June 10, 2005

Craig Wilson
Senior Assistant Chief Accountant
U.S. Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549

Re: The Reynolds and Reynolds Company
    File no. 001-10147
    Form 10-K:  For the Year Ended September 30, 2004
    Form 10-Q:  For the Quarterly Period Ended December 31, 2004

Dear Mr. Wilson,

The following comments are in response to the staff's additional comment letter
dated May 17, 2005. For convenience of reference, our responses are organized
using the same headings and numbered captions as your letter.

Annual Report on Form 10-K for the Year Ended September 30, 2004

Consolidated Balance Sheets, page 35

Prior Comment no. 2

1.    Comment

      We have considered your response to our prior comment no. 2 and do not
      find your reasons for omitting a consolidated balance sheet and statement
      of cash flows persuasive. As previously requested, revise future filings
      to present consolidated balance sheets and statements of cash flows
      without segregating your automotive solutions and financial services
      assets, liabilities and cash flows. Further, ensure to classify your
      assets and liabilities between current and long-term pursuant to Article
      5-02 of Regulation S-X.

2.    Comment

      As noted in our prior comment no. 2, we would not object to your
      presenting "tiered" financial statements as supplemental information in
      addition to your consolidated financial statements if you believe they are
      useful and meaningful to investors. If you choose to present tiered
      information within your primary financial statements, it should
      immediately

                                        1


      follow the corresponding consolidated financial statement. For example, if
      you present a tiered balance sheet, it should immediately follow your
      consolidated balance sheet, preferably with the word "supplemental" in the
      title of the tiered financial statement. Other alternatives may be to
      present this information either in a footnote to your primary financial
      statements or in a separate statement following your primary financial
      statements as supplemental information. In addition, when "tiered"
      financial statements are presented, your disclosures should include an
      explanation of why the information is being presented, and if presented
      for selective financial statements (balance sheet only, for example), you
      should explain why. Finally, we would expect the company's audit report to
      include any such supplemental statement that you file.

      Management's Responses to Comments 1 and 2

      At the SEC's request, future filings will include consolidated balance
      sheets and statements of cash flows without segregating automotive
      solutions and financial services. Assets and liabilities will be
      classified between current and long-term pursuant to Article 5-02 of
      Regulation S-X. The company has decided not to present any supplemental
      financial statements at this time. If the company chooses to present
      supplemental financial statements in the future, it will be marked as
      supplemental and presented immediately after the primary financial
      statements.

Prior Comment no. 3

3.    Comment

      We note that you have recorded current and non-current deferred costs and
      license fees at September 30, 2004 and 2003. With respect to these
      deferred costs and license fees tell us the nature of the transactions
      that resulted in you recording these costs/fees, your policy for
      recognizing these costs as an expense, the authoritative literature that
      applies and if applicable, how these costs relate to your deferred
      revenue.

      Management's Response

      As a software vendor the company uses other software vendors' solutions in
      developing and delivering its own software solutions. The company
      typically purchases these software licenses in advance and in bulk to
      obtain a lower per unit cost than if purchased each time we sell a
      solution to a customer and utilize a third party license. The company
      capitalizes these actual costs paid to third parties as required by FASB
      Concept Statement No. 6. These costs represent a future benefit as the
      company licenses the software, the company controls our customers' access
      to these licenses and the transaction giving right to the company's
      control of this future benefit has already occurred (FASB Concept
      Statement No. 6, paragraph 26). The company's policy is to expense these
      costs over the implementation period in which software revenues are
      recorded.

      Deferred costs consist of set-up and training costs for which software
      revenues or hosting revenues have not yet been recognized. These costs are
      deferred as permitted by SAB 104, Topic 13A, Section 3f, Questions 3
      through 5. This guidance permits costs incurred in the acquisition of a
      customer contract that results in the deferral of revenues to be either
      expensed as incurred or accounted for in accordance with FTB 90-1
      paragraph 4 or SFAS 91

                                        2


      paragraph 5. This guidance states that costs that are directly related to
      the acquisition of a contract and that would not have been incurred but
      for the acquisition of that contract should be deferred and charged to
      expense in proportion to the revenue recognized. The company's policy is
      to expense these deferred costs over the contract period as revenues are
      recognized. In future filings the company will disclose this policy
      regarding deferred costs.

Prior Comment no. 4

4.    Comment

      We note that you consider your hardware installation service to be
      software related and subject to SOP 97-2. Supplementally, clarify why your
      hardware installation services are considered software related when your
      hardware element is not software related. Tell us how you have considered
      EITF 03-5 when making this determination. As part of your response,
      clarify whether your hardware installation services include any software
      installation services or whether you have a separate software installation
      service element contained in your arrangements.

