July 6, 2005


Mail Stop 4561

Ms. Susan J. Wolfe, Esq.
Senior Vice President, General Counsel and Secretary
c/o Business Objects America
3030 Orchard Parkway
San Jose, CA 95134

      Re:	Business Objects S.A.
      Amendment No. 2 to Registration Statement on Form S-3
      File No. 333-119662

Dear Ms. Wolfe:

	In connection with our limited review of your filing, we have
reviewed your second amendment and have the following additional
comments.

Prospectus Cover Page
1. We note that you filed an additional Form S-3 (333-126082) on
June
23, 2005.  Please revise the cover page to disclose the existence
of
this separate offering and to indicate the number of shares
covered
by the other registration statement.  Additionally, please note
that
comments regarding registration statement number 333-126082 will
be
sent under separate cover.
Legal Opinion

2. Please file a revised legal opinion updated to refer to the
increased number of shares being offered under the registration
statement.


**	**	**	**	**	**


      As appropriate, please amend your registration statement in
response to these comments.  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 responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      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 Sara Kalin at (202)
551-
3454.  If you require further assistance, you may call me at (202)
551-3730.

								Sincerely,



								Mark P. Shuman
								Branch Chief-Legal


cc:	Via Facsimile
      John T. Sheridan, Esq.
      Julia Reigel, Esq.
      Michael Post, Esq.
      Wilson Sonsini Goodrich & Rosati
      Professional Corporation
      650 Page Mill Road
      Palo Alto, CA 94304
      Telephone: (650) 493-9300
      Facsimile:  (650) 493-6811

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Ms. Susan Wolfe
Business Objects S.A.
July 6, 2005
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