Mail Room 4561

								September 28, 2005


Joseph L. Mullen
Chief Executive Officer
Bottomline Technologies (de), Inc.
325 Corporate Drive
Portsmouth, NH  03801

	Re:   Bottomline Technologies (de), Inc.
		Registration Statement on Form S-3
		Filed on September 13, 2005
		File No. 333-128295

Dear Mr. Mullen:

      We have limited our review of your filing to the issue we
have
addressed in our comment.  Where indicated, we think you should
revise your document in response to the 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.  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 welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.

General
1. Please be advised that all of the information required by Form
10-
K, including the Part III information, must be filed before the
registration statement can be declared effective.  Please refer to
telephone interpretation H.6 of our July 1997 Manual of Publicly
Available Telephone Interpretations, which is publicly available
on
our website.

      As appropriate, please amend your registration statement in
response to this comment.  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 response 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 your amendment and
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 Act
of
1933 and that they have provided all information investors require
for an informed investment 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      Any questions should be directed to Maryse Mills-Apenteng at
(202) 551-3457.  If you need further assistance, you may contact
me
at (202) 551-3462.  If you still require further assistance,
please
contact Barbara C. Jacobs, Assistant Director, at 202-551-3730.

								Sincerely,



      			Mark P. Shuman
      			Branch Chief - Legal


cc:  	Via facsimile:  617-526-6418
	John A. Burgess, Esq.
	Wilmer Cutler Pickering Hale and Dorr LLP





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Jospeh L. Mullen
Bottomline Technologies (de), Inc.
September 28, 2005
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