      Management's Response

      The company's arrangements include a separate hardware installation fee
      and a separate software training fee. There is no software installation
      fee as the software is loaded on the hardware prior to shipment to the
      customer.

      EITF 03-5 states, "In an arrangement that includes software that is more
      than incidental to the products or services as a whole, software and
      software-related elements are included within the scope of SOP 97-2.
      Software-related elements include software products and services such as
      those listed on paragraph 9 of SOP 97-2 as well as any non-software
      deliverable(s) for which a software deliverable is essential to its
      functionality. For example, in an arrangement that includes software,
      computer hardware that will contain the software, and additional unrelated
      equipment, if the software is essential to the functionality of the
      hardware, the hardware would be considered software-related and,
      therefore, included within the scope of SOP 97-2. However, because the
      software is not essential to the functionality of the unrelated equipment,
      the equipment would not be considered software-related and would,
      therefore, be excluded from the scope of SOP 97-2."

      The company's software is not essential to the functionality of the
      hardware. Therefore the hardware is not considered software-related and
      not included within the scope of SOP 97-2. Similarly, because the
      company's software is not essential to the functionality of the hardware,
      the software is not essential to the functionality of the hardware
      installation services either. Therefore, the hardware installation
      services are not considered software-related under EITF 03-5 and are
      excluded from the scope of SOP 97-2.

      Because both paragraph 4 of SOP 97-2 and paragraph 4(a)ii of EITF 00-21
      require separation of leased hardware from the remainder of the
      arrangement using an entity's best estimate of fair value, the company has
      separated the leased hardware from the remainder of the arrangement and
      accounted for its direct financing leases of hardware in accordance with
      SFAS 13 as discussed in Appendix A. Unlike leased hardware, however, which
      is required

                                        3


      to be separated, hardware installation is not directly addressed by SFAS
      13. Accordingly, in these situations, paragraph 4 (a) iii of EITF 00-21
      requires that the separation criteria of EITF 00-21 be applied.
      Specifically paragraphs 8-10 of EITF 00-21 provide direction as to whether
      deliverables in an arrangement represent separate units of accounting.
      Paragraph 8 states that a vendor should evaluate all deliverables in an
      arrangement to determine whether they represent separate units of
      accounting. Paragraph 9 states, "in an arrangement with multiple
      deliverables, the delivered item(s) should be considered a separate unit
      of accounting if all of the following criteria are met."

             -    The delivered item(s) has value to the customer on a
                  standalone basis. That item(s) has value on a standalone basis
                  if it is sold separately by any vendor or the customer could
                  resell the delivered item(s) on a standalone basis.

             -    There is objective and reliable evidence of the fair value of
                  the undelivered item.

             -    If the arrangement includes a general right of return,
                  relative to the delivered item, delivery or performance of the
                  undelivered item(s) is considered probable and substantially
                  in the control of the vendor.

      The company does not have evidence of fair value of the software training
      services which are not delivered until after hardware installation
      services have commenced. Therefore the company does not meet the second
      criteria of paragraph 9 of EITF 00-21. Accordingly, the company combined
      the hardware installation services with the software and software training
      services for revenue recognition purposes.

      Paragraph 10 of EITF 00-21 states, "The arrangement consideration
      allocable to a delivered item(s) that does not qualify as a separate unit
      of accounting within the arrangement should be combined with the amount
      allocable to the other applicable undelivered item(s) within the
      arrangement. The appropriate recognition of revenue should then be
      determined for those combined deliverables as a single unit of accounting.

      Paragraph 12 of SOP 97-2 states that if VSOE does not exist for the
      allocation of revenue to the various elements of the arrangement, and if
      the only undelivered element is services that do not involve significant
      production, modification, or customization of software (for example,
      training or installation), the entire fee should be recognized over the
      period during which the services are expected to be performed.

      Accordingly, the company has recognized revenues for software (the
      delivered item), software training services and hardware installation
      services (the undelivered items) as a single unit of accounting, over the
      period in which hardware installation services and software training
      services are provided, in accordance with this guidance.

5.    Comment

      We note that your hardware element is accounted for as a leasing
      arrangement in accordance with SFAS 13. Tell us the classification of your
      leases pursuant to the criteria in paragraphs 6 through 8 of SFAS 13.
      Further, tell us how you considered the disclosure requirements of
      paragraph 23 of SFAS 13 for your lease arrangements. We may have
      additional comments based on your response.

