped calls,
including reference to the relevant authoritative literature upon which
                                                        you relied. As part of
your response, please contrast your consideration of the terms of
                                                        the capped call
transactions with your consideration of the terms of the convertible notes
 Kenneth Stillwell
Pegasystems Inc.
September 11, 2020
Page 2
         for which you recorded an equity component within additional paid-in
capital.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or Joyce
Sweeney,
Staff Accountant at (202) 551-3449 with any questions.



FirstName LastNameKenneth Stillwell                          Sincerely,
Comapany NamePegasystems Inc.
                                                             Division of
Corporation Finance
September 11, 2020 Page 2                                    Office of
Technology
FirstName LastName