July 22, 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.
      Registration Statement on Form S-3
      File No. 333-119662
      Filed June 23, 2005

Dear Ms. Wolfe:

	This is to advise you that we have limited our review of the
above filing to the matters addressed in the comments below.  No
further review of the filing has been or will be made.  All
persons
who are by statute responsible for the adequacy and accuracy of
the
registration statement are urged to be certain that all
information
required under the Securities Act of 1933 has been included.

	Where indicated, we think you should revise your document in
response to these comments.  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.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  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 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.

General
1. Please expand your disclosure throughout the filing to provide
more information regarding the purpose of the trust.  For example,
why have you chosen to use a separate trust to issue restricted
stock
awards to employees of your non-French subsidiaries when it does
not
appear that you are required to do so?  Are there French law, tax
or
accounting benefits that result from the use of a separate trust?
Revise or advise accordingly.

2. Additionally, revise to better explain how the actions approved
by
your shareholders at the June 10, 2004 meeting affected your
ability
and/or decision to use the trust.  In this regard, we note that
your
legal opinion is subject to the board taking actions required to
cause shares issued under the 24th resolution of the meeting held
June 10, 2004.
Information Incorporated by Reference, page 48
3. Please update this section to include the Form 8-K filed on
July
12, 2005 and ensure that your future amendments are updated to
include all filings that are required to be incorporated by
reference
and are filed prior to effectiveness of the registration
statement.
See Interp. H.69 of the July 1997 CF Telephone Interpretations
Manual.

Legal Opinion
4. We note your counsel`s assumption that the Trust is validly
existing under the laws of the State of California and has
corporate
power and authority to conduct its business as described in the
Sub-
Plan Trust.  Please tell us why this assumption is necessary or
appropriate.  In this regard, we note that your registration
statement appears to cover the issuance of shares by Business
Objects
to the Trust and the distribution of shares from the Trust to
employees of certain subsidiaries.  You have also named the Trust
as
a selling shareholder.  In light of the foregoing, tell us why it
is
necessary to assume the existence and operation of the Trust when
Item 601(b)(5) of Regulation S-K requires a legal opinion with
respect to the issuance of shares by the company but does not
require
a similar opinion when selling shareholders choose to dispose of
their shares.  In response to this comment, specifically advise as
to
whether the Trust or the subsidiary employees act as the ultimate
selling shareholder.
5. We note that your legal opinion does not opine on whether the
shares are non-assessable.  Revise to conform with the
requirements
of Item 601(b)(5) of Regulation S-K.

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


      As appropriate, please amend your filing in response to
these
comments.  Please ensure that your amendment is marked in
accordance
with Item 310 of Regulation S-T.  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.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	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.

      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 22, 2005
Page 1