      Management's Response

                                        4


      The company's leases are classified as direct financing leases. The leases
      are not classified as sales-type leases because the company is not
      considered a hardware dealer as it does not generate a dealer's profit on
      the sale of hardware. The company meets the criteria of paragraph 7d of
      SFAS 13 and both criteria of paragraph 8 of SFAS 13. In note 6 to the
      consolidated financial statements included in the company's annual report
      on Form 10-K for the year ended September 30, 2004, the company has
      disclosed future minimum lease payments (product financing receivables),
      unguaranteed residual values, unearned interest income and minimum lease
      payments (product financing receivables) due for the next five years. At
      September 30, 2004, initial direct costs were $3,141,000 and included in
      the line titled other of note 6 to the consolidated financial statement.

6.    Comment

      We note that you have established vendor specific objective evidence
      (VSOE) of fair value for the recurring component (software support and
      hardware maintenance) of your arrangements based on the renewal rate.
      Clarify whether your arrangements contain separate renewal rates for your
      software support and hardware maintenance or whether they contain one
      renewal rate for the recurring component. Supplementally clarify,

             -    Whether you have established VSOE of the fair value for such
                  service in accordance with paragraph 57 of SOP 97-2. If not,
                  tell us how your current method of establishing VSOE of fair
                  value for your software support is appropriate considering
                  that your recurring component contains a non-SOP 97-2
                  deliverable.

             -    How using the renewal rate to establish fair value of your
                  hardware maintenance service complies with SFAS 13. Tell us
                  how you apply the guidance in SFAS 13 to establish fair value
                  of your hardware maintenance element. Further, tell us whether
                  your hardware leasing arrangements include a separate fee for
                  maintenance services or whether maintenance services are
                  included in the total hardware consideration.

      Management's Response

      The company's arrangements contain separate renewal rates for hardware
      maintenance and software support. VSOE of fair value for software support
      has been determined consistent with the guidance of paragraph 57 of SOP
      97-2. The software support does not contain a non-software deliverable.
      The company's leasing arrangements also contain a separate fee for
      hardware maintenance. Under SFAS 13 the company is required to separate
      the maintenance element from the hardware lease based on a reasonable
      estimate of the fair value of the maintenance element. The company
      believes that the separately stated fee for hardware maintenance, as
      validated by renewals of its customers at those rates, provides a
      reasonable estimate of the fair value of the hardware maintenance element.

7.    Comment

      Your response indicates that you recognize revenue for your software
      license, installation and training elements of your arrangements over the
      system implementation period as the solution becomes available for use by
      the customer since VSOE of fair value does not exist for these elements.
      Paragraph 12 of SOP 97-2 states that, "if sufficient VSOE evidence does
      not exist for the allocation of revenue to the various elements of the
      arrangement, all revenue should be deferred until the earlier of the point
      at which such sufficient VSOE does exist or all elements of the
      arrangement have been delivered." Considering this guidance,

                                        5


      supplementally tell us why you believe that it is appropriate for you to
      recognize revenue on these elements of your arrangements prior to the
      point at which such sufficient fair value of VSOE exists for all elements
      of the arrangement.

      Management's Response

      The company has established VSOE of fair value for the recurring PCS
      element of its arrangements because the arrangements include renewal
      rates. Accordingly, the company allocates revenues to the PCS element and
      accounts for such element separately over the PCS term, which does not
      commence until after installation and training is complete. The remaining
      arrangement fee which relates to software, installation and training is
      recognized in accordance with the second bullet of paragraph 12 of SOP
      97-2 which states that if the only undelivered element is services that do
      not involve significant production, modification, or customization of
      software (for example, training or installation), the entire fee should be
      recognized over the period during which the services are expected to be
      performed. The only undelivered elements from the one-time component are
      installation and training services. Accordingly, the company recognizes
      the one-time fees for software licenses, installation and training over
      the period in which the installation and training services occur,
      consistent with the guidance of paragraph 12 of SOP 97-2.

8.    Comment

      We note that your customers do not sign a certificate of acceptance until
      implementation services have been completed. Supplementally, explain how
      you have determined that uncertainty does not exist about customer
      acceptance considering that you have a business practice of allowing
      returns for credit during the implementation phase of your arrangements.
      See paragraph 20 of SOP 97-2.

      Management's Response

      The certificate of acceptance (C of A) was a document between the customer
      and our wholly owned finance subsidiary. This document had been used for
      more than ten years for the purpose of initiating the invoicing of the
      monthly lease payment. The C of A did not give the customer the right to
      return the system or in any way cancel the original customer order or
      obligation. The company has separate legal contracts for the finance
      subsidiary activity to facilitate any potential sale of receivables to
      third parties.

