SecProbe.io

October 4, 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 5 and August 3, 2011 File No. 000-26536

Dear Mr. Smith:
 We have reviewed your letter dated September 9, 2011 in connection with the above-
referenced filings and have the following comm ents.  In 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 comment applies 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 this comment, we may have addi tional comments.  Unless otherwise noted, where
prior comments are referred to they re fer to our letter dated August 25, 2011.
 Form 10-K for the Fiscal Year Ended December 31, 2010

            1. We note, from your response to prior comment 1, that during your annual goodwill
impairment analysis, the fair value of th e Productivity and Graphics operating unit was
only marginally greater than the operating unit’ s net assets while the fair value of your
other reporting unit, Wireless, “was significantly  greater” than the carrying value.  Please
tell us the estimated fair value, the ne t book value and the amount of goodwill assigned to
each of your operating units for purposes of your annual goodwill impairment analysis as of December 31, 2010.

 William W. Smith, Jr. Smith Micro Software, Inc. October 4, 2011 Page 2
 Form 10-Q for the Fiscal Quarter Ended March 31, 2011

2. On February 8, 2011 you suspended your prev iously announced 2011 revenue guidance.
In your press release you stated  that you believed that the re venue shortfall was “a result
of [y]our customer carrying sufficient inve ntory to support sales of mobile broadband
services for the first quarter.”  This statement suggests that  the revenue recognized from
the inventory sales had alrea dy been recognized and that Verizon’s sales of products
containing your software would have no im pact on your revenue.  Please explain how
this statement is consistent  with your revenue recognition policy.  In this regard, your
response to prior comment 4 st ated that Verizon had purchas ed approximately 1.5 million
licenses in the fourth quarter of 2010.  Our unde rstanding is that re venue is recognized
upon device activation and not li cense delivery. Therefore, while Verizon purchased a
large number of licenses prior to year end, our  understanding is th at you would not have
recognized revenue from those license sa les until the devices  were activated.

3. Tell us when you became aware that Verizon had entered into an agreement to sell a
version of Apple’s iPhone.  Tell us whether any of your revenue from Verizon will be
iPhone related. In this regard, we note that  your software is bundled with various
hardware elements sold by Verizon. Clarify whether your software is utilized in the
iPhone, as with other Verizon devices.

Form 10-Q for the Fiscal Quarter Ended June 30, 2011
 4. Refer to your response to prior comment 6.  We note that you identify reasons why the
“decline in [your] stock price a nd market capitalization was not representative of the fair
value of the reporting unit as a whole.”  It appears that as of June 30, 2011 your market
capitalization was below your st ockholders’ equity and yet you did not perform a Step 1
test.  Please explain in great er detail why you believe the d ecline was temporary when it
appears to be a result of a permanent lo ss of revenue from a major customer.
Additionally, explain why you believe that th e launch of new products will be successful
and is sufficient to overcome the reasons for th e sharp drop in your stock price.  That is,
explain why speculative assumptions or forecasts can overcome evidence that appears to be attributable to your stock d ecline.  In addition, explain wh y the stock price must be at
least $4.60 when this would resu lt in a market capitalization below your net asset value.
Other

5. Discussed at the Canaccord Conference was the “turnaround and bringing the Company
back to its former strength.” This turnar ound appears to have i nvolved termination of
employees and closure of at least three co mpany locations.  Please tell us when your
restructuring plan was approved by manageme nt and the board of directors and the
estimated costs associated with the plan.  Tell us what consideration was given to
providing disclosures pursuant to Item 2.05 of Fo rm 8-K.  In this regard, it is not clear

 William W. Smith, Jr. Smith Micro Software, Inc. October 4, 2011 Page 3
 whether your headcount reductions were consis tent with the termination of employees
under a one-time termination benefit plan as  described in the Form requirements.

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