SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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Room 4561
      June 24, 2005

David Ayres
President
Prism Software Corporation
15500-C Rockfield Blvd.
Irvine, California  92618

      Re:	Prism Software Corporation
		Form 10-KSB for Fiscal Year Ended December 31, 2004
		Filed March 31, 2005
      File No. 0-19470

Dear Mr. Ayres,

      We have reviewed your response letter dated June 20, 2005
and
have the following additional comment.  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 additional
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-KSB for the Fiscal Year Ended December 31, 2004

Financial Statements

Revenue Recognition, page F-8
1. We have read your response to prior comment 1 and remain
unclear
as to your basis for relying on paragraph 57 of SOP 97-2 to
recognize
your initial maintenance revenue at delivery. Please describe the
support services and any upgrade and enhancement rights that you
provide to your customers under your maintenance agreements.
Indicate
whether support (e.g., telephone, internet, etc.) is available to
customers over the term of the initial agreements and describe
your
history of providing upgrades and enhancements. In addition,
clarify
why you have been unable to determine that revenue related to
renewals should be recognized on a basis other than straight line.

      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.

      You may contact Mark Kronforst at (202) 551-3451 or me at
(202)
551-3730 if you have any questions regarding these comments.

							Very truly yours,

							Craig Wilson
						Senior Assistant Chief Accountant
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David Ayres
Prism Software Corporation
June 24, 2005
Page 1

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