      In 2002, the company stopped requiring a certificate of acceptance. Thirty
      days after the end of software training the finance subsidiary pays the
      parent company and activates the lease, which begins the payment cycle
      from the customer. The customer no longer signs a certificate of
      acceptance.

      In the past when the company required acceptance certificates, the
      customer's acceptance was based on subjective matters, and as a result,
      was evaluated by the company similar to other general rights of return
      provided to customers in accordance with SAB Topic 13A 3(b) Question 1(b).
      As mentioned in our previous response letter, the company has established
      a credit memo reserve based on historical experience as required by SFAS
      48.

9.    Comment

                                        6


      Your response states that documents are normally sold apart from software
      in a separate contract without any other elements. Supplementally tell us
      how your revenue recognition is impacted when documents are included as an
      element of your software arrangements. As part of your response, clarify
      whether you have established fair value of your documents element in
      accordance with EITF 00-21.

      Management's Response

      To clarify, documents are not sold with or bundled with software. A
      software contract may include the separate pricing, which equals fair
      value, of documents as part of the agreement. This would happen on rare
      occasions. Documents are ordered, shipped and invoiced separately from
      software.

10.   Comment

      Your disclosure for multiple elements does not appear to fully comply with
      the requirements of SAB 104, Topic 13.B Question 1, to clearly state the
      accounting policy for each unit of accounting as well as how units of
      accounting are determined and valued. Supplementally, tell us how you plan
      to more fully comply with this guidance.

      Management's Response

      The company will expand the disclosure in the revenue recognition section
      in its summary of significant accounting policies footnote. The revised
      wording is attached as Appendix A and will be included in the company's
      next quarterly filing for the period ended June 30, 2005.

Prior Comment no. 6

11.   Comment

      We note that you have classified hosting revenue as software even though
      you have concluded that your hosting revenue is outside the scope of SOP
      97-2 based on the provisions of EITF 00-3. As paragraph 5 of EITF 00-3
      states that such arrangements are considered "service contracts", revenue
      derived from such arrangements should be classified as service revenue.
      Supplementally, tell us how you plan to comply with this guidance.

      Management's Response

      At the SEC's request, the company will report revenues from hosting
      services with service revenues in future filings. The company does not
      believe that its revenues from hosting services were material in any of
      the three years ended September 30, 2002, 2003 or 2004. Hosting revenues
      were $2,216,000 in 2002 (.2% of total revenues), $11,587,000 in 2003 (1.1%
      of total revenues) and $27,119,000 in 2004 (2.8% of total revenues).

Prior Comment no. 7

12.   Comment

      Your response states, in part, that you continually develop new
      applications that integrate with your core system. Supplementally, clarify
      whether you are required to or have a practice of delivering any new
      applications that you develop to your customers during the financing
      period. If so, tell us whether these deliverables are considered specified
      upgrade

                                        7


      rights, unspecified upgrade rights or additional software products based
      on the guidance of SOP 97-2 and how you account for such rights.

      Management's Response

      The statement in management's response dated April 12, 2005, referred to
      the company's new product development efforts. The company is not required
      to deliver any new applications during the financing period or at any
      other time. The company does have a practice of enhancing its existing
      software from time to time, but is under no obligation to do so. These
      enhancements are made available when and if available at no additional
      charge to customers that enter into a software support agreement. These
      enhancements are considered unspecified upgrades and considered a part of
      PCS according to SOP 97-2 paragraph 56. The company recognizes revenue for
      software support (i.e. PCS), including unspecified upgrades, on a
      straight-line basis over the contractual PCS term.

Note 12. Segment Reporting, page 55

Prior Comment no. 10

13.   Comment

      Your response indicates that the way you have grouped similar services in
      the Form 10-Q for the quarter ended December 31, 2004 is appropriate based
      on the provision of paragraph 37 of SFAS 131. However, we note that you
      have grouped all your services for your Software Solution segment into one
      amount. Supplementally, tell us why the services classified in your
      Software Solutions segment, including hosting, installation, training,
      hardware maintenance and software support, are similar.

      Management's Response

      The company's present services disclosure includes revenues from
      installation, training, consulting, hardware maintenance and
      transaction-based services. It does not include hosting revenues because
      these were reported as software under products revenues. The company has
      agreed to report hosting revenues as services in future filings. Hosting
      revenues were not material in prior filings. See management's response to
      comment 11.

