SecProbe.io

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Mail Stop 4-6

January 7, 2005

Mr. Douglas P. Solomon
Assistant Secretary and Associate General Counsel
Openwave Systems Inc.
1400 Seaport Boulevard
Redwood City, California 94063

Re:	Openwave Systems Inc.
	Post-effective Amendment No. 2 to Registration Statement on
Form
S-3
	Filed December 17, 2004
	File No. 333-109547

	Form 10-K for the year ended June 30, 2004
	Form 10-Q for the quarter ended September 30, 2004
	File No. 001-16073

Dear Mr. Solomon:

      This is to advise you that we have limited our review of the
above registration statement to your disclosure relating to the
incorporation of certain documents by reference, the selling
securityholders and your controls and procedures.  No further
review
of the registration statement has been or will be made.  All
persons
who are by statute responsible for the adequacy and accuracy of
the
registration statement are urged to be certain that all
information
required under the Securities Act has been included.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review 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.

Post-effective Amendment No. 2 to Form S-3 filed December 17, 2004

Incorporation of Certain Documents by Reference

1. You filed a Form 8-K on December 21, 2004 subsequent to your
filing of this post-effective amendment.  Please incorporate this
Form 8-K by reference into your post-effective amendment.  Please
refer to Item 12 of Form S-3.

Selling Securityholders

2. We note that JP Morgan Securities Inc. is a selling
securityholder.  Please ensure that all selling securityholders
that
are registered broker-dealers have been disclosed as such.  For a
selling securityholder that is a registered broker-dealer, please
identify such registered broker-dealer as an underwriter in your
disclosure, unless the shares were acquired as transaction-based
compensation for investment-banking services.  Provide a
description
of the investment-banking services and the manner in which the
compensation for the services was computed, as applicable.  It
appears from footnote (8) suggests that the securities acquired by
your disclosed broker-dealer securityholders were not acquired as
transaction-based compensation for investment-banking services but
in
the ordinary course of business.  As a result, such broker-dealer
securityholders should be designated as underwriters.

3. Please ensure that all selling securityholders that are
affiliates
of a registered broker-dealer have been disclosed as such.  If a
selling securityholder is an affiliate of a registered broker-
dealer,
please expand the prospectus to indicate whether such selling
stockholder acquired the securities to be resold in the ordinary
course of business.  Also indicate whether at the time of the
acquisition such selling stockholder had any agreements,
understandings or arrangements with any other persons, either
directly or indirectly, to dispose of the securities.  Based on
your
response, we may have further comments.

4. Please disclose the individual or individuals who exercise the
voting and/or dispositive powers with respect to the securities to
be
offered for resale by selling securityholders that are legal
entities.  Please see interpretation I.60 of our July 1997 Manual
of
Publicly Available Telephone Interpretations and interpretation 4S
of
the Regulation S-K portion of the March 1999 Supplement to our
July
1997 Manual of Publicly Available Telephone Interpretations.  We
note, for example, that such disclosure is missing with respect to
Deutsche Bank Securities, ING VP Convertible Portfolio and Salomon
Brothers Asset Management.

Form 10-K for the year ended June 30, 2004
Form 10-Q for the quarter ended September 30, 2004

Item 9A. Controls and Procedures and Item 4. Controls and
Procedures,
respectively

5. You state that "there are always limitations on the
effectiveness
of any control system, no matter how well conceived and operated"
and
"a control system can provide only reasonable, not absolute,
assurance that the objectives of the control system are being
met."
In your response letter, tell us whether your disclosure controls
and
procedures are designed to provide reasonable assurance of
achieving
their objectives and whether your chief executive officer and
chief
financial officer concluded that your disclosure controls and
procedures are effective at that reasonable assurance level.
Please
refer to Section II.F.4 of Release No. 33-8238 for additional
guidance.  Also, please note this comment in the preparation of
future periodic reports.  In the alternative, remove the reference
to
the level of assurance of your disclosure controls and procedures
in
future filings.

6. We note your disclosure that your "CEO and current CFO have
concluded that, as of the Evaluation Date, the Company`s
disclosure
controls and procedures are effective in recording, processing,
summarizing and reporting on a timely basis to information
required
to be disclosed by the Company in the reports filed or submitted
under the Exchange Act."  Tell us whether your officers concluded
that your disclosure controls and procedures are also effective to
ensure that information required to be disclosed in the reports
that
you file or submit under the Exchange Act is accumulated and
communicated to your management, including your chief executive
officer and chief financial officer, to allow timely decisions
regarding required disclosure.  See Rule 13a-15(e) of the Exchange
Act.  Please note this comment in the preparation of future
periodic
reports.

*              *              *              *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts related to your disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Prior to our declaration of the effective date of the
pending
post-effective amendment pursuant to Section 8(c) of the
Securities
Act, the company should furnish a letter acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert the staff comments and the
declaration
of effectiveness 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Daniel Lee at (202) 942-1871 with any
questions.  If you need further assistance, you may contact me at
(202) 942-1818 or Barbara C. Jacobs, Assistant Director, at (202)
942-1800.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	Gregory C. Smith, Esq.
	Skadden, Arps, Slate, Meagher & Flom LLP
	525 University Avenue, Suite 1100
	Palo Alto, California 94301
	Telephone: (650) 470-4500
	Facsimile:  (650) 470-4570

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