MAIL STOP 4-6

      December 9, 2004

Joshua Pickus
Chief Executive Officer
Niku Corporation
305 Main Street
Redwood City, California 94063

Re:	Niku Corporation
	Registration Statement on Form S-3/A
	File No. 333-120653
	Filed on December 6, 2004

Dear Mr. Pickus,

	This is to advise you that we limited our review of the above
captioned registration statement to the matter identified below
and
have the following comment. Where indicated, we think you should
revise your document in response to this 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.

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 on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-3/A

Legal Opinion
1. We note that Exhibit 5.1 opines on the proposed common stock
offering that is being registered as part of the prospectus
supplement.  However, it does not appear that you have filed a
legality opinion that opines on all of the securities being
registered on the prospectus relating to a proposed "universal
shelf"
(e.g. common stock, preferred stock, debt securities, warrants,
etc.).  While we understand that you will continue to file dated
legality opinions of counsel for the appropriate securities when a
takedown occurs, please revise to file a signed legality opinion
that
specifically opines on the all of the securities that are
contemplated by the universal shelf registration statement prior
to
effectiveness.
Closing Comments

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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.

	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 this action 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 a 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.




	If you have any questions, please call Jeffrey B. Werbitt at
(202) 942-1957.  If you need further assistance, please contact
the
undersigned at (202) 942-1818 or Barbara C. Jacobs, Assistant
Director, at (202) 942-1800.

								Sincerely,



								Mark P. Shuman
								Branch Chief-Legal

cc:	Gregory C. Smith, Esquire
	Celeste E. Greene, Esquire
	Skadden, Arps, Slate, Meagher & Flom LLP
	525 University Avenue, Suite 1100
	Palo Alto, California 94301






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Niku Corporation
S-3/A
December 9, 2004
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