Mail Stop 4-06

								August 29, 2005

Daniel Lender
Chief Financial Officer
QAD, Inc.
6450 Via Real
Caprinteria, CA 93013

	Re:	QAD, Inc.
      Form 10-K for Fiscal Year Ended January 31, 2005
Forms 10-Q for Fiscal Quarter Ended April 30, 2005
      File No. 000-22823

Dear Mr. Lender:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for Fiscal Year Ended January 31, 2005

Note 1.  Summary of Business and Significant Accounting Policies,
page 56

Reclassification, page 57

1. We note your disclosure that the Company reclassified auction
rate
securities as of January 31, 2005 and January 31, 2004, from cash
and
cash equivalents to short-term investments (i.e., marketable
securities) on its consolidated balance sheet. Tell us how you
considered this reclassification in determining your disclosure
controls and procedures were effective as of January 31, 2005
pursuant to Item 307 of Regulation S-K and in your determination,
it
appears, that there were no changes in internal control over
financial reporting pursuant to Item 308 (c).
2. Tell us why you have not disclosed the reasons for
reclassifying
auction rate securities (i.e., to comply with SFAS 95) and the
impact
on the financial statements, specifically the balance sheet line
items affected.  In addition, it appears your auction rate
securities
are classified in current assets.  Considering this, tell us how
you
determined that you have a reasonable expectation of completing a
successful auction within the subsequent twelve-month period.
Refer
to paragraph 17 of SFAS 115 and Chapter 3A of ARB No. 43 as well
as
SFAS 95.

******

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please understand that we may have additional
comments after reviewing your responses to our comments.

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

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

You may contact Megan Akst, Staff Accountant, at (202) 551-3407 or
Tom Ferraro, Senior Staff Accountant who supervised this review,
at
(202) 551-3225 if you have questions regarding comments on the
financial statements and related matters, or me at (202) 551-3730
with any other questions.

							Very truly yours,



							Kathleen Collins
      Accounting Branch Chief
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Daniel Lender
QAD, Inc.
August 29, 2005
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