SecProbe.io

CORRESP
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    Wilson
      Sonsini Goodrich & Rosati

    650 Page
      Mill Road

    Professional
      Corporation

    Palo Alto,
      CA 94304-1050

    Phone: 650.493.9300

    Fax: 650.493.6811

    www.wsgr.com

July 30,
  2009

VIA EDGAR

United States Securities
  and Exchange Commission

  Division of Corporate Finance

  100 F Street, N.E.

  Mail Stop 4561

  Washington, D.C. 20549

  Attn: Mark P. Shuman, Esq.

  Barbara C. Jacobs, Esq.

  Kevin Dougherty, Esq.

            Re:
     Socket Mobile, Inc.

      Registration Statement on Form S-3

      Filed June 12, 2009

      File No. 333-159923

  Ladies and Gentlemen:

  On behalf of Socket Mobile, Inc. (the "Company"), we are submitting
  this letter to you in response to your letter of July 9, 2009, which letter
  set forth comments of the Staff of the Securities and Exchange Commission (the
  "Staff" of the "Commission") regarding the
  registration statement filed by the Company with the Commission on June 12,
  2009 with the file number set forth above (the "Registration Statement").
  This letter sets forth the Company's responses to the Staff's comments.

 The Company is concurrently
  filing via EDGAR Amendment No. 1 (the "Amendment") to the Registration
  Statement, which effects certain modifications to the Registration Statement
  in response to the Staff's comments, as indicated below.

 For your convenience,
  we have numbered and restated in italics each comment to correspond to the numbering
  in the Staff's comment letter. In addition, we are providing via express delivery
  the following materials: (i) a copy of the Amendment, (ii) a copy of the Amendment
  marked to show changes from the Registration Statement, and (iii) a copy of
  this letter.

    U.S.
      Securities and Exchange Commission

    July
      30, 2009

    Page
      2

  Form S-3 filed June 12, 2009

  Risk Factors

  'The global economic financial crisis may continue to have an impact..."
  page 3

   1. The paragraph
    under this heading states in general terms that you may have difficulty maintaining
    compliance with your existing bank covenants in order to retain your line
    of credit. It appears that the recent covenant defaults and the potential
    risks to investors associated with non-compliance should be presented in a
    prominently placed, separately captioned risk factor. Such a separately captioned
    risk factor should alert stockholders to your recent failures to maintain
    the minimum liquidity based upon the "adjusted quick ratio" covenant
    for the months of April and May. Your risk factors should provide specific,
    quantitative information that relates to the uncertainties and conditions
    that present the risks to investors that you identify. To the extent that
    a materially complete discussion of recent covenant defaults and related matters
    would require text that is too extensive for the risk factors section, you
    should provide the detailed information in the body of the prospectus in a
    section that is cross-referenced in the separately caption risk factor.

    Response: In
      response to the Staff's comment, the Company will include the new risk factor
      below in the Amendment as the second risk factor in the Registration Statement.

    If we do not maintain compliance with the financial covenants in our
      bank line, which we are dependent upon as a source of cash for our operations,
      we may lose our ability to draw upon it and the bank may accelerate our
      obligation to repay the amounts due.

    We are dependent upon our bank line under loan agreements with Silicon
      Valley Bank as a source of cash to fund our operations. The availability
      of the bank line is conditioned upon our complying with the terms of the
      bank line agreements, including meeting certain financial covenants. We
      failed to meet our financial covenants at the end of April, May and June
      2009. In each case, we obtained a waiver from the bank of the covenant default.
      Nonetheless, should we fail to comply with any bank line covenant in the
      future, the bank may choose not to grant a further waiver nor to continue
      to make available the bank line. Should the bank line become unavailable,
      we may not be able to find alternative sources of financing, and we may
      not be able to pay our liabilities and expenses when due, which could result
      in the suspension of some or all of our current operations. It could also
      adversely affect the willingness of our vendors and employees to continue
      to work with us.

    US
      Securities and Exchange Commission

    July
      30, 2009

    Page
      3

    On July 7, 2009, we amended our loan agreements with Silicon Valley Bank
      in order to avoid defaults under the terms of these agreements due to our
      non-compliance with a covenant to maintain minimum liquidity based on an
      "adjusted quick ratio." The amendments provide for the waiver
      of our non-compliance with the adjusted quick ratio covenant for the months
      of April, May and June 2009, and replace this covenant with new covenants
      that require us, commencing June 1, 2009: (i) to maintain at all times unrestricted
      cash and cash equivalents at the bank of not less than $1,000,000; and (ii)
      achieve minimum revenue of (a) $4,068,000 for the quarter ended June 30,
      2009, (b) $4,500,000 for the quarter ending September 30, 2009, and (c)
      $5,355,000 for the quarter ending December 31, 2009 and each quarter thereafter.
      Our failure to meet any of these financial covenants under the loan agreements
      would constitute an event of default, and upon any such event of default,
      the bank may, among its remedies, declare all obligations under the loan
      agreements immediately due and payable. As of June 30, 2009, we had $1,201,345
      outstanding under the loan agreements, and were in compliance with the minimum
      revenue covenant for the quarter ended June 30, 2009.

    As of June 30, 2009, we had $1,683,841 of unrestricted cash and cash equivalents
      at the bank. Our ability to maintain a cash balance at the required minimum
      level for compliance with the financial covenant is dependent on a number
      of factors, including our ability to (i) manage payment terms with our customers
      and suppliers, (ii) manage our inventory levels, (iii) achieve sufficient
      revenues, and (iv) manage our expenses. We can provide no assurance that
      we will be able to continue to meet the requirements under any of the financial
      covenants under the loan agreements.

  Part II. Information Not Required in Prospectus

 Item 17, Undertakings,
  page II-2

  2. Please explain
    to us why you have included the undertaking provided by Item 512(i) of Regulation
    S-K.

    Response: The
      undertaking provided by Item 512(i) of Regulation S-K will be deleted from
      the Registration Statement.

    US
      Securities and Exchange Commission

    July
      30, 2009

    Page
      4

____________________________________________________________________________________________________________________________________________________________________

  Please direct any questions or comments regarding this filing to the undersigned
  via facsimile at (650) 493-6811 or by telephone at (650) 320-4601.

    Sincerely,

    WILSON
      SONSINI GOODRICH & ROSATI,

    Professional
      Corporation

    /s/ Herbert
      P. Fockler

    Herbert
      P. Fockler

cc: Socket Mobile, Inc.

  David W. Dunlap, Chief Financial Officer