SecProbe.io

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MAIL STOP 4-6

      April 14, 2005

David G. Latzke
Senior Vice President, Chief Financial Officer
     and Secretary
SoftBrands, Inc.
Two Meridian Crossings, Suite 800
Minneapolis, Minnesota 55423

Re:	SoftBrands, Inc.
	Form 10/A filed March 15, 2005
	Form 10-Q filed March 15, 2005 for the period ended December
31,
2004
	Form 10-Q/A filed March 17, 2005 for the period ended
December
31, 2004
	File No. 0-51118

Dear Mr. Latzke,

       We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents 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.

Form 10/A

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 22
Critical Accounting Policies and Estimates, page 23
1. It seems that any failure of your controls over contract
preparation and review could have adverse consequences in addition
to
recognizing less revenue.  Revise to expand your disclosure to
include the impact of possible "ineffective" conclusions regarding
your disclosure controls and procedures and internal control over
financial reporting.

	Liquidity and Capital Resources, page 44
2. We have read your response to prior comment 23 and the
corresponding revised disclosure, which includes the non-GAAP
measure
"working capital surplus, excluding the impact of deferred
revenue."
Given that this measure excludes deferred revenue, but includes
the
cash generated by the transactions that resulted in the deferred
revenue, it is not clear to us why you believe that this measure
is
useful to investors.  Additionally, given that your failure to
perform according to the terms of the underlying arrangements
could
result in you refunding deferred amounts to your customers, it is
not
clear to us why you believe that presentation of this measure is
appropriate under Rule 10(e)(1)(ii)(A) of Regulation S-K.
Accordingly, explain to us why you believe your presentation
complies
with the requirements of Item 10(e) of Regulation S-K.
Alternatively, consider removing this measure.

Consolidated Financial Statements

	Note 1. Nature of Business and Company Operations

		Basis of Presentation, page F-7
3. Supplementally, explain to us, in detail, how you evaluated the
legal and accounting impact of AremisSoft`s bankruptcy on
SoftBrands.
In your response, indicate whether your evaluation would have
changed
had SoftBrands been identified as the accounting spinee under EITF
02-11.
4. Supplementally, explain how you determined that the spin-off of
SoftBrands to both AremisSoft stockholders and class action
claimants
was considered a pro rata distribution in accordance with
paragraph 3
of EITF 02-11.
5. We have read your response to prior comment 36.
Supplementally,
further explain your basis for concluding that the class action
lawsuit was not considered an "allowed claim."  Please provide us
with copies of objective support for this conclusion, such as a
bankruptcy court order or other similar document.
6. It remains unclear to us how you were able to conclude that
there
was less than a 50% change in ownership upon emerging from
bankruptcy.  Supplementally, quantify the "significant
distributions"
that your local investor groups received from the class
representative and specifically quantify the extent of your
assumption.  Further, explain why you believe that making such an
assumption is appropriate in the context of paragraph 36 of SOP
90-7.

Note 2. Summary of Significant Accounting Policies

      Revenue Recognition, page F-12
7. We have read your response to prior comment 40 and note that
your
contractual terms state that delivery constitutes acceptance.
Clarify for us how these contractual terms specify that acceptance
occurs upon shipment as your policy states.  In addition, explain
to
us how you considered AICPA Technical Practice Aid 5100.69 in your
revenue recognition policy.
8. We have read your response to prior comment 41 and need
additional
clarification regarding your payment terms.  We note that your
standard payment terms are net 30 and executive approval is
required
for any deviations.  You appear to indicate that these deviations
from your standard terms do not result in extended payment terms
as
contemplated by paragraphs 27 to 31 of SOP 97-2.  It is unclear to
us
why extending your terms beyond net 30 would not result in
extended
payment terms.  Supplementally, indicate the extent to which you
enter into arrangements that include payments due beyond 30 days
and
describe your collection history and indicate whether you have
granted any concessions in those circumstances.
9. We have read your response to prior comment 43 and note that
certain contingencies, which you characterize as oral
understandings,
may result in revenue deferrals. Supplementally, explain to us the
controls and procedures in place to ensure that all such oral
understandings are appropriately considered in recognizing revenue
under your arrangements.  In addition, indicate whether these oral
provisions are ultimately memorialized in written contracts or
purchase orders and how you have considered paragraph 15 of SOP
97-2
in your revenue recognition policy.

