[LETTERHEAD OF THE ULTIMATE SOFTWARE GROUP, INC.]

July 3, 2013

SENT VIA EDGAR

Ms. Kathleen Collins

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Re: The Ultimate Software Group, Inc.

       Form 10-K for the Fiscal Year Ended, December 31, 2012

       Filed February 28, 2013

       File No. 000-24347

Dear Ms. Collins:

                We are in receipt of the Staff's comments to the above-referenced filing as set forth in your letter dated June 21, 2013. We are working on our response to your comment letter and expect to submit our response on or before August 9, 2013. We look forward to working with the Staff in its review of this filing.

If you have any questions or comments regarding the information set forth above, please feel free to contact me at 954-331-7069.

Sincerely,

/s/ Mitchell K. Dauerman

Mitchell K. Dauerman

Executive Vice President and

Chief Financial Officer

cc:  Christopher Doyle

Stroock & Stroock & Lavan LLP