<SEC-DOCUMENT>0000814133-13-000051.txt : 20131112
<SEC-HEADER>0000814133-13-000051.hdr.sgml : 20131111
<ACCEPTANCE-DATETIME>20131112131044
ACCESSION NUMBER:		0000814133-13-000051
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20131112
DATE AS OF CHANGE:		20131112

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ULTIMATE SOFTWARE GROUP INC
		CENTRAL INDEX KEY:			0001016125
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				650694077
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-55395
		FILM NUMBER:		131209073

	BUSINESS ADDRESS:	
		STREET 1:		ULTIMATE SOFTWARE GROUP INC
		STREET 2:		2000 ULTIMATE WAY
		CITY:			WESTON
		STATE:			FL
		ZIP:			33326
		BUSINESS PHONE:		9542661000

	MAIL ADDRESS:	
		STREET 1:		ULTIMATE SOFTWARE GROUP INC
		STREET 2:		2000 ULTIMATE WAY
		CITY:			WESTON
		STATE:			FL
		ZIP:			33326

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WASATCH ADVISORS INC
		CENTRAL INDEX KEY:			0000814133
		IRS NUMBER:				870319391
		STATE OF INCORPORATION:			UT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		505 WAKARA WAY
		STREET 2:		3RD FLOOR
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84108
		BUSINESS PHONE:		8015330777

	MAIL ADDRESS:	
		STREET 1:		505 WAKARA WAY
		STREET 2:		3RD FLOOR
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84108
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>ulti1113.txt
<TEXT>
SCHEDULE 13G
Amendment No. 3
Name of Issuer: Ultimate Software Group, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 90385D107
Item 1: Reporting Person: Wasatch Advisors, Inc. 87-0319391
Item 2: Check Box If Member of Group: Not Applicable
Item 3: SEC Use
Item 4: Place of Organization: Utah
Items 5-8: Number of Shares Owned With:
Item 5: Sole Voting Power: 1,340,759
Item 6: Shared Voting Power: 0
Item 7: Sole Dispositive Power: 1,340,759
Item 8: Shared Dispositive Power: 0
Item 9: Aggregate Amount Owned: 1,340,759
Item 10: Check Box If Aggregate Amount Excludes Certain Shares: N/A
Item 11: Percent of Class Owned: 4.8%
Item 12: Type of Reporting Person: IA

Item 1(a): Name of Issuer: Ultimate Software Group, Inc.
Item l(b): Address of Issuer:
2000 Ultimate Way, Weston, FL 33326
Item 2(a): Name of Person Filing: Wasatch Advisors, Inc.
Item 2(b): Address: 505 Wakara Way, 3rd Flr, Salt Lake City, UT 84108
Item 2(c): Citizenship: Not Applicable
Item 2(d): Title of Class of Securities: Common Stock
Item 2(e): CUSIP Number: 90385D107
Item 3(e): Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
Item 4(a): 	Amount Owned: 1,340,759
Item 4(b): 	Percent of Class Owned: 4.8%
Item 4(c)(i): Sole Voting Power: 1,340,759
Item 4(c)(ii): Shared Voting Power: 0
Item 4(c)(iii): Sole Dispositive Power: 1,340,759
Item 4(c)(iv): Shared Dispositive Power: 0
Item 5: Check Box If Ownership Is 5% or Less of Class: [X]
Item 6. Ownership of More Than 5% on Behalf of Another Person: N/A
Item 7: Identification of Subsidiary: Not Applicable
Item 8: Identification of Members of Group: Not Applicable
Item 9: Notice of Dissolution of Group: Not Applicable
Item 10: Certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct as of October 31, 2013.
Date: 11/12/13
Signature: /s/Jeff S. Cardon
Name/Title: Jeff S. Cardon/CEO
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>