   Note 9. Long-term Obligations, page F-22
10. We have read your response to prior comment 48 and note that
the
source and timing of your common stock valuations are unclear.
Please explain to us and disclose whether the valuations used
between
issuance of the warrant and April 2004 were performed by third
parties and were contemporaneous.  In addition, explain the
reasons
for the increase in the value of your common stock between
December
2003 and March 2004.  Identify changes in your valuation
assumptions
and explain the basis for each material change and the resulting
impact on your valuation.

Note 12. Options and Compensation Plans, page F-30
11. We note that your registration statement has become effective
pursuant to Section 12(g) of the Exchange Act causing the vesting
periods of a significant number of outstanding stock options to be
automatically modified.  Supplementally, explain how you
calculated
the amount of any additional compensation expense resulting from
this
modification and disclose the expected impact within your
financial
statements and MD&A if material.  Refer to paragraph 61 of FIN 44.

Form 10-Q for the period ended December 31, 2004
Item 2.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 11

   Results of Operations, page 12
12. Throughout your MD&A, you attribute changes between periods to
various factors.  Please quantify the amount that each of these
factors contributed to each change between periods rather than
stating that changes were due "primarily" to such factors.  For
example, but without limitation, you state on page 13 that your
hospitality segment license revenue increased "primarily" because
of
your release of Medallion 6.0 and PORTfolio 3.1.  Revise to
quantify
the increase in license revenue within the hospitality segment
attributable to the release of Medallion 6.0 and PORTfolio 3.1.
Also, your disclosure should address all material factors
attributable to the increase or decrease of line items from period
to
period.
13. We note that you achieved cost savings resulting from your
support center in Bangalore, India, which became fully operational
in
late 2004 in the first paragraph on page 14.  However, in the
second
paragraph on page 14 you disclose that improvements in hospitality
maintenance gross margin percentage are expected as you move
closer
to bringing your Bangalore hospitality support center into
operation.
Please revise to reconcile or supplementally advise.
   Liquidity and Capital Resources, page 17
14. In light of the fact that you may need to raise additional
capital, disclose the limitations on additional indebtedness
resulting from your relationship with Capital Resource Partners.
Item 4.  Controls and Procedures, page 20
15. You disclose that "[t]here was no significant change in [y]our
internal control over financial reporting . . . ."  Please revise
to
disclose whether there were any changes in your internal control
over
financial reporting, that occurred during the first quarter of
ended
December 31, 2004, that materially affected, or are reasonably
likely
to materially affect, your internal control over financial
reporting.
This evaluation should be made in all future periodic reports.
See
Item 308(c) of Regulation S-K and Rule 13a-15(d) to the Exchange
Act.
16. We note the disclosure that "[t]here was no significant change
in
[y]our internal control over financial reporting . . . ."  We also
note your supplemental response to prior comment 11 that you have
further improvements to make to your Controls Improvement Plan.
To
the extent your Controls Improvement Plan resulted in changes in
your
internal control over financial reporting during the first quarter
ended December 31, 2004 that materially affected or were
reasonably
likely to materially affect your internal controls over financial
reporting, please disclose.  See Rule 13a-15(d) of the Exchange
Act.
If you did not make any changes to your internal control over
financial reporting in the first quarter ended December 31, 2005
that
materially affected or were reasonably likely to materially affect
your internal controls over financial reporting, supplementally
reconcile your response to prior comment 11 with the disclosure.

Closing Comments

       As appropriate, please amend your Form 10/A and Form 10-Q
and
respond to these comments within 10 business days or tell us when
you
will provide us with a response.  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.

	You may contact Brent Watson at (202) 824-5494 or Mark
Kronforst
at (202) 824-5341 if you have questions regarding comments on the
financial statements and
related matters.  Please contact Jeffrey Werbitt at (202) 942-1957
or
me at with any other questions.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director

Thomas Martin, Esquire
Dorsey & Whitney LLP
50 South Sixth Street
Minneapolis, Minnesota 55402

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SoftBrands, Inc.
Form 10/A
April 14, 2005
Page 1 of 5

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