      Software support is not included with services, but reported under
      products as software. The software support fees include the right to
      software enhancements or maintenance, such as updates to payroll tax
      rates, etc., in addition to the right to call the company for technical
      assistance. In some instances the company has sold a term software license
      and bundled the software license, software enhancements and technical
      support into one monthly fee which is recognized as revenue on a
      straight-line basis over the term of the software license. It is not
      practical to separate the bundled monthly software fee into product and
      service components because these items are never sold apart from one
      another and are not priced separately. The company also manages the
      monthly software fee as one product line and has no internal financial
      statements that separate software enhancements from technical assistance.

                                        8


      The company's services offerings include installation, training,
      consulting and hardware maintenance. In determining if these services are
      similar, the company considered the following criteria.

             -    The nature of the products and services - Installation,
                  training, consulting and hardware maintenance services all
                  involve people providing computer services. These computer
                  services all relate to implementing or maintaining a computer
                  system for the company's customers. These services involve
                  preparing hardware for use, teaching customers how to use the
                  software, improving processes in the dealership to take
                  advantage of software capabilities and ensuring that hardware,
                  once installed, operates smoothly. The company markets this
                  "turnkey" or "one-stop" approach to customers, selling a
                  complete computer system and related services in a single
                  transaction, providing customers one point of contact for the
                  entire solution.

             -    The type or class of customer for their products and services
                  - The company's services are provided to one type of customer,
                  being automobile dealers.

             -    The methods used to distribute their products or provide their
                  services - The company's installation, training, consulting
                  and hardware maintenance services are delivered by service
                  personnel employed by the company and located throughout the
                  U.S. and Canada. The company prices installation, training,
                  consulting and hardware installation services either per unit
                  (per day or time/materials) or as a package (i.e. software
                  training package or hardware maintenance contract).

      After reviewing the criteria above and in paragraph 37, the company
      believes that these installation, training, consulting and hardware
      maintenance services are similar, as opposed to hosting services which the
      company will report separate from these services in future filings.

      The company has also identified other services that are transaction-based
      as opposed to the delivery of installation, training, consulting or
      hardware maintenance services by employees. These transaction-based
      services provide the company revenues based on the number of customer
      transactions processed (i.e. the number of credit reports). These
      transaction based services represented 5.8% of total revenues for the
      quarter ended December 31, 2004, 6.1% for the year ended September 30,
      2004, 6.7% for the year ended September 30, 2003 and 7.0% for the year
      ended September 30, 2002. The Company will report these transaction-based
      services separately in future filings.

Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2005

Statements of Consolidated Income (Unaudited), page 3

14.   Comment

      We note your presentation of Basic and Diluted Earnings Per common share.
      Tell us why you have not disclosed reconciliations of the numerators and
      denominators for your earnings per share computations pursuant to
      paragraphs 40 and 41 of SFAS 128. In addition, considering you have Class
      A and Class B common stock, tell us what consideration you have given to
      the two-class method for computing earnings per share pursuant to EITF
      03-6.

      Management's Response

                                       9


      The company disclosed in its annual report on Form 10-K that the numerator
      in both the basic and diluted earnings per share calculations is net
      income. The only reconciling item between the denominator used in the
      basic earnings per share calculation and the denominator used in the
      diluted earnings per share calculation is the effect of employee stock
      options and restricted stock awards. In future filings, the company will
      include this disclosure and reconciliation in the footnotes to its interim
      consolidated financial statements, as well as in its annual consolidated
      financial statements, in accordance with SFAS 128.

The company does have two classes of common stock. The following disclosure was
included in note 8 to the company's September 30, 2004 consolidated financial
statements.

      -     Dividends on Class A common shares must be twenty times the
            dividends on Class B common shares and must be paid simultaneously.
            Each share of Class A common and Class B common is entitled to one
            vote. The Class B common shareholder may convert twenty Class B
            common shares to one share of Class A common. The company has
            reserved sufficient authorized Class A common shares for Class B
            conversions and stock-based compensation plans.

      -     Each outstanding Class A common share has one preferred share
            purchase right. Each outstanding Class B common share has
            one-twentieth of a right. Rights become exercisable if a person or
            group acquires or seeks to acquire, through a tender or exchange
            offer, 15% or more of the company's Class A common shares. In that
            event, all holders of Class A common shares and Class B common
            shares, other than the acquirer, could exercise their rights and
            purchase preferred shares at a specified amount. At the date of
            these financial statements, except for the preferred share purchase
            rights, the company had no agreements or commitments with respect to
            the sale or issuance of the preferred shares and no preferred shares
            were outstanding.

