SecProbe.io

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Room 4561
								August 8, 2005

Stephen Bennion
Executive Vice President and Chief Financial Officer
Selectica, Inc.
3 West Plumeria Drive
San Jose, CA 95134

Re:	Selectica, Inc.
Form 8-K filed on July 26, 2005
	File No. 0-29637

Dear Mr. Bennion:

      We have reviewed the above referenced filing and have the
following comments.  Where indicated, we think you should revise
your
filing in response to these comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
revisions 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.
1. We note that Ernst & Young LLP will resign following the
earlier
of the completion of services related to the review of your
interim
financial statements for the quarter ended June 30, 2005 or the
filing due date of that quarterly report.  Please note that when
this
relationship is actually terminated an additional Item 4.01 Form
8-K
will be required, including an updated letter from the former
accountant.
2. Identify the date of the resignation and revise your references
to
"the subsequent interim period" to specifically identify the
subsequent interim period up to and including the date of
resignation.
3.
Revise to provide the disclosures required by Item
304(a)(1)(iv)(B)
and (C) of Regulation S-K.
4. For each material weakness you have identified, tell us:
a) in what period each material weakness occurred,
b) the amount of each accounting error or misapplication of GAAP
identified,
c) whether or not you intend to restate any prior period for any
adjustments.  If not, tell us why not, and
d) in detail, all the steps you have taken (or plan to take) and
procedures you have implemented (or plan to implement) to correct
each concern.
5. Provide us with any letter or written communication to and from
your former accountants and management or the Audit Committee
regarding any disagreements or reportable events.

      As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  Please submit all correspondence and
supplemental materials on EDGAR as required by Rule 101 of
Regulation
S-T.  Please furnish a cover letter with any amendment that keys
your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
any
amendment and your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure 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

* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

	You may contact Tamara Tangen, Staff Accountant, at (202)
551-
3443 or me at (202) 551-3226 with any questions.

Sincerely,

      Craig D. Wilson
      Senior Assistant Chief Accountant
Stephen Bennion
Selectica, Inc.
August 8, 2005
Page 3

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