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SEC Company Response from SMITH MICRO SOFTWARE, INC. (SMSI) (CIK 0000948708) (SMSI) — Jul 9, 2009

SMITH MICRO SOFTWARE, INC. (SMSI) (CIK 0000948708)
Date: July 9, 2009 · CIK: 0000948708 · Accession: 0000950123-09-021198

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File numbers found in text: 000-26536

Referenced dates: June 25, 2009, May 28, 2009

Date
July 9, 2009
Author
/s/ Andrew Schmidt
Form
CORRESP
Company
SMITH MICRO SOFTWARE, INC. (SMSI) (CIK 0000948708)

Letter

United States Securities and Exchange Commission Division of Corporation Finance Attention: Jan Woo, Esq. Form 10-K for the fiscal year Ended December 31, 2008 Filed on March 10, 2009 Form 10-K/A for the fiscal year Ended December 31, 2008 Filed on April 29, 2009

Re:

Dear Ms. Woo:

I am the Chief Financial Officer of Smith Micro Software, Inc. (the “Company”). Our legal counsel, Reed Smith LLP, has provided responses on our behalf to the comment letter dated May 28, 2009 (including a followup letter dated June 25, 2009) received from the Staff of the Securities and Exchange Commission with respect to the above-referenced filings.

In connection with these comment letters and our counsel’s responses, the Company acknowledges that:

•

The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

Staff comments or changes to disclosure in response to comments from SEC staff do not foreclose the SEC from taking any action with respect to the filing; and

•

The Company may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Sincerely,
/s/ Andrew Schmidt

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CORRESP
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corresp

July 9, 2009

Filed via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Attention: Jan Woo, Esq.

    Re:

    Smith Micro Software, Inc. (File No. 000-26536)

    Form 10-K for the fiscal year Ended December 31, 2008

    Filed on March 10, 2009

    Form 10-K/A for the fiscal year Ended December 31, 2008

    Filed on April 29, 2009

Dear Ms. Woo:

          I am the Chief Financial Officer of Smith Micro Software, Inc. (the “Company”). Our
legal counsel, Reed Smith LLP, has provided responses on our behalf to the comment letter dated May
28, 2009 (including a followup letter dated June 25, 2009) received from the Staff of the
Securities and Exchange Commission with respect to the above-referenced filings.

          In connection with these comment letters and our counsel’s responses, the Company acknowledges
that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure in response to comments from SEC staff do not
foreclose the SEC from taking any action with respect to the filing; and

    •

    The Company may not assert SEC staff comments as a defense in any proceeding initiated
by the SEC or any person under the federal securities laws of the United States.

Sincerely,

/s/ Andrew Schmidt

Andrew Schmidt

Chief Financial Officer

51 Columbia, Suite 200 Aliso Viejo California 92656 phone: (949)362-5800 fax: (949)362-2300