The company' Class A common and Class B common shares are not participating
securities as described in paragraph 8 of EITF 03-6 and paragraph 60(a) of SFAS
128. Participating securities are defined as, "securities that may participate
in dividends with common stocks according to a predetermined formula (for
example, two for one) with, at times, an upper limit on the extent of
participation (for example, up to, but not beyond, a specified amount per
share)." Participating securities may participate in dividends with common
stocks, they are not common stocks themselves. The company's Class A common and
Class B common shares are both common shares. Both Class A common and Class B
common shares have the right to vote, the right to share in earnings and the
right to share in assets on liquidation.

Issue 7 of EITF 03-6 provides examples to illustrate the application of the
two-class method of computing basic earnings per share for an entity that has
participating convertible preferred stock and participating and an entity that
has participating convertible bonds. The company's Class A common and Class B
common shares are not convertible preferred stock or convertible debt.

Based on the guidance in SFAS 128 and EITF 03-6, the company believes that
determining basic and diluted earnings per share using the if-converted method
is appropriate.

Note 2. Reclassifications, page 6

                                       10



15.   Comment

      We note that you have made significant changes to your previously reported
      consolidated balance sheets and statements of cash flows related to
      classifications of auction rate securities from cash equivalents to
      short-term investments. Supplementally, explain to us how you determined
      that prospective disclosure of these changes was appropriate and tell us
      what consideration you gave to characterizing these changes as
      restatements and amending previously filed Exchange Act reports. In
      addition, tell us how you considered this change in concluding that your
      disclosure controls and procedures were effective as of September 30, 2004
      and December 31, 2004.

      Management's Response

      The company considered the following qualitative and quantitative factors
      from SAB 99 in reaching the conclusion that no amendment of prior filings
      was required as of September 30, 2004 and December 31, 2004.

            -     There was not a material impact on current assets because the
                  company's auction rate securities were classified as
                  short-term marketable securities.

            -     There was no impact on net income.

            -     There was no impact on operating cash flows.

            -     The reclassification of the company's investments in auction
                  rate securities would not have affected the financial results
                  of a segment or another portion of the business that has been
                  identified as playing a significant role in operations or
                  profitability.

            -     The company's debt covenants were not affected because the
                  only debt covenants are minimum interest coverage and
                  consolidated leverage ratios.

            -     The classification of the company's investments in auction
                  rate securities did not have any impact on management's
                  compensation.

            -     The classification of the company's investments in auction
                  rate securities did not involve or conceal an unlawful
                  transaction.

            -     The reclassification of the company's investments in auction
                  rate securities would not have changed a reasonable person's
                  investment decision because the investments are so readily
                  marketable.

            -     The reclassification of the company's investments in auction
                  rate securities would not have caused a significant positive
                  or negative market reaction.

            -     The following table lists the financial statement line items
                  affected by the reclassification. Subtotals have not been
                  shown and all amounts are in thousands of dollars.



                                        September 30, 2004                   December 31, 2004
                                 Original    Revised      Change      Original    Revised      Change
                                 --------    -------     -------      --------    -------     -------
                                                                            
INCOME STATEMENTS
No changes

BALANCE SHEETS
Cash                             $116,792    $79,772    ($37,020)     $138,929    $81,989    ($56,940)
Marketable Securities            $      0    $37,020     $37,020      $      0    $56,940     $56,940

CASH FLOW STATEMENTS
Marketable securities purchased  $      0   ($27,100)   ($27,100)     $      0   ($28,000)   ($28,000)
Marketable securities sold       $      0    $19,180     $19,180      $      0    $ 8,080     $ 8,080


                                       11



            Based on the above factors and considering SAB 99, the company
            determined that no amendment to its prior filings is required;
            therefore prospective disclosures do not constitute a material
            weakness in the company's disclosure controls and procedures.

16.   Comment

      We note that you have determined to classify your auction rate securities
      as current. Supplementally, tell us whether any of the securities that
      have been classified as current have long-term maturity dates. If so,
      justify the classification as current by addressing how you determined
      that you have a reasonable expectation of completing a successful auction
      within a subsequent twelve-month period. Refer to SFAS 115, paragraph 17
      and ARB No. 43, Chapter 3A. Further, tell us what consideration you gave
      to disclosing the actual maturity dates of these securities and the
      judgments and assumptions involved in determining the classification.

      Management's Response

      In the company's balance sheet as of September 30, 2004, included in Form
      10-Q for the quarter ended March 31, 2005, the company did classify all
      investments in auction rate securities as current assets. The underlying
      securities did have long-term maturity dates. The company's investments in
      these securities went to auction every 7 to 35 days. If the company did
      not bid on the security, then the company's investment was sold to another
      bidder. The company has never been involved in a failed auction and failed
      auctions regarding auction rate securities are extremely rare. So
      effectively, the company's investment had a much shorter maturity than the
      maturity of the underlying security. The company's past experience as well
      as the experience of the industry gave the company a reasonable
      expectation that a successful auction would be completed within a twelve
      month period.

