CORRESP 7 filename7.htm Correspondence

DAVIS POLK & WARDWELL

450 LEXINGTON AVENUE

NEW YORK, NEW YORK 10017

212-450-4000

FAX: 212-450-3800

 

WRITER’S DIRECT DIAL

212-450-4526

 

April 29, 2005

 

Re:    CSG Systems International, Inc.
     Registration Statement on Form S-3
     Post-Effective Amendment No. 3
     Registration No. 333-117427

 

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

 

Dear Sir/Madam:

 

On behalf of CSG Systems International, Inc. (the “Company”) and pursuant to the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 101(a) of Regulation S-T, we are submitting for filing Post-Effective Amendment No. 3 (the “Post-Effective Amendment No. 3”) to the Registration Statement on Form S-3 (Registration No. 333-117427) (as amended, the “Registration Statement”) in electronic format relating to the Company’s 2.50% Senior Subordinated Convertible Contingent Debt SecuritiesSM (CODESSM) due 2024 and the shares of common stock issuable upon conversion of the CODES. The primary reason for this filing is to update the selling securityholder information at the request of the selling securityholders.

 

This letter confirms that an oral request for acceleration of the effective date of the Post-Effective Amendment No. 3 will be made in accordance with Rule 461 of the Securities Act. The Company is aware of its obligations under the Securities Act.

 

If you have any questions or comments relating to this submission, please call me at (212) 450-4526.

 

Very truly yours,

/s/ Priya Udeshi


Priya Udeshi

 

Cc: Joseph T. Ruble

General Counsel and Corporate Secretary

CSG Systems International, Inc.