SecProbe.io

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								May 24, 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.
  	Preliminary Schedule 14A filed on May 6, 2005
	File No. 000-51118

Dear Mr. Latzke:

      We have reviewed your filing and have the following
comments.
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.

Proposal 2, page 15
1. We note that this is an annual meeting proxy that must be
preceded
or accompanied by a report that complies with the requirements of
Rule 14a-3(b).  In light of our outstanding comments on your Form
10,
File No. 0-51118, we suggest that you resolve the matters
addressed
in our comments prior to furnishing the registration statement to
your security holders.
2. We note that SoftBrands is seeking approval to affect a reverse
stock split based upon any ratio in the range from one-for-three
to
one-for-five.  Please advise whether your directors separately
adopted three separate amendments to the company`s certificate of
incorporation.
If not, tell us why the actions of SoftBrands` directors to amend
your articles of incorporation is consistent with Section 242 the
DGCL.
3. We note your discussion of the listing criteria for the Nasdaq
and
the Amex.  Please revise to clarify to what extent SoftBrands
currently meets the listing requirements for the Nasdaq and the
Amex.
Does SoftBrands meet all of the listing requirements other than
the
minimum bid price requirements?
4. Please disclose, in a table or similar format, for each
potential
reverse stock split the number of shares of your common stock that
will be issued and outstanding before and after the reverse stock
split based on the number of shares currently issued and
outstanding
as of the most recent practicable date.
5. We call your attention to Rule 10b-17, which you should consult
in
connection with the process of implementing any stock split.

Proposal 3, page 21
6. Please revise to briefly disclose the material features of your
2001 Stock Incentive Plan.  See Item 10(a)(1) of Schedule 14A.
7. You disclose that there are only 1,404,000 shares available
under
your 2001 Stock Incentive Plan for future grant and that the
amendment to your Plan will increase the number of shares reserved
for issuance by 1,000,000 shares.  Please revise to disclose
whether
you have any plans, proposals or arrangements to issue any of the
newly reserved shares of common stock under your plan.  If not,
please disclose that SoftBrands has no such plan, proposals or
arrangements.  If so, revise your disclosure to include the
information required by Item 10(a) of Schedule 14A or otherwise
disclose your plans, proposals or arrangements for the newly
reserved
shares.

Closing Comments

       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.  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 filing 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 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 address questions concerning the above comments to
Jeffrey B. Werbitt at (202) 551-3456.  If you need additional
assistance, you may contact me at (202) 551-3462.

								Very truly yours,

								Mark P. Shuman
Branch Chief-Legal

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

SoftBrands, Inc.
PRE14A
May 24, 2005
Page 1

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