SEC Comment Letter for SMITH MICRO SOFTWARE, INC. (SMSI) (CIK 0000948708) (SMSI) — Apr 11, 2018

SMITH MICRO SOFTWARE, INC. (SMSI) (CIK 0000948708)
Date: April 11, 2018 · CIK: 0000948708 · Accession: 0000000000-18-010935

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File numbers found in text: 333-224143

Date

April 4, 2018

Author

/s/ Jan Woo

Form

UPLOAD

Company

SMITH MICRO SOFTWARE, INC. (SMSI) (CIK 0000948708)

Letter

Mail Stop 4561 April 1 1, 2018 William W. Smith, Jr. Chief Executive Officer Smith Micro Software, Inc. 51 Columbia Aliso Viejo, CA 92656

Re: Smith Micro Software, Inc. Registration Statement on Form S-3 Filed April 4, 2018 File No. 333-224143

Dear Mr. Smith :

This is to advise you that we have not reviewed and will not review your registration statement .

Please refer to Rule 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

You may contact Jeff Kauten, Attorney -Advisor, at (202) 551-3447, or in his absence, me at (202) 551 -3453, with any questions. If you require further assistance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,
/s/ Jan Woo

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Mail Stop 4561

April 1 1, 2018

William W. Smith, Jr.
Chief Executive Officer
Smith Micro Software, Inc.
51 Columbia
Aliso Viejo, CA 92656

Re: Smith Micro Software, Inc.
  Registration Statement on Form S-3
Filed  April 4, 2018
  File No.  333-224143

Dear Mr. Smith :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

You may contact Jeff Kauten, Attorney -Advisor, at (202)  551-3447, or in his absence, me at
(202) 551 -3453, with any questions.   If you require further assistance, please contact Barbara C.
Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc:  Jennifer R. Minter, Esq.
 Buchanan Ingersoll & Rooney PC

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