SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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Room 4561

      August 11, 2005

Mr. Joseph P. Mullaney
President and Chief Operating Officer
SofTech, Inc.
2 Highwood Drive
Tewksbury, MA 01876

      Re:	SofTech, Inc.
   Form 10-KSB for the fiscal year ended May 31, 2004
   Forms 10-QSB for the fiscal quarters ended August 31, 2004,
   November 30, 2004 and February 28, 2005
   Forms 8-K filed August 31, 2004, October 15, 2004, and January
6,
	2005 and April 12, 2005
   File No. 000-10665

Dear Mr. Mullaney:

      We have reviewed your response to our letter dated July 19,
2005 in connection with our review of the above referenced filings
and have the following comments.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 8-K Filed August 31, 2004, October 15, 2004, January 6, 2005
and
April 12, 2005

1. We note your response to our previous comment no. 2 where you
have
presented your proposed disclosure in your future earnings
releases.
Your statement, "the periods over which these intangible costs are
expensed are highly judgmental and not subject to adjustment in
the
event whereby a shorter period of amortization was estimated at
the
acquisition date than was justified by actual experience," is
unclear.  Help us better understand what is meant by this
statement
and how you considered paragraph 14 of SFAS 142 in your proposed
disclosure.  If you are implying that the amortization period for
your intangibles could have been longer than originally estimated,
then please justify this statement given the fact that your
capitalized software intangibles are currently being amortized
over a
period of up to ten years, which is a longer amortization period
than
most companies in the industry in which you do business.

* * * * *
      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.  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 supplemental 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.

      You may contact Patrick Gilmore at (202) 551-3406 or me at
(202) 551-3499 if you have questions regarding comments on the
financial statements and related matters.

							Sincerely,

							Kathleen Collins
							Accounting Branch Chief

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Mr. Joseph P. Mullaney
SofTech, Inc.
August 11, 2005
Page 1

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