      The company's investments in auction rate securities are considered
      available-for-sale because they do not meet the SFAS 115 definitions of
      either held-to-maturity securities or trading securities. The company's
      investments in auction rate securities do not meet the definition of
      held-to-maturity securities because the company does not have the intent
      to hold the investments until maturity (paragraph 7 of SFAS 115). The
      company's investments in auction rate securities do not meet the
      definition of trading securities because the company does not engage in
      active buying and selling of securities with the objective of generating
      profit on short-term differences in price (paragraph 12(a) of SFAS 115).

      ARB 43, chapter 3A, paragraph 4 states, "for accounting purposes, the term
      current assets is used to designate cash and other assets or resources
      commonly identified as those which are reasonably expected to be realized
      in cash or sold or consumed during the normal operating cycle of the
      business. Thus the term comprehends in general such resources as... (f)
      marketable securities representing the cash available for current
      operations,...." ARB 43, chapter 3A, paragraph 5 states, "A one-year time
      period is to be used as a basis for the segregation of current assets in
      cases where there are several operating cycles occurring within a year."
      Accordingly, the investments in auction rate securities were classified as

                                       12



      current assets because the investments in auction rate securities were
      reasonably expected to be realized in cash within one year.

      The company did not consider disclosing the underlying maturity dates of
      these securities because the company reasonably expected to realize its
      investments in auction rate securities in cash within one year. The
      company sold all of its investments in auction rate securities in March
      2005.

17.   Comment

      We note you have revised your consolidated statements of cash flows to
      comply with SEC guidance. We also note from your disclosure that prior to
      revising your cash flows, inter-company receivables, which were included
      in trade receivables, were historically included in operating activities.
      It appears from this disclosure that inter-company receivables are
      recorded in trade receivables and have not been eliminated in
      consolidation. Confirm to us that all inter-company balances have been
      eliminated in your financial statements and that there are no
      inter-company receivables or payables recorded in your consolidated
      balance sheet.

      Management's Response

      All inter-company balances, both receivables and payables, have been
      eliminated from the company's balance sheet and have always been
      eliminated from the company's balance sheet. Prior to making revisions to
      present a consolidated statement of cash flows (see comment 1), the
      company presented cash flows from automotive solutions separately from
      financial services cash flows. In preparing these separate cash flow
      statements, trade receivables from financial services were not eliminated
      in preparing the automotive solutions cash flow statement. Now that the
      company is presenting a consolidated statement of cash flows, the
      inter-company receivables have been eliminated. That is why the change in
      inter-company receivables is a reconciling item when comparing the
      combined separate cash flow statements to the consolidated statement of
      cash flows.

Controls and Procedures, page 20

18.   Comment

      We note that your Chief Executive Officer and Chief Financial Officer have
      concluded the company's disclosure controls and procedures are effective
      "after implementing the aforementioned actions". Given the exception
      noted, it remains unclear whether your Chief Executive Officer and Chief
      Financial Officer have concluded that your disclosure controls and
      procedures are effective as of March 31, 2005. Please revise your
      disclosure to state, in clear and unqualified language, the conclusions
      reached by your Chief Executive Officer and Chief Financial Officer on the
      effectiveness of your internal controls and procedures. For example, if
      true, you can state that your disclosure controls and procedures are
      effective including consideration of the identified matters, so long as
      you provide appropriate disclosure explaining how the disclosure controls
      and procedures were determined to be effective in light of the identified
      matters. Or, if true, you can state that given the identified matters,
      your disclosure controls and procedures are not effective. You should not
      however, state the conclusion in your current disclosure, which appears to
      state that your disclosure

                                       13



      controls and procedures are effective except to the extent they are not
      effective. We refer you to Exchange Act Rule 13a-15, Item 307 of
      Regulation S-K and SEC Release No. 33-8238.

