SecProbe.io

Mail Stop 4561

August 21, 2007

William W. Smith, Jr.
Chairman of the Board, President
     and Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia, Suite 200
Aliso Viego, California  92656
(949) 362-5800

 Re: Smith Micro Software, Inc. (File No. 000-26536)
Form 10-K for the Fiscal Year Ended December 31, 2006
Form 10-Q for the Quarterly Period Ended June 30, 2007
Form 8-K filed August 1, 2007

Dear Mr. Smith,

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 re view to other portions of your document.
We may ask you to provide us with suppl emental information so we may better
understand your disclosure.  Please be as detail ed as necessary in your explanation.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view 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-K for the fiscal year ended December 31, 2006

Consolidated Statements of Cash Flows, page F-7

1. We note that the tax benefit related to the exercise of  stock options in 2006 is
included in net cash provided by operating activities rather than  net cash provided
by financing activities.  Tell us how you considered paragraph 68 of SFAS 123(R)
in this presentation.  Your footnote on page F-12 describing your adoption of
SFAS 123(R) on January 1, 2006 should also in dicate the impact of applying this
paragraph of SFAS 123(R) that amends SFAS 95.

William W. Smith, Jr.
Smith Micro Software, Inc.
August 21, 2007 Page 2 of 4
Notes to Consolidated Financial Statements

Note 7. Income Taxes, page F-26

2. You indicate that you reversed all of your valuation allowance related to deferred
tax assets during the year  ended December 31, 2006.  Tell us why the release of
the valuation allowance is also resulting in  a debit to deferred tax expense.  That
is, explain why the release of the valuation allowance is included with the tax
benefit related to exercise of stock op tions that has increased your income tax
expense by $9,567 thousand during 2006, as disc losed in the table on page F-26.
Also explain the entry to additional paid-in capital of the same amount recorded
during 2006, as noted in your consolidated statements of stockholders’ equity on
page F-6.  That is, the amount record ed in additional pa id-in capital is
substantially larger than the stock-base d compensation expense recognized for the
year.  Indicate how your accounting cons idered paragraphs 62 and 63 of SFAS
123(R) and FSP SFAS123(R)-3.

3. We note that you recognized an income tax benefit of $500 thousand during 2006 related to a purchase price adjustment for PhoTags.  Explain the nature of this
adjustment and cite the authoritative literature relied upon in your accounting.
Tell us how you considered this adjustment in purchase accounting.

Note 14. Shares Subject to Resc ission (Unaudited), page F-35

4. Tell us why this footnote is labeled as unaudited.

Form 10-Q for the Quarter Ended June 30, 2007

Item 4. Controls and Procedures, page 26

5. We note that your chief executive office and chief financial officer have determined that your “disclosure controls and procedures have been designed and
are being operated in a manner that provides reasonable assurance” to meet the definition pursuant to Rule 13a-15(e) of the Exchange Act.  This disclosure does
not indicate whether your certifying officer s have reached a conclusion that your
disclosure controls and procedures ar e effective.  Please confirm that your
certifying officers concluded that your di sclosure controls and procedures were
effective based on the full definition per Ru le 13a-15(e) of the Exchange Act as of
June 30, 2007, March 31, 2007 and December 31, 2006.  Also provide us with a representation that future reports will in clude your certifying officers’ conclusions
regarding effectiveness of your  disclosure controls and procedures required by the
definition set forth by the rules.

William W. Smith, Jr.
Smith Micro Software, Inc.
August 21, 2007 Page 3 of 4
Form 8-K filed August 1, 2007

Exhibit 99.1

6. We believe the pro-forma statements of operations columnar format appearing in Exhibit 99.1 of your Form 8-K filed August 1, 2007 may create the unwarranted impression to investors that the pro-form a statements of operations have been
prepared under a comprehensive set of acc ounting rules or principles while also
conveying undue prominence to a statement based on non-GAAP measures.  In addition, Section II.A.2 of SEC Rel ease 33-8176 defines non-GAAP measures
and does not contemplate including non-GAAP financial statements as a
“measure.”  Please remove that presentation, or explain to us in  reasonable detail
why its retention is justified in light of these concerns.  As a substitute for this
presentation format, you may consider presenting a separate  reconciliation for
only the individual non-GAAP measures discussed within the text of your
earnings release (i.e., pro forma earnings per share and pro forma net income),
provided each one complies with Item 10 of Regulation S-K, the Division of
Corporation Finance’s Frequently Aske d Questions Regarding Use of Non-GAAP
Financial Measures issued in June 2003, and SAB Topic 14G.

7. Please ensure that future uses of non-GAA P financial measures are in compliance
with the disclosure requirements of Item 10( e)(1)(i)(A) of Regulation S-K.  In this
respect, ensure that you include a presen tation, with equal or greater prominence,
of the most directly comparable GAAP financial measures when presenting non-
GAAP financial measures.  For example, we note your presentation of pro forma
earnings per share and pro forma net income on page 1 of your press release without any discussion of the comparable  GAAP results.  In addition, when you
use non-GAAP measures, ensure that you refe r to them using a title other than
“pro forma.”  Pro forma has a meaning as defined by generally accepted accounting principles and SEC rules that is significantly different than your
presentation.  Refer to Item 10(e)(1)(ii)(E)of Regulation S-K.

* * * * *

 Please 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.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your responses to our comments.

William W. Smith, Jr.
Smith Micro Software, Inc.
August 21, 2007 Page 4 of 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Melissa Walsh at 202-551-3224 or me at 202-551-3488 if you
have questions regarding the above comments.

Sincerely,

Stephen Krikorian
Accounting Branch Chief