SecProbe.io

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May 5, 2005

Mail Stop 4-6

Mr. William W. Smith, Jr.
President and Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia, Suite 200
Aliso Viejo, CA 92656

Re:	Smith Micro Software, Inc.
	Registration Statement on Form S-3
	Filed April 4, 2005
	File No. 333-123821

Dear Mr. Smith:

      This is to advise you that we have limited our review of the
above registration statement to the matters addressed in the
comments
below.  No further review of the registration statement has been
or
will be made.

	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 or may not 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.

GENERAL

1. Please file the letter from your legal counsel dated April 7,
2005, as correspondence on EDGAR.

REGISTRATION STATEMENT ON FORM S-3

Where You Can Find More Information

2. We note that you filed an Item 4.01 Form 8-K on April 21, 2005.
Please revise your filing to update this section accordingly and
ensure that your filing is similarly updated with respect to any
additional filings that are made prior to effectiveness and
required
to be incorporated by reference.  See Telephone Interpretation
H.69
of the July 1997 CF Telephone Interpretations Manual.

Selling Stockholders

3. Please revise to disclose the individual or individuals who
exercise the voting and/or dispositive powers with respect to the
securities to be offered for resale by any legal entities that are
not subject to periodic reporting requirements under the Exchange
Act.  See Telephone Interpretation I.60 of the July 1997 CF
Telephone
Interpretations Manual, as well as Interpretation 4S of the
Regulation S-K portion of the March 1999 Supplement to the CF
Telephone Interpretations Manual.

4. It appears that C.E. Unterberg, Towbin Capital Partners I,
L.P.,
UT Technology Partners I, L.P. and UT Technology Partners II,
L.P.,
are affiliates of a broker dealer.  Please confirm and, if true,
revise to disclose whether such entities acquired their shares in
the
ordinary course of business and whether, at the time of the
acquisition of the securities, such entities had any agreements or
understandings, directly or indirectly, with any person to
distribute
the securities.  Additionally, please tell us whether any of the
other selling stockholders are either registered broker-dealers or
affiliates thereof.

Plan of Distribution

5. In your plan of distribution, you indicate that the selling
stockholders may offer their shares through the settlement of
short
sales.  Tell us whether the selling stockholders have any open
short
positions.  Additionally, while we note the disclosure you have
included in this section regarding Regulation M, please confirm
that
the Company and the selling stockholders are aware of Telephone
Interpretation A.65 of the July 1997 CF Telephone Interpretations
Manual.

Legal Opinion

6. We note that your counsel has indicated that the shares being
registered "have been duly authorized and are legally issued and
non-
assessable, and to [their] knowledge, are fully paid."  Please
note
that it is generally not appropriate to use knowledge qualifiers
in
the context of providing an opinion required by Item 601(b)(5) of
Regulation S-K.  Tell us why this language is included in the
opinion.  It appears you could obtain certificates of fact from
company officers as to the receipt of the subscriptions for the
shares, and rely upon those certificates of fact in reaching an
unqualified legal conclusion that the shares have been fully paid.
Please revise appropriately.

7. Additionally, we note that your legal opinion is limited to
"the
Delaware General Corporation Law... ."  As you may know, Section
VIII
A.14 of the CF Current Issues Outline restricts such limitation
unless your legal counsel can confirm in writing that it
understands
that any such limitation includes the statutory provisions and
also
all applicable provisions of the Delaware Constitution and
reported
judicial decisions interpreting these laws.  Please either revise
your legal opinion as necessary or provide the required
confirmation
in writing.

8. Finally, we note that your legal opinion is rendered as of
April
4, 2005 and that your legal counsel has disclaimed any obligation
to
advise you of facts brought to their attention after such date.
The
legal opinion required by Item 601(b)(5) of Regulation S-K should
speak as of a date as close as possible to the date of
effectiveness.
Accordingly, please ensure that your legal opinion is updated each
time you file an amendment or advise as to why this is not
possible.

AMENDMENT NO. 1 TO 2004 FORM 10-K

Executive Compensation, p.29

9. We note from the disclosure in this section and from the
information provided in the letter from your legal counsel dated
April 7, 2005, that for at least 2002 and 2003, one or both of
Christopher and Rodney Lippincott received compensation in excess
of
compensation paid to one or more named executive officer.  Please
confirm that neither of these individuals were executives at any
point prior to 2004.  Additionally,   supplementally describe the
positions held by each of these related parties during the last
nine
years and the functions discharged by them.  With a view to
disclosure, tell us the basis on which the levels of compensation
to
Messrs. Lippincott were established.  For example, were their base
salaries and rates of commission comparable to similarly situated
employees?  Did any other employees who were neither related
parties
nor executive officers receive similar forms and amounts of
compensation?

Certain Relationships and Related Transactions, p.38

10. While we note the disclosure you have provided in the last
paragraph of this section, please revise to expand the disclosure
regarding the relationship between Rhonda Smith and Messrs.
Lippincott to provide a comprehensive discussion of the fact that
Ms.
Smith`s sons have been employed by the Company since prior to 1995
and that the disclosure required by Item 404 of Regulation S-K
regarding such relationship has not been provided until now.
Include
information regarding the compensation paid to Messrs. Lippincott
for
the years 1995 through 2001 to the extent the amounts of
compensation
in any of those years exceeded $60,000.  Additionally, if either
Christopher or Rodney Lippincott received aggregate compensation
in
excess of that paid to named executive officers in any year prior
to
2002, revise to specifically disclose the number of years in which
this occurred, in addition to disclosing the fact that Mr. and
Mrs.
Smith were directors and majority shareholders of the Company at
the
time.

*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  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.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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.

	Notwithstanding our comments, in the event the Company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission 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 this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      If you have any questions, please call Sara Kalin at (202)
551-
3454.  If you need further assistance, you may contact me at (202)
551-3730.

							Sincerely,

							Mark P. Shuman
							Branch Chief-Legal

CC:	Via Facsimile
	Mr. Patrick Arrington, Esq.
	Mr. Parker A. Schweich, Esq.
	Mr. Marc P. Ernaga, Esq.
	Dorsey & Whitney LLP
	38 Technology Drive
	Irvine, CA 92618
	Telephone: (949) 932-3600
	Facsimile:  (949) 932-3601

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Mr. William Smith
May 5, 2005
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