SecProbe.io

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Room 4561
							July 19, 2005

C. Wayne Cape
President and Chief Executive Officer
Optio Software, Inc.
3015 Windward Plaza
Windward Fairways II
Atlanta, GA  30005

Re:	Optio Software, Inc.
Form 10-K for Fiscal Year Ended January 31, 2005
Form 8-K filed on April 14, 2005
File No. 1-15529

Dear Mr. Cape:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may 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.

Form 8-K filed on April 14, 2005

1. We note your reference to "free cash flow from operations and
other activities" and remind you that use of non-GAAP measures
must
comply with the provisions of Regulation G and Item 10(e) of
Regulation S-K.
Form 10-K for Fiscal Year Ended January 31, 2005

Controls and Procedures - Evaluation and Disclosure Controls and
Procedures, page 32

2. Your disclosure in the first paragraph appears to be
substantially
similar to the definition of disclosure controls and procedures
set
forth in Rule 13a-15.  However, your text suggests that the
disclosure controls and procedures that were evaluated by your
chief
executive officer and principal financial officer were narrower
than
the disclosure controls and procedures defined by paragraph (e) of
the Rules.  Please revise future filings to state, if true,
whether
for the periods covered by the reports referenced above, 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 Exchange Act Rule
13a-
15(e).

3. We note your reference in the first paragraph to "reasonable
assurance" and your disclosure in the second paragraph which
includes
the statement that "a control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance
that the objectives that the controls system are met."  Revise
future
filings to state clearly, if true, that your disclosure controls
and
procedures are designed to provide reasonable assurance of
achieving
their objectives.  In the alternative, all references to the level
of
assurance of your disclosure controls and procedures may be
removed
from your disclosures.  Please refer to Section II.F.4 of
Management`s Reports on Internal Control Over Financial Reporting
and
Certification of Disclosure in Exchange Act Periodic Reports, SEC
Release No. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm>.

4. We note your statement that there were no "significant" changes
in
your internal controls over financial reporting during the quarter
ended January 31, 2005 that have materially affected, or were
reasonably likely to materially affect your internal control over
financial reporting.  In future filings, revise your disclosure to
state clearly, if correct, that you did not experience any change
during the quarter that have materially affected, or are
reasonably
likely to materially affect, your internal controls over financial
reporting.  See Item 308(c) of Regulation S-K.

Note 4 - Notes Receivable, page F-12

5. Please tell us how your accounting and valuation of the M2 note
receivable complies with SFAS No. 114 and demonstrate how your
disclosures comply with the requirements of paragraph 20 of SFAS
No.
114.

      As appropriate, please amend your filing and respond to
these
comments within 10 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.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  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 at (202) 551-3443 at or Lisa
Mitrovich, Assistant Chief Accountant, at (202) 551-3453 if you
have
questions regarding comments on the financial statements and
related
matters.  If you need further assistance, you may contact me at
(202)
551-3488.

Sincerely,

      Stephen G. Krikorian
      Branch Chief - Accounting
Mr. C. Wayne Cape
Optio Software, Inc.
July 19, 2005
Page 3

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