SecProbe.io

August 25, 2011
 Via Facsimile

William W. Smith, Jr. Chairman of the Board, President and  Chief Executive Officer Smith Micro Software, Inc. 51 Columbia Aliso Viejo, CA 92656
Re: Smith Micro Software, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed on February 25, 2011 Forms 10-Q for the Fiscal Quarters Ended March 31 and June 30, 2011 Filed on May 4 and August 3, 2011 File No. 000-26536

Dear Mr. Smith:
 We have reviewed your filings and have th e following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  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 within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Year Ended December 31, 2010 Compared to  the Year Ended December 31, 2009, page 27
1. We note that your Form 10-K was filed on February 25, 2011 and that “subsequent
events [were] evaluated as of the date of [the] filing.”  Please tell us what consideration was given to disclosing the 40% decrease in your stock price between December 31,
2010 and your filing date.  Further, we not e discussion in your financial results

 William W. Smith, Jr. Smith Micro Software, Inc. August 25, 2011 Page 2
 conference call on February 24, 2011 of slow  sell though for a large customer in the
fourth quarter and the revenue shortfall exp ected in the first quarter that was announced
on February 8, 2011.  Tell us what, if any, c onsideration was given to disclosing any of
these events or trends within  your revenue discussions.
Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 6. Segment and Geographical Information, page F-22
2. Tell us the amount of revenue at tributable to Verizon, AT&T, Sprint and Dell in each of
the years presented.  Further, with regard to  your enterprise-wide disclosures within this
section, tell us what consideration was given to disclosing the revenues for each customer
representing 10% or more of total revenue  pursuant to ASC 280-10-50-42. In addition,
ensure that future filings provide the amount  of goodwill allocated to  each segment.  See
ASC 350-20-50-1.
Form 10-Q for the Fiscal Quarter Ended March 31, 2011
Notes to the Consolidated Financial Statements
Note 11. Goodwill, page 11
3. We note that as of March 31, 2011 you had not “noted any triggering events that would
indicate impairment.” Please explain how you concluded that there were no triggering
events, given the approximate 40% decrease in your stock price between December 31,
2010 and March 31, 2011.  In addition to the si gnificant loss in market value, we note
decreased revenues, a net loss and negative cash flows from oper ating activities.
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Results of Operations
Three Months Ended March 31, 2011 Compared to the Three Months Ended March 31, 2010,
page 17
4. We note that you have attributed the $11 milli on decrease in wireless revenues primarily
to “low current period orders as a result of high inventory levels of our connection
manager product at a key customer.”  It is un clear from this statement when revenue from
transactions with your key customer is recogni zed.  In this regard, is revenue recognized
on a sell-through basis or when items are sh ipped? Please explai n in detail how your
revenue recognition policy, as described on page 20, applies to this key customer,

 William W. Smith, Jr. Smith Micro Software, Inc. August 25, 2011 Page 3
 including the timing of order placement, shipme nt, creation of receivables, collection of
cash and the recognition or deferral of revenue.
5. We note that your Form 10-Q for the quarter ly period ended March 31, 2011 was filed on
May 5, 2011.  By this date, your stock had c ontinued to decrease, to approximately $5.66
from approximately $15.74 on December 31, 2011.  Tell us what consideration was given
to disclosing the approximate 64% drop in your stock price to $5.66 in the period since
December 31, 2010.  Please tell us what consideration was given to disclosing your significantly changed position and disclosing the possibility  of impairment of your
goodwill.
Form 10-Q for the Fiscal Quarter Ended June 30, 2011

Notes to the Consolidated Financial Statements
Note 11. Goodwill and Long-Lived Assets, page 11
6. We note that you “will ‘more likely than not’ ha ve to perform Step 1 of the impairment
test” if there is a triggering event in the third or fourth quarters.  Please confirm, if true,
that no Step 1 test was performed as of J une 30, 2011.  Considering th at your revenue and
your stock price have significantly declined  during the first two quarters of 2011, please
explain how you concluded that no triggering ev ent had occurred.  In this regard, please
clarify why the technology shif t you refer to within your MD &A (your page 20) does not
represent a triggering event. While we note that  these changes are recent, they appear to
be company specific and represent severe declin es that appear likely to continue.  Please
provide us with your analysis that supports your conclusion “t hat it is ‘more likely than
not’ that the fair value of any of [your] reporting units has not declined below the
reporting unit’s carrying amount.”

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings incl udes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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

 William W. Smith, Jr. Smith Micro Software, Inc. August 25, 2011 Page 4

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Tamara Tangen, Staff A ccountant, at (202) 551-3443 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at (202) 551-3730 with any other questions.
Sincerely,
   /s/ Stephen G. Krikorian
Stephen G. Krikorian Accounting Branch Chief