SecProbe.io

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August 12, 2005

By U.S. mail and facsimile (650) 321-2800

Christopher D. Dillon, Esq.
Gunderson Dettmer
155 Constitution Drive
Menlo Park, CA  94025

      Re:	Selectica, Inc.
      Preliminary Proxy Statement on Schedule 14A
      Filed August 5, 2005
      File No. 000-29637

Dear Mr. Dillon:

      We have reviewed your filings and have the following
comments.
We have limited our review to issues related to the potential
solicitation in opposition of your proxy statement.  If you
disagree
with a comment, we will consider your explanation as to why a
comment
is inapplicable.  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.

Preliminary Proxy Statement

Solicitation and Voting Procedures, page 1
1. We note your intent to solicit proxies "...by telephone or
facsimile or other electronic means."  Revise to describe all
methods
that you plan to employ in order to solicit proxies.  Refer to
Item
4(b)(1) of Schedule 14A.
2. Please provide the information required by Item 4(b)(4) of
Schedule 14A with respect to your costs of solicitation.  Also,
ensure that you have provided all of the disclosures required by
Item
5(b) of Schedule 14A.  We note, for example, the lack of
disclosure
responsive to Item 5(b)(1)(iii) and (vi) of the schedule.

Proposal 1, page 2
3. Provide the information required by Item 7(a) of Schedule 14A.
4. Please revise the information regarding Mr. Arnold and Mr.
Lyons
to specifically describe their business experience during the last
five years.

Other Matters, page 21
5. We note your disclosure that you received timely notice from B.
Riley and Co., Inc. of its intention to present three proposals at
the annual meeting.  Please tell whether you are required to
include
these proposals in your proxy statement and on your proxy card.
6. We note that you intend to use discretionary authority to vote
against the security holder`s proposals and the discussion of
discretionary authority on this page.  Please tell us why you are
able to use discretionary authority in this situation.  Why do you
believe the security holder has not fulfilled the requirements of
Rule 14a-4(c)(2)?
7. We note your disclosure that the proposal to declassify your
board
of directors presented by B. Riley and Co., if properly brought
before the annual meeting, would only result in a non-binding
recommendation to your board of directors.  Please further explain
your basis for this statement.  We note that the correspondence
delivered by that security holder, dated July 7, 2005, does not
make
such a statement.

Form of Proxy
8. Please revise the form to clarify what security holders must do
to
withhold votes for particular nominees.  See Rule 14a-4(b)(2).

Closing Comments

      Please respond to our comments promptly.  Please provide a
letter keying your responses to the comments, and provide any
requested supplemental information.  If you believe complying with
these comments is not appropriate, tell us why in your letter.
The
response letter should be uploaded to EDGAR, with the form type
label
"CORRESP."  We may have comments after reviewing your responses.

	 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 is in possession of all
facts relating to the disclosure, the company are responsible for
the
accuracy and adequacy of the disclosures it has 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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings.

      You should contact the undersigned at (202) 551-3619 or, in
his
absence, Abby Adams at (202) 551-3262 for assistance with respect
to
the foregoing comments and your proxy materials.  Direct all
correspondence to the following ZIP code: 20549-3628.

Sincerely,

Daniel F. Duchovny
Attorney-Advisor
Office of Mergers and Acquisitions

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Christopher D. Dillon, Esq.
Gunderson Dettmer
August 12, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE

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