SecProbe.io

January 3, 2011
 David W. Dunlap Chief Financial Officer Socket Mobile, Inc. 39700 Eureka Drive Newark, CA 94560
Re: Socket Mobile, Inc.
  Registration Statement on Form S-3
Filed December 17, 2010
  File No. 333-171267

Dear Mr. Dunlap:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

General

 1. You held your annual meeting on April 29, 201 0, but did not file a Form 8-K reporting
the results until May 5, 2010.  Instruction 1 to Item 5.07 of Form 8-K provides that the
four business day period for reporting the ev ent under Item 5.07 shall begin to run on the
day on which the meeting ended.  In your res ponse letter, please provide us with a
detailed analysis supporting your belief th at the Form 8-K was timely filed and
addressing your eligibility to use Form S-3.  Refer to General Instruction I.A.3(b) of
Form S-3.
 Front Cover Page of Registration Statement

 2. We note your reference to Securities Act Rule 416 in section (c) of footnote 1 to the fee
table.  Please note that you may not rely  on Rule 416 to register for resale an
indeterminate number of shar es of common stock that you may issue under a conversion
formula based on fluctuating market prices; you must register for resale the maximum

David W. Dunlap
Socket Mobile, Inc. January 3, 2011 Page 2

number of shares that you think you ma y issue on conversion, based on a good-faith
estimate and, if the estimate turns out to be insufficient, you must file a new registration
statement to register the additional shares for resale.  For guidance, refer to Question
213.02 of the Division of Corporation Fi nance’s Compliance and Disclosure
Interpretations of Securities Act Rules.  Please confirm your understanding in your
response letter.
 Information Incorporated by Reference, page 28

 3. You have not incorporated by reference your  quarterly reports on Form 10-Q for the
quarters ended June 30, 2010 and March 31, 201 0.  See Item 12(a)(2) of Form S-3.
Please revise.
 4. Please consider revising this section to add language stating that al l filings made by you
pursuant to the Exchange Act after the date of  the initial registration statement and prior
to effectiveness of the registration statemen t shall be deemed to be incorporated by
reference into the prospectus.  For guidan ce, refer to Question 123.05 of the Division of
Corporation Finance’s Compliance and Disclo sure Interpretations of Securities Act
Forms.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under

David W. Dunlap
Socket Mobile, Inc. January 3, 2011 Page 3

the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Evan S. Jacobson at (202) 551-3428 or me at (202) 551-3462 with any
other questions.
Sincerely,

Mark P. Shuman Branch Chief – Legal
 cc: Via Facsimile (650) 493-6811

Herbert P. Fockler, Esq. Wilson Sonsini Goodrich & Rosati