Mail Stop 4561

      April 13, 2006

Daniel A. Gaudreau
Chief Financial Officer and
Senior Vice President
Actuate Corporation
701 Gateway Blvd
San Francisco, CA  94080

	Re:	Actuate Corporation
   Form 10-K for the Fiscal Year Ended
   December 31, 2005
		Filed March 13, 2006
   Forms 8-K Filed January 5, 2006 and January 31, 2006
		File No. 000-24607

Dear Mr. Gaudreau:

	We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may 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 comments or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K For the Fiscal Year Ended December 31, 2005

Item 9A. Controls and Procedures, page 46

1. We note your statement "our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and
procedures were sufficiently effective ..."  Note that any
qualifications, such as "sufficiently effective," do not conform
to
the requirements of Item 307 of Regulation S-K.  Tell us how you
intend to comply with the requirements of Item 307 of Regulation
S-K
to clearly state that your disclosure controls and procedures
either
were effective or were ineffective as of the date of this report.

2. We also note in your disclosure that in determining the
effectiveness of your disclosure controls and procedures, your
definition of disclosure controls and procedures is significantly
more limited than what is called for under Rule 13a-15(e) of the
Exchange Act.  The rule requires, among other matters, that the
disclosure controls and procedures be designed to ensure that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officer and chief
financial officer, to allow timely decisions regarding required
disclosure.  Tell us whether your disclosure controls and
procedures
for the relevant periods met all of the requirements of this
section.
Additionally, tell us how you intend to comply with this
requirement
by including this statement in your controls and procedures
section
of your periodic reports.

Note 1. Summary of Significant Accounting Policies

Revenues, page F-10

3. We note in your disclosure that when a contract includes both
license and service elements, the license fee is recognized on
delivery of the software provided the services do not include
significant customization or modification of the product and are
not
otherwise essential to the functionality of the software.  Tell us
how you recognize revenue when a contract includes a license and
services that include significant customization or modification or
are essential to the functionality of the product sold.  In your
response provide the revenues generated from these types of
arrangements.

Form 8-K filed January 5, 2006

4. We note from your disclosures under Item 9.01 of Form 8-K filed
by
the Company on January 5, 2006 that financial statements for
performancesoft inc. would be filed within 71 days after the date
this 8-K.  Provide us with your computation of the significance of
this acquisition and tell us why the Company has not filed the
financial statements for performancesoft inc. and provided the
related pro forma information for this acquisition.  We remind you
in
measuring the significance of an acquisition, contingent
consideration is to be included in the computation unless the
payment
of that consideration is remote.  We refer you to Item 9.01 of
Form
8-K and Rule 3-05 and Article 11 of Regulation S-X.



Form 8-K filed January 31, 2006

5. We note your use of non-GAAP financial measures in the Form 8-K
noted above which excludes a number of recurring items.  Tell us
how
you considered Question 8 of Frequently Asked Questions Regarding
the
Use of Non-GAAP Financial Measures to include the following
disclosures:

* the manner in which management uses the non-GAAP measure to
conduct
or evaluate its business;
* the economic substance behind management`s decision to use such
a
measure;
* the material limitations associated with use of the non-GAAP
financial measure as compared to the use of the most directly
comparable GAAP financial measure;
* the manner in which management compensates for these limitations
when using the non-GAAP financial measure; and
* the substantive reasons why management believes the non-GAAP
financial measure provides useful information to investors.

In this regard, we believe you should further enhance your
disclosures to comply with Item 10(e)(1)(i)(C) and (D) of
Regulation
S-K and Question 8 of the related FAQ to demonstrate the
usefulness
of your non-GAAP financial measures which excludes a number of
recurring items, especially since these measures appear to be used
to
evaluate performance.  Your current disclosures regarding the
reasons
for presenting these non-GAAP measures appear overly broad
considering that companies and investors may differ as to which
items
warrant adjustment and what constitutes operating performance.
For
example, it is unclear to us why amortization of intangible assets
is
not relevant for investors considering that the use of these
assets
contributes to generating revenue. Similarly, it is unclear why
excluding stock-based compensation is appropriate considering that
offering your employees equity instruments appears to be a key
incentive offered in the achievement of your goals as an
organization.  It is also unclear why certain excluded items
should
not be considered in assessing your performance as several appear
to
be recurring and integral to your performance.  For example, you
exclude certain legal costs (labeled as nonrecurring) and you
exclude
restructuring charges although you have incurred such charges for
both of the years ended December 31, 2004 and 2005.

6. We also note your adjustment for this non-GAAP financial
measure
related to the provision for income taxes.  Considering your
disclosure that this adjustment does not reflect the actual or
future
expected provision for income taxes, tell us the basis for this
adjustment.

7. In view of the nature, content and format of your
reconciliation
of GAAP to non-GAAP financial measures presentation, it is not
evident whether your presentation and disclosure complies with
Item
100(b) of Regulation G.  In this regard we note your presentation
of
a full non-GAAP Statement of Operations could be reasonably
interpreted to imply that the presentation is based on a
comprehensive set of accounting rules or principles when, in fact,
that is not the case.  Tell us why you believe this presentation
complies with Regulation G.  If you choose to continue this
presentation, each GAAP financial item adjusted to arrive at non-
GAAP
results, such as Cost of License Fees, General and Administrative,
Provision for Income Taxes, among others, are considered non-GAAP
financial measures which require all disclosures pursuant to
Regulation G, Item 10(e) (1) (i) of Regulation S-K and Question 8
and
of the FAQ.

      * * * * *

      As appropriate, please amend your filing and respond to
these
comments 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 comments 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 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 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 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 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.

      You may contact Patrick Gilmore at (202) 551-3406, Thomas
Ferraro at (202) 551-3225 or me at (202) 551-3730 if you have
questions regarding comments on the financial statements and
related
matters.

							Sincerely,


							Kathleen Collins
							Accounting Branch Chief

Daniel A. Gaudreau
Actuate Corporation
April 13, 2006
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