Mail Stop 3628

August 25, 2006

By Facsimile (415.268.7522) and U.S. Mail

Bruce A. Mann, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105

Re:  	Mercury Interactive Corporation
	Schedule 14D-9C, filed on August 4, 2006
      Schedule 14D-9, filed on August 17, 2006 and as amended on
      August 24, 2006
	File No. 005-43529

Dear Mr. Mann:

      We have the following comments on the above referenced
filing. 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 number listed
at the end of this letter.

Schedule 14D-9C filed August 4, 2006

1. You state on page 8 that the discussions therein contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.  Note that the safe harbor
protections for forward-looking statements contained in the federal
securities laws do not apply to statements made in connection with a
tender offer.  See Section 21E(b)(2)(C) of the Securities Exchange Act of
1934 and Regulation M-A telephone interpretation M.2 available at
www.sec.gov in the July 2001 Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations.  Please confirm that you will avoid making
reference to that Act in all future communications in connection with
the tender offer.

Schedule 14D-9 filed August 17, 2006

Item 4.  The Solicitation or Recommendation, page 6

(d) opinion of Mercury`s Financial Advisor, page 15
Selected Companies Analysis, page 17

2. Please disclose whether any companies meeting the selected
criteria were not included in Goldman Sachs` analyses.

Illustrative Present Value of Hypothetical Future Stock Price
Analysis, page 21

3. Please tell us the basis for the selection of the hypothetical
annual multiples and growth rates for the EPS and FCF and the
discount rate used in the present value and briefly explain why
Goldman Sachs believes that these ranges are the most appropriate
indicators.

Item 8.  Additional Information, page 24

Top-Up Options, page 24

4. Expand to quantify, to the extent practicable, the number of
shares of common stock that are currently authorized and unissued.

Closing Comments

      As appropriate, please amend your filing promptly to comply
with our comments.  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 and
provides any requested information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

      Please direct any questions to me at (202) 551-3636 or, in
may absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.

       					Very truly yours,


          					Ade K. Heyliger
						Attorney-Advisor
						Office of Mergers & Acquisitions