SecProbe.io

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Room 4561
						June 14, 2005

Mr. Martin Wade III
Chief Executive Officer
International Microcomputer Software, Inc.
100 Rowland Way
Suite 300
Novato, CA 94945

Re:	International Microcomputer Software, Inc.
	Form 10-KSB for Fiscal Year Ended June 30, 2004
	Filed September 13, 2004
	Form 8-K filed May 18, 2005
	File No. 000-15949

Dear Mr. Wade:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
only your financial statements and related disclosures and do not
intend to expand our review to other portions of your document. 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the fiscal year ended June 30, 2004

Note 1 - Summary of Significant Accounting Policies

Revenue Recognition, page 38

1. We note that you recognize revenue from resellers at the time
of
the sale and revenue from distributors when the product sells
through
to the retailer or end user.  Explain to us why your revenue
recognition policies differ for these customers that represent
your
indirect sales channels. Support these policies by referring to
the
relevant contact terms and explaining how and when each of the
criteria in paragraph 8 of SOP 97-2 are met in order to recognize
revenue under each type of arrangement.

2. Tell us more about your OEM contracts and your republishing
arrangements. Describe the products and services provided and the
material contract terms offered. Refer to the accounting
literature
that supports your revenue recognition policies for OEM contracts
and
republishing arrangements and explain to us how your policies
comply
with that literature.

3. We note that you offer your customers returns, price discounts,
rebates and stock balancing arrangements. Describe these offerings
in
more detail and explain to us how each affects the timing of your
revenue recognition. Explain how your accounting for these
offerings
complies with the relevant accounting literature.

Marketable Securities, page 39

4. We note that you have recorded unrealized gains on marketable
securities of approximately $2.0 million in your statement of
operations for the year ended June 30, 2004.  If your marketable
securities are available-for-sale securities, tell us how your
accounting for the unrealized gains in your statement of
operations
complies with paragraph 13 of FAS 115.

Reclassifications, page 43

5. You indicate that you "revised" your accounting treatment with
regard to fees paid to your third party E-commerce solution
provider.
Explain to us the basis for this revision and refer to the
accounting
literature that supports both your revised accounting and your
characterization of the revision as a reclassification.

Note 2 - Discontinued operations

Sale of Keynomics, page 43

6. We note that you retained a 10% interest in Keynomics, L.L.C.
and
have a non-exclusive licensing agreement to sell and distribute
subscriptions for one of Keynomics products.  Tell us how you
considered paragraph 42 of SFAS 144 when classifying Keynomics as
a
discontinued operation.

Sale of ArtToday, page 44

7. We note that a portion of the consideration received in your
disposition of ArtToday was placed in escrow and approximately
$500,000 remained there as of June 30, 2004.  Explain to us how
you
accounted for the amounts held in escrow and indicate whether
these
were included as part of your initial gain on the sale.  Refer to
the
authoritative literature you used to support your accounting
treatment.

Note 3 - Product Line and other Acquisitions, page 44

8. We note that it appears you have included amounts held in
escrow
as consideration paid upon acquisition and allocated this
consideration as part of your initial purchase accounting.  Tell
us
how you considered paragraph 26 of SFAS 141 in determining when to
record these escrow amounts as consideration.

9. Tell us why you believe that the trademarks acquired in
connection
with the Allume acquisition should be deemed intangible assets
with
indefinite useful lives.  Tell us why you believe that no legal,
regulatory, contractual, competitive, economic, or other factors
could limit the useful life of these intangible assets.

10. We note that you did not disclose the basis for determining
the
value of the shares issued in the Allume acquisition in accordance
with paragraph 51(d) of SFAS 141.  Tell us how you considered the
provisions of EITF 99-12 in determining the value of these shares.

11. Tell us how you determined the fair value of the convertible
notes issued in connection with the Allume acquisition. Indicate
whether the conversion feature was in-the-money at the acquisition
date and, if so, explain how you applied the provisions of EITF
98-5
and EITF 00-27. In addition, explain to us how the agreement to
pay
5% liquidated damages to Aladdin Holdings in the event that you
were
delinquent in your registration obligation affected your
classification of the common stock issued in the acquisition.

Certifications

12. Please explain to us how you determined that your Section 302
certifications conform to the format provided in Item 601(b)(31)
of
Regulation S-B. As part of your response, clarify for us whether
"internal controls" refer to "disclosure controls and procedures,"
"internal control over financial reporting," or both.

Form 8-K filed May 18, 2005

13. We note that you present the non-GAAP measure EBITDA which
excludes interest, amortization, depreciation and "non-recurring
items."  Tell us more about these non-recurring items and explain
your basis for referring to these items as non-recurring.  In
addition, tell us how you considered the disclosures required by
Item
10(e)(1)(i) of Regulation S-K and Questions 8, 9 and 15 of the
related Frequently Asked Questions.

	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 submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
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 any amendment and 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 Christine Davis, Staff Accountant, at (202)
551-
3408, Mark Kronforst, Review Accountant at (202) 551-3451 or me at
(202) 551-3730 if you have questions regarding these comments.

Sincerely,

      Craig Wilson
							Senior Assistant Chief
Accountant
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Mr. Martin Wade
International Microcomputer Software, Inc.
June 14, 2005
Page 5

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