      Management's Response

      Finbarr J. O'Neill, the company's Chief Executive Officer, and Dale L.
      Medford, the company's Chief Financial Officer, have conducted an
      evaluation of the effectiveness of the company's disclosure controls and
      procedures pursuant to Exchange Act Rule 13a-15 as of March 31, 2005, and
      each has concluded that such disclosure controls and procedures are
      effective in ensuring that all material information required to be
      disclosed in our periodic reports filed under the Exchange Act is
      recorded, processed, summarized and reported within the time periods
      specified by the Securities and Exchange Commission's rules and forms.
      This evaluation included the segregation of duties concerns in the
      company's small European operations, which the certifying executives found
      to be insignificant and of no effect to their conclusions because of such
      immateriality. The company conservatively chose to mention the matter to
      inform investors fully of the Section 404 process the company is
      undertaking. There have been no changes to internal controls over
      financial reporting during the quarter ended March 31, 2005, that have
      materially affected or are reasonably likely to materially affect, the
      company's internal control over financial reporting. The company will make
      sure that the effectiveness of disclosure controls and procedures is more
      clearly communicated in future filings.

19.   Comment

      Supplementally, tell us whether you considered the "segregation of duties
      concerns" to be a material weakness. If it is a material weakness expand
      your disclosure to describe the factors you considered in determining that
      your disclosure controls and procedures were effective as of March 31,
      2005.

      Management's Response

      The segregation of duties concerns did not constitute a material weakness
      in the company's disclosure controls and procedures as of March 31, 2005.
      The company wanted to keep investors informed regarding the company's
      findings and corrective actions as part of complying with Section 404 of
      the Sarbanes-Oxley Act of 2002. In future filings the company will clearly
      state whether a discovery constitutes a material weakness in the company's
      disclosure controls and procedures.

20.   Comment

      We note in your disclosure that "...except as mentioned above, there have
      been no changes in the company's internal controls over financial
      reporting that occurred during the fiscal period covered by this quarterly
      report that has materially affected, or is reasonably likely to materially
      affect, the company's internal controls over financial reporting". Revise,
      to state clearly, if correct, that there were changes in your internal
      control over financial reporting that occurred during this quarter that
      have materially affected, or are reasonably likely to materially affect
      your internal control over financial reporting.

      Management's Response

                                       14



      There have been no changes to internal controls over financial reporting
      during the quarter ended March 31, 2005, that have materially affected or
      are reasonably likely to materially affect, the company's internal control
      over financial reporting. The changes to correct the segregation of duties
      concerns are immaterial and their mention should not be taken to imply
      that such changes constitute material changes to the company's overall
      internal controls over financial reporting. The company will make sure
      that any material changes to the company's internal control over financial
      reporting are clearly communicated in future filings.

                                       15



The Company acknowledges 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 federal
            securities laws of the United States.

The Company believes that the information included above is responsive to the
comments raised by the staff. Please contact Stephen A. DeLong, Vice President,
Controller at (937) 485-1010 or myself at (937) 485-1900 regarding any
additional questions or comments regarding our responses.

Sincerely,

Finbarr J. O'Neill
President and Chief Executive Officer

                                       16



                                                                      APPENDIX A

REVENUE RECOGNITION

AUTOMOTIVE SOLUTIONS

Revenues from software license fees are accounted for in accordance with
American Institute of Certified Public Accountants (AICPA) Statement of Position
(SOP) 97-2, "Software Revenue Recognition." The company recognizes revenue when
(i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or
services have been rendered; (iii) the sales price is fixed or determinable; and
(iv) collectibility is reasonably assured. The application of SOP 97-2 requires
judgment, including whether a software arrangement includes multiple elements
(as defined in Emerging Issues Task Force (EITF) Issue No. 00-21, "Revenue
Arrangements with Multiple Deliverables"), and if so, whether vendor-specific
objective evidence of fair value exists for those elements. The company's
software arrangements include computer hardware, software licenses, hardware
installation, software training, hardware maintenance and software support.
Hardware is leased by customers under direct financing leases. The accounting
for these direct financing leases is governed by Statement of Financial
Accounting Standards Statement No. 13, which requires hardware revenue equal to
the fair value of the hardware to be recognized as revenue upon shipment to
customers. The fair value of the company's hardware approximates the cost of the
hardware. Software licenses, hardware installation and software training are not
individually valued under SOP 97-2 and are recognized as revenue over the period
in which the hardware installation and software training services are expected
to be performed. Post contract support revenues, consisting of hardware
maintenance and software support revenues, are valued based on renewal rates
included in the arrangements and revenue is recognized ratably over the contract
period as services are performed. Software revenues which do not meet the
criteria set forth in EITF Issue No. 00-3, "Application of AICPA SOP 97-2 to
Arrangements That Include the Right to Use Software Stored on Another Entity's
Hardware," are considered service revenues and are recorded ratably over the
contract period as services are provided. Consulting revenues are recorded as
services are performed. Sales of documents products are recorded when title
passes upon shipment to customers.

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